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 employees of the Group who wish to do so to the Group’s development and to its potential performance through the share price of Capgemini SE with advantageous conditions such as:

A protection of the initial personal investment in dollars
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.

You subscribe directly Capgemini SE shares which are managed by Computershare

At the end of 2022, Capgemini counted more than 91,000 employee shareholders holding 8.37% of the Group capital constituting a stable shareholder.

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 three 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 1^st, 2022.
Have been employed for at least one day between November 13 and 15, 2023.
Are a U.S. citizen or U.S. resident alien and are not a resident of France and not a resident of a Non-Cooperative State or Territory as defined under article 238-0 A 1, 2 and 2 bis-1° of the French Tax Code.

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 advantages of ESOP 2023?

ESOP 2023 is a secure, attractive offering that is easy to subscribe to.

A secure offering:
Your personal contribution is protected in dollars, whatever the change in the share price.

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 just a few clicks on the website https://esop.capgemini.com/2023 by 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.

4. How are the offer's benefits financed?

In the USA, by subscribing in the plan you enter into a contract with the financing bank as set out on the subscription form. The bank lends you the amount that provides the leverage equal to 9 times your personal investment. In exchange you agree to transfer to the bank the dividends and at maturity all the shares acquired to reimburse the loan; the bank then pays out to you the amount due under the guaranteed formula (unless, at maturity, you opt to receive shares instead of cash). 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 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 account established for employees at Computershare. 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.

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, you cannot subscribe to less than 2 shares.

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.

6. What will I get at the end of the plan?

Following the holding period, you will receive the amount due to you under the guaranteed formula. If you prefer to keep your investment in Capgemini SE shares, this amount can be paid in Capgemini shares but 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.

For ESOP 2021 and ESOP 2022, it is based on the value of the Capgemini SE closing share price on the last trading day of each month which is also a business day (i.e. the date of the statements of the share price) over the plan duration and on the exchange rate between the Euro and U.S. dollar on the following business day.

For ESOP 2019, ESOP 2020 and ESOP 2023, it is based on the Capgemini SE closing share price on the 15th of each 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 and on the exchange rate between the Euro and U.S. dollar on the following business day. It is calculated in two ways:

The minimum accrued value. This value is equal to the sum of your personal investment in U.S. dollar and the minimum accrued performance. The minimum accrued performance is calculated monthly and gradually increases in euro whenever the closing share price on the date of statement of each 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 on the date of statement of a month is 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 performance in euro is then converted in U.S. dollar using the exchange rate between the Euro and U.S. dollar on the following business day to obtain the minimum accrued value which indicates the minimum amount that you are certain to recover, regardless of future price movement of the Capgemini SE share and assuming the exchange rate remains unchanged, until the plan expires (with the exception of some early termination events 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 performance in euro increases.
The monthly redemption price, which serves as a basis in case of early release (assuming conditions are met). These releases are exceptional. The monthly redemption price does not apply to employees who remain in the plan. This value changes each month and fluctuates with the Capgemini SE share price and the exchange rate 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 a payment in dollars having a value equal to (before any applicable social charges and taxes):

The amount of your personal contribution in dollars and
Again, converted into dollars at the exchange rate applicable at this date equal toaparticipation of 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: 9.40 x Reference Price / Average share price.
- 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.

Instead of receiving such payment in dollars, you may choose to receive Capgemini shares having a value calculated based on the value of the shares and on the exchange date at this date. If you do so, your shares will no longer benefit from 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 reserve shares from 15^th September to 4^th October 2023. You may cancel your reservation fully from 13^th to 15^th November, after the subscription price has been communicated, but you can no longer change it.

The reservation period runs from 15^th September to 4^th October 2023
During this period, you must indicate the number of shares you would like to subscribe 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 revocation period 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 2 shares.
If you reserved shares during the reservation period, you cannot subscribe for a different number of shares 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 is scheduled next December, 19^th.

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.

The Board of Directors has authorized a maximum amount of [3.5] million shares, and gave power to the CEO to set the final amount thereof. 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 shares you reserved.
Case 2: if your subscription > average subscription, you receive the shares 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 issued.

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

10. What costs will I have to pay?

There are no fees to pay: management and handling fees are either included in the scheme or are borne by Capgemini group.

However, if you leave the Group and keep your investment or if you decide to receive shares instead of shares after the holding period, the account maintenance fees will be at your expense (price list available on Computershare website).

11. What means of payment can I use to subscribe?

Your employer will advance the funds in December 2023 up to USD 10,000; you will pay for your subscription through six (6) salary deductions starting on January 15, 2024 and ending March 31, 2024.

If your personal subscription represents an amount greater than USD 10,000, you will have to pay the balance by cashier's check by the end of December.

For more information, please refer to the US Supplement.

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 will be required to exit the plan before this date, if your employment with the Capgemini Group terminates for any reason, including due to your:
• Termination of employment with the Capgemini Group (whether voluntary or involuntary, including by retirement or as a result of your employer ceasing to be a member of the Capgemini Group)
• Death
• Disability (within the meaning of Section 409A of the U.S. Internal Revenue Code)

Early release may also occur in certain cases of transfer of your employment outside of the United States within the Capgemini group.

Early release 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 (if the 15^th of the month is not a business day, on the basis of the previous trading and business day’s closing price).

For ESOP 2019, ESOP 2020 and ESOP 2023 requests should be submitted to Computershare with required supporting documents before the 5th day, excluding any Saturday, Sunday and any day on which commercial banks are not open for general business in France and the United States, preceding the 15^th day of a given month (or the preceding trading day which is also a business day where banks and settlement systems are open in France if the 15^th day of a given month is not a trading day and a business day where banks and settlement systems are open in France),

If Computershare receives the request for early release (with required supporting documents) after the 5^th day, excluding any Saturday, Sunday and any day on which commercial banks are not open for general business in France and the United States, preceding the 15^th day of a given month (or the preceding trading day which is also a business day where banks and settlement systems are open in France if the 15^th day of a given month is not a trading day and a business day where banks and settlement systems are open in France), then the request will be taken into account 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 day of the month which is also a business day.

For ESOP 2021 and ESOP 2022 requests should be submitted with required supporting documents before the 5^th day, excluding any Saturday, Sunday and any day on which commercial banks are not open for general business in France and the United States, preceding the last trading day for a given 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.

13. What happens if I change country during the plan?

Procedures for requesting early release are set on a country by country basis. In the U.S., early release is automatic upon the occurrence of leaving the Capgemini Group for any reason, including termination of employment (or employer leaving the Group), death or disability.

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 (15^th September-4^th October) or revocation period (13^th to 15^th November 2023) may be authorised to subscribe in their country of origin on two 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.

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 number of shares 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 plus any additional documents as indicated in the reservation form (tax form, etc.). 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 estimated 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 US supplement: here you will find detailed information on how ESOP 2023 operates.

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. Please refer to the US Supplement prior to making any investment decisions. Please consult with your financial advisor regarding your participation in the ESOP.

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 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

For any questions about your shares, contact nar.esop@capgemini.com

Computershare (for US subscribers)
• https://www.computershare.com/employee/us
• Customer Service Center: 1 866-280-0561

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.

15. What is the tax arrangement of this plan?

Your participation in this plan will have tax consequences only when exiting the plan. Please refer to the Taxation section in the US Supplement.