Capgemini : FY 2020 results Report

March 30, 2021 at 04:03 am EDT

UNIVERSAL

REGISTRATION DOCUMENT 2020 ANNUAL FINANCIAL REPORT

Contents

A Leader for Leaders 2

Presentation of the Group and

its activities 5

1.1 Capgemini group fundamentals � � � � � � � � � � � 6
1.2 Unique assets in a constantly
changing market � � � � � � � � � � � � � � � � � � � � � � � � �12
1.3 A strategy to support long‑term growth � �15
1.4 An agile business organization� � � � � � � � � � � �19
1.5 Solid performance in 2020 � � � � � � � � � � � � � � � �23

Corporate Governance

AFR

2.1 Company management and administration � � � � � � � � � � � � � � � � � � � � � � � � � � �31
AFR
2.2 Organization and activities of the Board of Directors� � � � � � � � � � � � � � � � � � � �68
AFR
2.3 Compensation of corporate oﬃcers� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �81

Risks and internal control

AFR

3.1 Internal control and risk

119

management systems � � � � � � � � � � � � � � � � � � 120

AFR AFR

3.2 Risk analysis � � � � � � � � � � � � � � � � � � � � � � � � � � � � 126

3.3 Insurance� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 138

Our commitment as a responsible leader

AFR

4.1 Corporate, social, and environmental

141

policies and results � � � � � � � � � � � � � � � � � � � � � 143

AFR AFR AFR

4.2 Ethics & Compliance � � � � � � � � � � � � � � � � � � � � 186

4.3 Duty of care � � � � � � � � � � � � � � � � � � � � � � � � � � � � 192

4.4 Methodology and scope for

non‑ﬁnancial information � � � � � � � � � � � � � � 195

4.5

External Report on the Déclaration de performance extra‑ﬁnancière�� 205

Financial information

AFR

5.1 Analysis of Capgemini group
consolidated results � � � � � � � � � � � � � � � � � � � � 210
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5.2 Consolidated accounts � � � � � � � � � � � � � � � � � 219
5.3 Comments on the Capgemini SE
ﬁnancial statements� � � � � � � � � � � � � � � � � � � � 286
AFR
5.4 2020 ﬁnancial statements � � � � � � � � � � � � � � 289
5.5 Other Financial and accounting
information � � � � � � � � � � � � � � � � � � � � � � � � � � � � 319

AFR AFR

Capgemini and its shareholders

6.1 Capgemini share capital � � � � � � � � � � � � � � � � 322

6.2 Capgemini and the stock market� � � � � � � � 327

6.3 Current share ownership and

voting rights � � � � � � � � � � � � � � � � � � � � � � � � � � � 330

AFR

6.4 Share buyback program � � � � � � � � � � � � � � � � 331

6.5 Communication with shareholders � � � � � 333

Report of the Board of Directors and draft resolutions to be presented at the Combined Shareholders' Meetingof May 20, 2021

7.1 Resolutions presented at theOrdinary Shareholders' Meeting� � � � � � � � 336
7.2 Resolutions presented at the
Extraordinary Shareholders' Meeting� � � 346
7.3 Supplementary report of the Board of Directors on the issuance of shares
under the Capgemini group "ESOP 2020"
employee shareholding plan� � � � � � � � � � � � 355

7.4 Statutory auditors' special reports� � � � � � 359

Additional information

AFR

8.1 Legal information � � � � � � � � � � � � � � � � � � � � � � 364

8.2 Historical Financial Information
for 2018 and 2019 � � � � � � � � � � � � � � � � � � � � � � 367
8.3 Persons responsible for
the information � � � � � � � � � � � � � � � � � � � � � � � � 368

Cross-Reference Table

9.1 Information required under
Commission Regulation (EC)no� 2017‑1129� � � � � � � � � � � � � � � � � � � � � � � � � � � 370
9.2 Cross‑Reference Table for
the Annual Financial Report � � � � � � � � � � � � 372
9.3 Cross‑Reference Table for
the Management Report � � � � � � � � � � � � � � � 373

The information from the Annual Financial Report is clearly identiﬁed in the table of contents by the AFR symbol AFR

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369

2020

Universal Registration Document

Annual Financial Report

With 270,000 women and men in nearly 50 countries, Capgemini is a responsible and multicultural global leader. Its purpose: unleashing human energy through technology for an inclusive and sustainable future.

As a strategic partner to companies, Capgemini has harnessed the power of technology to enable business transformation for more than 50 years. The Group addresses the entire breadth of business needs, from strategy and design to managing operations. To do this, it relies on deep industry expertise and its command of fast‑evolving ﬁelds such as cloud, data, artiﬁcial intelligence, connectivity, software, digital engineering and platforms.

In 2020, Capgemini reported global revenues of €16 billion.

The French version of this Universal Registration Document (Document d'enregistrement universel ) was ﬁlled with the Autorité des marchés ﬁnanciers (AMF - the French Financial Market Authority) on March 26, 2021, as the competent authority under Regulation (EU) 2017-1129, without prior approval in accordance with Article 9 of this Regulation. The Universal Registration Document may be used when securities are oﬀered to the public or admitted to trading on a regulated market, if supplemented by a securities note and, where applicable, a summary and all amendments made to the Universal Registration Document. The resulting documents are approved as a whole by the AMF in accordance with Regulation (EU) 2017-129.

A Leader for Leaders

2020 UNIVERSAL REGISTRATION DOCUMENT

A Leader for Leaders

1.1

Capgemini group fundamentals

1.1.1 Group history . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.1.2 Seven values, the foundation of our culture at the heart of what we do . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
1.1.3 The Group business lines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
1.1.4 An agile and innovative oﬀer portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
1.1.5 Enhanced sectoral expertise . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
1.1.6 Recognized achievements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

1.2

Unique assets in a constantly changing market

1.2.1 A dynamic global services market . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
1.2.2 Market trends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
1.2.3 A demanding competitive environment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
1.2.4 Ecosystem of partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
1.2.5 We continually communicate with our stakeholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

1.3

A strategy to support long‑term growth

1.3.1 Value creation drivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
1.3.2 An adapted investment policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
1.3.3 Financing policy and ﬁnancial rating . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

1.4

An agile business organization

1.4.1 The main subsidiaries and a simpliﬁed Group organizational chart . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
1.4.2 A client-focused organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
1.4.3 Innovation at the heart of our organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

1.5

Solid performance in 2020

1.5.1 Major contracts won in 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
1.5.2 Recognized publications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
1.5.3 Consolidated ﬁnancial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
1.5.4 Non-ﬁnancial achievements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

1.1 Capgemini group fundamentals

1.1.1 Group history

From 1967 to today, the milestones of a world leader

Founded in 1967 by Mr. Serge Kampf in Grenoble, the Group has developed around principles which continue to guide us today: an entrepreneurial spirit, followed by a passion for clients, an obsession with getting the best from people, extremely high performance expectations, and a commitment to being ethically irreproachable at all times.

