Capgemini, one of the foremost providers of outsourcing and consulting services of the world, has launched a shareholding plan for its employees. The company has reserved a maximum of 6,000,000 shares for their employees. This settlement-delivery of the shares is expected to occur on December 16, 2009. This offering is reserved for Capgemini\'s employees and their French and other foreign subsidiaries who are the members of its Group Savings Plans. This transaction is offered to around 98% of the employees of the Group. It is also a part of the policy that associate all its employees with the development and performance of the Capgemini Group.

The shareholders of the company permitted the Board of Directors to raise the company\'s share capital regarding this offering at the "Ordinary and Extraordinary Shareholders’ Meeting", which was held on April 30, 2009. The power to implement this plan was delegated to the Chief Executive Officer. The final terms and conditions of this plan will also be decided by the company\'s Chief Executive Officer. This will also include the subscription price of these newly-issued shares, which is likely to be equal to 85% of its Reference Price.

The following are the terms and conditions of this subscription:

• The beneficiaries of this offering are those employees of the company who are the members of Capgemin\'s Group Savings Plans. They can enjoy this offering regardless of their nature of employment contract. However, they need to justify their three-month seniority at least by the end of this subscription period.

• These shares will be either subscribed to directly or through the Fonds Commun de Placement d’Entreprise or FCPE. This will be done in accordance with tax legislation and applicable regulatory of the various countries.

• The company\'s employees can subscribe for these shares within the structure of a special formula known as leveraged and guaranteed. The employees can enjoy a guarantee on their investment. The employees will also be allocated Stock Appreciation Rights in some countries.

• The lock up period for this plan is five years. However, there are provisions for authorized early exit.

• If the shares are subscribed directly, the relevant employees can exercise their individual voting rights. The employees who will be subscribing for these shares through an FCPE, their voting rights will be exercised by that particular FCPE Supervisory Board. However, in Italy it is the FCPE’s unit holders who will be exercising the voting rights directly.