Cap Gemini - Registration Document 2016

CORPORATE GOVERNANCE AND INTERNAL CONTROL

2.4 Compensation of executive corporate officers

Compensation of executive corporate officers 2.4

2017. of the Executive Officers compensation. It remains subject to shareholders' approval at the Combined Shareholders's meeting of May 10, shareholders established pursuant to the provisions of Article L225-37-2 of the Code de Commerce related to the principles and criteria The description of the compensation policy in the section 2.4.1 below, corresponds to the report of the Board of Directors to

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Chairman and Chief Executive Officer compensation policy 2.4.1 General Principles

to 40% of this amount subject to the attainment of pre-defined target theoretical compensation and a variable component equal collective and individual objectives. management comprises a fixed component equal to 60% of the rules of the Group is that the remuneration of executive The Compensation Committee also monitors the main practices of America and India are structurally and culturally different from its international competitors. Compensation practices in North with that of key operating managers . One of the historical aligns the compensation structure of the Chief Executive Officer to Group strategy . The fixed component is determined in practices and linked to Company’s performance and aligned accordance with a major philosophy specific to the Group, which in France and abroad. The Group also ensures that the respective adequate level compared with comparable sector compensation valued in accordance with IFRS are balanced , in line with market proportions of fixed and variable components and share grants those applied in European companies. Observing their practices market and compensation levels. In American companies such as nonetheless provides relevant information on the nature of the substantial proportion of long-term share-based compensation CSC, Accenture and IBM, total compensation includes a does that of all key executive managers of the Group – fixed year Y-1. As indicated above, this compensation comprises – as total theoretical amount if objectives are achieved and variable compensation paid in 12 monthly installments equal to 60% of the closely correlated to the Company’s performance. compensation equal to 40% of this total theoretical amount, respect of fiscal year Y are adopted by the Board of Directors’ The procedures for setting Mr. Paul Hermelin’s compensation in Meeting in Y held to approve the financial statements of fiscal year for the year in progress: The Board of Directors therefore approves at the beginning of the The theoretical variable component is in turn split into two parts: the theoretical fixed and variable compensation components. ◗ V1 tied to Group performance indicators and consolidated with 50% minimum based on quantified objectives, set by the results and V2 based on the attainment of individual objectives, between 0% and a ceiling equal to 200% of the theoretical Board of Directors. Each of these components can vary compensation Procedures for setting fixed and variable below; fixed compensation as indicated in the summary table the total compensation are therefore both capped and the theoretical/target compensation. The variable component and variable component may not represent more than 133% of compensation may vary between 60% and 140% of annual amount. Therefore, as a result of this system, fixed plus variable

fixed or variable compensation, the grant of equity instruments or supplementary pension benefits. accordance with the recommendations of this Code, whether Compensation components and structure were determined in In addition to complying with “market” rules and in line with past not have an employment agreement, is not entitled to termination Group practice, the Chairman and Chief Executive Officer does benefits in kind. In addition, he has waived his right to receive benefits, is not covered by a non-compete clause and receives no its resulting proposals to the Board of Directors for approval. These principles are regularly reviewed and discussed by the Compensation Committee which submits a report on its work and The Compensation Committee refers in particular to comparative competitiveness of both the compensation level and structure studies to ensure the transparency , consistency and recommendations take account of executive management and calculation methods with market practice. The Committee’s well as observed practice in leading French and foreign Group compensation levels and components in CAC 40 companies as revised AFEP-MEDEF Code issued in November 2016. Chief Executive Officer comply with the recommendations of the The procedures for setting the compensation of the Chairman and attendance fees since fiscal year 2009. relevant benchmark and the most transparent, but additional case of partnerships. CAC 40 companies are therefore the most of the sector in which the Company operates. analyses take account of the international and competitive aspects countries and legal structures of competitors, in particular in the Compensation publication practice varies significantly between the competitors in the IT services and consulting sector. issued to Cap Gemini in July 2014 by the High Committee for The Compensation Committee took due note of the observations d’Entreprise , HCGE) and of its 2015 and 2016 activity reports, as Corporate Governance ( Haut Comité de Gouvernement made in 2015 and 2016. integrated into the items detailed below. No observations were companies. These observations were taken into account and governance and executive management compensation in listed well as of the AMF 2015 and 2016 reports on corporate comparable size and ambition, the Compensation Committee When performing comparisons with French companies of practices of CAC 40 companies in terms of both the clarity and ensures that Cap Gemini’s practices are in line with the best participated in 2016 in comparative studies of the main French consistency of methods applied. As in previous years, the Group companies carried out by specialist firms. These comparisons median compensation for CAC 40 companies, and is of an show that Mr. Paul Hermelin’s global compensation is close to the

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Registration Document 2016 — Capgemini