Cap Gemini - Registration Document 2016

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CORPORATE GOVERNANCE AND INTERNAL CONTROL

2.1 Governance structure and composition of the Board of Directors

Changes in the composition of the Board in 2016 expertise and strengthen the Audit Committee, while confirming In 2016, the Board of Directors decided to increase its financial well as increasing the number of female directors and the diversity the need to continue decreasing the average age of directors, as These appointments also strengthened the independence of the May 18, 2016: Ms. Carole Ferrand and Ms. Siân Herbert-Jones. confirmed that both candidates were considered independent Board, the Board of Directors’ meeting of March 23, 2016 having therefore appointed by the Combined Shareholders’ Meeting of with profiles and experience meeting these objectives were of profiles and cultures represented. Two new female directors

Masters, therefore joined the Board of Directors on September 1, representing employees, Mr. Robert Fretel and Mr. Kevin 2016, bringing the total number of directors to 15. regulations now applicable to Cap Gemini. Two directors appointment of employee directors in accordance with the shareholders and amended the Company’s bylaws to enable the renewed the term of office of the director representing employee The Combined Shareholders’ Meeting of May 18, 2016 also

with respect to the criteria of the AFEP-MEDEF Code.

Changes in 2016 Lucia SINAPI-THOMAS

Re-appointment for a period of 4 years

Member of the Compensation Committee

Director representing employee shareholders Siân HERBERT-JONES

Appointment for a period of 4 years

Member of the Audit & Risk Committee

Independent Director Carole FERRAND Independent Director Kevin MASTERS

Appointment for a period of 4 years

Member of the Audit & Risk Committee

Appointment for a period of 4 years

Member of the Compensation Committee

Director representing employees Robert FRETEL Director representing employees

Appointment for a period of 4 years Member of the Strategy & Investment Committee

Board Upcoming changes in the composition of the of Directors during its meeting of March 8, 2017 decided to At the proposal of the Ethics & Governance Committee, the Board of May 10, 2017, the renewal of the terms of office of the following propose to shareholders at the Combined Shareholders’ Meeting three directors for a period of four years: Strategy & Investment Committee. As the former Chairman the Board of Directors' Charter. He is also a member of the Mr. Daniel Bernard has been a director of Cap Gemini since Chairman of the Ethics & Governance Committee pursuant to 2005 and Lead Independent Director since 2014 and, as such, Mr. Daniel Bernard ◗ held top positions, together with reputed expertise in corporate responsibilities in leading listed companies in France and the governance, gained through major corporate governance Board’s strategic discussions, thanks notably to his United Kingdom. Mr. Daniel Bernard also contributes to the management of leading international companies where he has brings to the Board of Directors considerable experience in the current Chairman of the investment company, Provestis, he and/or Chief Executive Officer of international groups and the transformation. considerable experience in the retail sector and its digital of the Combined Shareholders’ Meeting of May 10, 2017 and as the threshold of 12 years as a director of the Company at the end Currently an Independent Director, Mr. Daniel Bernard will exceed such will no longer be considered independent from this date Company refers. pursuant to the criteria of the AFEP-MEDEF Code to which the

the end of the Combined Shareholders' Meeting of May 10, wish that the Company could comply with these provisions from 2017. Mr. Daniel Bernard has therefore decided to resign his & Governance Committee from May 10, 2017. duties as Lead Independent Director and Chairman of the Ethics As the Company's Charter and the revised AFEP-MEDEF Code Director must be an independent director, it was Mr. Bernard's issued in November 2016 state that the Lead Independent 2014, and indicated at its meeting of March 8, 2017 that it The Board warmly thanks Mr. Daniel Bernard for his work since Governance Committee and Chairman of the Compensation Company since 2009. He is also a member of the Ethics & Commitee but will remain a member. Committee. He will vacate the Chair of the Compensation An Independent Director, Mr. Pringuet has been a director of the following the Combined Shareholders’ Meeting of May 10, 2017. Ms. Laurence Dors will be appointed as the Chairman of the has been a director of the Company since 2010. She is currently Compensation Committee. An independent director, Ms. Dors Director and Chairman of the Ethics & Governance Committee wishes to appoint Mr. Pierre Pringuet as Lead Independent Governance Committee. a member of the Audit & Risk Committee and the Ethics & Bernard’s significant contribution to the smooth functioning of The Board of Directors considers that given Mr. Daniel the Board since his appointment as director and then Lead Committee in 2014, his personality, his committment to the Independent Director and Chairman of the Ethics & Governance work closely with the Vice-Chairman to prepare future office as director. The Chairman and Chief Executive Officer will developments in the Group's governance. should the Combined Shareholders’ Meeting renew his term of Company’s interests to appoint him Vice-Chairman of the Board values, as well as his expertise, that it would be in the development of the Group and ensuring compliance with its

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Registration Document 2016 — Capgemini