Cap Gemini - Registration Document 2016

REPORT OF THE BOARD OF DIRECTORS AND DRAFT RESOLUTIONS TO BE PRESENTED AT THE COMBINED SHAREHOLDERS’ MEETING OF MAY 10, 2017

6.1 Resolutions presented at the Ordinary Shareholders’ Meeting

Cap Gemini share-based incentive policy procedures principles: grants performance shares in accordance with the following The Group stopped granting stock options in 2009 and now 2016 but was not granted any shares in 2010 or 2011; performance shares in 2009, 2012, 2013, 2014, 2015 and performance conditions . Mr. Paul Hermelin received Group beneficiaries and all shares are subject to conditions of presence and performance as applicable to other performance shares are granted subject to the same ◗ shares initially granted; rates were only 50% and 68.5%, respectively, of the number of the first two share grants in 2009 and 2010, where the vesting the performance conditions are ambitious, as demonstrated by ◗ the performance conditions are set in the resolution submitted recommendation, and are calculated over a three year period; performance conditions in accordance with the AMF for shareholders’ approval and include, internal and external Combined Shareholders Meeting for the corresponding periods 2.32% respectively of the total amount authorized by the to Mr. Paul Hermelin in 2014 and 2015 represented 3.14% and an Executive Director alone). The performance shares granted last resolution voted on May 18, 2016 and maximum of 5% for limited (maximum of 10% of shares available for grant set in the pursuant to the resolutions presented to shareholder vote is 2.44% and 2.52% respectively for 2016. Since 2009 and over beneficiaries within these resolutions. These percentages were and 3.58% and 3.2% of the total amount granted to all the number of shares granted to executive corporate officers ◗ 2.19% and 2.99% respectively; eight performance share grants, the average percentages are 60% to 93% of the theoretical cash compensation; year, and over the last three years this value has ranged from 100% of the theoretical yearly cash compensation for a given the IFRS value of shares granted targets not to exceed around ◗ shares received under the 2009, 2012 and 2013 plans until the Mr. Paul Hermelin is required to hold all vested performance ◗ later of: plan), extended to four years (2012 and 2013 plan), and the end of the mandatory two-year holding period (2009 ❚ the expiry of his term as corporate officer. and variable). Once this threshold is reached, the obligation to represents less than twice the theoretical annual salary (fixed shares must be retained, where the amount of shares held vested performance shares representing at least 50% of AFEP-MEDEF Code, the Board of Directors decided that Since then and in accordance with the recommendation of the

grants, the obligation to hold shares that vest as a result of July 2014 grant and similarly as of the July 2015 and 2016 these grants was set at one-third of vested shares vested; vested. As this threshold had been attained at the time of the shares on the delivery of the vested shares; Hermelin, he has not been required to buy a set number of given the significant number of shares held by Mr. Paul the first performance share grant plan in 2009; grant plan rules and applies to all beneficiaries. It applies since mandatory holding period. This prohibition is included in the share hedging transactions are prohibited before the end of the ◗ on at the same calendar periods and will be decided by either Code, performance share grants will be performed from now in accordance with the recommendations of the AFEP-MEDEF ◗ grant was made in July in both cases; following meeting. This was the case in 2015 and 2016 as the the Board of Directors’ Meeting at the end of July or the enough time to ensure a proper selection of the beneficiaries. made in July 2015, IGATE had just been bought not leaving former IGATE employees as at the time of the 2015 grant however a special grant was made in February 2016 targeting ◗ retain performance shares only applies to one third of shares Officer nor the Group Executive Committee members were specific and limited population. Neither the Chief Executive a special grant has been made in February 2016 for this Therefore and after having informed the HCGE of our intention, concerned by this grant. Other items The Chairman and Chief Executive Officer: has waived his right to receive director’s fees since 2009; ◗ is not entitled to termination benefits; ◗ is not covered by a non-compete clause; ◗ compensation mechanism; does not benefit from a multi-year variable or deferred ◗ does not benefit from one off awards; ◗ does not have fringe benefits. ◗ The terms of the supplementary pension which rights were recommendations. the plan was fully aligned with AFEP-MEDEF Code section 2.4.2 thereafter, being specified that when implemented frozen in 2015 following the closing of the plan are described in case, the award would be proportionate to the lost amounts. awards that would be lost following this hiring decision. In such external hiring of an Executive Officer with the need to buy out A one off award, if any would only be applicable in case of an

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Registration Document 2016 — Capgemini