CGEMY Capgemini SE (PK)

CAPGEMINI (Paris:CAP):

NOT FOR DISTRIBUTION IN THE UNITED STATES

Disclaimer

The distribution of this press release, this undertaking to repurchase, the purchase of securities pursuant to this procedure and the participation in and tendering pursuant to such undertaking to repurchase may, in certain jurisdictions, be subject to legal and regulatory restrictions. This undertaking to repurchase is not, directly or indirectly, addressed to persons subject to such restrictions and may not be accepted from any jurisdiction where it would be subject to such restrictions.

This press release may not be published, distributed or transmitted into the United States. It is not, nor should it be construed as, an extension of a tender offer for any securities in the United States or any other jurisdiction where such offer or solicitation would be unlawful and no sell order for OCEANEs may be accepted in the United States or from the United States. No means to tender securities on the French market may be provided from the United States or in the United States. Any person tendering securities pursuant to this procedure will be considered as having accepted any such restrictions.

On April 21, 2009, Cap Gemini S.A. ("Cap Gemini" or the "Company") repurchased in off-market transactions 1,898,017 of its bonds convertible into and/or exchangeable for new or existing shares of Cap Gemini issued in 2003 and due January 1, 2010 (the "2010 OCEANEs") at EUR51.501, i.e. a total amount of EUR97,747,875.50.

Following these off-market repurchases representing approximately 21% of the total original principal amount issued of approximately EUR460 million, the Company placed a standing repurchase order of five consecutive trading days (i.e. between April 22 and April 28, 2009) on the market in France to the benefit of all holders of 2010 OCEANEs. Such offer has ended today, and enabled the Company to repurchase 3,260,474 OCEANEs at EUR51.50, i.e. a total amount of EUR167,914,411.

The total number of 2010 OCEANEs repurchased through off-market transactions and the standing repurchase order is 5,158,491, i.e. a total amount of EUR265,662,286.50. The repurchased 2010 OCEANEs will be cancelled in accordance with their terms. Therefore, there are now 3,861,116 OCEANEs outstanding, representing 42.8% of the amount initially issued.

The Company reserves the right to continue to repurchase 2010 OCEANEs, on or off-market, after the standing repurchase order period. However, if the Company repurchases 2010 OCEANEs representing a block of 10% or more of the initial principal amount of initially issued 2010 OCEANEs, the Company will undertake to implement, within two market days of such repurchases representing a block of 10%, a new standing repurchase period of at least five consecutive trading days at a repurchase price per 2010 OCEANE equal to the sum of (i) the highest purchase price (after subtraction of accrued and unpaid interest) of purchases made by the Company during the last twelve months and (ii) the accrued and unpaid interest on the 2010 OCEANEs between the repurchase date and the immediately preceding payment date.

The standing repurchase offer was managed by BNP Paribas.

About the Capgemini Group

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 ExperienceTM. 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 EUR8.7 billion and employs over 90,000 people worldwide.

More information is available at www.capgemini.com.

1 The repurchase price per 2010 OCEANE is equal to (i) the par value of the 2010 OCEANEs plus any unpaid interest accrued between the repurchase date and the immediately preceding payment date (i.e. EUR51.38), plus (ii) a premium of approximately 0.23% (i.e., EUR0.12 per 2010 OCEANE).