Cap Gemini - Registration Document 2016

REPORT OF THE BOARD OF DIRECTORS AND DRAFT RESOLUTIONS TO BE PRESENTED AT THE COMBINED SHAREHOLDERS’ MEETING OF MAY 10, 2017

6.1 Resolutions presented at the Ordinary Shareholders’ Meeting

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Registration Document 2016 — Capgemini

PRESENTATION OF THE 3

RESOLUTION

REGULATED AGREEMENTS AND COMMITMENTS

OVERVIEW

In this resolution, we ask you to take due note that no new

authorized during the year ended December 31, 2016.

previously been approved by the shareholders, has been

related-party agreement or commitment, which had not

continuing effect during 2016.

2007, is the only agreement authorized in previous years with

shareholders at the Combined Shareholders’ Meeting of April 26,

pension scheme, which was previously approved by

registration of Mr. Hermelin as beneficiary of a supplementary

As indicated in the Statutory Auditors’ special report, the

to freeze the rights of Mr. Paul Hermelin pursuant to the

As a reminder, the Board of Directors decided on July 29, 2015

to potential new beneficiaries with effect on the same date.

to the commitment it made to Mr. Hermelin. This plan was closed

This was a favorable development for the Company with regard

supplementary pension plan, with effect as of October 31, 2015.

compensation pursuant to this agreement.

During 2016, Mr. Paul Hermelin did not receive any

Board of Directors performed an annual review of this agreement.

Pursuant to Article L.225-40-1 of the French Commercial Code, the

THIRD RESOLUTION

of the Statutory Auditors

Regulated agreements and commitments – Special report

having read the Statutory Auditors’ special report on regulated

and majority rules for Ordinary Shareholders’ Meetings and after

The Shareholders’ Meeting, voting in accordance with quorum

authorized during the year ended December 31, 2016.

had not previously been approved by the shareholders, has been

note that no new related-party agreement or commitment, which

Commercial Code, approves the said special report and takes due

agreements governed by Article L.225-38

et seq.

of the French