CAPGEMINI_REGISTRATION_DOCUMENT_2017

ADDITIONAL INFORMATION

7.1 Legal information

Provisions of the bylaws governing administrative and management bodies 7.1.17 Appointment of directors and duration of terms of office

Age limit for the Chairman of the Board of{Directors The age limit for the exercise of the duties of Chairman of the Board of Directors is as follow: seventy{(70){years of age when he/she also holds the position X of Chief Executive Officer; and seventy-nine{(79){years of age when he/she does not hold the X position of Chief Executive Officer. In both cases, the term of office expires at the end of the first Ordinary Shareholders’ Meeting following the Chairman’s birthday. Where the functions of Chairman and those of Chief Executive Officer are separated, the functions of Chief Executive Officer expire the day of the first{Ordinary Shareholders’ Meeting following his/her seventieth{birthday. Minimum investment by directors in the share capital of the Company Pursuant to Article{11.2 of the bylaws, each director must hold at least one thousand{(1,000){Company shares throughout their term of office. This obligation to hold shares is not applicable to directors representing employee shareholders and directors representing employees. Majority rules within the Board of Directors Decision are taken in accordance with quorum and majority rules provided by law, except for the decision regarding the two{possible methods for the Company’s General Management. Where voting is tied, the Chairman of the Company has the casting vote. General management The General Management of the Company is assumed by either the Chairman of the Board of Directors (who therefore holds the title of Chairman and Chief Executive Officer), or by another individual appointed by the Board of Directors, who holds the title of Chief Executive Officer. The Board of Directors chooses between these two{possible methods for the Company’s General Management, voting with a two-thirds majority of all directors. On April{4, 2012, at the recommendation of the Chairman at the time, Mr.{Serge Kampf, the Board of Directors decided to regroup the functions of Chairman and Chief Executive Officer and appointed the Chief Executive Officer, Mr.{Paul Hermelin, to the position of Chairman and Chief Executive Officer. Messrs.{Thierry Delaporte and{Aiman Ezzat were appointed Chief Operating Officers with effect from January{1, 2018. For more information, please refer to Chapter{2 of this Registration Document. Charter and Board Special Committees Please refer to Chapter{2 of this Registration Document.

The Company has a Board of Directors comprised of a minimum of three{and a maximum of eighteen{members, who must be individuals. Directors are appointed by Shareholders’ Meeting for a period of four{years. Directors, other than directors representing employees or employee shareholders are appointed or reappointed on a rolling basis to ensure the staggered renewal of terms of office in as equal fractions as possible. Exceptionally, and solely for the purposes of this rolling renewal, the General Shareholders’ Meeting may appoint one{or more directors for a term of one, two{or three{years. In addition, a director representing employee shareholders is also appointed by Shareholders’ Meeting for a period of four years when, at the end of a fiscal year, the percentage of share capital held by employees of the Company and companies related to it within the meaning of Article{L.225-180 of the French Commercial Code, represents over 3% of the Company‘s share capital. The director representing employee shareholders is elected by Ordinary Shareholders’ Meeting from a choice of two{candidates nominated in accordance with the provisions of the law and the bylaws. Pursuant to employee representation requirements on the Board of Directors in accordance with the provisions of the Rebsamen{Law of August{17, 2015, the Board of Directors also includes two directors representing employees, appointed for a period of four{years as follows: a director representing employees appointed by the union X body which obtained the most votes at the first round of the elections referred to in Articles{L.2122-1 and{L.2122-4 of the French Labor Code, organized by the Company and direct or indirect subsidiaries whose registered office is located in France; a second{director appointed by the European Group Council X (known as the International Works Council in Capgemini{Group). The director representing employee shareholders and the directors representing employees are not taken into account in determining the maximum number of directors pursuant to Article{L.225-17 of the French Commercial Code. Age limit for directors Pursuant to Article{11.4 of the bylaws, the number of directors over seventy-five{(75){years of age at the end of each Shareholders’ Meeting called to approve the Company financial statements, may not exceed one-third (rounded up to the nearest whole number where appropriate) of the total number of directors in office.

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REGISTRATION DOCUMENT 2017 — CAPGEMINI