Cap Gemini - Registration Document 2016

CORPORATE GOVERNANCE AND INTERNAL CONTROL

2.1 Governance structure and composition of the Board of Directors

The Board of Directors considered Mr. Delabrière’s assignment to the everyday activities of Capgemini Consulting and was governed be compatible with his duties as director, noting that it concerned by a service agreement entered into on an arm’s length basis. Declarations concerning corporate officers the Board of Directors: As far as the Company is aware, none of the current members of five years; has been found guilty of fraud at any time during the last ◗ at any time during the last five years; has been involved in any bankruptcy, receivership or liquidation ◗ has been subject to any form of official public sanction and/or ◗ (including designated professional bodies), it being noted that: criminal liability pronounced by a statutory or regulatory authority Commission of the French Financial Markets Authority (AMF) In a decision dated December 18, 2014, the Sanctions Regulations with respect to disclosures concerning the based on Articles L.621-15 (paragraphs II (c) and III (c) of the Company’s objectives for 2012. Concerning Mr Yann Delabrière, financier), financial penalties of €100,000, were handed down by French Monetary and Financial Code (Code monétaire et together with Faurecia against this decision with the Paris Court the AMF against him; Mr. Yann Delabrière filed an appeal Articles 223-1, 223-2 and 223-10-1 of the AMF General S.A., had failed to comply with certain obligations set out in Appeal Court confirmed the amount of financial penalties at of Appeal on February 26, 2015. On June 30, 2016, the Paris €100,000 and Mr. Yann Delabrière and Faurecia S.A., appealed has been disqualified by a court from acting as a member of the ◗ or from participating in the management or conduct of the affairs administrative, management or supervisory bodies of an issuer of any issuer at any time during the last five years. capacity of Chairman and Chief Executive Officer of Faurecia considered that Faurecia S.A. and Mr. Yann Delabrière, in his to the Court of Cassation, the French Supreme Court;

As far as the Company is aware, there are no:

private interests and/or any other duties; Directors between their duties towards Cap Gemini and their conflicts of interest among the members of the Board of ◗ of the Board of Directors was selected; customers or suppliers pursuant to which one of the members arrangements or agreements with the principal shareholders, ◗ on the sale of their investment in the share capital of Cap Gemini restrictions accepted by the members of the Board of Directors ◗ performance shares detailed in Section 2.4.1); (other than the obligation for Mr. Paul Hermelin to hold his for the granting of benefits upon termination thereof. Directors and Cap Gemini or any of its subsidiaries that provide service contracts between the members of the Board of ◗ members of the Board of Directors. As far as the Company is aware, there are no family ties between Commercial Code were authorized by the Board of Directors No agreements governed by Article L.225-38 of the French during the year ended December 31, 2016. The statutory auditor’s special report for the year ended Company’s supplementary pension plan set-up in favor of certain December 31, 2016 highlights the continuation in 2016 of the consideration). were frozen with effect from October 31, 2015 without any senior executives regarded as having made a significant and Hermelin has been a beneficiary of this plan since 2007 (his rights lasting contribution to the development of the Group. Mr. Paul special report on page 254 (Agreements and commitments More detailed information can be found in the Statutory Auditors’ approved in previous years but not implemented during the year). Loans and guarantees granted to directors and managers of the Company None. with related parties Information on regulated agreements

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Registration Document 2016 — Capgemini