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July 07, 2025 Capgemini and WNS Creating a leader in Intelligent Operations
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© Capgemini 2025. All rights reserved | 2 Disclaimers This presentation(togetherwith any oralor supplementalinformationprovidedin connectiontherewith,this “Presentation”)is being deliveredby or on behalfof CapgeminiSE (“Capgemini”or the “Company”)in connectionwith Capgemini’sproposedacquisitionof WNS (Holdings)Limited(“WNS”)(the “Transaction”). This disclaimerappliesto this document and the verbalor written commentsof any personpresentingit. This Presentationis based on informationprovidedby or on behalfof the Companyand other sources. Any estimatesand projectionscontainedhereinhave been preparedor adoptedby the managementof the Company,obtainedfrom publicsourcesor are based upon such estimatesand projections,and involvenumerousand significantsubjectivedeterminations,and thereis no assurancethat such estimatesand projectionswill be realized. NeitherCitigroup(“Citi”),its affiliatesnor any of theirrespectivedirectors,officers,employeesor agents,nor the Companytake responsibilityfor such estimates and projections,or the basis on which they were prepared nor gives any representationor warranty, express or implied, as to: (i) the achievement or reasonablenessof future projections,management targets, estimates,prospects or returns contained in this Presentation,if any; or (ii) the accuracy or completenessof such information containedin this Presentation,any oralinformationprovidedin connectiontherewithor any data that eithergenerates. Nothingcontainedhereinis, or shallbe reliedupon as, a representation, whetheras to the past,the presentor the future. This Presentationwas not prepared for use by readers not as familiar with the Company, and accordingly,neither the Company nor Citi nor their respectivelegal or financial advisors or accountantstakesany responsibilityfor this Presentationif used by personsother than the Company’sshareholders. This Presentationis based upon informationavailableto the Companyand Citi, and financial,stock market and other conditionsand circumstancesexistingas of the date hereof. Neither the Company nor Citi have any obligationto update or otherwise revise or reaffirmthis Presentationbased on circumstances,developmentsor eventsoccurringafterthe date hereof. Nothingcontainedhereinshallbe construedas legal,tax or accountingadvice. The scope of the financialanalysiscontainedherein is based on discussionwith the Company(including,withoutlimitation,regardingthe methodologiesto be utilized),and neitherthe Company nor Citimakesany representation,expressor implied,as to the sufficiencyor adequacyof such financialanalysisor the scope thereoffor any particularpurpose. 7 July 2025
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© Capgemini 2025. All rights reserved | 3 Important notice This presentationis for informationpurposes only and is not intended to and does not constituteor form part of, an offer, invitationor the solicitationof an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securitiesor the solicitationof any vote or approval in any jurisdictionin contraventionof applicable law. In connection with the Transaction,WNS willprovideto its shareholdersand filewith the U.S. Securitiesand ExchangeCommission(the “SEC”)a circularrelatingto the Transaction(the “schemedocument”)and may alsofileotherdocumentswith the SEC. The scheme documentwillcontainthe fulltermsand conditionsof the Transaction,includingdetailswith respectto the WNS shareholdervote in respectof the Transactionand willbe sent or otherwise disseminatedto WNS’ shareholdersand will contain important information about the Transaction and related matters. Any decision in respect of, or other response to, the Transactionshouldbe made onlyon the basisof the informationcontainedin the schemedocument. SHAREHOLDERSOF WNS ARE ADVISEDTO READTHE SCHEMEDOCUMENTAND OTHERRELEVANTDOCUMENTSFILEDWITH THE SEC WHEN THEYBECOMEAVAILABLE,BECAUSETHEYWILL CONTAINIMPORTANTINFORMATIONABOUTTHE TRANSACTION. The scheme documentand other relevantdocumentsmay be obtained,free of charge,on the SEC’swebsite(http://www.sec.gov), when available. WNS’ shareholdersmay obtainfreecopiesof the schemedocumentonce it is availablefrom WNS by goingto WNS’websiteat https://www.wns.com. Participants in the Solicitation Capgemini,WNS and certain of their respectivedirectorsand officers may be deemed participantsin the solicitationof proxies of WNS’ shareholdersin connection with the Transaction. Additionalinformationregardingthe foregoingpersons, includingtheir direct and indirectinterests,by securityholdings or otherwise,will be set forth in the scheme document and other relevantdocuments to be filed with the SEC. WNS’ shareholdersand other interestedpersons may obtain, without charge, more detailedinformationregardingthe directorsand officersof WNS in WNS’ periodicreportsfiledwith the SEC availableon WNS’ websiteat https://www.wns.com, and regardingthe directorsand officersof Capgeminiin Capgemini’smost recentUniversal RegistrationDocument(Document d’Enregistrement Universel) availableon Capgemini’swebsite(https://www.capgemini.com/us-en/). 7 July 2025
