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

6.2 Resolutions presented at the Extraordinary Shareholders’ Meeting

Preconditions to conversion

involvement of Company employees in the SE and those set out in Article L.2353-28 of the same code will apply in relation to employee participation on the Board of Directors. The registration of the Company as an SE, which will officially record its conversion, can only take place following completion of the employee involvement procedure. For more detailed information, please refer to the draft terms of conversion of Cap Gemini to a European company of December 7, 2016, available on the Company’s website (www.capgemini.com). In addition, you will hear the report of the conversion auditor, Mr. Dedouit, appointed by the Presiding Judge of the Paris Commercial Court. Your Board confirms that it considers the conversion of the Company to an SE to be in the interests of the Company and the Group for the reasons provided and invites you to adopt the following resolutions presented for your approval. instead of “Cap Gemini”. The 12 th resolution aims at modifying the Company’s corporate name. The conversion is the opportunity to propose to align the corporate name of the Company with the name of the Group. The name of the Company would therefore become “Capgemini” The 13 th resolution aims at approval of the conversion of the corporate form of the Company through adoption of the European company statute and the draft terms of conversion, while the 14 th resolution proposes to adopt amended bylaws suitable with the new European company statute.

Légales Obligatoires (BALO) on December 14, 2016. The draft terms of conversion prepared by your Board of Directors were filed with the Office of the Clerk of the Paris Commercial Court, within whose jurisdiction the Company is registered, and a notice was published in a legal gazette of mandatory announcements and the Bulletin des Annonces The conversion of Cap Gemini SA to an SE is subject to the approval of the Shareholders’ General Meeting. It has been subject to consultation of the holders of outstanding bonds. In addition, conversion requires the completion of the procedure concerning employee involvement, as set out in Articles L.2351-1 et seq. of the French Labor Code ( Code du travail ). Accordingly, and in accordance with the provisions of the SE Directive, a Special Negotiating Body (SNB) was formed, comprising representatives of employees of the Company and its European subsidiaries and entities, and charged with negotiating the involvement of employees of the Company and its European subsidiaries and entities in the future SE. Negotiations will take place during a maximum period of six months, renewable once, and could lead to: the signature of a special purpose agreement on the ◗ involvement of employees in the SE; failure to reach an agreement, in which case the subsidiary ◗ provisions set out in the SE Directive and Articles L.2353-1 et seq . of the French Labor Code will apply to organize the

TWELFTH RESOLUTION

6

Former wording of Article 2 of the bylaws: “The Company’s name is “CAP GEMINI”. New wording of Article 2 of the bylaws: “The Company’s name is ‟ Capgemini””.

Change in the Company’s corporate name The Shareholders’ Meeting, voting in accordance with quorum and majority rules for Extraordinary Shareholders’ Meetings, having read the Board of Directors’ report, decides to change, with immediate effect, the corporate name of the Company to ‟ Capgemini” and thereby amend Article 2 of the bylaws accordingly:

THIRTEENTH RESOLUTION

Approval of the conversion of the corporate form of the Company through adoption of the European company statute and the draft terms of conversion The Shareholders’ Meeting, voting in accordance with quorum and majority rules for Extraordinary Shareholders’ Meetings, having examined: the report of the Board of Directors; ◗ the draft terms of the Company’s conversion into a European ◗ company prepared by the Board of Directors, dated December 7, 2016 and filed with the clerk of the Paris Commercial Court ( greffe du Tribunal de commerce de Paris ) on December 9, 2016, which explain and substantiate the legal and business aspects of the Company’s conversion into a European company and which indicate its consequences for the shareholders, the employees and the creditors of the Company (the “ Draft Terms of Conversion ”); the report of Mr. Jean-Jacques Dedouit, the auditor appointed by order of the President of the Paris Commercial Court

( Président du Tribunal de commerce de Paris ) on December 14, 2016 in the context of the conversion; After having duly noted that: company; the Company meets the conditions required by the provisions of Council Regulation EC no. 2157/2001 of October 8, 2001 on the statute for a European company, and in particular those specified in Articles 2§4 and 37 of the said Regulation, as well as of Article L.225-245-1 of the French Commercial Code relating to the conversion of French société anonyme into an European the conversion into a European company shall not result in either ◗ the winding-up of the Company or in the creation of a new legal entity; following the conversion, the Company’s corporate name shall ◗ be followed by the words société européenne or the initials “SE”; the Company’s term, its corporate purpose and registered office shall not undergo any change;

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Registration Document 2016 — Capgemini