Cap Gemini - Registration Document 2016

4

FINANCIAL INFORMATION

4.2 Consolidated financial statements

Contingent liabilities companies underwent tax audits leading in some cases to tax reassessments. A number of proposed adjustments have been During 2016 and in previous fiscal years, certain Group

statements in so far as Capgemini can justify its positions and considers the likelihood of winning the disputes to be high. This is particularly the case, in France, for research tax credits for the period 2008 to 2013, in respect of which the tax authorities have

progress at the period end. In general, no provisions have been set aside for these disputes in the consolidated financial challenged and litigation and pre-litigation proceedings were in rejected the portion concerning private clients in certain companies registered for the research tax credit.

Related-party transactions Note 30 Associates Associates are equity-accounted companies over which the Group exercises significant influence. At December 31, 2016, O2C Pro LLC is the only company equity-accounted by the Group since its acquisition in 2011. Transactions with this equity associate in 2016 were performed at arm’s length and were of

Moreover, it is worth noting that Caixa Participacões, a minority accounting for approximately 14% of its revenues. shareholder, is also one of the main clients of CPM Braxis, Officer is Yann Delabrière (a director of Cap Gemini S.A.), signed a one-year agreement with Capgemini Consulting to provide this Finally, MM Consulting, whose Chairman and Chief Executive entity with assistance in the Digital Manufacturing market, by contributing its knowledge of the automobile sector. Fees of effect in October 2016. €87,000 were invoiced to the consulting entity for work performed in 2016 under the terms of the agreement which entered into

immaterial volume.

Other related-parties In 2016, no material transactions were carried out with:

of Cap Gemini S.A.; shareholders holding significant voting rights in the share capital ◗ members of management, including directors; ◗ influence or holds significant voting rights. entities controlled or jointly controlled by a member of key ◗ management personnel, or over which he/she has significant

Group management compensation

each year-end, comprising 25 members in 2016 (24 members in 2015) and directors (compensation, fees and attendance fees). compensation of members of management bodies, encompassing the Group operating management structure at The table below provides a breakdown of the 2015 and 2016

2015

2016

in thousands of euros

Short-term benefits excluding employer payroll taxes (1)

23,185

24,166

o/w attendance fees to salaried directors

65

80

o/w attendance fees to non-salaried directors (2) (3)

779

719

Short-term benefits: employer payroll taxes

6,328 1,184 6,035

4,573 1,695 9,781

Post-employment benefits (4)

Share-based payment (5)

Including gross wages and salaries, bonuses, profit-sharing, attendance fees and benefits in kind, (1) Note that Paul Hermelin has waived receipt of his attendance fees since 2011 (as did Serge Kampf from 2011 until his death), (2) 15 directors in 2016 and 12 directors in 2015, (3) Primarily the annualized expense in respect of retirement termination payments pursuant to contract and/or a collective bargaining agreement, (4) Deferred recognition of the annual expense relating to the grant of performance shares. (5)

Subsequent events

€1.55 per share in respect of 2016. A dividend of €1.35 per share was paid in respect of fiscal year 2015. At the Ordinary Shareholders’ Meeting, the Board of Directors will recommend a dividend payout to Cap Gemini S.A. shareholders of

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Registration Document 2016 — Capgemini