CAPGEMINI_REGISTRATION_DOCUMENT_2017

REPORT OF THE BOARD OF{DIRECTORS AND{DRAFT{RESOLUTIONS TO{BE PRESENTED AT{THE{COMBINED SHAREHOLDERS’ MEETING OF MAY{23, 2018

6.1 Resolutions presented at the Ordinary Shareholders’ Meeting

PRESENTATION OF THE 7 TH {AND 8 TH {RESOLUTIONS

APPROVAL OF REGULATED COMMITMENTS GIVEN IN FAVOR OF MR.{THIERRY DELAPORTE AND MR.{AIMAN EZZAT, CHIEF OPERATING OFFICERS

OVERVIEW

The employment contracts of the Chief Operating Officers do not contain a termination benefits clause, other than the provisions provided for in the collective bargaining agreement. These contracts will be suspended during their terms of office as corporate officer in accordance with the recommendations of the AFEP-MEDEF Governance Code applicable to Chief Operating Officers. It is recalled that the rules of the performance share plans benefiting Messrs.{Delaporte and Ezzat do not provide for the retention of rights to performance shares not yet delivered in the event of early departure, except on retirement, death or invalidity. The Board ensured strict performance conditions were attached to the termination benefits in the event of cessation of the corporate office. Finally, the Board of Directors, in accordance with the recommendations of the AFEP-MEDEF Code, has capped at twice the theoretical annual compensation (fixed and variable) applicable at the date of cessation of duties the aggregate amount of (i) termination benefits effectively paid, (ii) severance payments for termination of the employment contract and (iii) any compensation paid, if any, on application of a non-compete commitment.

The 7 th {and 8 th {resolutions submit for approval of the shareholders regulated commitments falling within the provisions of Article{L.225-42-1 of the French Commercial Code and given in favor of Messrs.{Thierry Delaporte and Aiman Ezzat, Chief Operating Officers, subject to the provisions of Article{L.225-42-1 of the French Commercial Code as mentioned in the Statutory Auditors’ special report. In anticipation of the appointment of Messrs.{Thierry Delaporte and Aiman Ezzat as Chief Operating Officers with effect from January{1, 2018 and on the Compensation Committee’s proposal, the Board of Directors, at its meeting of December{6, 2017, authorized in their favor the principle of a severance indemnity in the event of termination of their corporate office as Chief Operating Officer as well as a non-compete undertaking, described below. The appointment of the two{Chief Operating Officers forms part of measures to prepare Capgemini’s management transition. The Board of Directors considered it was in the Company’s interest during this transition period to protect both the newly appointed Chief Operating Officers, by introducing a termination benefit mechanism, and the Group, through a non-compete clause.

Compensation pursuant to the collective bargaining agreement in respect of the employment contract payable, except in the event of gross or willful misconduct, based on seniority as an employee prior to appointment as an H[HFXWLYH FRUSRUDWH RƯFHU

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Compensation resulting from application of a non-compete clause on cessation of the corporate RƯFH Equal to 50% of theoretical JURVV FRPSHQVDWLRQ Ƭ[HG YDULDEOH DSSOLFDEOH RQ WKH date of cessation of the duties of Chief Operating 2ƯFHU L H Ƨ \HDU

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Severance indemnity due in the event of{cessation of corporate office

Operating Officer in regard to his V1{variable component (linked to performance criteria and the Group’s consolidated financial results) during each of the last three completed fiscal years preceding the termination of his duties as Chief Operating Officer, it being specified that the last year will count for 40%, while the two{previous fiscal years will count for 30% each. As the grant and the amount of the V1{variable part is subject to performance indicators and the Group’s consolidated results, the severance indemnity is as a result subject to the satisfaction of these same performance conditions. No severance indemnity shall be due if the Chief Operating Officer leaves the Company on his own initiative, changes functions within the Group, is entitled to assert in a near future his rights to retirement, or in the event of gross negligence or serious misconduct.

In case of termination of their corporate office as Chief Operating Officer, Messrs.{Delaporte and Ezzat would receive a severance indemnity. The aggregate amount (i) of the severance indemnity effectively paid, (ii) of any indemnity likely to be paid in connection with the termination of an employment agreement, and (iii) of any indemnity likely to be paid in consideration for the non-compete undertaking, may not exceed a maximum amount equal to twice the applicable gross theoretical compensation (fixed plus variable) as at the date of termination of said duties. The granting and the amount of the severance indemnity depend on the percentage attainment of the weighted performance of the financial indicators applicable to the Chief

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REGISTRATION DOCUMENT 2017 — CAPGEMINI