CAPGEMINI_REGISTRATION_DOCUMENT_2017

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CORPORATE GOVERNANCE - RISKS{AND INTERNAL{CONTROL

2.4 Compensation of Executive Corporate Officers

Employment contract of the Chief Executive Officer

officer his entitlement to pension benefits, given his seniority in the Group on this date{(23 years) and the services he has rendered to the Company and was in no way motivated by a

With regards to Mr.{Paul Hermelin, the Board reminds readers desire to maintain for his benefit any entitlement to a severance that his employment contract has been suspended in its entirety pay provision stipulated in his employment contract (his contract since May{24, 1996 (date from which he exercised his first term does not contain any such provision). In keeping with this of office as a member of the Management Board), but that it was measure, Mr.{Paul Hermelin following his commitment to the decided in 2009, pursuant to a recommendation by the Selection Board of Directors to waive his employment contract on & Compensation Committee, to maintain jointly his term as reaching the age at which he may legally exercise his right to corporate officer and his employment contract. This decision was retire, informed the Board of Directors’ Meeting of February{18, based on the desire to maintain for this executive corporate 2015 that he waived his employment contract as from that date.

Chief Executive Officer: employment contract and deferred compensation:

Indemnities or benefits following appointment, termination or change in function

Supplementary pension plan (see before) Yes closed with frozen rights

Indemnities in respect of non compete clause

Employment contract

{

Mr.{Paul Hermelin - Chief Executive Officer up to May{24, 2012 and Chairman and Chief Executive Officer thereafter

No

No

No

Attendance fees and other compensation received by corporate officers 2.4.3 In compensation for the time spent participating 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 method of allocating attendance fees between directors was reviewed in 2014, following the external assessment of the Board of Directors performed in 2013 and sought to take better account of the increasing workload of committee Chairmen and encourage good attendance at meetings as well as of the travel time of Directors resident outside France. Accordingly, attendance fees are now allocated on the following basis: payment of a fixed amount of €15,000 per year to each X director; payment of a fixed amount of €4,000 for each attendance at X an official meeting of the Board; payment of a fixed amount of €2,500 for each attendance at a X meeting of one of the four Specialized Board Committees (excluding the Committee Chairmen); payment of additional attendance fees of €5,000 per Board or X Committee meeting to take account of the travel time of directors resident outside Europe and of €2,000 for directors resident outside France but in Europe. 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 and are paid in two installments; these fixed amounts could be reduced if circumstances X require the Company to hold a greater than scheduled number of meetings, resulting in aggregate attendance fees exceeding the threshold authorized by the Combined Shareholders’ Meeting.

attendance fees for the Specialized Board Committees were X set with regard to the specific role of each committee and the ongoing work required of Chairmen, who now receive a fixed annual payment of: €45,000 for the Lead Independent Director and Chairman of ❚ the Ethics and Governance Committee and €45,000 for the Vice-Chairman of the Board of Directors, €35,000 for the Chairman of the Audit and Risk Committee, ❚ €25,000 for the Chairmen of the Compensation Committee ❚ and the Strategy & Investment Committee;

It is recalled that Mr.{Paul Hermelin voluntarily waived his right to collect the attendance fees that should have been paid to him as director of Capgemini SE. in respect of 2017 (as he has done for the last eight{years). In application of the above principles these principles if fully applied, would have driven a €1,222,250 distribution, and after applying a reduction mechanism, total attendance fees of €1,199,990 were paid to directors in respect of 2017, representing 100% of the maximum amount authorized by the Combined Shareholders’ Meeting. After deduction of French and foreign withholding tax, a net amount of €779,449 was paid in respect of 2017.

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REGISTRATION DOCUMENT 2017 — CAPGEMINI