CAPGEMINI_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE - RISKS{AND INTERNAL{CONTROL

2.4 Compensation of Executive Corporate Officers

Compensation of Executive Corporate Officers 2.4

Executive Corporate Officers compensation policy 2.4.1 Existing practices 2.4.1.1

Operating Officers in accordance with the practices which exist within the Group and in reference to French market practice and to international benchmark. The Group also ensures that the respective proportions of fixed and variable components and share grants valued in accordance with IFRS are balanced , in line with market practices, linked to Company’s performance and aligned to Group strategy . The fixed component has always been determined pursuant to a long-lasting Group practice, which aligns the compensation structure of the Executive Corporate Officers with that of key operating managers . One of the historical rules of the Group is that the remuneration of executive management comprises a fixed component equal to 60% of the target theoretical compensation and a variable component equal to 40% of this amount subject to the attainment of pre-defined collective and individual objectives. The Compensation Committee also monitors the main practices of its international competitors. Compensation practices in North America and India are structurally and culturally different from those applied in European companies. Observing their practices nonetheless provides relevant information on the nature of the market and compensation levels. In American companies such as Accenture, DXC and IBM, total compensation includes a substantial proportion of long-term share-based compensation The procedures for setting Executive Corporate Officers compensation in respect of fiscal year{Y are adopted by the Board of Directors’ meeting in Y held to approve the financial statements of fiscal year{Y-1. As indicated above, this compensation comprises – as does that of all key executive managers of the Group – fixed compensation paid in 12{monthly installments equal to 60% of the total theoretical amount if objectives are achieved and variable compensation equal to 40% of this total theoretical amount, closely correlated to the Company’s performance. The Board of Directors therefore approves at the beginning of the year for the year in progress: the theoretical fixed and variable compensation components . The theoretical variable component is split into two parts: V1 tied to Group performance indicators and consolidated results and V2 based on the attainment of individual objectives set by the Board of Directors, with 50% minimum based on quantified objectives; Each of these components can vary between 0% and a ceiling equal to 200% of the theoretical amount. Therefore, as a result of this system, fixed plus variable compensation may vary between 60% and 140% of the annual theoretical/target compensation. The variable component and the total compensation are therefore both capped and the variable component may not represent more than 133% of fixed compensation as indicated in the summary table below ; Procedures for setting fixed and variable compensation

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General Principles The procedures for setting the compensation of the Executive Corporate Officers whether the Chairman and Chief Executive Officer or the Chief Operating Officers comply with the recommendations of the revised AFEP-MEDEF Code issued in November{2016. Compensation components and structure were determined in accordance with the recommendations of this Code, whether fixed or variable compensation, the grant of equity instruments or supplementary pension benefits and in addition to complying with “market” rules are in line with existing Group practices, These principles are regularly reviewed and discussed by the Compensation Committee of the Board which submits a report on its work and its resulting proposals to the Board of Directors for approval. The Compensation Committee refers in particular to comparative studies to ensure the transparency, consistency and competitiveness of both the compensation level and structure and calculation methods with market practice. The Committee’s recommendations take account of executive management compensation levels and components in CAC{40 companies as well as observed practice in leading French and foreign Group competitors in the IT services and consulting sector. Compensation publication practice varies significantly between the countries and legal structures of competitors, in particular in the case of private partnerships. CAC{40 companies are therefore the most relevant benchmark and the most transparent, but additional analyses take account of the international and competitive aspects of the sector and geographies in which the Company operates. The Compensation Committee took due note of the observations issued to Capgemini in July{2014 by the High Committee for Corporate Governance ( Haut Comité de Gouvernement d’Entreprise ,{HCGE) and of its activity reports since 2015, as well as of the AMF annual reports on corporate governance and executive management compensation in listed companies. These observations were taken into account and integrated into the items detailed below. No observations were made in 2015, 2016 and 2017. When performing comparisons with French companies of comparable size and ambition, the Compensation Committee ensures that Capgemini’s practices are in line with the best practices of CAC{40 companies in terms of both the clarity and consistency of methods applied. As in previous years, the Group participated in 2017 in comparative studies of the main French companies carried out by specialist firms. These comparisons show that Mr.{Paul Hermelin’s global compensation is close to the median compensation for CAC{40 companies and is of an adequate level compared with comparable sector compensation in France and abroad. In addition, an independent study was commissioned to a well known international firm, to support the compensation level setting of the two newly appointed Chief

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REGISTRATION DOCUMENT 2017 — CAPGEMINI