Cap Gemini - Registration Document 2016

CORPORATE GOVERNANCE AND INTERNAL CONTROL

2.2 Organization and activities of the Board of Directors

Combined Shareholders’ Meeting of May 10, 2017 Currently an Independent Director, Mr. Daniel Bernard will exceed the threshold of 12 years as a director of the Company at the end Company refers. such will no longer be considered independent from this date pursuant to the criteria of the AFEP-MEDEF Code to which the of the Combined Shareholders’ Meeting of May 10, 2017 and as As the Company's Charter and the revised AFEP-MEDEF Code issued in November 2016 state that the Lead Independent Director must be an independent director, it was Mr. Bernard's wish that the Company could comply with these provisions from the end of the Combined Shareholders' Meeting of May 10, 2017. Mr. Daniel Bernard has therefore decided to resign his duties as Lead Independent Director and Chairman of the Ethics & Governance Committee from May 10, 2017. Committee but will remain a member. to appoint Mr. Pierre Pringuet as Lead Independent Director and Chairman of the Ethics & Governance Committee following the Combined Shareholders’ Meeting of May 10, 2017. An Independent Director, Mr. Pringuet has been a director of the Company since 2009. He is also a member of the Ethics & Governance Committee and Chairman of the Compensation Committee. He will vacate the Chair of the Compensation The Board warmly thanks Mr. Daniel Bernard for his work since 2014, and indicated at its meeting of March 8, 2017 that it wishes confidential nature or that is presented as such by the Chairman and Chief Executive Officer or Chairman (as applicable) or any other Director. “The Directors (and any other person who attends Board or Committee meetings) are required to treat as strictly confidential matters discussed during Board or Committee meetings and all Board or Committee decisions, as well as any information of a objections to one or several of such obligations: Each Director undertakes to comply with the following obligations, unless he/she has informed the Chairman and Chief Executive Officer or Chairman (as applicable), in writing, of any Although they are themselves shareholders, the Directors 1 represent all the shareholders and are required to act in all circumstances in the Company’s interest. They are required to notify the Chairman of the Ethics and Governance Committee or the Board of any one-off conflict of interests (or potential conflict of interests) and to refrain from voting on the related decision. Any director who has a permanent conflict of interests is required to resign from the Board. months of his/her election) at least 1,000 shares of the Company. The shares acquired to fulfill this obligation must be held in registered form. This obligation does not apply to directors representing employees and employee shareholders. Each Director undertakes to hold (or to purchase within six 2 attention to their functions. The Directors may not hold more than four other appointments in French or foreign listed companies that are not members of the Capgemini Group and must comply with all applicable regulations restricting The Directors are required to devote the necessary time and 3 the number of directorships held by a single person. The Chief Executive Officer and any Deputy General Managers

member of the Audit & Risk Committee and the Ethics & Governance Committee. Ms. Laurence Dors will be appointed as the Chairman of the Compensation Committee. An independent director, Ms. Dors has been a director of the Company since 2010. She is currently a The Board of Directors considers that given Mr. Daniel Bernard’s significant contribution to the smooth functioning of the Board since his appointment as director and then Lead Independent Director and Chairman of the Ethics & Governance Committee in expertise, that it would be in the Company’s interests to appoint him Vice-Chairman of the Board should the Combined Shareholders’ Meeting renew his term of office as director. The Chairman and Chief Executive Officer will work closely with the Vice-Chairman to prepare future developments in the Group's governance. 2014, his personality, his committment to the development of the Group and ensuring compliance with its values, as well as his Director ethics obligations of the Code of Business Ethics that Cap Gemini directors undertake to comply with throughout their term of office. An extract of the Code of Business Ethics is included in the The Charter of the Board of Directors sets out the main Charter of the Board of Directors and detailed below: Officer, the Board may issue specific recommendations, given his/her status and specific assignments. may not hold more than two other directorships in French or foreign listed companies that are not members of the Capgemini Group; they must request the opinion of the Board before accepting any new appointment in a listed company. If the Chairman is not also the Chief Executive Directors of appointments accepted. must keep the Chairman of the Board informed of any offers of appointments they would like to accept in other French or foreign companies, and their membership on Board Committees of these companies, as well as any change in their appointments or participation in these committees. If the functions of Chairman and Chief Executive Officer are combined, he/she will inform the Chairman of the Ethics and Governance Committee. The Chairman informs the Board of During the term of their office at the Company, Directors which they are members, as well as all shareholders’ meetings. In its annual Registration Document, the Company publishes Directors’ individual attendance rates at meetings of the Board and the Committees of which they are members, as well as their average attendance rates. meetings of the Board and all meetings of the Committees of The members of the Board of Directors must attend all 4 The Directors are obliged to keep abreast of the Company’s 5 situation and development. To this end, they may ask the Chairman to communicate on a timely basis all information public that is obtained in their capacity, Directors are subject to secrecy rules extending beyond the simple requirement of discretion imposed by law. discussion of matters included on the agenda of the next Board meeting. Regarding information not available to the that is essential to allow them to contribute effectively to the

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Registration Document 2016 — Capgemini