1967-1974 | The rise of an entrepreneurial spirit

Now, led by Aiman Ezzat and chaired by Paul hermelin, Capgemini has 270,000 employees, including more than 125,000 in India, and it operates in nearly 50 countries. As in 1967, Capgemini still has the same passion: helping businesses to be more eﬃcient, innovative, and agile through technology.

1967 Mr. Serge Kampf founds Sogeti, an IT services company, in Grenoble.
1970 The visionary Sogeti is the ﬁrst IT services company in Europe to oﬀer organizational Consulting Services.
1974 The ﬁrst acquisitions with the purchase of two competitors: CAP (France) and Gemini Computer Systems (USA).

1975-1989 | Expansion

1975 Sogeti becomes Cap Gemini Sogeti, the European leader in IT services, with 2,000 employees.
1976 SESA, the French IT services company specializing in system integration (which will join the Group in 1987), develops TRANSPAC, the ﬁrst public European data transmission network.
1978 Cap Gemini Sogeti launches on the US market and creates Cap Gemini Inc. in Washington.
1985 Cap Gemini Sogeti is listed on the Paris Stock Market: the share price surges +25% in just 5 days.
1987 Acquisition of SESA, the French IT services company. Cap Gemini Sogeti had already held a 42% stake in the Company since 1982.

1990-1997 | Pursuing leadership

1990 Cap Gemini Sogeti acquires the UK company hoskyns, the European leader in managed services. Just two years later,
1992 Cap Gemini Sogeti becomes the European leader in its sector following successive acquisitions of the Dutch company Volmac - recognized at the time as the most proﬁtable IT services company in Europe - and Programmator, one of the largest IT services companies in Sweden.
1996 Name change to Cap Gemini - removing the Company's original name (Sogeti).

1998-2001 | Emergence of a global champion

1998 Multinational contract signed with General Motors to develop new client/server systems in 42 countries.
2000 Cap Gemini acquires the consulting arm of Ernst & Young, with integration proving more diﬃcult than expected. The Group opens its ﬁrst oﬀshore delivery center in Mumbai, India. Cap Gemini now has over 50,000 employees.

2002-2009 | New horizons

2002 Mr. Paul hermelin, who had worked alongside Mr. Serge Kampf since 1993, becomes Group CEO. The Sogeti name returns with the creation of a subsidiary specializing in local IT services.
2003 The Group signs one of the largest outsourcing contracts in its history with the UK's Inland Revenue.
2007 The Group closes another key acquisition with Kanbay International. This US IT services company specializing in Financial Services has a signiﬁcant presence in India (7,000 employees). The Group now has 12,000 employees in India.
2007 also marks Capgemini's commitment to rugby, by becoming the oﬃcial sponsor of the World Cup in France.

Since 2010 | An industry leader

2010 Capgemini, now operating in 30 countries, launches in South America with the acquisition of CPM Braxis, the Brazilian IT services company. The Group now has over 100,000 employees worldwide.
2012 45 years after creating the Group, Mr. Serge Kampf stands down as Capgemini Chairman and passes the torch to Mr. Paul hermelin, who becomes the Group's Chairman and Chief Executive Oﬃcer.
2015 Capgemini acquires the US company IGATE and signiﬁcantly reinforces its presence in the US and India.
2016 Mr. Serge Kampf passes away at the age of 81 in Grenoble, where he had created Capgemini 49 years previously.

2017 Capgemini launches its new brand identity on its 50-year anniversary.
The Group reinforces the ﬂagship Digital and Cloud businesses with the targeted acquisitions of Itelios, TCube Solutions, Idean and Lyons Consulting Group.
2018 Capgemini creates Capgemini Invent, a new line of global services dedicated to digital innovation, consulting and transformation.
The Group becomes the Global Innovation Partner of the men's and women's hSBC World Rugby Sevens Series.
2019 Capgemini acquires Leidos Cyber and strengthens its cybersecurity services and solutions.
Capgemini signs a contract worth over €1bn with the Bayer AG Group, to transform its IT landscape and accelerate the digital transformation of its organization.
2020 Aiman Ezzat succeeds Paul hermelin as the Chief Executive Oﬃcer of Capgemini. Paul hermelin retains the Chairmanship of the Board of Directors.
Capgemini unveils its purpose: unleashing human energy through technology for an inclusive and sustainable future. Developed with all of its stakeholders, the purpose is now one of the cornerstones of the Group.
The year also marked the ﬁnalization of the Altran acquisition. With the acquisition, Capgemini becomes the leader in the rapidly growing Intelligent Industry market, launching three new sets of oﬀers.
In response to the pandemic, Capgemini takes action to protect the health and Safety of its employees, while staying committed to its partners and customers. The Group mobilized its teams around the world to launch community initiatives, supervised by the newly created Social Response Unit.
In July 2020, we announced our commitment to making all our operations carbon neutral by 2025 at the latest and achieving "zero net emissions" by 2030. This commitment is founded on a series of new carbon footprint reduction objectives approved by the Science Based Targets initiative as being consistent with the level of reduction needed to limit global warming to 1.5°C. Capgemini is now a signatory of the RE100 and determined to source 100% renewable energy by 2025.

1.1.2 Seven values, the foundation of our culture at the heart of what we do

Since the creation of the Group in 1967 by Serge Kampf, culture and business practices have been inspired and guided by our seven core values. These are the guiding principles that we collectively and individually stand for and are at the heart of our approach as an ethical and responsible business.

Honesty signiﬁes loyalty, integrity, uprightness, a complete refusal to use any underhanded method to help win business or gain any kind of advantage. Neither growth nor proﬁt nor independence have any real worth unless they are won through complete honesty and probity. And everyone in the Group knows that any lack of openness and integrity in our business dealings will be penalized at once.

Boldness, which implies a ﬂair for entrepreneurship and a desire to take considered risks and show commitment (naturally linked to a ﬁrm determination to uphold one's commitments). This is the very soul of competitiveness: ﬁrmness in making decisions or in forcing their implementation, an acceptance periodically to challenge one's orientations and the status quo.

Trust, meaning the willingness to empower both individuals and teams; to have decisions made as close as possible to the point where they will be put into practice. Trust also means giving priority, within the Company, to real openness toward other people and the widest possible sharing of ideas and information.

Fun means feeling good about being part of the Company or one's team, feeling proud of what one does, feeling a sense of accomplishment in the search for better quality and greater eﬃciency, feeling part of a challenging project.

Freedom, which means independence in thought, judgment and deeds, and entrepreneurial spirit, creativity. It also means tolerance, respect for others, for diﬀerent cultures and customs: an essential quality in an international Group.

Modesty, that is simplicity, the very opposite of affectation, pretension, pomposity, arrogance and boastfulness. Simplicity is about being discreet, showing natural modesty, common sense, being attentive to others and taking the trouble to be understood by them. It is about being frank in work relationships, having a relaxed attitude, having a sense of humor.

Team spirit, meaning solidarity, friendship, ﬁdelity, generosity, fairness in sharing the benefits of collective work; accepting responsibilities and an instinctive willingness to support common eﬀorts when the storm is raging.

Driven by its Values, the Group continues to forge trusted, long-term business relationships to lead the way into an ethical future.

