CAPGEMINI_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE - RISKS{AND INTERNAL{CONTROL

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

Independence of the Board of Directors

does not have close family ties with a corporate officer; X has not been the statutory auditor of the Company in the last X 5 years; has not been a director of the Company for more than twelve X years (the status of Independent Director is lost on the date of the twelve-year anniversary). Ratio and Calculation rules In companies with widely-held share capital, such as Capgemini SE, the AFEP-MEDEF Code recommends that at least one-half of Board members should be independent. Directors representing employee shareholders and directors representing employees are not included when calculating the Board’s independence, in accordance with the provisions of the AFEP-MEDEF Code. Accordingly, the percentage of Independent Directors on the Capgemini SE Board of Directors at the date of this Registration Document, is calculated based on 13 members and not the full 16 members of the Board. Review of director independence by the Board of{Directors Based on the report of the Ethics & Governance Committee, the Board of Directors examined the personal situation of each of the members of the Board of Directors with regard to the AFEP-MEDEF Code independence criteria set-out above during its meeting of February{14, 2018.

Independence criteria In accordance with the definition of independence adopted by the AFEP-MEDEF Corporate Governance Code, a director is independent when he/she has no relationship with the Company, the Group or its Management, that is likely to impair his/her judgment. The following criteria are examined, initially by the Ethics & Governance Committee and then by the Board, to determine whether a director is independent (Article{8.5 of the AFEP-MEDEF Code): is not and has not been during the course of the previous five X years: an employee or executive corporate officer of the Company, ❚ an employee or executive corporate officer or director of a ❚ company that the Company consolidates, an employee or executive corporate officer or director of ❚ the Company’s parent company or a company that this parent company consolidates; is not an executive corporate officer of a company in which X the Company holds directly or indirectly a directorship or in which an employee designated as such or an executive corporate officer of the Company (currently or within the last 5 years) holds a directorship; is not a customer, supplier, corporate bank or financing bank: X material for the Company or its Group, ❚ or for which the Company or its Group represents a material ❚ share of activity;

2

The following table summarizes the classification adopted for each director following this review, for the 13{directors included in the calculation of the Board’s independence ratio in accordance with the AFEP-MEDEF Code.

Is not and has not been within the last 5 years, an{employee or{executive corporate officer

Has not been the statutory auditor of the

Has not been a director for more than

No cross- directorships

No material business relationships

Company in{the last 5{years

No family ties

12{years Classification

Not independent Not independent

Paul Hermelin

√

√

√

Daniel Bernard Anne Bouverot

√ √

√ √

√ √

√ √

√ √

√ Independent

Not independent

Yann Delabrière* Laurence Dors Carole Ferrand Siân Herbert-Jones

√ √ √ √ √ √ √ √

√ √ √ √ √ √ √ √

√ √ √ √ √ √ √ √

√ √ √ √ √ √ √ √

√ √ √ √ √ √ √

√ Independent √ Independent √ Independent

Not independent

Phil Laskawy*

Xavier Musca

√ Independent √ Independent √ Independent

Patrick Pouyanné

Pierre Prinquet

Not independent

Bruno Roger*

√

√

√

√

Caroline Watteeuw-Carlisle*

√

√

√

√

√

√ Independent

8 Independent Directors 62%

TOTAL

independence criteria met √ Directors having announced their intention not to seek renewal of their term of office expiring at the end of the Shareholders’ Meeting of May{23, 2018. *

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REGISTRATION DOCUMENT 2017 — CAPGEMINI