Capgemini SE: Transaction to neutralize the dilutive impact of the Employee Share Ownership Plan

Media Relations:

Florence Lièvre
Tel.: +33 1 47 54 50 71
florence.lievre@capgemini.com

Investor Relations:

Vincent Biraud
Tel.: +33 1 47 54 50 87
vincent.biraud@capgemini.com

Seventh Employee Share Ownership Plan:
Transaction to neutralize the dilutive impact

Paris, October 8, 2020 – Within the framework of its seventh Employee Share Ownership Plan (ESOP), Capgemini announces the launch of a financial operation to neutralize the shareholder dilution implied by this plan.

Capgemini will allocate in advance the proceeds of this ESOP plan, which takes the form of a capital increase reserved for employees, to the repurchase of existing shares. This will neutralize most of the shareholder dilution resulting from the capital increase. This share buyback operation will take place before December 17, 2020, the date on which the capital increase will become effective. At that date, the employee shareholding will be increased by a maximum of 3,000,000 shares (representing 1.77% of the existing share capital) without any material impact on the Group's cash position or significant dilution of existing shareholders.

On October 7, 2020, Capgemini SE entered into a share buyback agreement with an investment services provider, which is also the institution structuring the employee shareholding plan. Capgemini thus undertakes to repurchase its own shares up to a maximum of 3,000,000 shares and 322.5 million euros for cancellation. The main terms of the share buyback agreement are detailed in the appendix to this press release.

As a reminder, this share buyback operation follows the announcement on September 16, 2020 of the launch of the ESOP plan and the decision of the Board of Directors of Capgemini SE to authorize a dedicated share buyback envelope. The terms of these two operations are in accordance with the authorizations granted by the Shareholders' Meeting of May 20, 2020.

About Capgemini

Capgemini is a global leader in consulting, digital transformation, technology and engineering services. The Group is at the forefront of innovation to address the entire breadth of clients’ opportunities in the evolving world of cloud, digital and platforms. Building on its strong more than 50-year heritage and deep industry-specific expertise, Capgemini enables organizations to realize their business ambitions through an array of services from strategy to operations. Capgemini is driven by the conviction that the business value of technology comes from and through people. Today, it is a multicultural company of 270,000 team members in almost 50 countries. With Altran, the Group reported 2019 combined revenues of €17 billion.
Visit us at www.capgemini.com. People matter, results count.

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.

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APPENDIX

Main terms and conditions of the share buyback agreement

Capgemini SE undertakes to buy back its own shares up to a maximum of 3,000,000 shares and 322,500,000 euros with a view to cancelling them.

The price per share to be paid will be calculated on the basis of the arithmetic average of the volume-weighted average daily share prices over a period of 20 trading days beginning on October 8, 2020, and corresponding to the period for setting the reference price of the shares to be issued under the new ESOP plan.

Buyback transactions by the investment services provider under this agreement will cease no later than November 4, 2020.

Attachment

• Capgemini_-_2020-10-08_-_Neutralization_of_the_ESOP_dilutive_impact