CAPGEMINI_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE - RISKS{AND INTERNAL{CONTROL

2.4 Compensation of Executive Corporate Officers

2018 variable compensation of the Chairman and Chief Executive Officer

Amount of the IUHH FDVK ƮRZ In 2018

M&A, including integration

Innovation strategy

Operatingmargin UDWH REMHFWLYH

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Group transformation

Pre-tax net SURƬW REMHFWLYH

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CSR strategy

2

20% 20%

30%

30%

30%

30%

15% 15% 10%

PERSONAL OBJECTIVES LQFOXGLQJ TXDQWLƬDEOH

FINANCIAL OBJECTIVES

Long saving plan The Board of Directors, on the proposal from the Compensation Committee, decided that the Chief Operating Officers shall continue to be entitled to benefit from the long saving mechanism from which they used to benefit as a member of the Group’s Executive Board, neither of them benefiting from the supplementary pension (Art. 39) plan frozen in 2015. This plan, was implemented since 2016, to remain attractive for senior executives while being able to offer a long term incentive vehicle in better economic conditions for both the Company and the beneficiary and more aligned to market and legal evolutions (portability, performance conditions, agility); It consists in the payment of an annual allowance, at least half of which shall be allocated to a third-party body in the context of a supplementary optional pension insurance (Article{82), the rest of the allowance in cash being kept by the Chief Operating Officer, considering the immediate taxability upon entry of this mechanism. This allowance would be made in the following conditions: the allowance is subject to the satisfaction of performance X conditions, the objectives of which are set in the same conditions as for the determination of the V1 variable part of the annual variable compensation; the amount of the allowance where all the objectives have X been reached is equal to 40% of the fixed part composing the annual compensation; it will vary according to the unflexed weighted performance of the financial indicators used for the V1 part; the payment of the allowance with respect to year N, subject X to the satisfaction of the performance conditions for year N, is deferred as follows: 50% of the amount calculated would be paid in year N+1, ❚ 50% of the amount calculated would be paid in year N+2, ❚ provided that the Chief Operating Officer shall be present in the Group as at June 30 of year N+2. The calculation procedure and the objectives related to this allowance will be set each year by the Board of Directors, on the proposal from the Compensation Committee. The Board of Directors decided that the calculation procedure, the Company’s internal performance indicators taken into account for the calculation of the V1 part, and the level of weighting associated to each indicator with respect to the financial year 2018, will be set by the Board of Directors, on the proposal from the Compensation Committee, during the meeting during which the results of the financial year ended December{31, 2017 will be adopted.

These objectives have been formalized in such a way as they can be clearly assessed on objective grounds at the end of 2018 with a weight of 57.5% based on quantified objectives. Therefore 79% of the variable part will be subject to a quantitative evaluation in 2018. Payment of the variable compensation of the Chairman and Chief Executive Officer for fiscal year 2018 remains subject to approval by the shareholders at the Shareholders' Meeting to be held in 2019. The Existing Practices described in 2.4.1.1 and the Specific items and proposed 2018 fixed and variable compensation of the Chairman and Chief Executive Officer set out in 2.4.1.2 above correspond to the report of the Board of Directors to shareholders established pursuant to the provisions of Article{L.225-37-2 of the Code de Commerce related to the principles and criteria of the Chairman and Chief Executive Officer compensation. These principles and criteria remain subject to shareholders’ approval at the Combined Shareholders’ Meeting of May{23, 2018 ( please refer to resolution n°5 in chapter 6 of this Registration Document ) and will continue to apply further to the renewal of Mr.{Hermelin’s mandate as Chief Executive Officer and Chairman of the Board following the upcoming Shareholders’ Meeting. Specific items and proposed 2018 fixed and variable compensation of the Chief Operating Officers In addition to the general principles, procedures followed to set the fixed and variable compensation and the share-based incentives which are common to Executive Corporate Officers, Chief Operating Officers packages comprise the following specificities Employment contract With regards to Mr.{Thierry Delaporte and Aiman Ezzat, their employment contracts have been suspended since January{1,2018 subsequent to their appointment as Chief Operating Officers of Capgemini (date from which they exercise their first term of office as Executive Corporate Officers) this suspension being compliant with the recommendations of the AFEP MEDEF Governance Code for a Chief Operating Officer, and deemed appropriate in relation to their seniority in the Group, being specified that their contract.do no stipulate any entitlement to a severance pay provision. Shares holding threshold For the Chief Operating Officers, the threshold under which 50% of definitely vested shares have to be held until the termination of their office has been set at one year of their theoretical annual compensation (fixed and variable).

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REGISTRATION DOCUMENT 2017 — CAPGEMINI