CAPGEMINI_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE - RISKS{AND INTERNAL{CONTROL

2.1 Governance structure and composition of{the{Board of Directors

the Paris Appeal Court confirmed the amount of financial penalties at €100,000 and Mr.{Yann Delabrière and Faurecia SA, appealed to the Court of Cassation, the French Supreme Court; has been disqualified by a court from acting as a member of X the administrative, management or supervisory bodies of an issuer or from participating in the management or conduct of the affairs of any issuer at any time during the last five years. As far as the Company is aware, there are no: conflicts of interest among the members of the Board of X Directors between their duties towards Capgemini and their private interests and/or any other duties; arrangements or agreements with the principal shareholders, customers or suppliers pursuant to which one of the members of the Board of Directors was selected; restrictions accepted by the members of the Board of X Directors on the sale of their investment in the share capital of Capgemini (other than the obligation under the bylaws that each director must hold at least 1,000 shares throughout their term of office and the obligation for Mr.{Paul Hermelin to hold his performance shares detailed in Section 2.4.1); service contracts between the members of the Board of X Directors and Capgemini or any of its subsidiaries that provide for the granting of benefits upon termination thereof. It being noted that MM Consulting, whose Chairman and Chief Executive Officer is Mr.{Yann Delabrière, signed a one year agreement with Capgemini Consulting in October{2016 to support this entity’s Digital Manufacturing go to market strategy, leveraging his knowledge of the automotive industry. This agreement expired in October{2017 and was not renewed. (For further information see pages 99 and 238 ). As far as the Company is aware, there are no family ties between members of the Board of Directors. Regulated agreements and commitments authorized in{2017 In anticipation of Messrs. Thierry Delaporte and Aiman Ezzat taking office as Chief Operating Officers on January{1, 2018 and at the recommendation of the Compensation Committee, the Board of Directors, during its meeting of December{6, 2017, authorized, in principle, termination benefits in the event of cessation of their duties as Chief Operating Officer and a non-compete clause. These commitments are regulated commitments pursuant to Article{L. 225-42-1 of the French Commercial Code. 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. It is recalled that 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. They 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. Information on regulated agreements with{related parties

To this end and to assess any conflicts of interest potentially resulting from business relationships, a statement of business flows between Capgemini Group and entities that are suppliers and/or clients of Capgemini and that have directors in common with Capgemini SE is prepared annually and communicated to Mr.{Pierre Pringuet, Lead Independent Director and Chairman of the Ethics & Governance Committee. A qualitative assessment of situations encountered is also conducted based on several criteria, as detailed in the section “ Independence of the Board of Directors ” above. In addition, each year directors are required to issue a statement to the Company regarding the existence or absence, to their knowledge, of any conflicts of interest. Based on this information, the Lead Independent Director confirmed the absence of any conflicts of interest. These conflict of interest prevention measures supplement one of the general duties of the Ethics & Governance Committee which is to draw the attention of the Chairman of the Board of Directors to any potential situations of conflict of interest it has identified between a director and the Company or its Group or between directors. They also provide input for the Board of Directors’ work on the independence classification of directors. In this respect, it was identified in October{2016 that Mr.{Yann Delabrière, a director of Capgemini SE, has been appointed a Senior Advisor at Capgemini Consulting, a strategy and transformation consulting entity of the Capgemini Group. This appointment followed the end of a one-year services agreement between MM Consulting and Capgemini Consulting. Mr.{Yann Delabrière is the Chairman and CEO of MM Consulting. This agreement expired in October{2017 and was not renewed. Further information on compensation received under this agreement is presented in Section 2.4.3 (Attendance fees and other compensation received by corporate officers). The Board of Directors considered Mr.{Yann Delabrière’s assignment to be compatible with his duties as director, noting that it concerned the everyday activities of Capgemini Consulting and was governed by a service agreement entered into on an arm’s length basis. Declarations concerning corporate officers As far as the Company is aware, none of the current members of the Board of Directors: has been found guilty of fraud at any time during the last five X years; has been involved in any bankruptcy, receivership or X liquidation at any time during the last five years; has been subject to any form of official public sanction and/or X criminal liability pronounced by a statutory or regulatory authority (including designated professional bodies), it being noted that: In a decision dated December{18, 2014, the Sanctions Commission of the French Financial Markets Authority (AMF) considered that Faurecia SA and Mr.{Yann Delabrière, in his capacity of Chairman and Chief Executive Officer of Faurecia SA, had failed to comply with certain obligations set out in Articles 223-1, 223-2 and 223-10-1 of the AMF General Regulations with respect to disclosures concerning the Company's objectives for 2012. Concerning Mr.{Yann Delabrière, based on Articles L.621-15 (paragraphs II (c) and III (c) of the French Monetary and Financial Code (Code monétaire et financier), financial penalties of €100,000, were handed down by the AMF against him; Mr.{Yann Delabrière filed an appeal together with Faurecia against this decision with the Paris Court of Appeal on February{26, 2015. On June{30, 2016,

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REGISTRATION DOCUMENT 2017 — CAPGEMINI