CAPGEMINI_REGISTRATION_DOCUMENT_2017

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CORPORATE GOVERNANCE - RISKS{AND INTERNAL{CONTROL

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

Composition and participation This Committee has five directors since May{10, 2017, the date at which Ms. Laurence Dors joined the Committee and became Chairman. Mr.{Pierre Pringuet, Committee Chairman until this date, remained a member of the Committee after May{10, 2017. Committee members since May{10, 2017 are therefore: Ms. Laurence Dors (Chairman and Independent Director), Mr.{Pierre{Pringuet (Independent Director), Mr.{Kevin Masters (Director representing employees), Ms.{Lucia Sinapi-Thomas (Director representing employee shareholders) and Ms.{Caroline Watteeuw-Carlisle (Independent Director). This committee met five times in 2017, with an average attendance rate of 92%.

The Compensation Committee must be informed of the compensation policies adopted by Capgemini Group companies in the management of senior executive careers and the application of these policies with respect to the Group's medium and long-term strategy presented to the Board of Directors. The Committee must also be informed annually by Group Management of the (fixed and variable) compensation of Executive Committee members. Finally, the Committee reviews the various schemes enabling senior executives to better share in the Group's profits (long- term incentive instruments and particularly performance share grants, Group savings schemes, etc.) and proposes to the Board of Directors the incentive instruments it considers appropriate and capable of being implemented in all (or certain) Capgemini Group companies.

The individual attendance rate of each current member of the Compensation Committee was as follows:

{ Laurence DORS (Chairman and member since May{10, 2017)*

100%

Pierre PRINGUET (Chairman until May{10, 2017)

60%

Kevin MASTERS

100% 100% 100%

Lucia SINAPI-THOMAS

Caroline WATTEEUW-CARLISLE

Ms. Dors joined the Compensation Committee on May{10, 2017 and was appointed Chairman. She attended the four Compensation Committee meetings held after this date. (*)

Committee activities in 2017 In accordance with the Committee's remit, it ensured throughout 2017 the consistency of the Group's senior executive management compensation policy. Its Chairman regularly reported on the Committee's work and presented recommendations to the Board of Directors concerning the following areas: the consistency of the general compensation policy of the X Group and its subsidiaries; the compensation of the Chairman and Chief Executive X Officer and that of members of the Executive Committee and the Group's key managers. These recommendations focused at the beginning of the year on: an appraisal of the individual performance of each of these ❚ managers compared with objectives set at the beginning of the year, calculation of the variable portion of compensation paid in ❚ the first quarter of the next year, adjustment of the fixed compensation and theoretical ❚ variable portion for the following year, setting objectives to be used for the current year as a basis for ❚ defining the calculation of the actual variable portions due.

The Committee studied the principle and means of granting shares subject to a condition of presence to certain managers of Idean acquired at the beginning of 2017. It drafted and communicated a list of beneficiaries and the proposed individual allocation of these shares subject to a condition of presence to the Board of Directors for agreement on July{26, 2017. The Committee also studied the principle and means of granting performance shares to certain managers. It drafted and communicated a list of beneficiaries and the proposed individual allocation of these performance shares to the Board of Directors for agreement on October{5, 2017. In addition, the Committee monitored the Group employee share ownership plans. It also conducted a detailed analysis of the compensation policy for the newly-appointed Chief Operating Officers. It met several times to define the existing practices of the Company and to decide the specific components proposed in the compensation policy to be presented to shareholders’ vote in May{2018 pursuant to the Sapin II Law.

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REGISTRATION DOCUMENT 2017 — CAPGEMINI