CAPGEMINI_REGISTRATION_DOCUMENT_2017

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CORPORATE GOVERNANCE - RISKS{AND INTERNAL{CONTROL

2.1 Governance structure and composition of{the{Board of Directors

Composition of the Board of Directors 2.1.2

A RENEWED BOARD OF DIRECTORS, TAILORED TO THE CHALLENGES FACING CAPGEMINI

Board of Directors (1)

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BOARDCOMPOSITION

7years

14+2

— Capgemini’s governance bHQHƬts from an active and diligent Board of Directors, independent in its composition and with a collective approach to its operation. Its members have diverse and complementarypersonalitiesbothfroma professional and cultural standpoint, true to theGroup’s history and values.

Independent Directors (2)

Internationalization

25%

62%

Foreign nationality

Pierre Pringuet, Lead Independent Director, Chairman of the Ethics & Governance Committee “Capgemini enjoys D EDODQFHG DQG HƯFLHQW governance, tailored WR WKH *URXSoV VSHFLƬF requirements and current challenges.”

Diversity (3)

57% 43%

Employee representation

1

Director representing employee shareholders

2

Average age

Paul Hermelin, Chairman and &KLHI ([HFXWLYH 2ƯFHU

62years

Directors representing employees

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The Capgemini Board of Directors has 16 members, including 14 members elected by Shareholders’ Meeting and two members appointed in accordance with the employee representation system. The vast majority of directors are independent, with an almost identical number of male and female directors. Directors are appointed for a period of four years. Directors are appointed by Shareholders’ Meeting, or in the case of employee directors, in accordance with the Company’s bylaws. Further information on the provisions of the bylaws governing the Board of Directors is presented in Section 7.1.17. Composition of the Board – a range of profiles and experience It is the Board of Directors' policy to regularly assess its composition and the various areas of expertise and experience contributed by each of its members and to identify the direction to be taken to ensure the best possible balance with regards to international development and the diversity of the Group's employees, changes in its shareholding base and the various

challenges facing Capgemini. It also ensures that the Board retains a range of experience and nationalities and respects gender balance, while ensuring the commitment of all directors to the Group’s fundamental values. To this end, the work of the Ethics & Governance Committee, chaired by the Lead Independent Director is invaluable. Since the regrouping of the duties of Chairman of the Board of Directors and Chief Executive Officer in 2012, the composition of the Capgemini SE Board of Directors has changed significantly over time, with the replacement of more than half of its members. The change in the composition of the Board of Directors has enabled the replacement of a large number of its members, increasing the number of independent and female directors and reducing the average age. The Board has also included a representative of employee shareholders since 2012 and two employee representatives since September{2016, further contributing to the range of experience and viewpoints.

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REGISTRATION DOCUMENT 2017 — CAPGEMINI