15 key questions to understand ESOP 2023
In line with the Group's entrepreneurial spirit, ESOP is the name of Capgemini's Employee Share Ownership Plan.
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1. What is 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:
ESOP 2023 is an operation authorised by shareholders and reserved for employees wishing to invest in the Group. At the General Assembly of 16th 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).
- 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 16th 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).
The SAR is a commitment from your employer to pay you a cash bonus determined at the end of a 5-years holding period based on the Capgemini share price performance over the holding period.
The SAR mechanism enables you to recover at least your personal contribution (before tax and social charges) in Euro and to benefit from a potential performance boost.
The SAR mechanism enables you to recover at least your personal contribution (before tax and social charges) in Euro and to benefit from a potential performance boost.
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.
2. Who can participate in ESOP 2023 and how?
ESOP 2023 is open to employees in 32 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 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.
Eligibility Rules
All employees of a company where ESOP 2023 is offered and who fulfill the following two criteria are eligible:
All employees of a company where ESOP 2023 is offered and who fulfill the following two criteria are eligible:
- Have been employed by the Group, on November 15, 2023, for a minimum of 3 months, whether consecutive or not, as from January 1st, 2022.
- Have been employed for at least one day between November 13 and 15, 2023.
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.
3. What are the avantages of ESOP 2023 ?
ESOP 2023 is a secure, attractive offering that is easy to subscribe to.
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.
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.
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.
5. What are the investment limits?
The Capgemini group aims at enabling as many employees as possible to invest in ESOP 2023 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 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.
6. What will I get at the end of the plan?
Following the holding period, you may ask for your investment to be paid out. If you prefer to keep your assets invested in Capgemini SE shares, you will no longer benefit from the guarantee on the personal investment for the future.
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.
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 2021 and ESOP 2022, it is based on the value of the Capgemini SE closing share on the last trading day of each month which is also a business (i.e. the date of the statements of the share price).
For ESOP 2019, ESOP 2020 and ESOP 2023, it is based on the Capgemini SE closing share price on the 15th of the month, or the previous trading and business day if the 15th is not a trading and business day (i.e. date of the statements of the share price) over the plan duration.
Please note that the performance of the plan is calculated using the closing price of the share on the statement date in the SAR formula is calculated using the opening price of the share on the statement date.
The performance is calculated in two ways:
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 price 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.
For ESOP 2019, ESOP 2020 and ESOP 2023, it is based on the Capgemini SE closing share price on the 15th of the month, or the previous trading and business day if the 15th is not a trading and business day (i.e. date of the statements of the share price) over the plan duration.
Please note that the performance of the plan is calculated using the closing price of the share on the statement date in the SAR formula is calculated using the opening price of the share on the statement date.
The performance is calculated in two ways:
- The minimum accrued value (in euro). This value is calculated monthly and gradually increases whenever the performance under the SAR increases (i.e. when the closing price of the date of statement 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 planis below the reference price, it is the reference price of the relevant plan - not the closing 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 the date of statement of 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 price 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.
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)
- 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.
7. How can I subscribe online?
On September 15, 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/2023 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/2023. 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 September 15 to October 4, 2023. You may cancel your reservation fully from November 13 to 15, after the subscription price has been communicated, but you can no longer change it.
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.
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 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.
10. What costs will I have to pay?
There are no costs to pay. For Group employees, management fees and account handling fees are either included in the scheme, or paid for by Capgemini group.
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.
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 |
|
| Denmark | ✔ | |
| Italy | ✔ | ✔ |
| Japan | ✔ |
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:
In addition, early release may be required, upon Capgemini SE decision, in case of:
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.
This list of early release cases may vary based on local laws and tax rules.
Early release cases by country are described in the document entitled “Local Supplement”.
- Employee contract termination
- Death of an employee
- Disability of an employee
In addition, early release may be required, upon Capgemini SE decision, in case of:
- Transfer to a non-SAR country or to a non-participating country (transfer to a Capgemini entity located in another SAR country does NOT constitute an early release case)
- Employer entity leaving the Capgemini Group (Change of control)
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.
This list of early release cases may vary based on local laws and tax rules.
Early release cases by country are described in the document entitled “Local Supplement”.
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 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 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?
For SAR countries, early release is automatic when leaving the company, and, upon Capgemini SE’s decision, if you are transferred to another non-SAR country or a non-participating country. If you join another Group company in a SAR country (currently Australia, Italy, Japan, Sweden, Denmark), no early release will be possible based on this change of employer.
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 automaticallyFor 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, during the five-year holding period.
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:
One number per language:
A fax number: + 33 4 75 74 32 23
Note: CACEIS will hold your investment and will pay you potential dividends directly on your bank account.
- 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
Note: CACEIS will hold your investment and will pay you potential dividends directly on your bank account.
15. What is the tax arrangement of this plan?
Taxation depends on the relevant country. You should consult the tax notice specific to your country included in the document named “Local Supplement”.