CAPGEMINI_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE - RISKS{AND INTERNAL{CONTROL

2.2 Organization and activities of{the{Board{of{Directors

Activities of the Board in 2017 The agenda of Board of Directors' meetings is defined not only pursuant to prevailing texts and to the Board of Directors' to provide directors with an overview of the Group's position, Charter, presuppose that Board members will make decisions on but also with regard to Group governance principles, which, specific topics.

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Group strategy and organization

Group performance and activities

Corporate governance

• Board and committees’ composition evolution • General Meeting preparation • Conversion into a European Company • Board assessment • Monitoring of dialogue with shareholders and proxy advisors

• Group performance and activities • Activemanagement of the Group’s balance sheet and liquid assets

• Review of major market trends and technology disruptions • Strategic priorities and ambitions in Digital • Alignment of the Group’s transformation with its business ambitions • External growth opportunities and transactions • NewCSR policy

Compensation

Audit & risks

Management transition

• Compensation of the Chairman and CEO • Compensation of the newly appointed COOs • Performance shares and share grants • New employee share-ownership plan

• 2016 statutory accounts • 2016 full-year and 2017 H1 FRQVROLGDWHG ƬQDQFLDO VWDWHPHQWV • Risk monitoring (including risk mapping) • Internal control and internal audit

Mr. Paul Hermelin announced his intention to solicit his renewal as Chairman and CEO in the context of the 2018 General Meeting, with a view to preparing to transition out of this role as CEO around mid-term. • Review of internal and external talents • Appointment of two Chief Operating 2ƯFHUV IURP -DQXDU\ • Monitoring of themanagement transition

the strategic challenges facing the Group over a two-day period. These activities focused particularly on: major technology trends and notably Digital Manufacturing, ❚ digital platforms and automation technologies, the Group’s digital strategy and goals, ❚ the transformation of the Group with the implementation ❚ of an organizational structure adapted to the Group’s strategic goals. Governance and management transition changes in the composition of the Board of Directors and its X Specialized Committees, notably with the renewal of three terms of office and the appointment of a new director by the Shareholders’ Meeting of May{2017, a change in the Lead Independent Director at the end of the Shareholders’ Meeting with Mr.{Pierre Pringuet replacing Mr.{Daniel Bernard and the appointment of Ms. Laurence Dors as Chairman of the Compensation Committee and Mr.{Bernard as Vice-Chairman of the Board;

Accordingly, in addition to approving the 2016 annual financial statements and the financial statements for the first-half of 2017 and convening the Shareholders' Meeting of May{10, 2017, the activities of the Board of Directors focused on: 1. Group strategy, performance and organization the Board was involved in the preparation of the “Rencontres” X gathering in Geneva in October{2017 (“Rencontres”{gathering: two-yearly event bringing together, over three days, around 500{of the Group’s key managers and emerging talent){and, in particular, discussions on the transformation of the Group based on its strategic priorities and the implementation of a new organization; monitoring of Group performance and activities; X review and monitoring of the different external growth X opportunities and decision-making for matters under its authority; during the annual strategy seminar in June, the Board of X Directors was informed of and debated the different market trends, changes in the Group’s competitive environment and

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REGISTRATION DOCUMENT 2017 — CAPGEMINI