Capgemini - Employee Shareholding Plan

PARIS--(Business Wire)--
Regulatory News:

Following the announcement made on May 14, 2009, Capgemini (Paris:CAP) has
launched an offering of a maximum of 6,000,000 shares reserved for the employees
of the Capgemini Group. The settlement-delivery of shares should occur on
December 16, 2009, at the latest. The main terms and conditions of this plan are
described below.

ISSUER

Cap Gemini S.A.

Eurolist compartment A - Euronext Paris (France)

Common share ISIN code: FR0000125338 - CAP

PURPOSE OF THE OFFERING

This offering of shares is reserved for the employees of Capgemini, and its
French and foreign subsidiaries who are members of the Group Savings Plans.

This transaction, which is offered to approximately 98% of the Group`s
employees, is part of a policy to associate all employees with the Capgemini
Group`s development and performance.

OFFERED SECURITIES

At the Ordinary and Extraordinary Shareholders` Meeting of April 30, 2009, the
shareholders of Cap Gemini authorized the Board of Directors to increase the
share capital of the company of up to a maximum amount of 6,000,000 shares, in
connection with this offering.

In accordance with this authorization, the Board of Directors approved the offer
in principle on April 30, 2009 and delegated to the Chief Executive Officer the
powers required for its implementation.

According to the projected time line, the Chief Executive Officer, acting on the
delegation granted upon him by the Board of Directors, will decide on the final
terms and conditions of the plan on November 16, 2009, notably the subscription
price of the newly-issued shares. The subscription price will be equal to 85% of
the Reference Price.

In accordance with the provisions of Article L. 3332-19 of the French Labor
Code, the Reference Price is equal to an average of the share prices of the Cap
Gemini share on compartment A of Euronext Paris during the twenty (20) trading
days preceding the decision of the Chief Executive Officer, i.e., October 19,
2009 to November 13, 2009.

The subscription / retractation period will be opened from November 17 until
November 19, 2009. During this period, the employees will be able to withdraw
their request to subscribe that was submitted during the reservation period
ending October 14, 2009.

The new shares will be entirely assimilated into the existing common shares
comprising Cap Gemini`s share capital. These shares will carry right to
dividends distributed in respect of periods as from January 1, 2009. The capital
increase is scheduled for December 16, 2009.

CONDITIONS OF THE SUBSCRIPTION

* Beneficiaries of the share offering reserved for employees: the beneficiaries
of the offering are employees of companies of the Capgemini Group who are
members of the Group Savings Plans regardless of the nature of their employment
contract (fixed or indefinite term length, full or part time employment) and
that are able to justify a three-month seniority by the end of the subscription
period, i.e., November 19, 2009.
* Terms and conditions of the subscription: the shares will either be subscribed
to directly or through an FCPE (Fonds Commun de Placement d`Entreprise), in
accordance with applicable regulatory and/or tax legislation in the various
countries of residence of the capital increase beneficiaries.
* Subscription formula: employees will be able to subscribe to Cap Gemini shares
within the framework of a unique formula called leveraged and guaranteed,
allowing the employee to benefit from a guarantee on their investment made into
this plan. In certain countries, employees will be allocated Stock Appreciation
Rights (SAR) by their employer, the amount of which will be indexed in
accordance with a formula similar to the one offered under the leveraged
formula.
* Lock up period applicable to the Cap Gemini shares or to the corresponding
FCPE units: the subscribers to the offer shall hold either the shares subscribed
to directly, or the corresponding units of the FCPEs, during a five-year period,
except in the event of an authorized early exit.
* Exercising voting rights attached to the shares: when shares are subscribed
to, then held, via the intermediary of an FCPE, voting rights attached to these
shares will be exercised by the relevant FCPE Supervisory Board; except for
Italy where the voting rights will be exercised directly by the FCPE`s units
holders; when shares are subscribed to directly by employees, voting rights will
be exercised individually by the relevant employees.

HEDGING TRANSACTIONS

The implementation of the leveraged guaranteed offering may lead the financial
institution structuring the offer (Société Générale), to undertake hedging
transactions, in particular as of the beginning of the fixing period of the
reference price, i.e., October 19, 2009, and over the entire course of the plan.

LISTING

The request to list the newly-issued Cap Gemini shares to trading on the same
line of the Eurolist market of Euronext Paris (ISIN code: FR0000125338), as the
existing shares will be made as soon as possible following the completion of the
capital increase scheduled to take place on December 16, 2009.

SPECIAL NOTE REGARDING THE INTERNATIONAL OFFERING

This press release does not constitute an offer to sell or a solicitation of
offers to subscribe to Cap Gemini shares. The offering of Cap Gemini shares
reserved for employees will be conducted only in countries where such an
offering has been registered with or notified to the competent local authorities
and/or following the approval of a prospectus by the competent local authorities
or in consideration of an exemption of the requirement to prepare a prospectus
or to proceed to a registration or notification of the offering.

More generally, the offering will only be conducted in countries where all
required filing procedures and/or notifications have been completed and the
required authorizations have been obtained.

EMPLOYEE CONTACT

For all questions regarding this offering, the beneficiaries may address their
Human Resources contact person and/or any other person specified in the
documentation submitted to employees.

About Capgemini

Capgemini, one of the world's foremost providers of consulting, technology and
outsourcing services, enables its clients to transform and perform through
technologies. Capgemini provides its clients with insights and capabilities that
boost their freedom to achieve superior results through a unique way of working,
the Collaborative Business Experience. The Group relies on its global delivery
model called Rightshore®, which aims to get the right balance of the best talent
from multiple locations, working as one team to create and deliver the optimum
solution for clients. Present in more than 30 countries, Capgemini reported 2008
global revenues of EUR 8.7 billion (approximately USD $12.74 billion) and
employs 90,000 people worldwide.

Press Relations:
Christel Lerouge
Tel: +33 1 47 54 50 76
or
Investors Relations:
Manuel Chaves d`Oliveira
Tel: +33 1 47 54 50 87

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