CAPGEMINI_REGISTRATION_DOCUMENT_2017

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CORPORATE GOVERNANCE - RISKS{AND INTERNAL{CONTROL

2.4 Compensation of Executive Corporate Officers

Specificities and proposed fixed 2.4.1.2 and{variable compensation for{Executive{Corporate Officers

Accordingly, the operating indicators adopted for 2018 V1 compensation will remain unchanged as follows: revenue growth: 30%{weighting; operating margin rate: 30%{weighting; X

Specific items and proposed 2018 fixed and variable compensation of the Chairman and Chief Executive Officer The Chairman and Chief Executive Officer: no longer benefits from an employment contract, which was X terminated on February{18, 2015; has waived his right to receive director’s fees since 2009; X is not entitled to termination benefits; X is not covered by a non-compete clause; X does not benefit from a multi-year variable or deferred compensation mechanism; does not benefit from one off awards; does not have fringe benefits. X The threshold under which 50% of shares definitely vested have to be held until the termination of the office has been has been set for Mr Hermelin at twice his annual theoretical compensation applicable on vesting date. As this threshold had been attained each time since the July{2014 grant, the obligation to hold shares that vest as a result of these grants has been set at one-third of vested shares for the corresponding plans. The terms of the supplementary pension which rights were frozen in 2015 following the closing of the plan are described in section 2.4.2 thereafter, being specified that when implemented the plan was fully aligned with AFEP-MEDEF Code recommendations. Following the principles just described, the Board decided, pursuant to the recommendation of the Compensation Committee, to set Mr.{Paul Hermelin’s theoretical compensation for 2018 at €2,652,000 representing a 9.6% increase. Mr Paul Hermelin remuneration remained unchanged since 2013 and has not been adjusted during his previous mandate. However, contrary to aforesaid principles, considering the present fixed compensation level in regard to market practice, the Board has decided to leave the fixed compensation unchanged at €1,452,000 for 2018 and rather to increase the variable percentage from 40% to 45%. The Board also set the procedure for calculating the variable component of Mr.{Hermelin’s compensation for fiscal year 2018 (€1,200,000), defining the performance indicators underlying the V1 calculation, as well as the personal strategic objectives adopted for the V2 component. Fixed and variable compensation of the Chairman and{Chief Executive Officer for 2018

pre-tax net profit: 20%{weighting; X free cash flow: 20%{weighting. X

The level of attainment of these indicators will be determined as in past years, based on a comparison of actual audited and budgeted Group consolidated results and will be subject to the accelerated formula (upward or downward). The personal strategic objectives adopted for 2018 V2 variable compensation have been each assigned an individual specific weight and have been classified in two main categories. Following the new governance structure in place since January{1, 2018 and with the launch announced in Geneva during the 50 th {anniversary Group Rencontres of a major transformation program, the Compensation Committee suggested to the Board which approved this proposal, to structure the objectives of each Executive Corporate Officer with a set of common/shared objectives associated with a set of specific/role-based ones. Therefore, objectives of the CEO are built as follows: shared objectives represent 60% of the CEO V2 and they relate to: the effective implementation of the new Group governance i) and managerial transition and a reinforced collaboration between market units and service lines, positioning the Group on the path to achieve its growth ambition in the Digital and Cloud and its 2020 ambition, for a 30% weight (out of which 10% is quantifiable); and the operational transformation of the Group with a renewed leadership structure for 30% (out of which 30% is quantifiable); specific objectives represent 40% of the CEO V2 and they relate to: the impact of M&A on the Company growth and the i) successful post merger integration for 15% weighting (out of which 7.5% quantifiable); the deployment of the CSR strategy around its three pillars ii) (diversity, digital inclusion and sustainability), 15% weighting (out of which 10% quantifiable); and the strategic bets to accelerate the transition to innovative iii) solutions, 10% weighting.

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REGISTRATION DOCUMENT 2017 — CAPGEMINI