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

The Board ensured strict performance conditions were attached to the termination benefits in the event of cessation of the corporate office, based on the weighted performance of the financial indicators applicable to the so-called V1 variable component of the Chief Operating Officer’s compensation (tied to Group performance indicators and consolidated results), observed annually during the last three full fiscal years preceding the cessation of duties, with a heavier weighting applied to the final year. The Board of Directors has provided the Company may, where necessary, invoke a non-compete clause against the Chief Operating Officers. The Board nonetheless retains the ability to free the Chief Operating Officers from their non-compete obligation when the time comes and, in turn, waive payment of the non-compete compensation. This compensation will be equal to 50% of the theoretical gross compensation (fixed and variable) assuming all objectives are attained, applicable at the date of cessation of the duties of Chief Operating Officer, representing an appropriate consideration for the non-compete commitment. Finally, the Board of Directors, in accordance with the recommendations of the AFEP-MEDEF Code, has capped at twice

the theoretical annual compensation (fixed and variable) applicable at the date of cessation of duties the aggregate amount of (i) termination benefits effectively paid, (ii) severance payments for termination of the employment contract and (iii) any compensation paid on application of a non-compete commitment. It is recalled that the rules of the performance share plans benefiting Messrs. Thierry Delaporte and Aiman Ezzat do not provide for the retention of rights to performance shares not yet delivered in the event of early departure, except on retirement, death or invalidity. Pursuant to Article{L. 225-42-1 of the French Commercial Code, the commitments given by the Board of Directors to Messrs. Thierry Delaporte and Aiman Ezzat will be presented for approval to the Shareholders’ Meeting of May{23, 2018 subject to (i) the adoption of the Chief Operating Officer compensation policy by the Shareholders’ Meeting of the Company of May{23, 2018 and (ii) the renewal of Messrs. Thierry Delaporte’s and Aiman Ezzat’s duties as Chief Operating Officer by the Board of Directors meeting to be held following the Combined Shareholders’ Meeting of May{23, 2018.

Compensation pursuant to the collective bargaining agreement in respect of the employment contract payable, except in the event of gross or willful misconduct, based on seniority as an employee prior to appointment as an H[HFXWLYH FRUSRUDWH RƯFHU

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Compensation resulting from application of a non-compete clause on cessation of the corporate RƯFH Equal to 50% of theoretical JURVV FRPSHQVDWLRQ Ƭ[HG YDULDEOH DSSOLFDEOH RQ WKH date of cessation of the duties of Chief Operating 2ƯFHU L H Ƨ \HDU

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For further information on regulated commitments in favor of Chief Operating Officers, see Section 2.4.1.2 and the Statutory Auditors’ special report, page 273. Regulated agreements and commitments authorized in prior years The Statutory Auditors’ special report for the year ended December{31, 2017 highlights the continuation in 2017 of the Company’s supplementary pension plan set-up in favor of certain senior executives regarded as having made a significant and lasting contribution to the development of the Group. Mr.{Paul

Hermelin has been a beneficiary of this plan since 2007 (his rights were frozen with effect from October{31, 2015 without any consideration). More detailed information can be found in the Statutory Auditors’ special report on page{273 (Agreements and commitments approved in previous years but not implemented during the year). Loans and guarantees granted to directors and{managers of the Company None.

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REGISTRATION DOCUMENT 2017 — CAPGEMINI