CAPGEMINI - ESOP 2022

What is the leveraged formula?

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By subscribing to ESOP 2022:

Your personal contribution is protected in euro¹. If the Capgemini share price at the end of the holding period is lower than the subscription price, your employer will pay an indemnity per share subscribed equal to the difference between the subscription price and the Capgemini share price at the end of the holding period.	You will make a capital gain¹ in euro, if the Capgemini share price is higher than the subscription price you paid. Capital gain = final share price – subscription price you paid
A cash bonus¹ (thanks to the SAR) paid by your employer (amount based on the protected average increase in the Capgemini share price over the duration of the plan.	You will benefit from the potential distribution of dividends¹, attached to your purchased shares, over the whole period during which you hold them.

^{1 Amount which may be subject to tax and social charges and which is subject to changes in the exchange rate between the beginning and the end of the holding period. For more information, please refer to the tax section of the Local Supplement.}

On the other hand:

1. The participation in the protected average increase is partial and decreases as the protected average increase in the price of the Capgemini share grows,
2. Your investment must be held for a period of five years (except in case of authorised early release).

The protected average increase and the multiple booster

The protected average increase is the difference between the average of the share price readings and the reference price, which will be set on November 3, 2022.

Your gain is calculated based on the protected average increase in the Capgemini share price over the duration of the plan.

Each month (on the last trading business day) the Capgemini SE share price will be recorded. The 60 readings will permit to calculate the average Capgemini SE share price over the 5 years. The average is called protected as none readings could be below the reference price. All the readings, which will be less than or equal to the reference price will be automatically replaced by the reference price.

The average of the Capgemini SE share price over the 5 years is compared to the reference price. This difference, when positive, gives the Protected Average Increase.

Protected Average increase = Protected average – Reference price

What is the multiple and why does it have an amplifying effect?

The multiple is a multiplier coefficient applied to the average increase. It allows you to multiply your gain and therefore optimise your performance. The multiple decreases as the protected average increase in the price of the Capgemini share grows.

How does it work?

Examples of potential return on investment thanks to the SAR without taking into account an additional potential capital gain when you sell your shares: The amounts shown are solely for indicative purposes, to make the offer easier to understand. In these examples, an indicative reference price of €150 is used, i.e. a subscription price by employees of €131.25 (87.5% x €150).

N.B. the examples above do not take into account any changes in the exchange rate

If the protected average increase in the Capgemini share price over the 2022-2027 period has been…	0%	10%	25%	50%
Which means an average of readings of…	(€150)	(€165)	(€188)	(€225)
… by investing €262.50 in 2022, in 2027 the cash bonus² enables you to receive...	€0	€203.18	€447.00	€745.00
You will therefore multiply your personal contribution by…	1	1.77	2.70	3.84
In other word this makes an average annual return of…	0%	12.1%	22.0%	30.8%

² Amount which may be subject to tax and social charges. For more information, please refer to the tax section of the Local Supplement.

What are the risks?

Your investment carries no risk of capital loss in euro because your personal contribution is guaranteed in euro. The protection provided by your employer will not be absolute, because the payment does not take into account taxation and / or social charges if any, nor the effect of unfavourable exchange rates (if the Euro exchange rate variation between November 2, 2022 and the date on which your investment will end is unfavourable. Your personal contribution and the cash bonus will be denominated in Euro. The value of your shares, the potential indemnity payment and the potential additional amount through the SAR will be converted into your currency at market rate applicable on the date of the cash payment.

Depending on the evolution of the exchange rate between euros and your subscription currency, you might benefit from a gain or loss on your investment.

What is the investment period?

Your shares are locked up for 5 years except in case of early release.

If you keep your shares after the end of the holding period, you will no longer benefit from the protection on your personal contribution in euros once the holding period has elapsed nor any cash bonus entitlement, as the SAR granted by your employer will have matured and any amount due with restpect to the SAR will have been paid to you.

Early release cases

Your investment will be held for five years. However, in some circumstances, early release may be allowed in the following instances:

Termination of the employment contract
Disability of the employee
Death of the employee.

In the event of one of these events, the payment of the SAR (potential SAR indemnity payment and SAR gain) will be done automatically.

In addition, early release may be possible, upon Capgemini SE decision, in case of:

Transfer to a Capgemini entity, which is located in a non-SAR country
Employer entity leaving the Capgemini Group (change of control of the employer).

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