Belgium (NLBE)

15 key questions to understand ESOP 2022



In line with the Group's entrepreneurial spirit, ESOP is the name of Capgemini's Employee Share Ownership Plan.

Toon alles/Verberg alles

1. What is ESOP 2022 ?

The goal is to associate the employees of the Group who wish to do so to the Group’s development and benefit from investments related to its potential performance through the share price of Capgemini SE with advantageous conditions such as:
  • A protection of the initial personal investment in euros
  • A leverage effect offering potentially attractive perspectives of yield in the event of an increase of the share price
  • A financially comparable offer throughout the world

ESOP 2022 is an operation authorised by shareholders and reserved for employees wishing to invest in the Group. At the General Assembly of 19th May 2022, the Capgemini SE shareholders voted their support for the General Management and the Board of Directors to maintain a high level of company capital held by its employees.

At the end of 2021, Capgemini counted more than 82,000 employee shareholders detaining 8.43% of the Group capital constituting a stable shareholder.

Subscribing to ESOP 2022, you become a shareholder in Capgemini “indirectly” through an employee shareholding fund, or FCPE within the framework of the Capgemini International Group Savings Plan (IGSP). You hold units in the FCPE, which subscribes to Capgemini SE shares and exercises shareholder’s rights on your behalf.

ESOP 2022 is implemented through four compartments of the ESOP CAPGEMINI FCPE, due to local regulatory or tax specificities. Depending on your country, you will subscribe FCPE units of Compartment Leverage P (“Prêteur”, i.e. share lending) or Compartment Leverage NP (“Non Prêteur”, i.e. no share lending).
2. Who can participate in ESOP 2022 and how?

ESOP 2022 is open to employees in 29 countries in which we have operated for over two years and where the number of personnel exceeds 250. Uniform rules have been drawn up to offer each country plans which are as comparable as possible.

ESOP 2022 Participating Countries
Australia, Austria, Belgium, Brazil, Canada, Czech Republic, Denmark, Finland, France, Germany, Guatemala, Hong Kong, India, Italy, Japan, Luxembourg, Mexico, Morocco, Netherlands, Norway, Poland, Portugal, Romania, Singapore, Spain, Sweden, Switzerland, UK, USA.

Eligibility Rules
All employees of a company where ESOP 2022 is offered and who fulfill the following two criteria are eligible:
  • Have been employed by the Group, on November 9, 2022, for a minimum of 3 months, whether consecutive or not, as from January 1st, 2021.
  • Have been employed for at least one day between November 7 and 9, 2022.


As a result of sanctions currently imposed by the European Union, citizens or residents of Russia or Belarus who do not have legal residence or citizenship in the European Union may not participate in this offering. 

Therefore, the employee declares :
  • He/she is not a Russian or Belarusian national, unless he/she is a citizen of a Member State of the European Union or has a temporary or permanent residence permit in a Member State of the European Union;
  • He/she is not a resident of Russia or Belarus, unless he/she is a national of a Member State of the European Union or holds a temporary or permanent residence permit in one of these Member States.
3. What are the avantages of ESOP 2022 ?
ESOP 2022 is a secure, attractive offering that is easy to subscribe to.

A secure offering:
Your personal contribution is protected in Euro, whatever the change in the share price, although this protection provided will not be absolute for countries outside the euro zone which may be subject to decreases or increases depending on how the exchange rate fluctuates.

An attractive offering:
Any gains resulting from the performance of the share are multiplied by means of a leverage mechanism. In return, you are not entitled to the discount, dividends, a proportion of the rise in the share price nor other potential financial rights that may be paid on the shares over the duration of the plan, enabling the bank to finance the guarantee and the potential gain on the ESOP 2022.

Easy to subscribe:
You can subscribe on line in clicking on “Subscribe to ESOP 2022” between 14th September and 3rd October 2022. Beyond these advantages, investing in ESOP 2022 is a personal decision. That is why it is important that you consult the documents made available to you in order to make a fully informed decision.
4. How are the offer's benefits financed?
The Capgemini group is not directly involved in the financing of the leverage mechanism nor in the protection of your personal contribution. The advantages of the offer are financed by a bank selected by tendering. As far as possible, the legal scheme is adapted to the regulatory, legal and fiscal constraints of each country participating in ESOP 2022.

