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

6.2 Resolutions presented at the Extraordinary Shareholders’ Meeting

PRESENTATION OF 17 TH AND 18 TH RESOLUTIONS

EMPLOYEE SAVINGS PLANS

OVERVIEW

capital increases of a maximum nominal amount of €48 million reserved for members of employee savings plans of the Company or of the Group. This resolution requires the cancellation of preferential subscription rights. The term provided for in this delegation is eighteen months. The maximum discount authorized compared to the Reference Price (as defined in the resolution) would be 20% (or 30% in the case of a lock-up period in excess of 10 years). The 17 th resolution is intended to allow the Board to carry out mutual fund in some countries. This delegation may only be used in the event of the use of the delegation granted pursuant to the 17 th resolution, with a sub-ceiling of €24 million counting towards the overall €48 million ceiling set forth in the 17 th resolution. As for the 17 th resolution, this resolution also provides for the cancellation of the preferential subscription right and the term provided for in this authorization is eighteen months. The maximum authorized discount would be 20%. The 18 th resolution is intended to allow development of employee share ownership outside France, due to legal or tax difficulties that could make it difficult to implement such plans directly or through a 20 th resolutions adopted by the Shareholders’ Meeting of May 18, 2016. These delegations had been sought solely in anticipation of the launch of the next employee stock ownership plan, in particular in order to obtain the necessary prior approval of the Autorité des marchés financiers based on a valid delegation from the Shareholders’ Meeting. Shareholders are reminded that the Board of Directors did not make use of the delegations granted by the 19 th and Articles L.228-92 paragraph 1, L.228-93 paragraphs 1 and 3 or L.228-94 paragraph 2 of the French Commercial Code granting access, immediately or in the future, at any time or at fixed dates, by subscription, conversion, exchange, redemption, presentation of a warrant or any other means, to the share capital of the Company, reserved for members of one or more employee savings plans (or any other plan for whose members a share capital increase may be reserved on equivalent terms under Articles L.3332-1 et seq. of the French Labor Code or any analogous law or regulation) implemented within a company or a group of French or non-French leveraged schemes; companies within the scope of the consolidated or combined financial statements of the Company pursuant to Article L.3344-1 of the French Labor Code, it being further stipulated that this resolution may be used to implement resolves to set the following limits on authorized share capital 2. increases in the event of use by the Board of Directors of this delegation: the maximum par value amount of immediate and/or future ❚ share capital increases that may be carried out under this delegation is set at €48 million or the equivalent in any other currency or currency unit established by reference to more than one currency,

continue making the Company’s share capital accessible to a large number of employees, in particular through employee stock ownership plans (“ESOP”). As part of the employee incentive policy and in order to align employee interests with those of shareholders and also stabilize the Company’s share capital, the Board of Directors wishes to The next employee stock ownership plan should be implemented after the expiry in September 2017 of the ESOP 2012 and most likely by December 31, 2017. The validity period of the delegations currently in force, and in particular of the delegation granted by the 20 th resolution adopted by the Shareholders’ Meeting of May 18, 2016, does not offer sufficient flexibility to envisage implementation of a new employee savings plan in line with this calendar. For this reason, it is proposed to present this year to the Shareholders’ Meeting the renewal of the two resolutions delegating to the Board of Directors its authority to issue shares or securities granting access to the share capital reserved for employees of the Company in order to implement a new ESOP tranche. A common overall ceiling of €48 million (corresponding to 6 million shares representing approximately 3.5% of the share capital as at December 31, 2016) is proposed for these two delegations. securities granting access to the Company’s share capital, immediately or in the future, to members of Capgemini Group employee savings plans up to a maximum par value amount of €48 million and at a price set in accordance with the provisions of the French Labor Code Delegation of powers to the Board of Directors, for a period of eighteen months, to issue, with cancellation of pre-emptive subscription rights, ordinary shares and/or L.3332-24 of the French Labor Code: having read the Board of Directors’ report and the Statutory Auditors’ special report and in accordance with Articles L.225-129-1, L.225-129-6, L.225-138-1 and L.228-91 et seq. of the French Commercial Code and Articles L.3332-18 to The Shareholders’ Meeting, voting in accordance with quorum and majority rules for Extraordinary Shareholders’ Meetings, delegates to the Board of Directors, with the power of 1. sub-delegation to the extent authorized by law, the powers necessary to increase the share capital, on one or more occasions, in France or abroad, in the proportions and at the times it sees fit, with cancellation of pre-emptive subscription rights, in euros or in any other currency or currency unit established by reference to more than one currency, with or without a share premium, whether for valuable consideration or without consideration, by issuing (i) shares of the Company (excluding preference shares), or (ii) securities governed by SEVENTEENTH RESOLUTION

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Registration Document 2016 — Capgemini