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

conditions: shareholder director are appointed under the following The two candidates nominated for election as an employee 5.2 When the shares held by the employees referred to in a) Article L.225-102 of the French Commercial Code are (French collective employee shareholding vehicle, or held in a fonds commun de placement d’entreprise are convened for the specific purpose of jointly “FCPE”), all of the Supervisory Boards of these FCPEs nominating a candidate for election. At the meeting of these aforementioned Supervisory can cast one vote in favor of the nomination of a given Boards, each member of these Supervisory Boards nominated based on the majority of the votes cast representing employee shareholders. This candidate is present or represented at the meeting, or by either by the members of the Supervisory Boards correspondence. candidate for election to the position of director When the shares are held directly by the employees Commercial Code, these employees nominate a referred to in Article L.225-102 of the French made by the employee shareholders via an electronic candidate. The nomination of the candidate will be shareholder will be entitled to a number of votes equal Under this electronic voting procedure, each employee candidate is nominated based on the majority of the to the number of shares he or she directly holds. The votes cast by the electorate of employee shareholders. In the event that the full amount of the shares held by c) French Commercial Code are held under the the employees referred to in Article L.225-102 of the conditions discussed in this section 5.2, paragraph a), nominated by the Supervisory Boards of the FCPEs in the two candidates referred to in Article 5.1 would be this section 5.2, paragraph a). accordance with the terms and conditions described in paragraph b), will be applicable to the nomination of Reciprocally, the provisions of this section 5.2, event that the full amount of the shares held by the the two candidates referred to in Article 5.1 in the French Commercial Code is held under the conditions employees referred to in Article L.225-102 of the position of employee shareholder director, the Chairman of Prior to the nomination of the two candidates for the 5.3 task, sets the Rules for the Nomination of Candidates the Board of Directors, who can elect to sub-delegate this schedule and the organization of the nomination (hereinafter referred to as the “Rules”), which indicate the and b). procedures provided for under section 5.2, paragraphs a) The Rules will be sent to the members of the Supervisory procedure provided for above under section 5.2, Boards of the FCPEs, within the context of the nomination within the context of the nomination procedure provided paragraph a), and sent to the employee shareholders, that the Chairman of the Board of Directors deems for above under section 5.2, paragraph b), by any means not a requirement, by postings and/or by individual postal adequate and appropriate, including, as an example and mail and/or electronically. voting procedure. described in this section 5.2, paragraph b).

effective date of the meeting of the Supervisory Boards of in section 5.2, paragraph a), and (ii) prior to the beginning the FCPEs within the context of the procedure provided for paragraph b). of the voting period provided for in section 5.2, The Rules must be sent at least two months (i) prior to the elected by the Ordinary Shareholders’ Meeting from The director representing the employee shareholders is 5.4 the provisions of Article 11, section 5.2, paragraphs a) among the two candidates nominated in accordance with and b) of the bylaws, respectively, under the conditions Directors presents the two candidates at the Shareholders’ applicable to the nomination of any director. The Board of its support, as the case may be, for the resolution Meeting by way of two separate resolutions and indicates described above, the one who receives the highest pertaining to the candidate it prefers. Of the candidates represented at the Ordinary Shareholders’ Meeting will be number of the votes of shareholders present or elected as director representing employee shareholders. This director is not taken into account in determining the 5.5 Article L.225-17 of the French Commercial Code. maximum number of directors provided for under the bylaws, the term of office of the director representing Pursuant to the provisions of Article 11, paragraph 3) of 5.6 accordance with the terms of these provisions. However, employee shareholders is set at four years and expires in of a company or economic interest group related to it Commercial Code). The renewal of the term of office of the within the meaning of Article L.225-180 of the French under the conditions provided for in this paragraph 5) of director representing employee shareholders is carried out Article 11 of the bylaws. no longer holds the status of employee of the Company (or having resigned automatically in the event that he or she hold for the duration of his or her term of office, do not pertaining to the number of shares that each director must apply to this employee shareholder director. However, the The provisions of Article 11, paragraph 2) of the bylaws, representing the employee shareholders is considered as his or her term of office will end ipso jure and the director representing at least one share of the Company. of the Company or a number of shares of the FCPE of the date upon which he or she no longer holds a share director is considered as having resigned automatically as In the event that the position of director representing 5.7 whatsoever, the nomination of the candidates to replace employee shareholders becomes vacant for any reason conditions provided for in this Article 11, paragraph 5) of the previous director will be carried out under the Shareholders’ Meeting held or, in the event such meeting the bylaws, at the latest prior to the next Ordinary vacant, prior to the following Ordinary Shareholders’ is held less than four months after the position became either individually, or via a Fonds Commun de Placement director representing employee shareholders must hold, Monetary and Financial Code, at least one share of the d’Entreprise governed by Article L.214-40 of the French to at least one share of the Company. Failing this, such Company, or a number of shares of the FCPE equivalent Shareholders’ Meeting for a new four-year period. Meeting. This director will be elected by the Ordinary

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Registration Document 2016 — Capgemini