CAPGEMINI_REGISTRATION_DOCUMENT_2017

2

CORPORATE GOVERNANCE - RISKS{AND INTERNAL{CONTROL

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

Director compensation 2.2.5

Total attendance fees In compensation for their participation in Board and Committee meetings, the Company was authorized by the Combined Shareholders' Meeting of May{18, 2016 to pay attendance fees to directors of up to €1,200,000 per year. The authorization given by the Shareholders Meeting of May{18, 2016 to increase the total maximum amount of attendance fees enabled the strategic objectives set by the Board of Directors to be attained. This increase in the total amount of attendance fees allowed the Board to continue the renewal of its composition, welcoming four new directors in 2016 including two directors representing employees, while focusing the increase both on directors not residing in France and on those heavily involved in the work of the committees (as Chairmen or members of several committees), while retaining the international outlook of the Board consistent with the international development and global presence of the Group. Attendance fees - allocation rules Attendance fees include for each director a fixed portion of €15,000, and an amount of €4,000 for each attendance at a Board meeting. Attendance fees for the Specialized Board Committees were set with regard to the specific role of each committee and the ongoing work required of Chairmen, who now receive exclusively a fixed annual payment of €45,000 for the Lead Independent Director and Chairman of the Ethics & Governance Committee, €35,000 for the Chairman of the Audit & Risks Committee and €25,000 for the Chairmen of the Compensation Committee and the Strategy & Investment Committee. A fixed annual fee of €45,000 was allotted to the Vice-Chairman. The members of the committees receive fees of €2,500 for each attendance at a meeting. It was also decided to take account of the travel time of directors by awarding them additional attendance fees of €5,000 per

Board or Committee meeting for directors residing outside Europe and of €2,000 for directors residing in Europe but outside France. This additional attendance fee is not allocated to directors representing employees, whose travel costs are covered otherwise. Attendance fees are calculated in two parts, at the end of the first six months and at the end of the year. These amounts can be reduced if circumstances require the Company to hold a greater than scheduled number of meetings, resulting in aggregate attendance fees exceeding the threshold authorized by the Shareholders' Meeting if these “rates” are maintained. This was the case for attendance fees due to directors in respect of 2017, as the number of exceptional meetings during the year notably contributed to increasing the total amount, before reduction, to €1,222,250. Attendance fees calculated and paid to directors in respect of fiscal year 2017 after reduction totaled €1,199,990, representing 100% of the ceiling authorized by the Shareholders' Meeting. It is recalled that Mr.{Paul Hermelin voluntary waived his right to collect attendance fees as a director of Capgemini SE in respect of 2017 (as he has done for the last eight years). Other compensation A breakdown of compensation paid in respect of fiscal year 2017 to the executive corporate officer, Mr.{Paul Hermelin, Chairman and Chief Executive Officer, is presented in section 2.4.2. Mr.{Paul Hermelin's 2018 compensation is presented on page{88 of this Registration Document. A breakdown of attendance fees and other compensation paid to directors in respect of 2017 is presented in the section entitled “Attendance fees and other compensation received by corporate officers” on page{98.

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REGISTRATION DOCUMENT 2017 — CAPGEMINI