Cap Gemini - Registration Document 2016

CORPORATE GOVERNANCE AND INTERNAL CONTROL

2.4 Compensation of executive corporate officers

accounting Amount or to vote value subject

Presentation V2: qualitative part based on 2016 objectives Categories

Weight

Weighted total

Succesful IGATE integration Next strategic development

30% 20% 25% 25%

2

118.0%

Account centricity and Industrialisation

HR strategy

Variable V2 on target

484,000 571,120

Computed V2

TOTAL 2016 VARIABLE COMPENSATION

1,075,855

As a % of the total variable on target

111.1%

As a % of fixed compensation 74.1% The variable compensation due in respect of a given year is calculated based on the audited accounts policy to the shareholders. approved by the Board at the beginning of Y+1 and is paid after the submission of the compensation

Deferred

N/A

There is no deferred variable compensation.

compensation variable variable compensation Multi-year compensation Exceptional compensation other form shares or any of long-term performance options, Stock

N/A

There is no multi-year variable compensation mechanism.

N/A

No exceptional compensation was paid.

Performance €2,212,650 shares value on (accounting grant date)

42,000 shares granted subject to performance and presence conditions.

since 2014). Accordingly, no shares vest if the relative performance of the Cap Gemini share is less than (Accenture/CSC/Atos/Tieto/Sopra Steria/CGI Group/Infosys and Cognizant) and the CAC 40 index (new relative performance is at 110% or above. If performance is similar to that of the market only 50% of the 100% of the performance of the basket of comparable companies, while 100% of shares vest only if this starts from a minimum achievement of 100% of the basket of comparable companies, while it historically initial grant vests. The external condition has been strengthened as the effective vesting of shares started at 90%. the comparative performance of the Cap Gemini share over three years against the average performance €2.7 billion or more. The external performance conditions accounts for 50% of the grant and is based on of a basket of 8 comparable companies in the same business sector and from at least 5 countries progressively on a straight-line basis, with the maximum grant requiring Organic Free Cash Flow of minimum amount necessary for shares to vest is €2.4 billion. Above this threshold, shares vest share capital. The number of shares that may vest to the executive corporate officer may not exceed 0.001% of the Authorized by the Combined Shareholders’ Meeting of May 18, 2016. Ninth resolution Grant authorized by the Board of Directors on July 26, 2016 The vesting of performance shares is contingent on the realization of both an external performance the grant and is based on Organic Free Cash Flow over the three-year period from 2016 to 2018. The condition and an internal performance condition. The internal performance condition accounts for 50% of

options = N/A Stock N/A Other items =

No stock options or other items were granted.

fees Attendance

waiver Voluntary

have done for the last seven years). attendance fees as a director of Cap Gemini S.A. in respect of 2016 (as both Mr. Serge Kampf and he The Board of Directors took due note of Mr. Paul Hermelin’s decision to waive his right to collect

of benefits Valuation in kind

€0

No benefits in kind.

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Registration Document 2016 — Capgemini