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, Capgemini SE’s 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 more than 91,000 employee shareholders who held 8.37% of the Group capital making up a stable shareholder in the Group.

You subscribe Capgemini shares with a 12.5% discount on the reference price and for each share you subscribe to, your employer grants you a Stock Appreciation Right (SAR).

Each component of the payment with respect to the SAR (the indemnity and/or the bonus) may be subject to tax and or social charges, as the case may to be withheld by the employer and for countries outside the euro zone will be paid after conversion into local currency (exchange rate applicable upon payment).

The document entitled “Local Supplement” describes the tax treatment applicable.

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. 



Furthermore, 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 cannot 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:
Through the SAR mechanism, 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, your investment will be locked up until December 19, 2028. 

Easy to subscribe:
You can subscribe on line in clicking on “Subscribe to ESOP 2023” between September 15, and October 4, 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.

While taking into account existing legal constraints, our goal is to offer an attractive product that is as consistent as possible from one country to another.

The benefits related to the SAR are financed through a capital increase reserved to the bank, at a discounted price (the same price that the shares subscribed by the employees). In return, the bank provides to your employer a hedging of the employer’s obligations in respect of the indemnity (to provide you a guarantee of your personal investment in euro) and the potential additional gain related to the protected average increase, if any, of the share value over the investment period.

Minimum subscription threshold accessible to a maximum number of employees
If you decide to participate, your subscription must not be less than 2 shares.

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.

You will receive (before any applicable social charges and taxes):

• The value of your shares if you decide to sell them,
• Through the protection provided by the SAR: you will also receive an amount corresponding to any decrease in value in euro of the shares subscribed with your personal contribution as compared to the price paid for them in euro (i.e. the subscription price)

And

• The potential additional gain provided by the SAR equal for each SAR to 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: 7.60 x Reference Price / Average share price

• The protected average increase of the Capgemini SE share price 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.

At the end of the plan, if you do not ask to sale your shares and then decide to retain your investment invested in Capgemini SE shares, the share value of which will increase or decrease according to the Capgemini SE stock market share price, your assets will no longer afford the protection of the 2023 ESOP.

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 September 15 to October 4, 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 November 10, 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 November 10, 2023. 

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

You may also subscribe during this period if you have not reserved between September 15 and October 4, 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 2 shares. 
If you reserved shares 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.

A maximum of 3.5 million shares can be issued under the 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. Above that, your subscription will be reduced with a proportional allocation of shares requested within the limit of the total number of shares available.

All subscriptions lower than or equal to the average will be fully allocated.

However, if you retain your shares after leaving the Group, you will have to pay your own account management fees.

Please note that certain expenses such as check payment and international wire transfers are borne by the subscriber.

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
Denmark	✔
Italy	✔	✔
Japan	✔

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 15^th of the month on the basis of the closing price of the Capgemini SE share on the 15^th of the month (if the 15^th of the month is not a trading and business day, on the basis of the previous trading and business day’s closing price) for the performance part of the SAR while the indemnity is determined on the same day using the opening price of the share.

Be careful that, for ESOP 2019, ESOP 2020 and ESOP 2023, 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 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 each month for the performance part of the SAR while the indemnity is determined on the same day using the opening price of the share.

Be careful that, for ESOP 2021 and ESOP 2022, requests should be submitted with required supporting documents before the 21^st 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.

In the occurrence of one of these automatic early release events, the payment of the SAR (potential SAR indemnity payment and SAR gain) and the redemption of your FCPE units will be done automatically

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 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 the 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 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.
• The SAR notice: here you will find details on the operation of the SAR.

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.
Amundi ESR provides:

Taxation depends on the relevant country. You should consult the tax notice specific to your country included in the document named “Local Supplement”.