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

Officer and subject to shareholder mandatory vote Compensation components due or awarded in respect of 2016 to Mr. Paul Hermelin, Chairman and Chief Executive

accounting vote subject to value Amount or

Presentation

compensation Fixed

€1,452,000 (paid in 2016)

the average for CAC 40 executives. responsibilities and the evolution and internationalization of the Group since 2008, when his Officer at the end of the Combined Shareholders’ Meeting of May 24, 2012, the extension of his 10% to reflect the change in Mr. Paul Hermelin’s role who became Chairman and Chief Executive accordance with the AFEP-MEDEF Code. This amount is unchanged on 2013 when it was increased by 60% of the total theoretical compensation if objectives are attained and is reviewed at long intervals in Directors on February 17, 2016 at the recommendation of the Compensation Committee. It represents The gross fixed compensation of €1,452,000 for fiscal year 2016 was approved by the Board of and therefore in his fixed compensation is 1.2% per annum . This theoretical compensation falls within compensation was last modified. The annualized increase in his theoretical compensation since 2008 attained of €968,000, i.e. 40% of his total theoretical compensation and comprising two equal of Mr. Paul Hermelin’s variable compensation for fiscal year 2016, of a target amount if objectives are approved accounts and at the recommendation of the Compensation Committee, assessed the amount During the Board of Directors’ Meeting of February 15, 2017, the Board, based on the audited and components, V1 and V2, that may vary between 0% and 200% of the theoretical amount. respective weightings, all relating to the financial results as compared to an ambition decided by the V1 component: this component is calculated in accordance with quantifiable criteria and the following Board: 1) % attainment of the revenue : 30% weighting; 2) % attainment of the operating margin rate : 30% weighting; 3) % attainment of pre-tax net profit : 20% weighting; 4) 2016 Free Cash Flow: 20% weighting. February 17, 2016. These objectives were assessed with respect to the objectives set by the Board of Directors’ Meeting of attainment rate of 101.07%. respectively, which taking account of the relative weighting of each objective, gives a weighted Attainment rates for these four objectives were 98.39%, 94.98%, 95.07% and 120.22% The Group’s historical calculation formula accelerates actual performance upwards and downwards such that: 70% last year), the V1 component will be nil; if the weighted performance of the above four financial indicators is less than or equal to 75% (was ■ (was 130% last year), the V1 component will be capped and equal to twice its theoretical amount. if the weighted performance of the above four financial indicators is greater than or equal to 125% ■ 104.28%, giving an amount of 968,000/2*104.28= €504,735 . attainment rate of 100.1% in 2016 results in the multiplication of the theoretical variable component by decreases the variable component by 4%. Therefore, application of the formula to the weighted Accordingly, with this formula, a one point variance in the weighted attainment rate increases or work done by the Compensation Committee which reviewed the various qualitative objectives grouped V2 component: The evaluation and the associated proposal have been prepared on the basis of the transformation” for 25%. “Strategic agenda around industrialization and account centricity culture” for 25% and “HR into four categories: “Success of IGATE integration” for 30%, “new strategic development” for 20%, brand. In regard to the achieved quantified indicators and to the qualitative evaluation, the Board client centric culture and highlighted in particular, a reinforced account centricity culture and Capgemini evaluation of the integration impact on the strengthening of our Indian and US operations and of our and on ii) an increase superior to Group growth. For the third indicator, the Board made a qualitative increase in 2016 vs. 2015. For these two quantitative measures the achievements were on i) exceeded talent base and ii) ensuring the retention of the IGATE top 20 client base, through a net revenue considered that the objectives set for this category have been achieved at 140% . the same weight, including two quantitative measures around i) ensuring the retention of the IGATE VP For the first category (Success of IGATE integration-30%), the Board set three indicators each with Digital development strategy. Given these achievements, the Board considered that the on two qualitative objectives i) the identification of appropriate acquisition targets and ii) the Cloud and For the second category (Next strategic development-20%) , the Board based its recommendations objectives set for this category have been realized at 90%.

variable Annual compensation

€1,075,855 (paid in 2017)

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Registration Document 2016 — Capgemini