WNS (Holdings) Limited (NYSE: WNS) (“WNS”), a digital-led business transformation and services company, today announced that the company’s application to be acquired by Capgemini S.E. (EURONEXT PARIS: CAP) (“Capgemini”) through a scheme of arrangement (the “Scheme”) under the Companies (Jersey) Law 1991 (the “Transaction”) has been sanctioned by the Royal Court of Jersey (the “Court”). Following receipt of the Scheme sanction, the Company now expects that the Transaction will close on October 17, 2025, following the delivery of a copy of the court order to the Jersey registrar.

On July 7, 2025, WNS and Capgemini announced they had entered into a definitive transaction agreement pursuant to which Capgemini will acquire WNS for a cash consideration of 76.50 per WNS share. The total cash consideration will amount to 3.3 billion, excluding WNS net financial debt.

Settlement of the consideration to which any Scheme shareholder is entitled will be effected as set out in the scheme circular published by WNS on July 30, 2025. Registered shareholders will receive payment from the paying agent after submitting a duly completed and validly executed letter of transmittal, which the paying agent will send on or around the closing date. Beneficial holders will receive payment through their brokers and should contact their brokers on or around the closing date.

WNS shareholders are encouraged to consult their tax advisors regarding the tax consequences of the Transaction. Certain requirements under applicable tax laws and regulations are set forth in paragraph 16 of the scheme circular published by WNS on July 30, 2025.

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