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

6.2 Resolutions presented at the Extraordinary Shareholders’ Meeting

PRESENTATION OF 23 RD {RESOLUTION

ALLOCATION OF SHARES TO EMPLOYEES

OVERVIEW

A financial performance condition measured by the (ii) amount of audited and published organic free cash flow for the three-year cumulative period from January{1, 2018 to December{31, 2020, excluding Group payments to make up the shortfall on its defined benefit pension funds. No share would vest in respect of this financial performance condition if the cumulative organic free cash flow for the three{fiscal years is less than €3,000{million, while the maximum number of shares would vest if this amount is at least €3,250{million. This proposal takes into account the significant and continuous depreciation of the dollar against the euro, the Group’s reporting currency, since beginning{2017 whereas North America contributed 31% of the Group’s revenues as at December{31, 2017. This financial performance condition would determine 50% of grants to executive corporate officers (Chairman and Chief Executive Officer and Chief Operating Officers), members of the General Management Team and key executive managers of the Group and 70% of grants to other beneficiaries. A new performance condition tied to the Group’s 2020 (iii) diversity and sustainable development objectives. The diversity objective is based on the uncrease of the percentage of women in the Group’s Vice-Presidents inflow, whether by external recruitment or internal promotion, by 25% over the period 2018-2020 and the sustainable development objective concerns a reduction in greenhouse gas emissions/person by at least 20% over the period 2015-2020, with each objective equally weighted. More information on the methodology used to measure the greenhouse gas emissions reduction objective can be found in the 2017{Registration Document, Section{3.4.2. This new internal performance condition would determine 15% of grants to all beneficiaries.

Desirous to continue its motivation policy and involving employees and managers in the development of the Group, the Board of Directors is seeking a new authorization to grant additional performance shares, existing or to be issued, subject to internal and external performance conditions, during the next 18{months, (with, in the case of shares to be issued, the waiver by shareholders of their pre-emptive subscription rights in favor of the beneficiaries of the grants) up to a maximum of 1% of the share capital. The detailed performance conditions are presented in the draft 23 rd {resolution presented to you for vote. At the recommendation of the Compensation Committee, the Board of Directors’ meeting of March{13, 2018 wished to strengthen the alignment of performance conditions with the Group’s strategic priorities, by proposing the addition of a performance condition linked to diversity and sustainable development objectives reflecting the Group’s Corporate, Social and Environmental Responsibility strategy. A market performance condition assessed based on the (i) comparative performance of the Capgemini{SE share against the average performance of a basket of eight{comparable companies in the same business sector and from at least five{countries (Accenture/Atos/Tieto/Sopra Steria/CGI Group/Indra/Infosys and Cognizant) and the CAC{40 and Euro{Stoxx{Technology{600 indices (the latter index is new from{2018). This external performance condition would determine 35% of grants to executive corporate officers (Chairman and Chief Executive Officer and Chief Operating Officers), members of the General Management Team and key executive managers of the Group and 15% of grants to other beneficiaries. No shares would vest in respect of the external performance condition if the relative performance of the Capgemini{SE share is less than 100% of the average performance of the basket over a three-year period, while the maximum number of shares would vest if this performance is 110% or more of that of the basket. Performance conditions applicable to{performance share grants

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REGISTRATION DOCUMENT 2017 — CAPGEMINI