1.1.3 The Group business lines

- Strategy & Transformation

With Capgemini Invent, Capgemini builds on its expertise in the strategy, technology, data science, and creative design fields to support clients within the digital economy. These consulting activities in strategy, innovation, and transformation support are reinforced by the know-how of frog and Cambridge Consultants, entities of Altran.

- Applications & Technology

Capgemini helps clients to develop, modernize, extend, and secure their IT and digital environment, using the latest technologies. Our teams design and develop technological solutions and help our clients to optimize and maintain their applications for agile operations. Through its subsidiary Sogeti, part of Capgemini, the Group provides a local technology services model, working closely with our clients' teams.

- Engineering

Capgemini's Engineering and R&D activities, strengthened by the acquisition of Altran, foster synergies between the digital and the engineering worlds to help our clients, whatever their sector of activity, build intelligent products, operations, and services at scale. Capgemini harnesses the power of data, connectivity, and software to pioneer Intelligent Industry.

- Operations

This category includes the Group's Business Services (including Business Process Outsourcing and transactional services) as well as installation and maintenance services for our clients' IT infrastructures in data centers or in the cloud. These services oﬀer our clients greater eﬃciency, and operational and technological excellence.

1.1.4 An agile and innovative oﬀer portfolio

The needs of our clients are constantly evolving, so Capgemini never stops adapting and transforming our portfolio of oﬀers to ensure it is ready to tackle every new challenge our clients face. The sustained pace of innovation has encouraged Capgemini to implement an agile and innovative management of its oﬀer portfolio, to continually anticipate market developments, at scale. For example, cloud and digital oﬀers represented more than 65% of the Group's activity in 2020. The Group has therefore chosen to accelerate its development in seven priority markets by oﬀering innovative and high value-added services.

- The ADMnext oﬀer allows us to supervise, manage (thanks to a smart automated platform), and transform our clients' application environments. We provide agile transformation of applications, processes, and delivery methods for our clients, adapted to their digital strategy and aligned with their business issues. Our oﬀer is a real driver of growth.
- Our Artiﬁcial Intelligence oﬀer, named Perform AI, is a complete portfolio of artiﬁcial intelligence (AI) strategic and operational services that helps clients activate data and operationalize trusted AI at scale for business transformation and innovation. Perform AI oﬀers a uniﬁed framework to move AI beyond pilots and proofs of concept to deployments at scale. Thanks to our abilities to design, build, deliver and run data and AI solutions at scale, organizations can use data, analytics, intelligent automation, and AI to transform themselves, across every dimension of their business, ethically and sustainably.
- The Cloud oﬀer is a comprehensive portfolio of services that delivers a cloud-ﬁrst way of working for companies. It aims to simplify adoption of a cloud-ﬁrst strategy to replace or supplement IT systems already in place. It also allows clients to develop innovative services directly in the cloud. Capgemini's cloud services simplify, secure, and accelerate the end-to-end cloud transformation journeys of our clients, focusing on their business objectives. Capgemini is the only partner that can deliver on the full spectrum of cloud transformation requirements, every step of the way, in any industry, anywhere in the world.

- The Customer Experience (CX) oﬀer allows our clients to create experiences that provide rapid and sustainable value, both for their end customer and their own company. We reach this balance by implementing service oﬀers that allow us to reimagine customer journeys and activate technological platforms for marketing, sales, customer services, and e-commerce functions. We orchestrate experience design, transformation consulting, marketing execution, architecture, and technology integration capabilities, and activate data available within the Company, its ecosystem, or the customer's ecosystem to provide a very high level of personalization for every interaction between the customer and the brand.
- The Cybersecurity oﬀer provides Group clients with a complete portfolio of specialized services in consulting, protection, and surveillance, aiming to secure both traditional computing and the cloud. It helps clients improve their cybersecurity stance - whether launching a product, adopting new IT capabilities such as IoT devices, starting a new division, or expanding through acquisition. We build trust - transforming security into a source of strength and competitive advantage.
- Digital Core with SAP S/4 hANA© is our service oﬀer to help clients migrate their existing SAP landscapes, however complex, to the latest modern, simpliﬁed, technology-charged SAP landscape. This move allows clients to unleash the power of new digital technologies to evolve their businesses and processes. In particular, it enables the real-time management and analysis of vast data volumes and uses AI, integrated analysis, the DevOps model, cloud architecture, application programming interface, and microservices. We help clients to envision and secure a systemic business transformation enabled by SAP S/4 hANA through the whole value chain, to boost both competitiveness and proﬁtability, and to simplify the overall IT/IS landscape.

- The Digital Manufacturing oﬀer proposes a complete portfolio of technology and Consulting Services to accelerate and secure convergence between our clients' physical and digital worlds. Capgemini's expertise in this ﬁeld extends from product lifecycle management, which ensures digital continuity throughout the product lifecycle, through to Smart Factory, allowing companies to reach new levels of performance. We oﬀer cutting-edge services to transition from responsive management to proactive management, such as predictive maintenance, which analyzes industrial process data in real-time. The Internet of Things and artiﬁcial intelligence platforms are at the heart of this transformation 4.0.

1.1.5 Enhanced sectoral expertise

The Group cultivates expertise across seven major sector groupings. With the integration of Altran, Capgemini has strengthened its expertise and organization in order to better meet the needs of its clients.

- Consumer Goods & Retail

Consumers are commanding the spotlight; they want to engage with brands in increasingly personalized, intelligent, and digital ways. Capgemini guides clients through the rapidly changing business and technology environment, identifying ways in which many of the world's biggest consumer and retail brands can transform their business. The Group works with consumer products and retail clients to create a transformative digital vision and roadmap for their business.

- Energy & Utilities

Energy and utilities companies are facing an unprecedented level of change as these industries embark upon the energy transition. New players have entered the market creating new, more eﬀective business models to explore the opportunities that sustainable energy sources and new technology have brought to business. Our industry-wide perspective is built to guide energy and utilities companies as they master these market shifts and technology-triggered trends. The Group works with clients to take bold steps towards succeeding in a customer-driven, technology-enabled landscape. - Financial Services (Banking, Capital Markets & Insurance)

Capgemini steers the digital and operational transformation of leading ﬁnancial institutions. Focusing on open enterprises, data compliance, deep customer experience, and automation, Capgemini helps create scalable and flexible systems for our clients. We leverage the full breadth of Capgemini's expertise to create end-to-end solutions and invent, build and run the intelligent technologies speciﬁc to this sector's challenges. Using AI in particular, our solutions also help clients manage risks, ensure compliance with prevailing regulations and capitalize on the full potential of FinTechs.

- Manufacturing & Life Sciences

With proﬁtable growth at the top of the agenda, manufacturing companies (e.g. automotive, aero and defense) are striving to innovate faster, get closer to customers, and achieve a step change in operational eﬃciency. Clients expect end-to-end capabilities for a holistic transformation journey and the ability to make their operations more intelligent by leveraging the power of data. Capgemini's extensive view of these industries combined with our diverse, knowledgeable teams, enables us to respond to client needs by building industry-speciﬁc, client-proven solutions that activate business growth platforms.