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© Capgemini 2025. All rights reserved | 4 Forward-looking statements Certain informationin this Presentation,as well as oral statementsmade regardingthe Transaction,and other informationpublishedby WNS, Capgeminior any member of the Capgemini Group contain statementswhich are, or may be deemed to be “forward-looking statements”. The words “anticipates”,“expects”,“believes”,“intends,“estimates”,“plans”,“projects”,“may”, “would”, “will”, “should”, “continue”,or the negative of these terms and similar expressions are intended to identify forward-looking statements. Such forward looking statements are prospectivein nature and are not based on historicalfacts, but rather on currentexpectationsand on numerousassumptionsregardingthe businessstrategiesand the environmentin which Capgemini,any member of the CapgeminiGroup,includingWNS and its subsidiariesfollowingthe Transaction(“Post-TransactionGroup”)shalloperatein the futureand are subjectto risksand uncertaintiesthat could cause actualresultsto differmateriallyfrom those expressedor impliedby those statements. The forwardlookingstatementscontainedin this Presentationrelateto Capgemini,any member of the CapgeminiGroup or the Post-TransactionGroup’s future prospects,developmentsand businessstrategies,the expected timing and scope of the Transaction and other statements other than historical facts. For a discussion of some of the risks and important factors that could affect such forward-looking statements, please refer, without limitations, to the risks identified in Capgemini’s most recent Universal Registration Document (Document d’Enregistrement Universel) available on Capgemini’s website (https://www.capgemini.com/us-en/). Factorswhich could have a materialadverseeffecton the Company’soperationsand futureprospectsinclude,but are not limitedto, the followingrisks relatingto the Transaction,includingin respectof the satisfactionof closingconditionsto the Transactionon a timelybasisor at all,includingthe abilityto obtainrequiredregulatoryapprovals and the required scheme shareholderapproval; unanticipateddifficultiesand/or expendituresrelating to the Transactionand any related financing; uncertaintiesas to the timing of the Transaction; litigationrelatingto, or other challengesto, the Transaction; the impact of the Transactionon each company’s business operations(includingthe threatenedor actual loss of employees,clientsor suppliers); the inabilityto obtain,or delaysin obtainingcost savingsand synergiesfrom the Transaction; incurrenceof unexpectedcosts and expensesin connectionwith the Transaction; risksrelatedto changesin the financial,equityand debt markets; and risksrelatedto political,economicand marketconditions. In addition,the risksto which WNS’ businessis subject, including those risks describedin WNS’ periodicreports filed with the SEC, could adverselyaffect the Transactionand, followingthe completionof the Transaction,the Company’s operationsand future prospects. New risksand uncertaintiesemerge from time to time, and it is not possiblefor Capgeminiand WNS to predictor assessthe impact of everyfactor that may cause actualresultsto differfrom thosecontainedin any forward-lookingstatements. Specifically,statementsof estimatedcost savingsand synergiesrelateto futureactionsand circumstanceswhich, by theirnatureinvolve,risks,uncertaintiesand contingencies. As a result,the cost savingsand synergiesreferredto may not be achieved,may be achievedlater or sooner than estimated,or those achievedcould be materiallydifferentfrom those estimated. Due to the scale of the Post-TransactionGroup, there may be additionalchanges to the Post-TransactionGroup’s operations. As a result, and given the fact that the changes relate to the future, the resultingcost synergiesmay be materiallygreateror lessthan thoseestimated. Forward-looking statementscontained herein are only based upon currentlyavailableinformationand speak only as of the date of this Presentation,and Capgeminiexpresslydisclaimsany obligationto releasepubliclyany updatesor revisionsto any forward-lookingstatementscontainedhereinto reflectany change in Capgemini’sexpectationswith regard theretoor change in events,conditionsor circumstanceson which any statementis based. Pastperformanceis not a reliableindicatorof futureresultsand shouldnot be reliedupon for any reason. The anticipatedfinancialimpact of the acquisitionof WNS and any referencesto future financialperformanceshould not be viewedas managementguidance. Actualresultsmay differ from the statementsset forthhereinand such differencesmay be material. 7 July 2025
