CAPGEMINI_REGISTRATION_DOCUMENT_2017

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CORPORATE GOVERNANCE - RISKS{AND INTERNAL{CONTROL

2.4 Compensation of Executive Corporate Officers

Benefits in kind In addition to the above-mentioned items, the structure of the Chief Operating Officer compensation may also comprise the provision of a company car, if required under prevailing conditions within the existing plan in place in France. The appointment of MM. Delaporte and Ezzat as Chief Operating Officers aims at preparing the managerial evolution of the Group. During this transition period, the Board estimated that it was in the interest of the Group to implement a non-compete undertaking while offering a capped severance indemnity to the Chief Operating Officers in case of a termination. These two items are detailed thereafter. Capped severance indemnity under performance conditions due in the event of a termination of the function of Chief Operating Officer Following the appointment of MM. Delaporte and Ezzat as Chief Operating Officers as of January{1, 2018, the Board based on the proposal of the Compensation Committee has in addition authorized, subject to the condition precedents (i) of the approval of the Chief Operating Officers compensation policy by the General Meeting and (ii) of the renewal of their mandates as Chief Operating Officer following the upcoming General Meeting, the principle of a severance indemnity which would be due to each Chief Operating Officer in the event of a termination of their corporate office. However, no severance indemnity shall be due if the Chief Operating Officer leaves the Company on his own initiative, changes functions within the Group, is entitled to assert in a near future his rights to retirement or in the event of a gross negligence or serious misconduct. In compliance with the recommendations of the revised AFEP-MEDEF Code, the aggregate amount (i) of the severance indemnity effectively paid, (ii) of any indemnity likely to be paid in connection with the termination of an employment agreement, and (iii) of any indemnity likely to be paid in consideration for the non-compete undertaking, may not exceed a maximum amount equal to twice the applicable gross theoretical compensation (fixed plus variable) as at the date of termination of said functions. The granting and the amount of the severance indemnity depend on the percentage of achievement of the weighted performance of the financial indicators due to the Chief Operating Officer in regard to his V1 variable part during each of the last three completed financial years preceding the termination of his functions as Chief Operating Officer, being specified that the last year will count for 40%, while the two previous financial years will count for 30% each. The granting and the amount of the V1 variable part being subject to performance indicators and to the Group’s consolidated results, the severance indemnity is as a result subject to the satisfaction of these same performance conditions. The Board will have to ensure the effective achievement of these performance criteria.

Non-compete undertaking Subject to the condition precedents (i) of the approval of the Chief Operating Officer’ compensation policy by the General Meeting and (ii) of the renewal of their mandates as Chief Operating Officer, following the upcoming General Meeting, the Board of Directors upon a proposal of the Compensation Committee decided that each Chief Operating Officer shall be subject to a non-compete undertaking for a period of twelve months as from the termination of his employment contract following termination of his functions of Chief Operating Officer against an indemnity equal to half of the applicable gross theoretical compensation (fixed plus variable) where all the objectives have been reached as at the date of termination of the functions of Chief Operating Officer. The Board of Directors will be entitled, at its own discretion, to lift this non-compete obligation on departure of the Chief Operating Officer and therefore in such case, not to implement this non-compete indemnity. Pursuant to Article{L. 225-42-1 of the French Commercial Code, the commitments made by the Board of Directors vis-à-vis Mr.{Thierry Delaporte and Mr.{Aiman Ezzat with respect to the severance indemnity and the non-compete clauses will be subject separately to the approval of the next General Meeting of the shareholders (please refer to resolutions n°7 and 8 in chapter 6 of this Registration Document). For further information on the severance indemnity and on the non-compete undertaking, please refer to information on regulated agreements with related parties in Section 2.1.2 and to the Statutory Auditors’ special report on page{273. Fixed and variable compensation of the Chief Operating Officers for 2018 Thierry Delaporte In application of the principles just described, the Board decided, pursuant to the recommendation of the Compensation Committee, to set Mr.{Thierry Delaporte’s theoretical compensation for 2018 at €1,475,000; This implies that the fixed part of Mr.{Delaporte, will be set at €885,000 for 2018. The Board also set the procedure for calculating the variable component of Mr.{Delaporte’s compensation for fiscal year 2018, defining the performance indicators underlying the V1 calculation, as well as the personal strategic objectives adopted for the V2 component. Accordingly, the operating indicators adopted for his 2018 V1 compensation will be the same as the ones set for the Chairman and Chief Executive Officer: revenue growth: 30%{weighting; X operating margin rate: 30%{weighting; X

pre-tax net profit: 20%{weighting; X free cash flow: 20%{weighting. X

The level of attainment of these indicators will be determined, based on a comparison of actual audited and budgeted Group consolidated results and will be subject to the accelerated formula (upward or downward).

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REGISTRATION DOCUMENT 2017 — CAPGEMINI