Cap Gemini - Registration Document 2016

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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

Chief Executive Officer for 2017 Fixed and variable compensation of the Chairman and strategic objectives adopted for the V2 component. indicators underlying the V1 calculation, as well as the personal compensation for fiscal year 2017, defining the performance calculating the variable component of Mr. Hermelin’s €1,452,000 for 2017. The Board also set the procedure for This implies that the fixed part of Mr. Hermelin, will remain at compensation unchanged for 2017 at €2,420,000 (since 2013). Committee, to leave Mr. Paul Hermelin’s theoretical pursuant to the recommendation of the Compensation Following the principles just described, the Board decided, Accordingly, the operating indicators adopted for 2017 V1

compensation have been assigned an individual specific weight. The personal strategic objectives adopted for 2017 V2 variable 2017 in line with its strategic plan and associated indicators, in They relate to the operational transformation of the Group in particular around: (out of which 15% quantifiable); the Digital and Cloud strategic road map, 40% weighting i) quantifiable); and management and mobility, 30% weighting (out of which 15% the HR and delivery strategy around diversity, talent ii) (out of which 20% quantifiable). the growth of the North American market, 30% weighting iii) The Compensation Committee has formalized these objectives in such a way as they can be clearly assessed on objective quantified objectives and the Board shared the same imperative grounds at the end of 2017 with a weight of 50% based on will be subject to a quantitative evaluation in 2017. when finalizing the objectives. Therefore 75% of the variable part held in 2018. approval by the shareholders at the Shareholders’ Meeting to be Chief Executive Officer for fiscal year 2017 remains subject to Payment of the variable compensation of the Chairman and

compensation will remain as follows: revenue growth: 30% weighting; ◗ operating margin rate: 30% weighting; ◗ pre-tax net profit: 20% weighting; ◗ free cash flow: 20% weighting. ◗

accelerated formula (upward or downward). budgeted Group consolidated results and will be subject to the in past years, based on a comparison of actual audited and The level of attainment of these indicators will be determined as

FIFTH RESOLUTION

in kind granted to the Chairman and Chief Executive Officer components of total compensation and all types of benefit allocating and awarding the fixed, variable and exceptional Approval of the principles and criteria for determining, and after having read the report prepared in accordance with quorum and majority rules for Ordinary Shareholders’ Meetings The Combined Shareholders’ Meeting, voting in accordance with

Article L.225-37-2 of the French Commercial Code, approves the fixed, variable and exceptional components of total compensation principles and criteria for determining, allocating and granting the report. Executive Officer by virtue of his office as detailed in the said and all types of benefit in kind granted to the Chairman and Chief

OF THE 6 TH RESOLUTION

MR PAUL HERMELIN, CHAIRMAN AND CHIEF EXECUTIVE OFFICER VOTE ON THE COMPONENTS OF COMPENSATION DUE OR AWARDED IN RESPECT OF FISCAL YEAR 2016 TO

OVERVIEW Shareholders’ Meeting for a mandatory vote. The following table awarded in respect of fiscal year 2016 must be presented to the compensation of each executive corporate officer due or November 2016 with which Cap Gemini complies, the Pursuant to the revised AFEP-MEDEF Code issued in

“say on pay” policy. Hermelin, subject to shareholder mandatory vote pursuant to the summarizes the 2016 compensation components of Mr. Paul Document of Cap Gemini. This table is also set out in 2.4.2 of the 2016 Registration

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Registration Document 2016 — Capgemini