Cap Gemini - Registration Document 2016

ADDITIONAL INFORMATION

7.1 Legal information

Provisions of the bylaws governing administrative and management bodies 7.1.17

of office Appointment of directors and duration of terms of three and a maximum of eighteen members, who must be individuals. Directors are appointed by Shareholders’ Meeting for The Company has a Board of Directors comprised of a minimum with the law or these bylaws, shall be appointed or reappointed on a period of four years. Directors, other than directors representing employees or employee shareholders appointed in accordance or three years. purposes of this rolling renewal, the General Shareholders’ Meeting may appoint one or more directors for a term of one, two a rolling basis to ensure the staggered renewal of terms of office in as equal fractions as possible. Exceptionally, and solely for the appointed by Shareholders’ Meeting for a period of four years when, at the end of a fiscal year, the percentage of share capital In addition, a director representing employee shareholders is also held by employees of the Company and companies related to it within the meaning of Article L.225-180 of the French Commercial Code, represents over 3% of the Company‘s share capital. The director representing employee shareholders is elected by bylaws. Ordinary Shareholders’ Meeting from a choice of two candidates nominated in accordance with the provisions of the law and the As part of the employee’s representation on the Board of Directors, pursuant to the provisions of the Rebsamen law of August 17, 2015, the Board of Directors also comprises two most votes at the first round of the elections referred to in Articles L.2122-1 and L.2122-4 of the French Labor Code, one director appointed by the union body which obtained the ◗ organized by the Company and direct or indirect subsidiaries whose registered office is located in France; a second director representing employees appointed by the ◗ European Group Council (known as the International Works Council in Capgemini Group). directors representing employees are not taken into account in The director representing employee shareholders and the directors representing employees, appointed for a four-year term as follows: determining the maximum number of directors pursuant to Article L.225-17 of the French Commercial Code. Age limit for directors Pursuant to Article 11.4) of the bylaws, the number of directors over seventy-five (75) years of age at the end of each Shareholders’ Meeting called to approve the Company financial statements, may not exceed one-third (rounded up to the nearest whole number where appropriate) of the total number of directors in office.

Age limit for the Chairman of the Board of Directors The age limit for the exercise of the duties of Chairman of the Board of Directors is as follow: Chief Executive Officer; and seventy (70) years of age when he/she also holds the position of ◗ seventy-nine (79) years of age when he/she does not hold the position of Chief Executive Officer. Ordinary Shareholders’ Meeting following the Chairman’s birthday. In both cases, the term of office expires at the end of the first Where the functions of Chairman and those of Chief Executive Officer are separated, the functions of Chief Executive Officer expire the day of the first Ordinary Shareholders’ Meeting following his/her seventieth birthday. Minimum investment of directors in the share capital of the Company Pursuant to Article 11.2) of the bylaws, each director must hold at least one thousand (1,000) shares in the Company throughout their term of office. representing employee shareholders and to directors representing employees. This obligation to hold shares is not applicable to directors Majority rules within the Board of Directors Decision are taken in accordance with quorum and majority rules provided by law, except for the decision regarding the two casting vote. possible methods for the Company’s General Management. Where voting is tied, the Chairman of the Company has the between these two possible methods for the Company’s General Management, voting with a two-thirds majority of all directors. individual appointed by the Board of Directors, who holds the title of Chief Executive Officer. The Board of Directors chooses title of Chairman and Chief Executive Officer), or by another The General Management of the Company is assumed by either the Chairman of the Board of Directors (who therefore holds the On April 4, 2012, at the recommendation of the Chairman at the time, Serge Kampf, the Board of Directors decided to regroup the functions of Chairman and Chief Executive Officer and appointed the Chief Executive Officer, Paul Hermelin, to the position of Chairman and Chief Executive Officer (for further details please refer to Chapter 2 of this Registration Document). General Management

7

Charter and Board Special Committees Please refer to Chapter 2 of this Registration Document.

317

Registration Document 2016 — Capgemini