The total number of shares that will vest to beneficiaries at the end of the vesting period following the date of initial notification will be:
for half, equal to the number of shares indicated on the allocation notice, multiplied by the percentage of achievement of the chosen external performance target (i.e. the performance of the Cap Gemini S.A. share compared with the average performance, measured over the same period, of a basket of at least five shares of listed companies operating in the same sector as the Group in a minimum of five countries in which the Group is firmly established);
and for half, equal to the number of shares indicated on the allocation notice, multiplied by the percentage of achievement of the chosen internal performance target (i.e. the amount of audited and published organic free cash flow for the three-year cumulative period from January 1, 2012 to December 31, 2014, excluding Group payments to make up the shortfall on its defined benefit pension funds). The performance condition will be considered fully achieved, if and only if, cumulative organic free cash flow is equal to or greater than €1 billion for the aforementioned three-year period, it being understand that no shares will vest if the cumulative amount is less than €750 million.
This authorization includes two specific ceilings:
15% of this number of shares may, by exception, be allocated without performance condition to Group
employees, excluding members of Group Management,
up to a maximum of 10% of these shares may be allocated to executive corporate officers of the Company.
2 / Meeting on December 12, 2012, the Board of Directors of the Company, chaired by Mr. Paul Hermelin,
considered the application of this resolution and decided, after hearing the report of the Selection and
Compensation Committee, to allocate 1,003,500 performance shares, including 50,000 shares to the
Chairman and Chief Executive Officer, after noting that 202,538 performance shares have already been
allocated to employees of Group companies in France (excluding members of Group Management) and set
the terms and conditions for the allocation of the remaining shares. Approximately some 350 managers from
all Group entities, selected for their ability to contribute to the achievement of the Group’s mid-term
objectives, were allocated or will be allocated such performance shares.
The number of shares allocated to the Chairman and Chief Executive Officer represents 2.06% of the total
amount authorized by the Combined Shareholders’ Meeting and 4.98% of the number of performance shares
allocated by the Board of Directors meeting of December 12, 2012, well below the ceiling defined by the
resolution of May 24, 2012. It is noted that Mr. Paul Hermelin has not been allocated any performance shares
since March 2009 and will be required to hold any vested shares until the end of his term of office.