Cap Gemini - Registration Document 2016

CORPORATE GOVERNANCE AND INTERNAL CONTROL

2.4 Compensation of executive corporate officers

officers Employment contract of executive corporate his employment contract has been suspended in its entirety since May 24, 1996 (date from which he exercised his first term of office With regards to Mr. Paul Hermelin, the Board reminds readers that as a member of the Management Board), but that it was decided in 2009, pursuant to a recommendation by the Selection & Compensation Committee, to maintain jointly his term as corporate officer and his employment contract. This decision was based on the desire to maintain for this executive corporate officer

Meeting of February 18, 2015 that he waived his employment contract as from that date. exercise his right to retire, informed the Board of Directors’ following his commitment to the Board of Directors to waive his employment contract on reaching the age at which he may legally in his employment contract (his contract does not contain any such provision). In keeping with this measure, Mr. Paul Hermelin Company and was in no way motivated by a desire to maintain for his benefit any entitlement to a severance pay provision stipulated his entitlement to pension benefits, given his seniority in the Group on this date (23 years) and the services he has rendered to the

2

Indemnities or benefits following appointment, termination or change in

Supplementary pension plan

compete clause respect of non Indemnities in

Executive corporate officers: employment contracts and deferred compensation 2012 and Chairman and Chief Executive Officer thereafter Mr. Paul Hermelin - Chief Executive Officer up to May 24,

Employment contract

(see before)

function

No

Yes

No

No

Attendance fees and other compensation received by corporate officers 2.4.3

reviewed in 2014, following the external assessment of the Board of Directors performed in 2013 and sought to take better account attendance fees to directors of up to €1,200,000 per year. The method of allocating attendance fees between directors was of the increasing workload of Committee Chairmen and encourage good attendance at meetings as well as of the travel Combined Shareholders’ Meeting of May 18, 2016 to pay In compensation for the time spent participating in Board and Committee meetings, the Company was authorized by the time of Directors resident outside France. Accordingly, attendance fees are now allocated on the following basis: payment of a fixed amount of €15,000 per year to each director; ◗ official meeting of the Board; payment of a fixed amount of €4,000 for each attendance at an ◗ attendance fees for the specialized Board Committees were set ◗ with regard to the specific role of each committee and the ongoing work required of Chairmen, who now receive a fixed annual payment of: €45,000 for the Vice-Chairman of the Board of Directors, €45,000 for the Lead Independent Director and Chairman of ❚ the Ethics, Governance and Selection Committee and €35,000 for the Chairman of the Audit and Risk Committee, ❚ and the Strategy & Investment Committee; €25,000 for the Chairmen of the Compensation Committee ❚

meeting of one of the four specialized Board Committees (excluding the Committee Chairmen); payment of a fixed amount of €2,500 for each attendance at a ◗ payment of additional attendance fees of €5,000 per Board or ◗ Committee meeting to take account of the travel time of directors resident outside Europe and of €2,000 for directors resident outside France but in Europe. This additional attendance fee is not allocated to Directors representing employees, whose travel costs are covered otherwise; first six months and at the end of the year and are paid in two installments; attendance fees are calculated in two parts, at the end of the ◗ these fixed amounts could be reduced if circumstances require ◗ the Company to hold a greater than scheduled number of meetings, resulting in aggregate attendance fees exceeding the threshold authorized by the Combined Shareholders’ Meeting. director of Cap Gemini S.A. in respect of 2016 (as both Mr. Serge It is recalled that Mr. Paul Hermelin voluntarily waived his right to collect the attendance fees that should have been paid to him as Kampf and he have done for the last seven years). €798,500 were paid to directors in respect of 2016, representing 67% of the maximum amount authorized by the Combined In application of the above principles, total attendance fees of 2016. Shareholders’ Meeting. After deduction of French and foreign withholding tax, a net amount of €518,650 was paid in respect of

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Registration Document 2016 — Capgemini