A financial contribution provided by a bank (equal to 9 times your personal contribution) enables the FCPE to invest, on your behalf, ten times (9+1) the amount of your personal contribution in Capgemini SE shares. The bank uses the share price discount, the dividends and a portion of the capital gain on all the shares that are subscribed to fund the supplementary financing and to allow the secure leveraged product offered to employees under ESOP 2022.

During the five-year lock-up period, the bank may also “borrow” shares from the FCPE (only for “ESOP Leverage P” compartments of the FCPE). In a share lending transaction, the shares are transferred to the bank for predetermined period, at the end of which it retrieves them. This arrangement also contributes to obtain a better multiple applied to the protected average increase of the Capgemini share.

The FCPE and the bank enter into agreements in order to implement and secure all these mechanisms.
5. What are the investment limits?
The Capgemini group aims at enabling as many employees as possible to invest in ESOP 2022 by setting quite a low minimum subscription threshold, in respect of the legal investment limits.

Minimum subscription threshold accessible to a maximum number of employees
If you decide to participate, your subscription cannot be less than €100 in France and in the euro zone for countries subscribing via an FCPE.

In other countries (cells in yellow), the following grid applies:

Country Local Currency Minimum investment in Local Currency
Brazil BRL 650
Canada CAD 150
Czech Republic CZK 2750
Guatemala GTQ 900
India INR 8 500
Mexico MXN 2 500
Morocco MAD 1 100
Norway NOK 1 100
Poland PLN 500
Romania RON 500
Singapore SGD 175
Switzerland CHF 120
United Kingdom GBP 100
Hong Kong HKD 900

This minimum threshold enables as many people as possible to subscribe, while avoiding the investment of sums that are too small relative to management costs.

Maximum investment limits
Due to the leverage mechanism and in compliance with the French legislation applicable to company savings plans, during the reservation period from September 14 to October 3, 2022, the maximum investment limit is set at 2.5% of your estimated gross annual remuneration for 2022. During the revocation period from November 7 to 9, 2022, the upper limit is set at 0.25% of your estimated gross annual remuneration for 2022.

For the sake of fairness, this limit has been extended to include all Group employees.

Your entire gross annual compensation (fixed and variable) estimated for 2022 under your employment contract should be taken into consideration.

Rules specific to each country are explained in detail in the country supplement.

You can estimate your 2022 gross annual compensation from the yearly cumulative of your fixed monthly salary plus, as required, any variable elements paid in 2022 (bonuses, 2022 variable or 2021 bonus paid in 2022, etc.).

Example: if your gross annual compensation is €36,000, and if you were paid in 2022 a €3,000 bonus (based on 2020 performance) and an exceptional bonus of €1,000, you can invest a maximum of €1,000 (or (€36,000 + €3,000 + €1,000) x 2.5%).

The calculator available on the Talent website and on the special website will enable you to do your own calculations.
6. What will I get at the end of the plan?
At the end of the lock-up period, your assets become available and you can recover the sums related to your investment.

ESOP Performance Calculation
The monthly performance of each ESOP plan detailed by structure, according to regulatory constraints, legal and tax scheme of each country is available on Talent. For ESOP 2017, ESOP 2021 and ESOP 2022, it is based on the value of the Capgemini SE share on the last trading day which is also a business day of each month (i.e. the date of the statements of the share price).

For ESOP 2018, ESOP 2019 and ESOP 2022, it is based on the Capgemini SE share price on the 15th of the month, or the previous trading day which is also a business day, if the 15th is not a trading day and business day (i.e. date of the statements of the share price) over the plan duration.

