Capgemini launches its tenth employee share ownership plan

Paris, September 14, 2023 – Capgemini announces the launch of its tenth Employee Share Ownership Plan (ESOP).

This new employee share ownership plan is offered to approximately 97% of the employees and is part of the Group’s policy to associate all employees with its development and performance. This ESOP will be implemented through a capital increase reserved for the Capgemini employees for a maximum of 3,200,000 shares (i.e. 1.84% of outstanding shares), with settlement-delivery no later than December 19, 2023. As the 2018 ESOP reaches its term at the end of the year, this tenth plan will help maintain employee shareholding at around 8% of Capgemini SE’s share capital.

As in 2022, the Board of Directors of Capgemini SE at its meeting of June 14 and 15, 2023 decided to authorize a dedicated share buyback envelope. This envelope could be used within the next 12 months[1] to neutralize all or part of the dilutive effect of this share capital increase.

According to the planned schedule, the reservation period will be opened from September 15 to October 4, 2023 (inclusive) and will be followed by a subscription/revocation period from November 13 to November 15, 2023 (inclusive). The subscription price of the new shares will be set on November 10, 2023 and the share capital increase will be completed on December 19, 2023.

Employees will be able to subscribe to Capgemini shares within the framework of subscription leveraged and guaranteed formulas. These formulas will allow employees, until the shares become available, to benefit from a guarantee on the amount invested into this plan. The voting rights will be exercised by the holders who – depending on the formula and the context – will be an FCPE (Fonds Commun de Placement d’Entreprise), the employees via direct shareholding and/or the financial institution structuring the offer or its counterparties.

The implementation of the leveraged guaranteed offering implies hedging transactions entered into by the financial institution structuring the offer (Crédit Agricole Corporate and Investment Bank), on market or off- market, through purchases and/or sales of shares, purchase of call options and/or any other transactions, at any time, including during the Reference Price[2] fixing period, i.e. from October 13 to November 9, 2023, and over the entire course of the plan, i.e. until December 19, 2028.

Disclaimer

This press release may contain forward-looking statements. Such statements may include projections, estimates, assumptions, statements regarding plans, objectives, intentions and/or expectations with respect to future financial results, events, operations and services and product development, as well as statements, regarding future performance or events. Forward-looking statements are generally identified by the words “expects”, “anticipates”, “believes”, “intends”, “estimates”, “plans”, “projects”, “may”, “would”, “should” or the negatives of these terms and similar expressions. Although Capgemini’s management currently believes that the expectations reflected in such forward-looking statements are reasonable, investors are cautioned that forward-looking statements are subject to various risks and uncertainties (including without limitation risks identified in Capgemini’s Universal Registration Document available on Capgemini’s website), because they relate to future events and depend on future circumstances that may or may not occur and may be different from those anticipated, many of which are difficult to predict and generally beyond the control of Capgemini. Actual results and developments may differ materially from those expressed in, implied by or projected by forward-looking statements. Forward-looking statements are not intended to and do not give any assurances or comfort as to future events or results. Other than as required by applicable law, Capgemini does not undertake any obligation to update or revise any forward-looking statement.

This press release does not contain or constitute an offer of securities for sale or an invitation or inducement to invest in securities in France, the United States or any other jurisdiction.

Important notice

This press release does not constitute an offer to sell or a solicitation of offers to subscribe to Capgemini shares. The capital increase of Capgemini reserved for employees will be conducted only in countries where such an offering has been registered with or notified to the competent local authorities and/or following the approval of a prospectus by the competent local authorities or in consideration of an exemption of the requirement to prepare a prospectus or to proceed to a registration or notification of the offering.

More generally, the offering will only be conducted in countries where all required filing procedures and/or notifications have been completed and the required authorizations have been obtained.

[1] As from June 15, 2023, subject to renewal by the Shareholders’ Meeting of the share buyback authorization currently in force.

[2] The Reference Price corresponds, in accordance with the provisions of Article L.3332-19 of the French Labor Code, to the arithmetic average of the volume-weighted average daily trading prices of Capgemini SE shares on Compartment A of Euronext Paris over the 20 trading days preceding the setting of the subscription price.