Cap Gemini S.A.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Dual application for Exemptive Relief Applications -- Application for relief from the prospectus and registration requirements for certain trades made in connection with an employee share offering by a French issuer -- The issuer cannot rely on the employee exemption in section 2.24 of National Instrument 45-106 Prospectus and Registration Exemptions as the securities are not being offered to Canadian employees directly by the issuer but rather through special purpose entities -- Canadian participants will receive disclosure documents -- The special purpose entities are subject to the supervision of the local securities regulator -- Canadian participants will not be induced to participate in the offering by expectation of employment or continued employment -- There is no market for the securities of the issuer in Canada -- The number of Canadian participants and their share ownership are de minimis -- Relief granted, subject to conditions.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 25, 53, 74.

National Instrument 45-106 Prospectus and Registration Exemptions.

TRANSLATION

April 13, 2012

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

QUÉBEC AND ONTARIO

(the "Filing Jurisdictions")

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

CAP GEMINI S.A.

(the "Filer")

DECISION

Background

The securities regulatory authority or regulator in each of the Filing Jurisdictions (the "Decision Maker") has received an application from the Filer for a decision under the securities legislation of the Filing Jurisdictions (the "Legislation") for:

1. an exemption from the prospectus requirements of the Legislation (the "Prospectus Relief") so that such requirements do not apply to

(a) trades in units (the "Units") of ESOP Leverage NP 2012 (the "Compartment"), a compartment of an FCPE named ESOP Capgemini (the "Fund"), which is a fonds commun de placement d'entreprise or "FCPE" (a form of collective shareholding vehicle of a type commonly used in France for the conservation of shares held by employee-investors), made pursuant to the Employee Share Offering (as defined below) to or with Qualifying Employees (as defined below) of Canadian Affiliates (as defined below) resident in the Filing Jurisdictions and in British Columbia and Alberta (collectively, the "Canadian Employees") who elect to participate in the Employee Share Offering (such Canadian Employees who subscribe for Units referred to herein as the "Canadian Participants");

(b) trades in ordinary shares of the Filer (the "Shares") by the Compartment and another compartment of the Fund named ESOP Classic 2012 (the "Transfer Compartment") to or with Canadian Participants upon the redemption of Units and Transfer Compartment Units (as defined below), respectively, as requested by Canadian Participants;

(c) trades in Transfer Compartment Units made pursuant to the Employee Share Offering to or with Canadian Participants, including upon a transfer of the Canadian Participants' assets in the Compartment to the Transfer Compartment at the end of the Lock-Up Period (as defined below);

2. an exemption from the dealer registration requirements of the Legislation (the "Registration Relief") so that such requirements do not apply to the Cap Gemini Group (as defined below, which includes the Filer and the Canadian Affiliates), the Compartment and the Transfer Compartment, as applicable, and AMUNDI (the "Management Company") in respect of the following:

(a) trades in Units made pursuant to the Employee Share Offering to or with Canadian Participants not resident in Ontario;

(b) trades in Shares by the Compartment and the Transfer Compartment to or with Canadian Participants upon the redemption of Units and Transfer Compartment Units, respectively, as requested by Canadian Participants; and

(c) trades in Transfer Compartment Units made pursuant to the Employee Share Offering to or with Canadian Participants, including upon transfer of the Canadian Participants' assets in the Compartment to the Transfer Compartment at the end of the Lock-Up Period;

(the Prospectus Relief and the Registration Relief, collectively, the "Offering Relief").

3. Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application),

(a) the Autorité des marchés financiers is the principal regulator for this application;

(b) the Filer has provided notice that section 4.7(1) of Regulation 11-102 respecting Passport System ("Regulation 11-102") is intended to be relied upon in British Columbia and Alberta (the "Other Jurisdictions" and, together with the Filing Jurisdictions, the "Jurisdictions"); and

(c) the decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

Terms defined in Regulation 14-101 respecting Definitions, Regulation 45-102 respecting resale of securities, Regulation 45-106 respecting Prospectus and Registration Exemptions and Regulation 11-102 have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer is a corporation formed under the laws of France. It is not, and has no current intention of becoming, a reporting issuer under the Legislation or the securities legislation of the Other Jurisdictions. The head office of the Filer is located in France. The Shares are listed on NYSE Euronext.