A set of New Strategic Offers (NSOs) is taken to market by Capgemini Invent, the Group's digital, innovation, consulting, and transformation Global Business Line. Our NSOs help CxOs in our clients' organizations address the challenges and opportunities posed by unprecedented levels of digital disruption. They provide a business innovation and transformation dimension, and leverage the technology solutions and oﬀers associated with each of the Group's strategic priorities. For example, our Inventive Banking and Inventive Insurer oﬀerings in Financial Services are an integral part of the Customer Experience priority oﬀer. These propositions enable banks and insurers to develop and launch new products, services, and business models that respond to rapidly changing customer expectations. We also coordinate the transformation required to operate these at scale, resulting in high levels of customer satisfaction, new revenue streams, and proﬁtable growth.

Life sciences is one of Capgemini's fastest-growing sectors. We work with leading brands in pharmaceuticals, medical device, and consumer healthcare companies across the world to help clients transform their business and create more enriching experiences for their customers and patients. By aligning the expertise of its life science specialists, data scientists, and data engineers, Capgemini brings the power of data and artiﬁcial intelligence at scale to our life sciences clients.

- Public Sector

The rapid pace of technological change and disruption deeply inﬂuences how governments, public workers, and administrations provide services to citizens around the world. From the back office to the front office delivering government services to citizens, Capgemini has extensive experience working with public organizations, agencies, and federal, regional and local levels to envision and implement proven solutions that both modernize and enable levels of eﬃciency and ﬂexibility. Whether through the digitization of the citizen experience through smart cities and smart regions, or the implementation of e-government innovation, Capgemini provides services and solutions to help clients transform through modernization of systems and processes that improve how governments and public agencies around the world operate and serve.

- Telecommunications, Media & Technology

Capgemini is bringing innovation, creativity, and the domain expertise of our people to solve our telecom clients' most pressing challenges. We provide end-to-end service across strategy, implementation and operations - all united by our market-leading technology, engineering, and data science capabilities.

The rapidly changing demands of a new generation of end-consumers are driving unprecedented disruption as companies strive to ﬁnd ways of delivering immersive consumer experiences while they adapt to innovative and emerging technology platforms. From the growing importance of 5G for telecoms, to the evolving content consumption and distribution models for media and entertainment clients, to the speed of technological change for all players, Capgemini partners with clients to address the fast-moving challenges they are facing in these industries.

- Services

The services industry is changing at an exponential pace as landmark shifts in technology are enabling more personalized and eﬃcient customer interactions. For the hospitality industry to travel and transport, engineering and construction, and professional services in general, Capgemini builds a global approach with clients to accompany the digital transformation of their model and propose services that better reﬂect the expectations of their end-customers.

1.1.6 Recognized achievements

Once again, Capgemini received numerous awards in 2020 from our technology partners, and recognition from analysts and independent bodies.

Partner Awards

Most Customer Obsessed Mission Based Win, from Amazon Web Services

Capgemini won the 2020 Amazon Web Services (AWS) Public Sector Partners Award for the Most Customer Obsessed Mission Based Win. The Group was recognized for its ability to lean into innovation and customer obsession to deliver excellent results, especially given the Covid-19 situation. Winners of the 2020 AWS Public Sector Partners Awards were selected based on the innovative solutions they oﬀered public sector customers, their engagement with the AWS Partner Network, and their capacity to deliver results in a customer-obsessed way.

Leader in SAP S/4 HANA® application services

Gartner named Capgemini a leader in its report "Magic Quadrant for SAP S/4 hANA Application Services, Worldwide", for completeness of vision and ability to execute. The Gartner Magic Quadrant evaluated 21 service providers for their SAP S/4 hANA application solutions. The award recognized Capgemini's extensive experience in providing SAP S/4 hANA solutions to its clients, across multiple industries, geographies, deployment approaches, and modules.

Leader in Managed Workplace Services

At a time when remote working is becoming so critical to business continuity because of Covid-19, Capgemini was named a leader by Gartner in its 2020 report on digital workplace services, entitled, "Magic Quadrant for Managed Workplace Services, Europe". Capgemini was recognized for its ability to provide service solutions skillfully, such as the delivery of SAP solutions on Microsoft Azure for its clients - an achievement for which it was awarded the 2019 Microsoft SAP on Azure Partner of the Year.

Adobe's Platinum Partner

Capgemini was made an Adobe Platinum Partner in 2020. As a newly elevated Platinum Partner in the Adobe Solution Partner Program, Capgemini will work with Adobe and organizations around the world to combine the best of strategy, technology, marketing, and support to drive game-changing solutions for its clients.

2020 APAC Transformation Partner of the Year, from ServiceNow

Capgemini was awarded the 2020 ServiceNow APAC Transformation Partner of the Year based on its collaboration with the Australian steel producer BlueScope, for delivering transformation and innovation in business, technology, and customer success. A certiﬁed ServiceNow Global Alliance Partner since 2009, Capgemini is currently a ServiceNow Elite Partner.

Global Practice Development Partner of the Year, according to Salesforce's MuleSoft

Capgemini was awarded the Global Practice Development Partner of the Year award by MuleSoft, a software company owned by Salesforce, in addition to the MuleSoft EMEA Practice Development Partner of the Year 2020 award and the MuleSoft JAPAC Practice Development Partner of the Year 2020 award. The Practice Development Partner awards recognize partners with the highest level of development, measured in total certiﬁcations, and annual growth in certiﬁcations.

Winner of two Pega Partner Excellence Awards, from Pegasystems

Capgemini received awards from Pegasystems Inc. for the ninth consecutive year - a proof of the continued growth in business value provided to joint clients by the two companies thanks to their long-standing partnership. This year, the Group received two awards: the Excellence in Growth and Delivery award for its commitment to driving growth and developing diﬀerentiated go-to-market solutions for speciﬁc industries, and the Excellence in digital transformation award for its leadership and expertise in developing and delivering marketing solutions, built upon the Pega Platform™, for one-to-one customer engagement.

Market analysts' awards

Capgemini extended its streak as a leader in several assessments and reinforced its position in others, according to reports published by market analysts in 2020.

Leader in the Gartner Magic Quadrant for CX and CRM

Gartner named Capgemini a leader in its 2020 Magic Quadrant for CRM and Customer Experience Implementation Services, for completeness of vision and ability to execute. The Gartner Magic Quadrant evaluated 16 service providers for a broad range of services across a variety of Customer Relationship Management and customer experience needs.

Find the press release here:https://www.capgemini.com/news/ leader-gartner-mq-cx-crm/

Leader in the Gartner Magic Quadrant for Data and Analytics Service Providers

Capgemini was named a leader in Gartner's 2020 Magic Quadrant for Data and Analytics Service Providers, for completeness of vision and ability to execute. The Gartner Magic Quadrant evaluated 20 service providers for their data and analytics oﬀerings and positioned Capgemini as a leader for the fourth consecutive time.

