Cap Gemini - Registration Document 2016

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CORPORATE GOVERNANCE AND INTERNAL CONTROL

BENCHMARK CORPORATE GOVERNANCE CODE AND REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS

Paul Hermelin prepared the report of the Chairman of the Board of Directors on the composition of the Board and the preparation and organization of its activities and on internal control and risk management procedures implemented by the Company pursuant to: the provisions of Article L.225-37, paragraph 6 of the French Commercial Code ( Code de commerce ); ◗ the recommendations set out in the “Corporate Governance Code” issued jointly by AFEP and MEDEF (French private ◗ business associations) in December 2008 (recommendations immediately adopted by our Board of Directors as a benchmark) and most recently revised in November 2016 and its application guidelines; as well as the rules of good governance, adopted, applied and complied with continuously by the Capgemini Group since ◗ the closing of its first fiscal year on December 31, 1968 ( i.e. nearly 50 years ago!). the Compensation Committee and the Ethics & Governance Committee. This report was approved by the Board of Directors on February 15, 2017, following its review by the Audit & Risk Committee, Under the “Comply or Explain” rule provided for in Article L.225-37 of the French Commercial Code and stipulated in Article 27.1 of the AFEP-MEDEF Corporate Governance Code for listed companies revised in November 2016, the Company considers that its practices comply with the recommendations of the AFEP-MEDEF Code. However, the Company has deviated from certain provisions for the reasons explained in the table presented on page 65. consulted at www.afep.com and www.medef.com. The most recent version of the AFEP-MEDEF Code updated in November 2016 and its application guidance may be

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Registration Document 2016 — Capgemini