2. Certain affiliates of the Filer employ Canadian Employees (collectively, the "Canadian Affiliates" and, together with the Filer and other affiliates of the Filer, the "Cap Gemini Group"), including Capgemini Canada Inc., New Horizon System Solutions LP, Inergi LP, Societé en Commandite Capgemini Québec -- Capgemini Québec Limited Partnership, and Capgemini Financial Services Canada Inc.

3. Each of the Canadian Affiliates is a direct or indirect controlled subsidiary of the Filer and is not, and has no current intention of becoming, a reporting issuer under the Legislation or the securities legislation of the Other Jurisdictions.

4. As of the date hereof and after giving effect to the Employee Share Offering, Canadian residents do not and will not beneficially own (which term, for the purposes of this paragraph, is deemed to include all Shares held by the Compartment and the Transfer Compartment on behalf of Canadian Participants) more than 10% of the Shares issued and outstanding and do not and will not represent in number more than 10% of the total number of holders of Shares as shown on the books of the Filer.

5. The Filer has established a global employee share offering for employees of the Cap Gemini Group (the "Employee Share Offering"). The Employee Share Offering involves an offering of Shares to be subscribed through the Compartment.

6. Only persons who are employees of a member of the Cap Gemini Group during the subscription period for the Employee Share Offering and who meet other employment criteria (the "Qualifying Employees") will be allowed to participate in the Employee Share Offering.

7. The Compartment was established for the purpose of implementing the Employee Share Offering and the Transfer Compartment was initially established for a different employee share offering of the Filer. The Compartment and the Transfer Compartment are limited liability entities under French law. There is no current intention for the Compartment or the Transfer Compartment to become a reporting issuer under the Legislation or the securities legislation of the Other Jurisdictions.

8. The Fund, the Compartment and the Transfer Compartment have been registered with, and approved by, the Autorité des marchés financiers in France (the "French AMF").

9. Canadian Participants will subscribe for Units, and the Compartment will then subscribe for Shares using the Employee Contribution (as described below) and certain financing made available by Société Générale (the "Bank"), which is a bank governed by the laws of France.

10. The subscription price for the Shares will be the average of the opening price of the Shares (expressed in Euros) on NYSE Euronext on the 20 trading days preceding the date of the fixing of the subscription price by the Board of Directors of the Filer (the "Reference Price"), less a 15% discount.

11. Canadian Participants will contribute 10% of the price of each Share (expressed in Euros) they wish to subscribe for to the Compartment (the "Employee Contribution"). The Compartment will enter into a swap agreement (the "Swap Agreement") with the Bank. Under the terms of the Swap Agreement, the Bank will contribute the remaining 90% of the price of each Share (expressed in Euros) to be subscribed for by the Compartment (the "Bank Contribution").

12. The Compartment will apply the cash received from the Employee Contribution and the Bank Contribution to subscribe for Shares.

13. The Units will be subject to a hold period of five years (the "Lock-Up Period"), subject to certain exceptions prescribed by French law (such as death, disability or termination of employment).

14. Pursuant to the Redemption Formula (described below), Canadian Participants effectively receive a share appreciation potential entitlement in the increase in value, if any, of the Shares subscribed on behalf of Canadian Participants, including the Shares financed by the Bank Contribution. Canadian Participants receive Units in the Compartment representing the Euro amount of the Employee Contribution and a multiple of the average increase in the Share price calculated in accordance with the Redemption Formula.

