WNS Announces Regulatory Clearance For $3.3B Acquisition By Capgemini; Court Hearing Set For October 9, 2025

WNS (Holdings) Limited (NYSE:WNS) ("WNS"), a digital-led business transformation and services company, is pleased to report that as of September 11, 2025, both WNS and Capgemini S.E. (PARIS:CAP) ("Capgemini") have obtained all antitrust and regulatory consents, approvals or clearances, as applicable, required to be obtained in connection with the previously announced acquisition of WNS by Capgemini through a scheme of arrangement (the "Scheme") under the Companies (Jersey) Law 1991 (the "Transaction"). The satisfaction of this condition precedent is in addition to the Scheme approval by WNS shareholders which was disclosed in our press release and form 8-K on August 29, 2025.

Completion of the Transaction remains subject to obtaining the required sanction of the Scheme by the Royal Court of Jersey (the "Court"). The Court has set October 9, 2025, at 10:00am (Jersey time) to hear WNS' application to sanction the Scheme (the "Scheme Hearing"). Shareholders of WNS are entitled to attend and be heard at the Scheme Hearing, either in person or through a Jersey advocate. Please reference WNS' form 8-K to be filed today, September 17, 2025, for further information.

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.