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© Capgemini 2025. All rights reserved | 5 Transaction rationale Creation of a leader in Intelligent Operations ▪ The largest opportunity for global organizations to create value with Gen AI and Agentic AI lies in the fundamental transformation of their operations and business processes. It will attract a significant share of their AI investments as they seek to become AI-powered companies to lead their market ▪ This is creating demand for a new type of business process services: Intelligent Operations. It addresses clients’ goal of efficiency, speed and agility through process hyper-automation, while significantly improving business outcomes by combining data, AI and digital ▪ Intelligent Operations answers these business needs, providing a consulting-led approach to transform and operate horizontal and vertical business processes leveraging Gen AI and Agentic AI Strategic opportunity ▪ Strengthen Capgemini as a business and transformation partner ▪ Seize the opportunity in the fast-growing, high-value Intelligent Operations market ▪ Leverage the full scope of Capgemini’s capabilities and its investments in Data, Gen AI and Agentic AI ▪ Reinforce Capgemini in a high-growth, resilient market Value creation Accretive to the top and bottom lines ▪ 2026: 4% normalized EPS(1) accretion pre-synergies ▪ 2027: 7% normalized EPS accretion post-synergies Revenue and cost synergies ▪ Annual run-rate revenue synergies €100-140m to be achieved by the end of 2027 ▪ Annual run-rate cost synergies €50-70m to be achieved by the end of 2027 Straightforward integration ▪ Strong cultural fit and common values that will enable a smooth integration ▪ Straightforward integration into Capgemini’s Global Business Services activities 7 July 2025 1) Normalized net profit is equal to profit for the year (Group share) adjusted for the impact of items recognized in “Other operating income and expense”, net of tax calculated using the effective tax rate. Normalized earnings per share is computed like basic earnings per share, i.e., excluding dilution.
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© Capgemini 2025. All rights reserved | 6 Transaction highlights Key transaction terms ▪ The contemplated transaction will be implemented by way of a Court-sanctioned scheme of arrangement under the laws of Jersey ▪ Cash consideration of $76.50 per share representing a premium of ▪ 28% over WNS’ last 90-day VWAP1 ▪ 27% over WNS’ last 30-day VWAP1 ▪ 17% over WNS’ closing share price as of July 3rd, 2025 ▪ Total cash consideration will amount to $3.3 billion, excluding WNS’ net financial debt2 ▪ The transaction has been unanimously approved by both Capgemini’s and WNS’ Boards of Directors ▪ The transaction is subject to approval by the Royal Court of Jersey and WNS’ shareholders, as well as to receipt of customary regulatory approvals and other conditions ▪ The closing of the transaction is expected to occur by the end of 2025 Financing ▪ Capgemini has secured bridge financing of €4.0 billion covering the purchase of securities ($3.3 billion), as well as the gross debt and similar obligations of around $0.4 billion and the €0.8bn Capgemini bond redeemed in June 2025 ▪ The Group plans to refinance the bridge with available cash for around €1.0 billion and the balance by debt issuance 7 July 2025 1) Volume Weighted Average Price up to the last closing share price, as of July 3rd, 2025 2) Net financial debt of WNS was negligible as at March 31, 2025