15. Under the terms of the Swap Agreement, the Compartment will remit to the Bank an amount equal to the net amounts of any dividends paid on the Shares held in the Compartment during the Lock-Up Period. At the end of the Lock-Up Period, the Compartment will owe to the Bank an amount equal to A -- [B+C], where

(1) "A" is the market value of all the Shares at the end of the Lock-Up Period that are held in the Compartment (as determined pursuant to the terms of the Swap Agreement),

(2) "B" is the aggregate amount of all Employee Contributions,

(3) "C" is an amount (the "Appreciation Amount") equal to

(A) P (as defined below) multiplied by the quotient obtained from dividing the Reference Price by the Average Trading Price (as defined below), and further multiplied by the difference (if positive) between the Average Trading Price and the Reference Price where

(I) "P" is a percentage under 100% which has not yet been determined (the final value of P will be determined and communicated to Canadian Participants prior to the finalization of their subscriptions); and

(II) "Average Trading Price" is the average price of the Shares based on the last closing price of the Shares on the last trading day of each month over the Lock-Up Period (i.e. a total of 60 share price readings over the Lock-Up Period) (the "Average Price"). In the event a closing price is less than the Reference Price, it will be substituted with the Reference Price for purposes of the calculation of the Average Price.

and further multiplied by

(B) the number of Shares held in the Compartment.

16. If, at the end of the Lock-Up Period, the market value of the Shares held in the Compartment is less than 100% of the Employee Contributions, the Bank will, pursuant to the terms and conditions of a guarantee contained in the Swap Agreement, make a contribution to the Compartment to make up any shortfall.

17. At the end of the Lock-Up Period, the Swap Agreement will terminate after the final swap payments. A Canadian Participant may then request the redemption of his or her Units in consideration for cash or Shares with a value representing:

(a) the Canadian Participant's Employee Contribution; and

(b) the Canadian Participant's portion of the Appreciation Amount, if any

(the "Redemption Formula").

18. If a Canadian Participant does not request the redemption of his or her Units in the Compartment at the end of the Lock-Up Period, his or her investment in the Compartment will be transferred to the Transfer Compartment (subject to the decision of the supervisory board of the Fund and the approval of the French AMF).

19. Units of the Transfer Compartment (the "Transfer Compartment Units") will be issued to such Canadian Participants in recognition of their assets transferred to the Transfer Compartment. Canadian Participants may request the redemption of the Transfer Compartment Units whenever they wish. However, following a transfer to the Transfer Compartment, the Employee Contribution and the Appreciation Amount will not be covered by the Swap Agreement (including the Bank's guarantee contained therein).

20. Pursuant to the terms of the guarantee contained in the Swap Agreement, a Canadian Participant will be entitled to receive 100% of his or her Employee Contribution at the end of the Lock-Up Period or in the event of an early unwind resulting from the Canadian Participant exercising one of the exceptions to the Lock-Up Period. The Management Company is permitted to cancel the Swap Agreement (which will have the effect of cancelling the guarantee) in certain strictly defined conditions where it is in the best interests of the holders of Units of the Compartment. The Management Company is required under French law to act in the best interests of the holders of the Units of the Compartment. In the event that the Management Company cancelled the Swap Agreement and this was not in the best interests of the holders of the Units of the Compartment, then such holders would have a right of action under French law against the Management Company. Under no circumstances will a Canadian Participant be responsible to contribute an amount greater than his or her Employee Contribution.

21. In the event of an early unwind resulting from the Canadian Participant satisfying one of exceptions to the Lock-Up Period prescribed by French law and meeting the applicable criteria, a Canadian Participant may request the redemption of Units from the Compartment. The value of the Units will be calculated in accordance with the Redemption Formula. The measurement of the increase, if any, from the Reference Price will be carried out in accordance with similar rules to those applied to redemption at the end of the Lock-up Period, but it will be measured using values of the Shares at the time of the unwind instead.

22. Under no circumstances will a Canadian Participant be liable to any of the Compartment, the Transfer Compartment, the Bank or the Filer for any amounts in excess of his or her Employee Contribution under the Employee Share Offering.

23. For Canadian federal income tax purposes, a Canadian Participant should be deemed to receive all dividends paid on the Shares financed by either the Employee Contribution or the Bank Contribution at the time such dividends are paid to the Compartment, notwithstanding the actual non-receipt of the dividends by the Canadian Participants.

