Capgemini SE: Neutralization of the 2024 ESOP dilutive impact

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Victoire Grux
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Vincent Biraud
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Capgemini’s eleventh Employee Share Ownership Plan:
share buyback to neutralize dilution

Paris, October 8, 2024 – As part of its eleventh Employee Share Ownership Plan (ESOP), Capgemini is announcing the launch of a share buyback to neutralize the shareholder dilution associated with this plan.

Capgemini will allocate in advance the proceeds of this eleventh ESOP plan - which takes the form of a capital increase reserved for employees - to the repurchase of existing shares. This share buyback operation is designed to neutralize the shareholder dilution resulting from the capital increase and will take place before December 19, 2024, the date on which the capital increase will become effective. On this date, employee shareholding will be increased by a maximum of 2.7 million shares (representing 1.56% of existing share capital), with no material impact on the Group's cash position and no significant dilution of existing shareholders.

On October 8, 2024, Capgemini SE entered into a share buyback agreement with an investment services provider, which is also the institution structuring the employee share ownership plan. Capgemini has thus undertaken to buy back its own shares, up to a limit of 2.7 million shares and 675 million euros, for the purpose of cancellation. The main terms and conditions of the share buyback agreement are detailed in the appendix to this press release.

As a reminder, this share buyback transaction follows the announcement on September 11, 2024 of the launch of the eleventh ESOP plan and the decision by Capgemini SE's Board of Directors to authorize a dedicated share buyback program. The terms of these two transactions fall within the scope of authorizations granted by the Shareholders’ Meeting of May 16, 2024.

DISCLAIMER
This press release may contain forward-looking statements. Such statements may include projections, estimates, assumptions, statements regarding plans, objectives, intentions and/or expectations with respect to future financial results, events, operations and services and product development, as well as statements, regarding future performance or events. Forward-looking statements are generally identified by the words "expects”, "anticipates”, "believes”, "intends”, "estimates”, "plans”, "projects”, "may”, "would”, "should” or the negatives of these terms and similar expressions. Although Capgemini’s management currently believes that the expectations reflected in such forward-looking statements are reasonable, investors are cautioned that forward-looking statements are subject to various risks and uncertainties (including, without limitation, risks identified in Capgemini’s Universal Registration Document available on Capgemini’s website), because they relate to future events and depend on future circumstances that may or may not occur and may be different from those anticipated, many of which are difficult to predict and generally beyond the control of Capgemini. Actual results and developments may differ materially from those expressed in, implied by or projected by forward-looking statements. Forward-looking statements are not intended to and do not give any assurances or comfort as to future events or results. Other than as required by applicable law, Capgemini does not undertake any obligation to update or revise any forward-looking statement.

This press release does not contain or constitute an offer of securities for sale or an invitation or inducement to invest in securities in France, the United States or any other jurisdiction.

ABOUT CAPGEMINI
Capgemini is a global business and technology transformation partner, helping organizations to accelerate their dual transition to a digital and sustainable world, while creating tangible impact for enterprises and society. It is a responsible and diverse group of 340,000 team members in more than 50 countries. With its strong over 55-year heritage, Capgemini is trusted by its clients to unlock the value of technology to address the entire breadth of their business needs. It delivers end-to-end services and solutions leveraging strengths from strategy and design to engineering, all fueled by its market leading capabilities in AI, cloud and data, combined with its deep industry expertise and partner ecosystem. The Group reported 2023 global revenues of €22.5 billion.

Get the Future You Want | www.capgemini.com

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APPENDIX

Main terms and conditions of the share buyback agreement

Capgemini SE undertakes to buy back its own shares up to a limit of 2,700,000 shares and 675 000 000 euros, with a view to cancelling them. The price per share to be paid will be calculated based on the volume-weighted average daily share prices over a maximum period of 20 trading days starting on October 10, 2024, and corresponding to the period for setting the reference price of the shares to be issued under the new ESOP plan.

Share buyback transactions by the investment services provider under this agreement will cease no later than November 6, 2024.

Attachment

• Capgemini_-_2024-10-08_-_Neutralization_of_the_ESOP_dilutive_impact