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© Capgemini 2025. All rights reserved | 7 Leading firms AI investments will be focused on1 DEPLOY Individual- productivity focused RESHAPE Process-level productivity aimed at reshaping critical functions INVENT Company-level innovation core to the business, including business transformation 18% 40%42% 1) Leading firms are the companies that demonstrate higher ROI on AI investments than average of respondents (~2.1x higher ROI) Source: HBR, BCG AI Radar, PWC Business Process Outsourcing, Forrester Insight-Driven BPO Service Providers Capgemini Research Institute 71% of service companies CEOs believe Gen AI will change the way their company creates, delivers and captures value in the next 3 years >50% of Gen AI models deployed by 2027 will be tailored to specific industries or functions 81% of firms say that Gen AI is going to transform their industry Enterprises are increasing their investments in Gen AI A significant part of this investment will be focused on transforming business functions and processes To become AI-powered businesses, enterprises will focus a significant share of their AI investments to transform business processes with Gen AI & Agentic AI 7 July 2025 © Capgemini 2025. All rights reserved | 7
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7 July 2025 © Capgemini 2025. All rights reserved | 8 Capgemini is thriving in the AI/Gen AI wave, successfully supporting client adoption with over €900 million in Gen AI bookings in 2024 With the advent of Agentic AI, Business Process Services is the next growth opportunity Capgemini brings AI ambition to a vast array of industries, businesses, and customer experience capabilities. It excels in the strategic areas of vision, innovation, and delivers on change management The Forrester Wave: AI Services
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© Capgemini 2025. All rights reserved | 9 Agentic AI creates a new paradigm in the Business Process Services (BPS) market and significant strategic value for clients Traditional BPS Transactional cost arbitrage and Standardization Intelligent Operations Agentic AI-enabled and outcome- based transformation ▪ End-to-end business process redesign ▪ Leverage AI, Gen AI, agentic AI tools and hyper-automation at scale ▪ Transaction-based & outcome-based pricing Digital BPS Efficiency play from Digital platforms & Automation ▪ Efficiency gains from automation and digital platforms ▪ Introduction of non-FTE based pricing Labor-driven Efficiency focus Commitment on costs Consulting-led & Tech-driven Focus on end-to-end value Commitment on business outcomes ▪ Outsourcing & Offshoring labor cost arbitrage ▪ FTE-based pricing 7 July 2025
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© Capgemini 2025. All rights reserved | 10 Intelligent Operations require a comprehensive set of Business & Technology transformative capabilities Business Process Mapping Eliminate, standardize, optimize processes Processes digital twin creation Ready-to-use data AI / Human hybrid organization & change management Gen AI Human operations Automate processes with RPA/bots Hyper-automate variable processes with AI agents Augment Humans with Gen AI assistants Maintain, orchestrate, monitor Data, AI agents, Gen AI & bots Digital platform Intelligent Operations End-to-end Business Process Transformation Digital solution, security, privacy Data governance, management, platform Data Foundations Transform through Gen AI Build & Run Agentic Operations 7 July 2025
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7 July 2025 © Capgemini 2025. All rights reserved | 11 Gaining scale in Digital BPS and industry knowledge to lead in Intelligent Operations is the strategic value of this transaction
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© Capgemini 2025. All rights reserved | 12 WNS | An at-scale leader in Digital Business Process Services Horizontal Domain Expertise Vertical Industry Expertise driving 41% of revenues A recognized market leader Solutions & Platforms Strong Business Process and Industry Expertise Large blue chip client portfolio Data & Analytics driving 13%(1) of revenues All financial data for fiscal year 2025 – ending 31 March, based on WNS quarterly filings. Clients names based on public domain information. 1) Solely accounts for the standalone Data & Analytics revenue, excluding embedded Data & Analytics embedded in the rest of the offer portfolio 2) Revenue represents revenue less repair payments and the breakdown is based on clients’ locations. 3) “Adjusted operating profit” restated to expense amortization of intangible assets (software) above operating margin to conform to Capgemini’s definition 4) Includes Retail, CPG, Manufacturing, Media and Entertainment and Telecom Operating Margin(3) 18.7% Revenue(2) $1.3bn Headcount 65k o/w non-FTE-based 24% A scale player delivering strong value 92% of revenues outside of Continental Europe Diversified sector mix FY 2025 Ending March 31st North America - 47% UK - 26% Rest of World - 19% Continental Europe - 8% Financial Services & Ins. - 37% Healthcare - 12% Utilities - 8% Travel & Leisure - 13% Others(4) - 14% Shipping, Logistics & Prof. Services - 16% 7 July 2025 © Capgemini 2025. All rights reserved | 12