Find the press release here:https://www.capgemini.com/news/ leader-2020-gartner-mq-data/

Leader in the Gartner Magic Quadrant for IT Services for Communications Service Providers

Capgemini was named a leader in Gartner's 2020 Magic Quadrant for IT Services for Communications Service Providers, for completeness of vision and ability to execute. The Gartner Magic Quadrant evaluated 12 service providers for a broad range of IT services for communications service providers worldwide. The ranking helps communications service providers identify and evaluate suppliers to meet their IT services needs, including both digital business transformation and traditional telecom IT services.

Find the press release here:https://www.capgemini.com/resources/ gartner-2020-magic-quadrant-for-it-services-for-csps-worldwide/

Leader in the Gartner 2020 Magic Quadrant for Public Cloud Infrastructure

Capgemini was also positioned as a leader in Gartner's 2020 Magic Quadrant for Public Cloud Infrastructure Professional and Managed Services, Worldwide. Capgemini improved its position on the "completeness of vision" and "ability to execute" axes, reﬂecting its continued commitment and global investment in cloud capabilities. The Gartner Magic Quadrant evaluated 20 service providers for a broad range of cloud infrastructure services.

Find the press release here:https://www.capgemini.com/news/ gartners-mq-2020-public-cloud/

Leader in Engineering, Research and Development services according to Zinnov

Capgemini was positioned in the "Leadership Zone" for its engineering, research and development (ER&D) services by Zinnov, a leading global management and strategy consulting firm. Capgemini was recognized for its domain specialization, service maturity, innovation, client spread, and scalability. The Zinnov Zones for ER&D Services 2020 report provided a comprehensive view of the global ER&D market, and the impact of Covid-19 on their spending across several vertical markets.

Find the press release here:https://www.capgemini.com/news/ capgemini-positioned-as-a-global-leader-by-zinnov-for-its-engin eering-research-and-development-erd-and-internet-of-things-i ot-services/

Leader in Multicloud Managed Services Providers, according to Forrester

Capgemini was named a leader in the "The Forrester Wave™: Multicloud Managed Services Providers, Q4 2020" report. The report identiﬁed Capgemini as a leading vendor for enterprises looking for expertise in migration and modernization, and recognized the Group's strength in application design and development, overall technical expertise, and proactive recommendations for optimization. Capgemini's highest scores in the report were in the areas of current oﬀering, strategy, and market presence.

Find the press release here:https://www.capgemini.com/resources/ forrester-names-capgemini-a-leader-in-their-wave-report-on-multicloud-managed-services-providers/

Leader in multiple IDC MarketScape Assessments for Business Consulting

Capgemini Invent was named a leader in three IDC MarketScape 2020 Vendor Assessments: Worldwide Business Consulting Services, Americas Business Consulting Services, and EMEA Business Consulting Services. Capgemini was also recognized as a Major Player in the IDC MarketScape: Worldwide Analysis of Asia/ Paciﬁc Business Consulting Services 2020 Vendor Assessment. IDC MarketScape highlighted Capgemini's regional strengths: helping clients integrate appropriate technologies in the Americas, improving clients' commercial performance in EMEA, and maximizing the value of its projects to all stakeholders in Asia Paciﬁc.

Find the press release here:https://www.capgemini.com/news/ leader-multiple-idc-marketscape/

Leader in IDC's MarketScape Worldwide Business Analytics Consulting and Systems Integration Services

Capgemini was named a leader in the IDC MarketScape 2020 Vendor Assessment for Worldwide Business Analytics Consulting and Systems Integration Services. Capgemini was recognized for its end-to-end business analytics services capabilities and its expertise in helping clients infuse data, platforms, and insights into their business operations at scale, through business analytics. IDC evaluated 11 leading service providers, including Capgemini, by performing a qualitative and quantitative assessment of the characteristics that lead to the success of a vendor in the marketplace.

Find the press release here:https://www.capgemini.com/news/ idc-marketscape-business -analytics/

Leader among next‑gen ADM service providers, according to ISG

Capgemini was named a global leader among next-gen Application

Development and Maintenance (ADM) service providers for 2019-20 by Information Services Group (ISG) in a report published in January 2020. The ISG report evaluated the portfolio attractiveness and competitive strength of major market players, including Capgemini, in four key areas: overall next-gen ADM, agile development, continuous testing, and DevOps Consulting. The ISG report also evaluated the market players in individual countries, such as the US, the UK, the Nordic countries, Germany, and Brazil. Capgemini secured a leadership position in 20 out of 23 areas, both globally and in individual country evaluations.

Find the press release here:https://www.capgemini.com/news/ capgemini-leader-adm-by-isg/

Other Awards

One of the World's Most Ethical Companies®, according to the Ethisphere Institute

Capgemini was named, for the eighth consecutive year, One of the World's Most Ethical Companies by the Ethisphere Institute, a world leader in promoting best practices in business ethics. This award is based on the Ethisphere Institute's Ethics Quotient® (EQ) methodology, which is used to evaluate business performance in a qualitative, objective, consistent and standardized manner.

Science Based Targets initiative

The Science Based Targets initiative (SBTi) validated Capgemini's carbon emissions reduction targets. Capgemini's new targets were approved by SBTi as being consistent with the level of reduction needed to limit global warming to 1.5°C. This is an important step towards the Group's ambition of achieving net zero emissions by 2030. To achieve this, Capgemini will accelerate its program to decarbonize operations that have the greatest impact on emissions.

Source Global Research

For the fourth year running, Capgemini was classiﬁed as the number one consulting and technology company by the independent analyst Source Global Research. The Group's research center, the Capgemini Research Institute, was recognized for the excellence of its publications and the appeal of its research. The Capgemini Research Institute regularly publishes studies on the impact of digital technologies within organizations and major economic sectors.

AI Breakthrough Award

Capgemini was awarded the 2020 AI Breakthrough Award for its innovation in artificial intelligence by AI Breakthrough, an organization that recognizes the best companies, technologies, and products in the global artiﬁcial intelligence market. Winning for the second year in a row, Capgemini was commended in this year's awards for its "CV-up Powered by artiﬁcial intelligence" solution, which delivers increased speed and accuracy for curriculum vitae processing through automated document scanning and analysis.

EIPM‑Peter Kraljic Awards 2020

The Group's procurement function was named the "Organization of the Year" at the 2020 EIPM-Peter Kraljic Awards, for its industry leadership and its excellence across all dimensions, as well as continuous innovation in establishing sustainable best practices in supply management. The EIPM-Peter Kraljic Awards recognize purchasing departments that demonstrate excellence in creativity, innovation, and corporate social and environmental responsibility.

HFS Research

Capgemini was recognized by hFS Research for its innovative healthcare payment solutions in the Covid-19 era. hFS commendedthe solutions developed by Capgemini, which aim to improve the patient experience, while broadening access to care.

1.2 Unique assets in a constantly changing market

1.2.1 A dynamic global services market

Capgemini is active in two key markets: the global professional IT services market with a global value of approximately $1 trillion (1), which shrank (2) by 2.6% (constant currency) in 2020 and the engineering, research & development (ER&D) market with a global

value of approximately $176 billion (3), which shrank by 11.6% in 2020. Both markets were materially impacted by the Covid-19 pandemic.

The below table approximates Capgemini's market sizing.