It is calculated in two ways:
  • The minimum accrued value (in euro). This value is calculated monthly and gradually increases whenever the closing stock price at the end of the month exceeds the reference price. It cannot decrease (in euro), since performance is calculated on the protected average increase of the Capgemini SE share. Thus, when the closing share price recorded on the date of statements of each plan is below the reference price, it is the reference price of the relevant plan - not the share price - which is used in calculating the average. The minimum accrued value indicates the minimum amount (in euro) that you are certain to recover, regardless of future price movements of the Capgemini SE share, until the plan expires (with the exception of some early termination events or multiple adjustments and without any potential tax impact). If the share price recorded on a statement dateof the following months exceeds the reference price, the minimum accrued value will increase.
  • The monthly net asset value/redemption price (in euro), which serves as a basis in case of early release, assuming conditions are met. These releases are exceptional and therefore the monthly net asset value does not apply to employees who remain in the plan.
    This value fluctuates with each date of statements for each plan geared to the Capgemini SE share price evolution but will always remain above the minimum accrued value.


Information on the evolution of these two values is communicated each month on Talent / People / ESOP.

The performance of each plan depends on the Capgemini SE share evolution over the duration of the plan. Nobody can predict what the average increase of the Capgemini SE share will be over the next five years.

If you do not ask to have your assets redeemed they will be transferred to an employee shareholding fund (FCPE) invested in Capgemini SE shares offered as a part of the Capgemini International Group Savings Plan (IGSP) for individual employees abroad. Should you decide to retain your investment in Capgemini SE shares, it will no longer be covered by the protection provided by ESOP 2022. The value of your investment may therefore fluctuate upwards or downwards depending on the evolution of the Capgemini share price.

You will receive (before any applicable social charges and taxes):
  • The amount of your personal investment in euro
And
  • A participation in the protected average increase of the Capgemini SE share price.
This participation in the protected average increase is variable and decreases as the protected average increase in Capgemini SE share price increases. It is equal to: 9,10 x Reference Price / Average share price for Leverage P and to 9,10 x Reference Price / Average share price for Leverage NP

The protected average increase of the Capgemini SE share is equal to the positive (or nil) difference between the Average Share Price and the Reference Price. The Average Share price is set on an average of 60 readings collected monthly over a 5-year period. It is higher or equal to the reference price.

These amounts are paid after deduction of any applicable tax and for countries outside the euro zone after conversion into local currency (exchange rate applicable upon payment).
7. How can I subscribe online?
On September 14, you will receive an email from Amundi ESR informing you about the opening subscription period and giving you your personal login (GGID) and the procedure to follow to get back your password. Please connect via https://esop.capgemini.com/2022 website

AMUNDI ESR will send out individual e-mails to employees with the personal username (LOGIN = GGID for international employees) needed to subscribe online at https://esop.capgemini.com/2022 You will need to connect to the site, enter your login information and follow the instructions.
8. What are the main steps in the subscription?
You can make a reservation from 14th September to 3rd October 2022. You may cancel your reservation fully from 7th to 9th November, after the subscription price has been communicated, but you can no longer change it.

The reservation period runs from 14th September to 3rd October 2022
During this period, you must indicate the amount of your personal investment, in money by connecting to the online subscription site clicking on “Subscribe to ESOP 2022”.

The subscription price will be known on 3rd November 2022
It depends on the reference price, equal to the average price of the Capgemini SE share listed on the Paris stock exchange over the 20 trading days preceding 3rd November 2022.

The period of revocation runs from 7th to 9th November 2022
During these 3 days, you may cancel your subscription fully.

You may also subscribe during this period if you have not reserved between 14th September and 3rd October 2022. However, in this case, your personal investment is limited to 0.25% of your 2022 gross annual compensation and should be a minimum amount of €100 or the specific minimum subscription amount in your local currency (see question n°6).

If you made a reservation during the reservation period, you cannot subscribe for a different amount during the revocation period. You may only cancel your initial subscription completely either online or by using the printed revocation form.

If you do nothing during the revocation period, your reservation will be confirmed automatically. The shares delivery to the FCPE is scheduled next December, 15th.
9. What will happen if the subscription volume exceeds the number of shares issued?
If demand exceeds supply, a reduction rule will apply: all subscriptions lower than or equal to the average subscription will be fully served, but those greater will be reduced proportionally.

A maximum of [3.5] million shares can be issued under ESOP 2022 (maximum number of shares set by the CEO duly empowered for this purpose by the Board of Directors). If demand exceeds supply, the following reduction rule will apply:
Nb. of shares offered
Nb. of subscribers		 = average subscription

Case 1: If your subscription ≤ average subscription, you are guaranteed to receive all the units that you reserved.