24. The declaration of dividends on the Shares (in the ordinary course or otherwise) is strictly decided by the shareholders of the Filer on the proposition of the Board of Directors. The Filer has not made any commitment to the Bank as to any minimum payment of dividends during the term of the Lock-Up Period.

25. To respond to the fact that, at the time of the initial investment decision relating to participation in the Employee Share Offering, Canadian Participants will be unable to quantify their potential income tax liability resulting from such participation, the Filer or the Canadian Affiliates are prepared to indemnify each Canadian Participant for all tax costs to the Canadian Participants associated with the payment of dividends in excess of a specified amount of Euros per calendar year per Share during the Lock-Up Period such that, in all cases, a Canadian Participant will, at the time of the original investment decision, be able to determine his or her maximum tax liability in connection with dividends received by the Compartment on his or her behalf under the Employee Share Offering.

26. At the time the Compartment's obligations under the Swap Agreement are settled, the Canadian Participant will realize a capital gain (or capital loss) by virtue of having participated in the Swap Agreement to the extent that amounts received by the Compartment, on behalf of the Canadian Participant, from the Bank exceed (or are less than) amounts paid by the Compartment, on behalf of the Canadian Participant to the Bank. Any dividend amounts paid to the Bank under the Swap Agreement will serve to reduce the amount of any capital gain (or increase the amount of any capital loss) that the Canadian Participant would have realized. Capital losses (gains) realized by a Canadian Participant may generally be offset against (reduced by) any capital gains (losses) realized by the Canadian Participant on a disposition of the Shares, in accordance with the rules and conditions under the Income Tax Act (Canada) or comparable provincial legislation (as applicable).

27. The Compartment's portfolio will almost exclusively consist of Shares as well as the rights and associated obligations under the Swap Agreement. The Compartment may also hold cash or cash equivalents pending investments in Shares and for the purposes of facilitating Unit redemptions.

28. As indicated above, a Canadian Participant's assets in the Compartment will only be transferred to the Transfer Compartment if such Canadian Participant does not elect to request the redemption of his or her Units at the end of the Lock-Up Period. A Canadian Participant will be able to request the redemption of Transfer Compartment Units at any time in consideration of the underlying Shares or a cash payment equal to the then market value of the Shares held by the Transfer Compartment.

29. Any dividends paid on the Shares held in the Transfer Compartment will be contributed to the Transfer Compartment and used to purchase additional Shares on the stock market. To reflect this reinvestment, either new Transfer Compartment Units (or fractions thereof) will be issued to Canadian Participants or no additional Transfer Compartment Units will be issued and the net asset value of Transfer Compartment will be increased.

30. The Transfer Compartment's portfolio will almost entirely consist of Shares of the Filer, but may also include, from time to time, cash in respect of dividends paid on the Shares pending reinvestments in Shares as well as cash or cash equivalents pending investments in the Shares and for the purposes of Transfer Compartment Unit redemptions.

31. The Management Company is a portfolio management company governed by the laws of France. The Management Company is registered with the French AMF to manage French investment funds and complies with the rules of the French AMF. To the best of the Filer's knowledge, the Management Company is not, and has no current intention of becoming, a reporting issuer under the Legislation or the securities legislation of the Other Jurisdictions.

32. The Management Company's portfolio management activities in connection with the Employee Share Offering and the Compartment are limited to subscribing for Shares from the Filer, selling such Shares as necessary in order to fund redemption requests, and such activities as may be necessary to give effect to the Swap Agreement. The Management Company's portfolio management activities in connection with the Transfer Compartment will be limited to purchasing Shares from the Filer using a Canadian Participant's Employee Contribution plus his or her portion of the Appreciation Amount, if any, based on the Redemption Formula, and selling Shares held by the Transfer Compartment as necessary in order to fund redemption requests.

