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

DRAFT BYLAWS UPDATED AS AT MAY 10, 2017 (IN ACCORDANCE WITH THE 14 TH RESOLUTION SUBMITTED TO THE SHAREHOLDERS’ MEETING)

LEGAL FORM ARTICLE 1 -

In order to fulfill its corporate purpose, the Company may decide to: create specialist subsidiaries or acquire interests in the capital of ◗ fee. Management services include the provision of technical, other companies and manage their business in exchange for a marketing, legal and financial assistance, promotion of a in negotiations to help these companies to win new contracts, common image, organization of financial structures, assistance training, research and development support, etc.; invest and manage the Company’s available funds, make cash ◗ of subsidiaries and affiliates; advances, and give any and all guarantees or collateral on behalf processes and sell, contribute or license any such patents and obtain or acquire and use any and all patents and manufacturing ◗ processes. out any and all commercial, industrial, securities, real estate or above purposes or any similar or associated purpose or which are financial transactions related directly or indirectly to any of the likely to facilitate the fulfillment or furtherance of said purposes. In broader terms, the Company’s corporate purpose is to carry Paris, France. The Company’s registered office is at 11 rue de Tilsitt, 75017 Paris or a neighboring county ( département ) (1) pursuant to an The registered office may be transferred to another location in ordinary decision of the Board of Directors, subject to ratification any other location in France or in another Member State of the of this decision by the next Ordinary Shareholders’ Meeting and to Shareholders’ Meeting, subject to the provisions of the Law. European Union pursuant to a decision of an Extraordinary TERM ARTICLE 5 - The Company was set up for a period of ninety-nine years from the extended by decision of the Extraordinary Shareholders’ Meeting. date of its registration. It may be wound up in advance or its term sixty-nine million one hundred forty-nine thousand five hundred forty (1,353,196,640) euros, divided into one hundred (8) euros each. eighty (169,149,580) fully paid-up shares with a par value of eight fifty-three million one hundred ninety-six thousand six hundred The share capital is set at one billion three hundred IDENTIFICATION FORM OF SHARES – SHAREHOLDER ARTICLE 7 - held in either registered or bearer form, at shareholders’ Fully-paid up shares are issued as registered shares but may be discretion, subject to compliance with the Law. the terms and conditions provided by the Law. Shares are recorded in shareholders’ accounts in accordance with Shares are freely transferable. REGISTERED OFFICE - SHARE CAPITAL ARTICLE 6 -

The Company, initially incorporated as a French limited liability Company ( Société Européenne , Societas Europaea ) pursuant to a company ( société anonyme ), was converted to a European 2017. It is governed by applicable European Union law and decision of the Extraordinary Shareholders’ Meeting of May 10, French law provisions (hereinafter referred to collectively as the

“Law”), and these bylaws.

CORPORATE NAME ARTICLE 2 - The Company’s corporate name is “Capgemini”.

corporate name shall always be preceded or followed by the In all deeds and documents issued by the Company, the share capital and the place and registration number with the Trade words société européenne or the initials “SE”, the amount of the and Companies Register. CORPORATE PURPOSE ARTICLE 3 - The Company’s corporate purpose is to assist companies in providing them with the benefit of its knowledge of their industry, France and abroad to manage and develop their businesses by re-engineering, and its expertise in the area of information its know-how in the area of business process engineering and technologies. To fulfill this corporate purpose, the Company carries out on affiliates, one or other of the following activities, on an individual or behalf of customers, either directly or through its subsidiaries or integrated basis: Management consulting 1. Working closely with customers, the Company assists in redirect their strategy, change their product and service lines, transforming companies by helping them to redefine or staff motivation and achieve other changes. To this end, the re-engineer their structures and business processes, restore information technologies wherever appropriate. Company uses all the possibilities offered by the latest Information systems development 2. The Company designs and installs information systems. Its services include the development of customized software, the applications, the integration of systems incorporating installation of market or internally-developed software software packages and other components. The Company hardware, communication systems, customized software, project management, training and assistance services. also supports customers’ IT projects by providing consulting, hardware, telecommunications systems and other equipment. The Company manages all or part of its customers’ IT Company may perform all or part of this service using its own resources on their behalf. Where requested by customers, the to its customers’ own clientele. In addition, it may work in The Company may also manage the IT-based services offered some of these activities. partnership with customers within a structure conducting all or Outsourcing

France is divided into a number of territorial areas for administrative purposes known as départements. (1)

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Registration Document 2016 — Capgemini