15 key questions to understand ESOP 2023

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 2023 is an operation authorised by shareholders and reserved for employees wishing to invest in the Group. At the General Assembly of 16^th May 2023, 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 2022, Capgemini counted more than 91,312 employee shareholders detaining 8.37% of the Group capital constituting a stable shareholder.

Subscribing to ESOP 2023, 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 2023 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).

ESOP 2023 Participating Countries
Australia, Austria, Belgium, Brazil, Canada, Colombia, Czech Republic, Denmark, Finland, France, Germany, Guatemala, Hong Kong, Hungary, India, Italy, Japan, Luxembourg, Mexico, Morocco, Netherlands, New Zealand, Norway, Poland, Portugal, Romania, Singapore, Spain, Sweden, Switzerland, UK, USA. 



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.

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 2023. 

Easy to subscribe:
You can subscribe on line in clicking on “Subscribe to ESOP 2023” between 15^th September and 4^th October 2023. Beyond these advantages, investing in ESOP 2023 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.

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 2023. 

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.

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
Colombia	COP	500,000
Czech Republic	CZK	2,750
Guatemala	GTQ	900
Hong Kong	HKD	900
Hungary	HUF	40,000
India	INR	9,000
Mexico	MXN	2,500
Morocco	MAD	1,200
Norway	NOK	1,200
New Zealand	NZD	175
Poland	PLN	500
Romania	RON	500
Singapore	SGD	175
Switzerland	CHF	120
United Kingdom	GBP	100

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 15 to October 4, 2023, the maximum investment limit is set at 2.5% of your estimated gross annual remuneration for 2023. During the revocation period from November 13 to 15, 2023, the upper limit is set at 0.25% of your estimated gross annual remuneration for 2023.

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 2023 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 2023 gross annual compensation from the yearly cumulative of your fixed monthly salary plus, as required, any variable elements paid in 2023 (bonuses, 2023 variable or 2022 bonus paid in 2023, etc.). 

Example: if your gross annual compensation is €36,000, and if you were paid in 2023 a €3,000 bonus (based on 2022 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.

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 2023. 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: 10,55 x Reference Price / Average share price for Leverage P and to 9,25 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).

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/2023 You will need to connect to the site, enter your login information and follow the instructions.

The reservation period runs from 15^th September to 4^th October 2023
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 2023”.

 The subscription price will be known on 10^th November 2023
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 10^th November 2023. 

The period of revocation runs from 13^th to 15^th November 2023
During these 3 days, you may cancel your subscription fully.

You may also subscribe during this period if you have not reserved between 15^th September and 4^th October 2023. However, in this case, your personal investment is limited to 0.25% of your 2023 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, 19^th.

A maximum of 3.5 million shares can be issued under ESOP 2023 (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.

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	✔
Colombia
Czech Republic
Finland		✔
Guatemala	✔
Hong Kong	✔
Hungary
India	✔
Luxembourg		✔
Mexico		✔
Netherlands	✔
Mexico		✔
Netherlands	✔
Portugal		✔
New Zealand
Norway		✔
Poland		✔
Romania	✔
Spain	✔
Singapore	✔
Switzerland
United Kingdom	✔

Processing of early releases takes place once a month. For ESOP 2019, ESOP 2020 and ESOP 2023 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 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.

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 13^th and 15^th November 2023. 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 2023 to a country which is not eligible for ESOP 2023 during the reservation (14^th September-3^rd October) or revocation period (13^th to 15^th November 2023) 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 15^th November 2023 will not be considered eligible for ESOP 2023.
• 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.

ESOP 2023 Information
You will find the answers to your questions on the special ESOP 2023 website, on the Talent site or on your local Intranet.
You may also contact one of the ESOP 2023 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 2023.
• 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 2023 and return it duly dated and signed between September 15 and October 4, 2023 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 15 and October 4, 2023 and who wish to subscribe between November 13 and 15, 2023. 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 13 and 15, 2023 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 2023 tax rules applicable to your ESOP 2023 investment and, where appropriate, with specific conditions applicable in your country.
• The Key Information Document (KID) 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 2023 offering is free and strictly personal.

Learning about your savings  At the start of 2024, you will receive a notice of allocation confirming the actual amount of your personal investment.

 You are investing in ESOP 2023:
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:

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.