33. The Management Company is also responsible for preparing accounting documents and publishing periodic informational documents in respect of the Compartment and the Transfer Compartment. The Management Company's activities will not affect the value of the Shares.

34. None of the Filer, the Management Company, the Canadian Affiliates or any of their directors, officers, employees, agents or representatives will provide investment advice to the Canadian Participants with respect to investments in the Shares or the Units.

35. Shares issued in the Employee Share Offering will be deposited in the Compartment's accounts or the Tranfer Compartment's accounts, as the case may be, with CACEIS Bank (the "Depositary"), a large French commercial bank subject to French banking legislation.

36. Participation in the Employee Share Offering is voluntary, and Canadian Employees will not be induced to participate in the Employee Share Offering by expectation of employment or continued employment.

37. The total amount that may be invested by a Canadian Participant in the Employee Share Offering cannot exceed 25% of a Canadian Participant's estimated gross annual compensation (the 25% investment limit takes into account the Bank Contribution).

38. The Shares, Units and Transfer Compartment Units are not currently listed for trading on any stock exchange in Canada and there is no intention to have the Shares, Units or Transfer Compartment Units so listed. As there is no market for the Shares in Canada, and as none is expected to develop, any first trades of Shares by Canadian Participants will be effected through the facilities of, and in accordance with, the rules and regulations of an exchange outside of Canada.

39. The Filer will retain a securities dealer registered as a broker/investment dealer (the "Registrant") under the securities legislation of Ontario to provide advisory services to Canadian Employees resident in Ontario who express an interest in the Employee Share Offering and to make a determination, in accordance with industry practices, as to whether an investment in the Employee Share Offering is suitable for each such Canadian Employee based on his or her particular financial circumstances.

40. Canadian Participants will receive an information package in the French or English language, according to their preference, which will include a description of the terms of the Employee Share Offering, a tax notice containing a description of Canadian income tax consequences of subscribing to and holding the Units and redeeming Units for cash or Shares at the end of the Lock-Up Period. The information package will also include a risk statement which will describe certain risks associated with an investment in Units. Canadian Participants may also consult the Filer's Document de Référence (in French and English) filed with the French AMF in respect of the Shares and a copy of the Compartment's rules (which are analogous to company by-laws). Canadian Participants will also have access to copies of the continuous disclosure materials relating to the Filer that are furnished to holders of Shares generally.

41. Canadian Participants will receive an initial statement of their holdings under the Employee Share Offering together with an updated statement at least once per year.

42. There are approximately 1399 Qualifying Employees resident in Canada, with the largest number residing in the Province of Ontario (approximately 1322), and the remainder in the provinces of Quebec, British Columbia and Alberta, who represent, in the aggregate, less than 2% of the number of employees in the Cap Gemini Group worldwide.

43. The Filer is not, and none of the Canadian Affiliates are, in default of the Legislation or the securities legislation of the Other Jurisdictions. To the best of the Filer's knowledge, the Management Company is not in default of the Legislation or the securities legislation of the Other Jurisdictions.

Decision

Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Makers to make the decision.

The decision of the Decision Makers under the Legislation is that the Offering Relief is granted provided that:

1. the prospectus requirements of the Legislation will apply to the first trade in any Units or Shares acquired by Canadian Participants, unless the following conditions are met:

(a) the issuer of the security

(i) was not a reporting issuer in any jurisdiction of Canada at the distribution date, or

(ii) is not a reporting issuer in any jurisdiction of Canada at the date of the trade;

(b) at the distribution date, after giving effect to the issue of the security and any other securities of the same class or series that were issued at the same time as or as part of the same distribution as the security, residents of Canada

(i) did not own directly or indirectly more than 10% of the outstanding securities of the class or series, and

(ii) did not represent in number more than 10% of the total number of owners directly or indirectly of securities of the class or series; and

(c) the first trade is made

(i) through an exchange, or a market, outside of Canada, or

(ii) to a person or company outside of Canada; and

2. in Québec, the required fees are paid in accordance with Section 271.6(1.1) of the Securities Regulation (Québec).