Capgemini’s twelfth Employee Share Ownership Plan: share buyback to neutralize dilution

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Capgemini’s twelfth Employee Share Ownership Plan:

share buyback to neutralize dilution

Paris, October 7, 2025 – As part of its twelfth Employee Share Ownership Plan (ESOP), announces the launch of the share buyback dedicated to neutralizing the shareholder dilution associated with this plan. This follows the announcement on September 11, 2025, of the launch of this ESOP plan and the decision by Capgemini SE's Board of Directors to authorize a dedicated share buyback envelope, distinct from the €2 billion multi-year envelope announced on July 30, 2025.

Capgemini SE entered into a share buyback agreement on October 7, 2025, 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 within a maximum average buyback price of 250 euros per share, for the purpose of cancellation. This transaction falls within the scope of authorizations granted by the Shareholders’ Meeting of May 7, 2025, and the main terms and conditions of this agreement are detailed in the appendix to this press release.

With this transaction, Capgemini is allocating in advance the proceeds of this 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 18, 2025, 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 1.58% of existing share capital), with no material impact on the Group's cash position and no significant dilution of existing shareholders.

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 350,000 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 2024 global revenues of €22.1 billion.

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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 within a maximum average buyback price of 250 euros per share, 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 9, 2025, 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 5, 2025.

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