Asia Paciﬁc,

Capgemini	North	United Kingdom	Rest of	Latin America and
Market	America	France	and Ireland	Europe	Rest of World
Size of market	$511B	$43B	$85B	$190B	$359B
Capgemini	Accenture,	Accenture, Atos,	Accenture, CGI,	Accenture, Deloitte,	Accenture,
Competitors in	Cognizant, Deloitte,	CGI, IBM, Sopra Steria,	IBM, Infosys, TCS,	IBM, Tieto, TCS,	Cognizant, Deloitte,
Regional Market	IBM, Infosys and TCS	Alten and AKKA	Alten and AKKA	Alten and AKKA	IBM and TCS

In the worldwide IT & ER&D services market:

- the worldwide consulting market is worth $188 billion. In this cyclical market, Capgemini maintains strong market positions;
- the application, infrastructure & network implementation market is worth $246 billion. Capgemini is a market leader with a particular focus on application implementation;

1.2.2 Market trends

Capgemini sees a growing addressable market (4) beyond the "traditional" Chief Information Oﬃcer (CIO) perimeter driven by the growth of digitalization across the enterprise, with spending on technology becoming increasingly collaborative by executives.

- The Chief Marketing Oﬃcer (CMO) whose spend on technology continues to increase notably due to the growth of digital marketing, which has become a key enabler for the CMO to deliver the "end-to-end customer experience" to their customers. The IT spend on digital marketing is largely incremental to the traditional IT budget. CMO marketing budgets are slightly increased at 11% of revenues (versus

- the managed services and cloud infrastructure services is a $417 billion global market. The system integration and outsourcing markets remain predictable, and activities are based on long term relationships with clients;
- Business Process Outsourcing has reached $162 billion and continues to grow;
- Capgemini is the market leader in the Engineering, Research & Development market which is worth $176 billion.
10.5% in 2019) and spend on marketing technology remains strong (26% of budget). CMOs prioritized customer retention and growth. (5)
- The Chief Operating Oﬃcer (COO), product owners and/or Manufacturing Executives control signiﬁcant spend across product development, operations and process. There is a growing focus on enabling more intelligent delivery models, through increased eﬃciency, intelligent production and ongoing product customization (to meet changing consumer demands). here again the IT spend is largely incremental to the traditional IT budget.

Intelligent Industry

Intelligent Industry goes beyond Industry 4.0, applying digital technologies to connect the entire end-to-end industrial value

(1) Source: Gartner Forecast: IT Services, Worldwide, 2018-2024, 4Q2020 Update
(2) Estimates as of late 2020
(3) Source: Zinnov, OECD, IRI, IMF
(4) Source: IDC Worldwide Semiannual IT Spending Guide
(5) Source: Gartner 2020-2021 CMO Spend Survey.

chain from design, research & development, and engineering, through to production, operations, supply chain and support - realizing the inherent value of data within manufacturing and the wider industrial world.

Unique assets in a constantly changing market

What happens then?

- Products become smart: as data is embedded in the design of products, then how they are made, tested, serviced, and supported.
- Factories become smart: thanks to automation, Internet of Things (IoT), predictive maintenance, robotics, Virtual Reality, digital twins, remote monitoring, and simulation of production methods.
- Resource use becomes smart: allowing for optimization of the supply chain, delivery, stock, and increased customer satisfaction.

Manufacturing will move from being uni-directional (humans directing machines to produce goods, which are then sold to consumers) to being multi-directional, where consumers request goods straight from companies, manufacturing planning systems direct production (thanks to automation and Industrial IoT), and organize raw materials (through digital supply chains) and relevant logistics (via self-driving/robot warehousing) accordingly.

At the heart of this is the need for the enterprise to become data driven in all that it does.

Capgemini is well positioned to do this for clients, leveraging the power of data to deliver innovation, better customer experiences and new sources of value.

Across the market, there is an increase in new buying centers as digital transformation moves from the front-end customer experience to pervade wider enterprise operations. An indicator of this is the increased collegiality in buying behavior across the c-suite with the CIO operating in partnership with the CxO stakeholders. As the market continues to evolve and clients look to harness the beneﬁts of new solutions with an emergence of new enterprise buyers, it is important to stay close to our clients' decision-makers, which now include marketing and operational executives, to meet their new needs. This reﬂects a buoyant and natural market position for Capgemini.

This disruption is underpinned by:

- digital transformation is now inherent across the enterprise and considered the new normal, consistently driving a new digital landscape for the enterprise based on the key foundations of CORE IT;
- the infusion of increasingly ubiquitous and transversal digital enablers (AI, deep learning, analytics, automation, DevOps, public, hybrid or sovereign cloud) while protecting from cyber-attacks;
- the speed of adoption of new technologies is changing business behavior as the new products and services become a major driver for companies' proﬁtability, thus bringing CMO/CXOs to join the CIO (IT) in exploring and applying new technologies across the value chain. Therefore, CMO/CXOs have an increasing inﬂuence on technology spend.

1.2.3 A demanding competitive environment

Our global marketplace continues to evolve and we compete with a variety of organizations that oﬀer solutions comparable to ours:

- global players (e.g. Accenture, IBM, TCS, Infosys);
- consulting and advisory players (e.g. Deloitte, KPMG, PwC or EY);
- regional and boutique players (e.g. EPAM, Sopra Steria or
Tieto);
- specialist players in the ER&D domains (e.g. Alten, Akka or Bertrandt).

We also observe the continued evolution of Digital Agencies - e.g. Publicis Sapient or divisions of global players such as Accenture Interactive or Deloitte Digital.

Further, we see the continued growth of Engineering Research &

Development spend within customers with the emergence of an addressable Digital Engineering market that increasingly looks to consume, integrate, deploy and secure new technologies across artiﬁcial intelligence, cloud, Internet of Things, cybersecurity, etc.

1.2.4 Ecosystem of partners

Capgemini has always forged strategic partnerships with high proﬁle technology companies and with start-ups with specialist skills. The Group has always maintained an independent posture with partners so that we are free to select those that oﬀer the best response to the expectations and challenges of Capgemini's clients on a case-by-case basis.

We have continued to accelerate joint initiatives with selected partners, to help clients manage and accelerate their digital transformation journey:

The main competitive factors that we believe exist in the marketplace are:

- ability to deliver - in both individuals and products;
- expertise - in business, technology as well as industry knowledge;
- innovation - through partner ecosystems, services and portfolio oﬀers;
- reputation and integrity - in both testimonials and client references;
- value - in adding and improving business performance;
- pricing - in contractual terms and pricing;
- service and scope - in bringing the right people and products to clients;
- delivery - quality results on a timely basis;
- global reach and scale - in providing the right level of presence in key markets.

- Cloud with Amazon Web Services (AWS): we developed a range of market solutions that focuses on a cloud-ﬁrst strategy that enables growth, innovation, cost-eﬃciency and business model disruption. We continued to expand our strategic initiative to further meet the needs of customers by focusing on mass application migrations, cloud native development, cloud application modernization, artiﬁcial intelligence (AI), machine learning (ML), managed vertical solutions and managed services.