Case 2: if your subscription > average subscription, you receive the units that you reserved up to the average subscription. Beyond this, your subscription will be reduced with proportional allocation of the shares requested within the limit of the number of shares available.

All subscriptions less than or equal to the average are fully allocated.
10. What costs will I have to pay?
There are no fees to pay: management fees and account handling fees are either included in the offer or are borne by Capgemini.
However, if you retain your assets after leaving the Group, you will have to pay your own account management fees (price list available on the Amundi website).

Please note that certain expenses such as check payment and international wire transfers are borne by the subscriber.
11. What means of payment can I use to subscribe?
Payment methods vary from one country to another. The most common and most convenient methods are withholding from salary and bank transfer.

The table below sets out the means of payment available by country:

Deducted from salary
(one or several times)
Start date for deductions 		Payment via
Bank debit / transfer
Austria ✔
Germany ✔
Belgium ✔
Brazil ✔
Canada ✔
Czech Republic
Finland ✔
Guatemala ✔
Hong Kong ✔
India ✔
Luxembourg ✔
Mexico ✔
Netherlands ✔
Mexico ✔
Netherlands ✔
Portugal ✔
Norway ✔
Poland ✔
Romania ✔
Spain ✔
Singapore ✔
Switzerland
United Kingdom ✔
12. In the event of early release, which date is taken into consideration?
Because the offering is made under the Capgemini International Group Savings Plan, your investment is held for 5 years in accordance with French law. However, you may request that all or part of your investment be released before this date, if on the date of your request, you meet one of the conditions below:

Early release cases are as follows:
  • Employee contract termination
  • Death of an employee
  • Disability of an employee

This list of early release cases may vary based on local laws and tax rules.

Attention is drawn to the fact that a change of employer, where your new employer is an entity participating to ESOP in a country under the same FCPE structure (i.e. the same FCPE’s compartments), shall not constitute an early exit case. On the other hand, a change of employer, where your new employer is an entity participating to ESOP in a country under a different structure, or to a non-participating country, may constitute, upon Capgemini’s decision, an early exit case.

Early redemption may also be possible upon Capgemini's decision, if your employer ceases to be a Capgemini subsidiary.

Early release cases by country are described in the document entitled “Local Supplement”.

Processing of early releases takes place once a month. For ESOP 2018, ESOP 2019 and ESOP 2020 the value is determined on the next trading day which is also a business day following the 15th of the month on the basis of the closing price of the Capgemini SE share on the 15th of the month (if the 15th of the month is not a trading day and business day, on the basis of the previous trading and business day’s closing price)

Be careful that requests should be submitted with required supporting documents before the 8th of each month (at midnight Paris time) to ensure it is dealt with in time; otherwise, the early release request will be executed at the end of the following month.

For ESOP 2017, ESOP 2021 and ESOP 2022 the value is determined on the basis of the value of the Capgemini SE share on last trading and business day of the month.

Be careful that requests should be submitted with required supporting documents before the 21st of each month (at midnight Paris time) to ensure it is dealt with in time; otherwise, the early release request will be executed at the end of the following month.

If an early release request relates to more than one investment vehicle, a single transfer is issued the next trading and business day of the latest valuation.
13. What happens if I change company during the plan?
Subject to Capgemini’s approval, you have the option to leave the plan in the case of mobility to a foreign country (except if this country participates in ESOP under the same FCPE structure, i.e. the same FCPE compartment) or termination of your original contract in order to avoid any administrative problems or potential double taxation. However, this is not mandatory.

For transfers occurring during the offering period, in order to be able to subscribe, the relevant employee must be present in the country of subscription for at least one day between 7th and 9th November 2022. Some flexibility will be allowed on a case by case basis by the subscription country HR in the following cases:
  • Employees moving from their country of origin eligible for ESOP 2022 to a country which is not eligible for ESOP 2022 during the reservation (14th September-3rd October) or revocation period (7th to 9th November 2022) may be authorised to subscribe in their country of origin on three conditions:
    • Agreement on means of payment.
    • No specific tax or social difficulties.
    • No local public offering or foreign exchange regulations difficulties.
  • Employees returning from working in an eligible country to a country of origin not eligible for the plan before 7th November 2022 will not be considered eligible for ESOP 2022.
  • Employees moving from one eligible country to another eligible country during the reservation period will be authorised to subscribe in either country (choosing the most practical solution for the employee and for the company).