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© Capgemini 2025. All rights reserved | 13 Strong Industry Expertise, packaged into outcome-based platforms 14% 8% 16% 12% 13% 37% Travel & Leisure Healthcare Financial Services & Insurance Utilities Others1 Shipping, Logitics & Prof. Services All financial data for fiscal year 2025 – ending 31 March, based on WNS quarterly filings 1) Includes Retail, CPG, Manufacturing, Media and Entertainment and Telecom. Revenues sector mix FY 2025 - Ending March 31st Subrogation-as-a-Service End-to-end solution for auto and property claims TravelBuddy Gen AI powered platform to automate corporate travel Claims Trac BPaaS offering for healthcare claims processing Malkom.AI GenAI embedded E2E freight automation platform Proprietary platforms & solutions Strong presence in 4 key verticals with industry-specific platforms Industry- specific IP Vertical platform delivery Client value unlock Data & AI insights WNS reinforces industry and process knowledge through platform data analysis 7 July 2025 © Capgemini 2025. All rights reserved | 13
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© Capgemini 2025. All rights reserved | 14 +9% 2023-2025 Average annual revenue growth at c.c.(1) Immediate accretion to Capgemini growth and operating margin 1) Fiscal year end March 31, 2023 to fiscal year end March 31, 2025 average annual revenue growth at constant currency. Revenue represents revenue less repair payments. 2) WNS “Adjusted operating profit” restated to expense amortization of intangible assets (software) above operating margin to conform to Capgemini’s definition. Value unlocked from Year 1 Immediate cross-selling opportunities Leverage Capgemini extended services offering with WNS clients Leverage WNS digital and industry-specific BPS credentials to Capgemini wider client base Scale player with global presence Attractive combination of horizontal and sector expertise 24% of non-FTE-based revenue ✓ Subscription-based ✓ Transaction-based ✓ Outcome-based +7% to +11% FY2026 Revenue growth guidance 18.7% FY2025 Operating Margin(2) 7 July 2025 © Capgemini 2025. All rights reserved | 14 Long term recurring contracts Limited discretionary work WNS standalone – FY 2025 ending March 31st
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7 July 2025 © Capgemini 2025. All rights reserved | 15 A unique combination to serve our ambition to become a leading AI-powered Business & Technology transformation partner Unique set of capabilities enabling E2E Business Process Transformation coverage Sector expertise Data & AI expertise and platforms Horizontal processes expertise Delivery network capabilities Strategy & Transformation • Business transformation consulting • Strategic business and technology partner • CxO advisory • Change management • Vertical-specific knowledge and platforms, including Banking & Insurance, Travel, Healthcare and CPG • Focused-investments on 10 industry verticals • Scale and expertise • Geographically diversified • Investments in innovation and talents • Ecosystem of strategic partners • Industry-specific approach • RPA, AI/ML, Gen AI, Agentic AI • Data management • Governance and security • Finance & Accounting • Procurement & Supply Chain • Human Resources • Marketing • Research & Analytics
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© Capgemini 2025. All rights reserved | 16 CY2024 Combined view Revenues Combination €22.1bn Business Process Services €0.7bn €1.2bn €1.9bn €23.3bn Operating Margin % of Revenue €226m 18.5% €2,934m 13.3% €3,160m 13.6% Free Cash Flow 1) Capgemini and WNS financials are based on respective accounting standards (i.e. IFRS for Capgemini, US GAAP for WNS). All financial data for calendar year 2024, based on quarterly filings converted from USD to EUR at spot rate of 0.963 as of December 31, 2024. 2) WNS “adjusted operating profit” restated to expense amortization of intangible assets (software) above operating margin to conform to Capgemini’s definition. €0.1bn€2.0bn €2.1bn CY 2024(1) (2) 7 July 2025 © Capgemini 2025. All rights reserved | 16