- Enterprise Portfolio Modernization with Microsoft: this Enterprise Portfolio Modernization (EPM) initiative includes several solutions to support Capgemini's Cloud and Application Development and Maintenance (ADMnext) portfolio of assets and services. EPM optimizes enterprise applications and enterprise ERPs (enterprise resource planning) and reaps the beneﬁts of cloud economics to achieve new business speed and agility. This new initiative focuses on four key solutions based on Azure: Modernize and Migrate Legacy Applications, Data Centre Transformation, Develop Cloud-Native Applications and Migrate SAP applications to Azure.
- Factory of the Future (FoF) with Microsoft: this new initiative can accelerate the eﬀectiveness of customers' Digital Manufacturing operations at scale. FoF starts with Intelligent Operations Platform (IOP), which integrates with the existing technology stack and can be implemented quickly with a set of reference architectures. We add a set of packaged Business Services including Digital Twins, Immersive Remote Assistance, adaptable general computer vision, predictive maintenance, and real time KPIs for plant optimization. Capgemini is also a member of Open
Manufacturing Platform to help manufacturers design the new reference models in Manufacturing.
- Cloud native transformation with both IBM Red Hat and VMware (formerly Pivotal): we help our customers accelerate their digital transformation by rapidly and eﬃciently creating, transforming and managing applications with cloud native delivery;
- Field Service Lightning Accelerator with Salesforce: enhances and extends Field Service Lightning to address complex capital assets that require onsite corrective repair;
- Fast Digital 4 Discrete Industries with SAP: this suite of solutions deploys an agile methodology based on Capgemini's highly successful digital transformation Framework, tailored for the discrete manufacturing industry (Industrial Machinery

& Components (IM&C), Aerospace & Defense, high Tech and

Automotive);

In addition, Capgemini continued to build its innovation-centric emerging partner ecosystem from the relationships initiated since

2015. With several hundred participants covering AI, Data, Advanced Analytics, IoT, 5G, Intelligent Automation, Edge Computing, AR/ VR, cybersecurity and Fin-Tech technologies, Capgemini continues to maintain a ﬂexible and forward-looking pattern of partnership evolution. Over 150+ clients have collaborated with the emerging partner ecosystem to create innovative solutions and new business value.

Through our global network of Applied Innovation Exchanges, our ecosystem of technology partners constantly work with clients to turn innovation into valuable, business-focused solutions at pace.

Capgemini has a global sales and delivery partner network with companies whose solutions are complementary to our own. Our unique expertise, in collaboration with our alliance partners' products and services, allows us to build new and valuable business solutions for our clients in less time and with a degree of accuracy not possible without this approach.

Our ecosystem of partners provides critical synergy and are crucial to our eﬀorts to solve the toughest challenges for our clients, be it in new business model creation, new technology solution implementation, or progression into new global markets. Our alliances and partnerships are generally non-exclusive and can generate revenue from services we provide to implement their products, as well as resale of products.

Capgemini's global ecosystem includes the following partners:

- Adobe	- IBM	- SAP
- AWS	- Intel	- ServiceNow
- Dassault	- Microsoft	- Tenemos
Systèmes	- Oracle	- UiPath
- Pega	- VMware
- PTC	- Workday
- Salesforce

- DELL
- Google
- Guidewire

1.2.5 We continually communicate with our stakeholders

Capgemini's success is built upon on its ability to establish relationships of trust with each of its stakeholders, in accordance with its values, and its ethics and performance requirements.

As a committed player in the regions where it operates, the Group strives to communicate regularly with all stakeholders to ensure that digital and technological transformation is a source of long-term growth that takes into account economic, social, and environmental challenges. This dialog enables the Group to better identify and anticipate the sociological and technological changes underway in society, in order to oﬀer solutions that are best adapted to our customers' needs.

We establish this communication with our stakeholders on three levels: at the Group level, at the level of its organizational and local entities, but also at the level of each employee. Capgemini has deﬁned and developed an ad hoc interaction method with players in each of these ﬁve categories:

clients: current clients, potential clients, our clients'

ecosystem;

- talents: employees, local and international work councils, candidates, our employees families and alumni;

- ﬁnancial community: shareholders, banks, ﬁnancial analysts, rating agencies, ESG indices (Environment Social & Governance);
- business partners: alliances, suppliers, other partners, market leaders, start-ups, professional or sector organizations, standardization organizations;
- civil society and public authorities: local communities, university institutions, opinion leaders, think tanks, local authorities, regulators, legislators including the European Union, citizens, Non-Governmental Organizations (NGOs), media and international organizations.

In 2020, Capgemini unveiled its new purpose: "Unleashing human energy through technology for an inclusive and sustainable future." The Group developed this purpose in collaboration with all its stakeholders, especially its employees. A questionnaire was sent to employees to gather their opinions and suggestions between December 2019 and May 2020. More than 50,000 responses and 35,000 comments were received and analyzed. Fifteen workshops with young employees in India, the United States, England, Germany, and France were also organized. At the same time, the Group interviewed nearly 20 clients, partners, and NGOs in the form of one-on-one interviews, and gathered the opinions of investors through an online survey.

Attentive to what our talents are saying, our Pulse digital platform collects comments anonymously through regular surveys. More than 70,000 employees provide their opinions every month. This allows us to act quickly and at all levels of the organization to develop a personalized experience for employees, thus improving the Group's appeal. In particular, the platform enabled us to establish regular monitoring for our teams during the Covid-19 crisis. Through Pulse, we also carried out a ﬁrst assessment for the onboarding of our 50,000 new colleagues following the acquisition of Altran.

Finally, 2020 was a special year when it came to communication with shareholders in the context of the Covid-19 pandemic. Exceptionally, the Annual General Meeting was held behind closed doors. The Board of Directors, however, ensured that the Annual General Meeting remained an important moment of dialog between the Company and its shareholders by oﬀering a mechanism within the Annual General Meeting's live webcast platform that allowed for exchanges between the Board and the shareholders. See Section 6.5 for more information on dialog with shareholders.

1.3 A strategy to support long‑term growth

1.3.1 Value creation drivers

Capgemini is ideally positioned to capitalize on the growth opportunities of the worldwide consulting, IT professional services and digital engineering markets with the expertise to help our clients transform at scale.

A technology and innovation strategy at the core

We are proud of our expertise in new technologies: we understand their potential and the impact they will have on our clients' business activities. This outstanding expertise is essential in gaining our clients' trust and becoming their chosen transformation partner. We assess technology trends with our best global experts in domains including AI, blockchain, cloud, edge computing, connectivity, cybersecurity, data, IoT, 5G, digital twins, and immersive technologies (augmented/virtual reality).

We help enterprises navigate the compelling opportunities for business with TechnoVision, our annual technological guide to implement enterprise-ready technology in the complex systems of our clients.

Similarly, our Applied Innovation Exchange (AIE), a global network composed of 21 innovation labs, provides a controlled environment for organizations to immerse themselves in the understanding, experimentation, and application of emerging technologies.

Our partners, both business and technological, represent a strategic asset for Capgemini and our clients. By collaborating closely with our partners and through our deep understanding of our clients' business environments, we can create a competitive advantage and new business capabilities.