For more information about various examples, please contact your HR department.
14. Where can I get more information?
The Capgemini group has set up a complete information system on the ESOP devoted website during the subscription period and on the Talent site for the five-year holding period.

ESOP 2022 Information
You will find the answers to your questions on the special ESOP 2022 website, on the Talent site or on your local Intranet.
You may also contact one of the ESOP 2022 officers in your entity or HR department.
This documentation is available on the special website, Talent or your local Intranet:
  • The communication brochure: this is a document containing a summary of all relevant information on the offering and how to join ESOP 2022.
  • The reservation form: if you do not have an internet connection, this will enable you to subscribe using a hardcopy form. You indicate on the form the amount you wish to pay into ESOP 2022 and return it duly dated and signed between September 14 and October 3, 2022 to the address indicated. You should keep a copy of it. This will be available to those who did not subscribe during the reservation period between September 14 and October 3, 2022 and who wish to subscribe between November 7 and 9, 2022. It should be noted that in this case the investment will be subject to an upper limit equal to 0.25% of gross annual remuneration.
  • The revocation form: if you do not have an internet connection, this will enable you to cancel your subscription between November 7 and 9, 2022 using a hardcopy form. It should be returned duly dated and signed to the address indicated. You should keep a copy of it.
  • The “Local Supplement”: this will provide you with information on the current 2022 tax rules applicable to your ESOP 2022 investment and, where appropriate, with specific conditions applicable in your country.
  • The Key Investor Information Document (KIID) of the FCPE: here you will find detailed information on the FCPE, the advantages and considerations relating to the offering, examples of typical investments and the costs arising from its management. This is a legal and financial document officially approved by the AMF, the French market regulatory authority.

You are advised to read all these documents in order to ensure that you have at hand all the information relevant for your investment decision.


More information about the Capgemini SE share
You can follow the Capgemini SE share price on Talent or on the Capgemini shareholder website: (https://investors.capgemini.com/en, https://investisseurs.capgemini.com/) and on various stock market websites.
The Capgemini SE share is listed on the Paris stock market including on the Euronext market, compartment A, with the ISIN code: FR0000125338.
Every month on Talent, you will be informed of the reading of the Capgemini SE share price and the performance of your investment.

Learning about previous plans
You can follow the performance of previous ESOPs on Talent: https://talent.capgemini.com/global/pages/people/esop/
You can also monitor the value of your investment using our online simulator at https://esop-calculator.capgemini.com/

Capgemini periodically publishes information, including financial documents, on the "Investors" section of its website (https://investors.capgemini.com/fr/). We invite you to read these documents - they contain important information on the company's activities, strategy and objectives, inherent risk factors for the company, and information on its business and financial performance.
We would also invite you to consult this new website before the end of the revocation period to learn the latest information published by Capgemini.
The contents of this document are provided to you for information purposes only, and Capgemini is not providing you with any financial or investment-related advice. Your decision to take part in the ESOP 2022 offering is free and strictly personal.

Learning about your savings At the start of 2023, you will receive a notice of allocation confirming the actual amount of your personal investment.

You are investing in ESOP 2022:
At the beginning of each year, you will receive a statement from the account manager showing the status of your account at the end of December of the previous year. For unitholders who subscribed to e-services, the account statement will be made available on the Amundi website.

Amundi ESR provides:

One number per language:

  • German : + 33 4 75 74 30 52
  • English: + 33 4 75 74 30 44
  • Spanish: + 33 4 75 74 30 58
  • French: + 33 4 75 74 30 60
  • Italian: + 33 4 75 74 30 51
  • Dutch: + 33 4 75 74 30 56
  • Portuguese: + 33 4 75 74 30 57


A fax number: + 33 4 75 74 32 23
15. What is the tax arrangement of this plan?
Your participation in this plan will be have tax and social consequences. Please consult the local supplement in your country for a description of the treatment expected.



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