CAPGEMINI_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE - RISKS{AND INTERNAL{CONTROL

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

The Ethics & Governance Committee

annual independence review and compensation of the Company's directors. It draws the attention of the Chairman of the Board of Directors to any potential situations of conflict of interest it has identified between a director and the Company or its Group or between directors. It must be ready to implement the measures necessary should the need to replace the Chairman and Chief Executive Officer suddenly arises. It must handle and propose to the Board any changes it considers appropriate or relevant to the Board's operation and composition (co-opting a new director or replacing a resigning director, increasing the proportion of female directors, diversity of profiles and expertise of directors, etc.) or to the governance structure currently in place within the Group. The Committee is briefed on succession plans for key operating and functional managers of the Group. It is also informed of the policy for the identification, development and retention of high potential executives. The Chairman and Chief Executive Officer is involved in this work. The Committee must be consulted by Group Management prior to any appointment to the Executive Committee. Composition and participation The Committee has four directors. Since May{10, 2017, the Committee is chaired by Mr.{Pierre Pringuet (Independent Director and Lead Independent Director). The other Committee members are Ms.{Laurence Dors (Independent Director), Mr.{Daniel{Bernard (Vice-Chairman) and Mr.{Bruno Roger . Mr.{Daniel Bernard was committee Chairman until May{10, 2017 when Mr.{Pierre Pringuet succeeded him as Lead Independent Director and Chairman of this committee. It is recalled that the Charter of the Board of Directors provides that the duties of Lead Independent Director be conferred by the Board on the Chairman of the Ethics & Governance Committee. This committee met six times in 2017, with an average attendance rate of 100%.

Ethics &Governance Committee

4

2

50%

100%

6

Attendance

Members

Independence Meetings

1% DOO ƬJXUHV DUH XS WR GDWH DV RI 'HFHPEHU

Committee duties Since October{8, 2014, the roles of the Ethics & Governance Committee now include not only executive corporate officer selection and succession plans and the proposal of new directors to ensure the balanced composition of the Board but also Group senior executive selection and succession plans. The main remit of this committee (created in July{2006 by decision of the Board) is to verify that the Group's seven core values (Honesty, Boldness, Trust, Freedom, Team Spirit, Modesty and Fun) are correctly applied and adhered to, defended and promoted by the Group's corporate officers, senior management and employees in all of its businesses and in all subsidiaries under its control, in all internal and external communications - including advertising - and in all other acts undertaken in the Group's name. It is also tasked more generally with overseeing the application of best corporate governance practice within Capgemini SE and its subsidiaries. The Ethics & Governance Committee is responsible for all matters relating to the selection, appraisal,

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

{ Pierre PRINGUET (Chairman since May{10, 2017) Daniel BERNARD (Chairman until May{10, 2017)

100% 100% 100% 100%

Laurence DORS

Bruno ROGER

Committee activities in 2017 The activities of the Ethics & Governance Committee focused on the following issues in 2017:

Executive Officer in preparing future changes in the Group’s governance; monitored the dialogue between the Company and its X shareholders and proxy advisors in preparation of the 2017 Shareholders’ Meeting and prepared the governance issues presented to the Board and then to the Shareholders’ Meeting of May{10, 2017 (in addition to issues concerning the composition of the Board referred to above), notably with respect to the transformation of the Company’s legal form to a European company and changes to the bylaws concerning the corporate name and threshold crossing disclosures; was briefed on the meetings between the Lead Independent X Director and several institutional investors to present Capgemini’s governance principles; debated several times the changes in and composition of the X Specialized Board Committees;

Governance The Ethics & Governance Committee:

recommended the candidacy of Mr.{Pouyanné to the Board of X Directors and the renewal of the terms of office as director of Ms. Bouverot and Messrs. Bernard and Pringuet, in preparation of the Shareholders’ Meeting of May{10, 2017; proposed the appointment by the Board of Directors at the X end of the Shareholders’ Meeting of May{10, 2017 of Mr.{Pringuet as Lead Independent Director and Chairman of the Ethics & Governance Committee and of Ms. Dors as Chairman of the Compensation Committee and Mr.{Bernard as Vice-Chairman to work closely with the Chairman and Chief

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REGISTRATION DOCUMENT 2017 — CAPGEMINI