Cap Gemini - Registration Document 2016

6

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

subject to vote accounting value Amount or

Presentation qualitative standpoint accounting for 10% overall, that covers i) the successful European transformation offerings higher than 20%, ii) not reached and iii) exceeded. In addition, the Board considered from a achievements have been considered respectively i) exceeded with a growth of Cloud and Digital countries strategic accounts to be higher than the Group revenue growth. For these three indicators the Digital offerings, ii) a corresponding ambitious contribution margin trend and iii) the growth of Group & consideration three quantitative indicators each with a 5% weight i) the revenue growth of Cloud and For the third category (Industrialization and account centricity-25%) , the Board took into toward a global mindset through the Power of One initiatives and set the qualitative part at 100%. The plan, ii) the launch of a reinforced Digital organization driving high growth in this domain and iii) the drive quantitative objectives and at 100% for the qualitative ones for an overall total of 120%. Board considered that the objectives set for this category have been realized at 133% for the Group in 2016. For these indicators the achievements have been respectively i) achieved for the refreshment of the VP population including external hires and ii) an acceleration of mobility within the quantitative measures counting for 15% around i) the hiring and development of Senior Executives with a For the fourth category (HR transformation-25%) , the Board considered as well two set of overall, the HR strategy implemented to accelerate cross unit mobility and succession plans looking at i) the VP population. In addition, the Board evaluated from a qualitative standpoint accounting for 10% our growth in these sectors and ii) an increase of the mobility with 26% more moves than targeted within refreshment ratio and exceeded with a number of recruited VPs from Cloud & Digital domains aligned to Board considered that the HR transformation objectives have been reached at 112%. evaluate a set of Group top executives and iii) the deployment of a revamped leadership model. The improving gender diversity and boosting mobility, ii) the study made with a top notch company to the deployment across all units of the Strategic Talent Reviews aimed at covering successions plans, The Board approved a rounded weighted performance of 118% as per the table below: Target Proposal Objective type Computed Qualitative Computed Qualitative

IGATE integration

20%

10% 30.1%

12% 18% 10% 10%

New strategic development

20% 10%

Strategic agenda HR transformation

15% 15%

20%

10% 18.2%

Total

50% 50% 68.3% 50% Target 100% Proposed 118%

leading to a V2 calculation of €571,120.

the theoretical compensation and may be summarized as follows: compensation . Total fixed and variable compensation for 2016 is therefore €2,527,855 i.e. 104.5% of 74.1% of his fixed compensation for the same year and 111.1% of the theoretical variable Accordingly, a variable compensation of €1,075,855 was approved by the Board for 2016 , i.e.

2016 Variable compensation calculation for Mr. Paul Hermelin V1: quantitative part based on budgeted financial targets

% of achievement

Indicators

Weight

Weighted

Total Revenue

30% 98.4% 29.5% 30% 95.0% 28.5% 20% 95.1% 19.0% 20% 120.2% 24.0%

Operational Margin % Net results before tax Organic Free cash Flow

Total weighted R/B before flex

101.1% 104.3% 484,000 504,735

Total weighted after 75/125 flex (4*weighted R/B-3)

Variable V1 on target

Computed V1

280

Registration Document 2016 — Capgemini