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Capgemini SE Delisting Announcement 2016

Oct 5, 2016

1177_iss_2016-10-05_16f20443-924f-4f33-8b09-08b0119f3d8e.pdf

Delisting Announcement

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Investor relations: Vincent Biraud Tel.: 01 47 54 50 87

Early redemption of Cap Gemini "ORNANE" (Zero coupon net share settled bonds convertible into new shares and/or exchangeable for existing shares of Cap Gemini due January 1, 2019)

Paris, October 5, 2016 – Cap Gemini has decided to redeem all of the outstanding zero coupon net share settled bonds convertible into new shares and/or exchangeable for existing shares of Cap Gemini due January 1, 2019 issued on October 25, 2013 ("ORNANE" - ISIN FR0011600352) under the conditions set out in Section 4.9.3 ("Early redemption at the Company's option") of the securities note (Note d'Opération) approved by the French regulator (Autorité des Marchés Financiers) on October 18, 2013 under number 13-557 ("Securities Note"). Redemption will occur at par, i.e. €67.13, on November 21, 2016 based on a Conversion Ratio (as defined in Section 4.17.2 "Conversion events" of the Securities Note of 1.00 Cap Gemini share per ORNANE.

Each ORNANE holder retains the ability to exercise their Conversion Right pursuant to Section 4.17 ("Conversion Right") of the Securities Note.

In the event of exercise and in accordance with Article 4.17.3 ("Terms of allocation pursuant to the Conversion Right") of the Securities Note, the Company intends to allocate an amount in cash equal to the product of the par value of one ORNANE and the number of ORNANE for which the Conversion Right has been exercised and an amount payable in new and/or existing Cap Gemini's shares (at the option of the Company) corresponding to the product of the number of ORNANE for which the Conversion Right has been exercised and the difference between the Conversion Value (as defined in the Securities Note) and the par value of one ORNANE.

A Euronext Paris notice relating to the delisting of the ORNANE will also be published today. The securities will be delisted from Euronext and deregistered from Euroclear France (central depository) respectively on November 17 and November 21, 2016.

For further information, please refer to the notice published in the French official bulletin of legal notices (BALO) no. 120 on October 5, 2016, also available on the Company website (www.capgemini.com)

About Capgemini

With 180,000 people in over 40 countries, Capgemini is one of the world's foremost providers of consulting, technology and outsourcing services. The Group reported 2015 global revenues of EUR 11.9 billion. Together with its clients, Capgemini creates and delivers business, technology and digital solutions that fit their needs, enabling them to achieve innovation and competitiveness. A deeply multicultural organization, Capgemini has developed its own way of working, the Collaborative Business ExperienceTM, and draws on Rightshore®, its worldwide delivery model.

Learn more about us at www.capgemini.com.

Rightshore® is a Capgemini trademark

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 Cap Gemini'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 Cap Gemini's Registration Document available on Cap Gemini'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 Cap Gemini. 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, Cap Gemini 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