CAPGEMINI_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE - RISKS{AND INTERNAL{CONTROL

2.4 Compensation of Executive Corporate Officers

in accordance with the recommendations of the AFEP-MEDEF X Code, performance shares are now granted on at the same calendar periods and are decided by either the Board of Directors’ meeting at the end of July or the following meeting held in October. This has been the case since 2015 as the grants was made in July in 2015 and 2016 and in October in 2017 in alignment with the Group 50 th {anniversary and “Rencontres” announcement. Two small special grants were made outside this timeframe. One took place in February{2016 targeting former IGATE employees as at the time of the 2015 grant made in July{2015, IGATE had just been bought not leaving enough time to ensure a proper selection of the beneficiaries. Therefore, and after having informed the HCGE of our intention, a special grant has been made in February{2016 for this specific and limited population. For the second one, while the decision to make the annual grant in October was taken, nevertheless, a small grant took place in July{2017 targeting a limited population from a newly bought company (Idean) as part of the purchase agreement. Neither the Chief Executive Officer nor the Group Executive Committee members were concerned by these two grants. One-off award A one-off award, if any would only be applicable in case of an external hiring of an Executive Corporate Officer with the need to buy out awards that would be lost following this hiring decision. In such case, the award would be proportionate to the lost amounts.

the volume of shares granted to executive corporate officers X pursuant to the resolutions presented to shareholder vote is limited (maximum of 10% of shares available for grant set in the last resolution voted on May{10, 2017). The performance shares granted to Mr.{Paul Hermelin in 2015 and 2016 represented 2.32% and 2.44% respectively of the total amount authorized by the Combined Shareholders Meeting for the corresponding periods and 3.2% and 2.52% of the total amount granted to all beneficiaries within these resolutions. These percentages were 2.07% and 2.21% respectively for 2017. Since 2009 and over ten performance share grants, the average percentages are 2.17% and 2.88% respectively; the IFRS value of shares granted aims at not exceeding close X to 100% of the theoretical yearly cash compensation for a given year, and over the last 4 years this value has ranged from 60% to 95% of the theoretical cash compensation; in accordance with the legal provisions, the Board of Directors X must set the number of definitely vested shares granted in connection to their office which shall continue to be held by the executive corporate officers until the termination of their office. Mr.{Paul Hermelin currently holds Capgemini SE shares representing more than 10{years of his fixed and variable annual compensation. Mr.{Paul Hermelin was required to hold all vested performance shares received under the 2009, 2012 and 2013 plans until the later of: the end of the mandatory two-year holding period (2009 ❚ plan), extended to four{years (2012 and 2013{plan), and the expiry of his term as executive corporate officer. ❚ Since then and in accordance with the recommendation of the AFEP-MEDEF Code, the Board of Directors decided that vested performance shares representing at least 50% of shares must be retained, where the amount of shares held, valued at share price on the vesting date, represents less than a threshold expressed as a multiplier of the theoretical annual compensation (fixed and variable). Once this threshold is reached, the obligation to retain performance shares only applies to one third of shares vested. Finally, the Board of Directors has decided on February{14, 2018 that if the number of shares valued on the vesting date represents twice the threshold, then the obligation to hold shares that vest as a result of these grants would be set at five percent, executive corporate officers being entitled to freely sell their shares as long as i) the value of their shares remains above the later threshold and ii) at least five percent of each share grant is held until the termination of their office as executive corporate officer; share hedging transactions are prohibited before the end of X the mandatory holding period. This prohibition is included in the grant plan rules and applies to all beneficiaries. It applies since the first performance share grant plan in 2009; effective presence on vesting date is required for shares to be X definitely granted as per the terms of the plan rules with the exception of death, disability and retirement. These presence conditions and exceptions apply since the first performance share grant plan. In other circumstances, the shares are forfeited;

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Summary of the target compensation structure of{Executive Corporate Officers

Annual

Long term

40% Variable

100% Variable

60% Fixed

Overall structure Variable 70%/Fixed 30%

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REGISTRATION DOCUMENT 2017 — CAPGEMINI