PRESS RELEASE: Capgemini - Employee Shareholding Plan

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.