CAPGEMINI_REGISTRATION_DOCUMENT_2017

FINANCIAL INFORMATION

4.4 2017 financial statements

Statutory Auditors’ special report on related party agreements 4.4.6 and{commitments

Shareholders’ Meeting held to approve the financial statements for the year ended December{31, 2017

This is a free translation into English of the Statutory Auditors’ special report on related party agreements and commitments issued in French and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.

To the Shareholders, In our capacity as Statutory Auditors of Capgemini{SE, we hereby report to you on related party agreements and commitments. It is our responsibility to report to shareholders, based on the information provided to us, on the main terms and conditions of, as well as the reasons provided for, the agreements and commitments that have been disclosed to us or that we may have identified as part of our engagement, without commenting on their relevance or substance or identifying any undisclosed agreements or commitments. Under the provisions of Article{R.225-31 of the French Commercial Code ( Code de commerce ), it is the responsibility of the shareholders to determine whether the agreements and commitments are appropriate and should be approved. Where applicable, it is also our responsibility to provide shareholders with the information required by Article{R.225-31 of the French Commercial Code in relation to the performance during the year of agreements and commitments already approved by the Shareholders’ Meeting. We performed the procedures that we deemed necessary in accordance with professional standards applicable in France to such engagements. These procedures consisted in verifying that the information given to us is consistent with the underlying documents. Agreements and commitments authorised during the year In accordance with Article{L.225-40 of the French Commercial Code, we were informed of the following agreements and commitments authorised by the Board of Directors. Severance pay for Chief Operating Officers Thierry Delaporte and Aiman Ezzat X Type and purpose of agreement The agreement sets out the severance pay entitlement of Thierry Delaporte and Aiman Ezzat in the event of their departure from their position as Chief Operating Officer. Terms and conditions The severance pay will depend on the percentage of fulfilment of the financial performance objectives applicable to the Chief Operating Officer in question for the V1 variable portion of his remuneration calculated for each of the three{complete financial years preceding the termination of his duties as Chief Operating Officer, based on a weighting of 40% for the financial year immediately preceding the termination and 30% for each of the remaining two years. Since the V1 part of the variable remuneration is subject to performance criteria, the severance pay will be conditional upon the fulfilment of these same criteria. No severance pay would be paid if the Chief Operating Officer leaves of his own accord, if he changes roles within the Group, if he is able to take retirement at very short notice or if he leaves as a result of serious or gross misconduct. In accordance with the recommendations of the AFEP-MEDEF Code, the Board of Directors set an upper limit on the aggregate amount that may be paid out to the Chief Operating Officer with respect to (i) the final calculated amount of severance pay, (ii) the compensation paid under the collective bargaining agreement in the event of termination of the employment contract, and (iii) any compensation that may be paid under a non-competition agreement. This amount is limited to twice the theoretical annual compensation (fixed plus variable) applicable on the date of termination of service. Reasons justifying the interest of the agreement for the Company The appointment of two{Chief Operating Officers is part of the transition within the management of Capgemini. On December{6, 2017, the Board of Directors decided that it was in the Company’s interest to protect both the newly appointed Chief Operating Officers through a severance pay scheme and the Group through a non-competition agreement during this transition period. Conditions precedent Pursuant to Article{L.225-42-1 of the French Commercial Code, these appointments are to be submitted for approval to the Shareholders’ Meeting on May{23, 2018, subject to two{conditions precedent, namely (i) the adoption of the compensation policy for the Chief Operating Officers by the Shareholders’ Meeting of May{23, 2018, and (ii) the re-appointment of Thierry Delaporte and Aiman Ezzat as Chief Operating Officers by the Board of Directors at the meeting to be held following the Shareholders’ Meeting of May{23, 2018. Non-competition obligations concerning Chief Operating Officers Thierry Delaporte and Aiman Ezzat X Type of agreement The agreement provides for a non-competition obligation applicable to Thierry Delaporte and Aiman Ezzat, in exchange for which they may be entitled to a compensation payment. Agreements and commitments to be submitted for the approval of the Shareholders’ Meeting

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REGISTRATION DOCUMENT 2017 — CAPGEMINI