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© Capgemini 2025. All rights reserved | 17 5% 30% 65% North America Europe Rest of the World CY 2024 Combined view 29% 13%49% 9% North America UK Continental Europe Rest of the World Revenue by Geography Revenue by Sector Revenue by Business 25% 22% 15% 13% 11% 8% 6% Manufacturing Financial Services Public Sector Consumer Goods & Retail TMT Energy & Utilities Services 9% 59% 32% Strategy & Transformation Applications & Technology Operations & Engineering Headcount 405,000 o/w 63% offshore (Including c.8% of Business Process Services) 1) WNS’ revenue by Capgemini sector taxonomy is estimated based on public data. (1) €23.3 billion €23.3 billion €23.3 billion 7 July 2025
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© Capgemini 2025. All rights reserved | 18 Annual run-rate cost synergies €50-70m to be achieved by the end of 2027 Annual run-rate revenue synergies €100-140m to be achieved by the end of 2027 Value creation 1) Normalized net profit is equal to profit for the year (Group share) adjusted for the impact of items recognized in “Other operating income and expense”, net of tax calculated using the effective tax rate. Normalized earnings per share is computed like basic earnings per share, i.e., excluding dilution.7 July 2025 © Capgemini 2025. All rights reserved | 18 4% accretion in 2026 before synergies on normalized EPS(1) 7% accretion in 2027 post-synergies on normalized EPS Revenue synergies Costs and operating model synergies Cross-selling opportunities Acceleration of Capgemini U.S. Business Servicesrevenue Development of innovative industry-specific capabilities New clients SG&A, procurement leverage and facilities consolidation Deeper automation and focus on operational efficiency
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© Capgemini 2025. All rights reserved | 19 Indicative timeline 7 July 2025 Regulatory and antitrust approval processes – around 4 to 6 months 7 July Transaction Announcement WNS’ shareholders meeting Court Sanction Hearings Scheme Effective Date (Closing) Publication of Scheme Circular At least 21 clear days Closing of the transaction is expected to occur by the end of the year Directions Hearings Q3 2025 Q4 2025
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© Capgemini 2025. All rights reserved | 20 Summary 1 Unique combination of capabilities to create a leader in Intelligent Operations and capture the strategic opportunity of client end-to-end business process transformation enabled by Gen AI and agentic AI 2 Strengthens Capgemini presence in Digital Business Process Services (BPS), which is accretive to the Group growth, operating margin and resilience, with immediate cross-selling opportunities 3 Friendly transaction unanimously approved by the Board of Directors of both companies 4 Straightforward integration in Capgemini’s Business Services and benefiting from a strong cultural fit 5 Immediate and strategic value creation 7 July 2025
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Q&A
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7 July 2025 © Capgemini 2025. All rights reserved | 22 Appendix
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© Capgemini 2025. All rights reserved | 23 1) Revenue by Capgemini sector taxonomy is estimated based on public data. 5% 35% 60% North America Europe Rest of the World 28% 12%51% 9% North America UK Continental Europe Rest of the World 9% 62% 29% Strategy & Transformation Applications & Technology Operations & Engineering 5% 30% 65% North America Europe Rest of the World 29% 13%49% 9% North America UK Continental Europe Rest of the World 9% 59% 32% Strategy & Transformation Applications & Technology Operations & Engineering100% 47% 27% 8% 18% Revenue by Geography Revenue by Business Headcount 2% 2% 96% CY 2024 Combined Group © Capgemini 2025. All rights reserved | 237 July 2025 CY 2024
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Copyright © 2025 Capgemini. All rights reserved. D:\My Work\Template\Icons\Social Media\LinkedIN.png D:\My Work\Template\Icons\Social Media\SlideShare.png D:\My Work\Template\Icons\Social Media\Twitter.png D:\My Work\Template\Icons\Social Media\YouTube.png D:\My Work\Template\Icons\Social Media\Facebook.png 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 340,000 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, generative AI, cloud and data, combined with its deep industry expertise and partner ecosystem. The Group reported 2024 global revenues of €22.1 billion. About Capgemini vincent.biraud@capgemini.com Biraud, Vincent Head of Investor Relations +33 1 4754 5087 vincent.biraud@capgemini.com patrick.massoni@capgemini.com Massoni, Patrick Senior Manager, Investor Relations +33 1 4754 5141 patrick.massoni@capgemini.com Get The Future You Want | www.capgemini.com clement.kubiak@capgemini.com Kubiak, Clément Senior Manager, Investor Relations +33 1 4754 5155 clement.kubiak@capgemini.com