We constantly adapt our portfolio and strengthen our global presence

Throughout 2020 we continued to rotate and evolve our portfolio of oﬀerings, as well as growing all of our digital capabilities to support our client's digital transformation.

In 2020 we acquired Advectas to reinforce Business Intelligence and data science capabilities across Scandinavia. In the acquisition of Whitesky Labs, one of the largest independent MuleSoft full-service consultancies in the world, our position is signiﬁcantly strengthened in the APAC region while bringing global competencies for the Group.

In April the Group completed the acquisition of Altran to create a global digital transformation leader for industrial and technology companies. The combination will create a unique combination of expertise to support the digital transformation of industrial companies - the market's most dynamic segment. This would enable Capgemini to take the lead in a very promising market segment - what we call 'Intelligent Industry' or the digital transformation of industrial and tech companies.

We are accelerating our eﬀorts in Intelligent Industry, deploying solutions and services to help clients realize the value of technology within modern industrial processes, including the launch of Factory of the Future (FoF) with Microsoft which accelerates the eﬀectiveness of customers' Digital Manufacturing operations at scale.

Our people as our best asset

Capgemini's spirit of conquest and passion for entrepreneurship on behalf of our clients have always been key for our employees. The women and men of Capgemini are proven experts in their ﬁelds and are our greatest strength. They are at the frontline of business transformation, driving our high-performance culture and providing our clients with cutting-edge services. Thanks to them, we are able to ensure high-quality deliverables and reach the most ambitious objectives. In 2020, we continued to invest in our people, attract and retain the best in the industry, and oﬀer leadership opportunities to our diverse, emerging talents.

We work hand-in-hand with our clients to help them attain their objectives in terms of innovation, business development, and eﬀectiveness and we are passionate about our clients' challenges. Our conviction is that the purpose of a transformation program should not be digital for digital's sake. It should be driven by speciﬁc business needs and designed with the optimal architecture to best capture the value from innovation.

We partner with clients to drive end-to-end transformation enabled by our capabilities, which range from innovation, consulting, and systems integration to managed service operations.

Moreover, as a global strategic partner, we believe that in-depth industry knowledge is critical. We align our skills and expertise in seven key sectors to transform our clients' businesses. Our sectorial expertise is detailed in Section 1.1.5.

Our CSR Strategy

Our ambition is to be recognized globally as a leading responsible company, using our expertise for positive impact - we want to be

Architects of Positive Futures.

Corporate Social Responsibility is a business imperative and is embedded as a core component of the Group business strategy. It focuses on 3 key pillars:

1. Diversity and inclusion: creating an inclusive and performing

work environment where our people can thrive, regardless

of their background (gender, sexual orientation, ethnicity,

age, etc.);

Digital inclusion: Making the digital revolution an opportunity for all, by reducing the digital divide and providing a bridge between technology and society;

1.3.2 An adapted investment policy

The Group continued on a Digital centric strategy with key acquisitions aiming at reinforcing Capgemini's leadership in Digital and Cloud.

The acquisition of Advectas (Business Intelligence and data science capabilities across Scandinavia) and Whitesky Labs (one of the largest independent MuleSoft full-service consultancies in the world) strengthen regional and global competencies for the Group.

The addition of Purpose, one of the world's leading social impact agencies and hub for campaign innovation brings new strengths to Capgemini Invent in helping clients with deﬁning and executing their purpose and putting participation at the center of the approach.

3. Environmental sustainability: Minimizing our own business-related environmental impacts and supporting our clients in their sustainability challenges.

These three pillars are underpinned by employee engagement which is fundamental in order to translate this ambition into reality. We encourage our colleagues to play an active part in being Architects of Positive Futures.

Given the importance of CSR, our CSR governance comprises senior executives from across the Group. The Group Executive Committee, the Group Executive Board and the Group Board of

Directors are actively involved in the strategy and regularly review the progress made towards our targets.

In April the Group completed the acquisition of Altran to create a global digital transformation leader for industrial and tech companies. The combination will create a unique combination of expertise to support the digital transformation of industrial companies - the market's most dynamic segment. This would enable Capgemini to take the lead in a very promising market segment - what we call

'Intelligent Industry' or the digital transformation of industrial and tech companies.

Through 2021 the Group will continue to evaluate the market for opportunities to strengthen its positions across high-growth domains. These acquisitions will be possible thanks to the Group's very solid ﬁnancial position and leading market positions.

1.3.3 Financing policy and ﬁnancial rating

The Capgemini ﬁnancing policy is intended to provide the Group with adequate ﬁnancial ﬂexibility and is based on the following main criteria:

- a moderate use of debt leveraging over the past ten years

Capgemini has striven to maintain at all times a limited level of net debt, including in the manner in which it ﬁnances its external growth;

diversiﬁed ﬁnancing sources adapted to the Group's ﬁnancial proﬁle: Capgemini bases its ﬁnancing around "bank" sources (mainly a €750 million multi-currency syndicated credit facility undrawn at December 31, 2020 and reﬁnanced in February 2021) and "market" sources (€7,700 million in bonds principal at December 31, 2020 and a €1,000 million short-term negotiable debt securities program, of which €350 million were drawn at December 31, 2020);

- a good level of liquidity and sustainable ﬁnancial resources, which means:

- maintaining an adequate level of available funds (€3,174 million at December 31, 2020), supplemented by a €750 million multi-currency syndicated credit facility secured on July 30, 2014 and maturing on July 27, 2021. This facility was reﬁnanced on February 9, 2021 by a new €1,000 million multi-currency syndicated credit facility maturing on February 9, 2026,
- borrowings with maturities up to 2032, with only a limited portion falling due within 12 months (contractual cash ﬂows within less than one year - see Note 22 to the consolidated ﬁnancial statements) representing just 11% of total contractual cash ﬂows at December 31, 2020,

Financial rating

The Group's ability to access ﬁnancial and banking markets and the cost of accessing such markets depend at least in part on the credit rating awarded by the rating agency Standard & Poor's. At March 24, 2021, Capgemini's credit rating was BBB/stable outlook.

1.4 An agile business organization

1.4.1 The main subsidiaries and a simpliﬁed Group organizational chart

The Group operates in nearly 50 countries and through subsidiaries - the main subsidiaries are listed in Note 33 to the consolidated ﬁnancial statements.

The parent company, Capgemini SE, via its Board of Directors, deﬁnes the strategic objectives of the Group and ensures their implementation. In its role as a shareholder, Capgemini SE contributes, in particular, to the ﬁnancing of its subsidiaries, either in the form of equity or loans. Finally, it makes its trademarks and methodologies available to its subsidiaries, notably "Deliver", and receives royalties in this respect.

Capgemini SE notably holds:

- the entire share capital of an inter-company service company, Capgemini Service S.A.S.;
- the entire share capital of Capgemini Gouvieux S.A.S., which operates the Serge Kampf Les Fontaines campus, housing the Group's international training center;

as well as operating subsidiaries held directly or indirectly via regional holding companies. The main operating subsidiaries are presented in the simpliﬁed organizational chart below.

Finally, it is Group policy not to own its business premises, except in India where the signiﬁcant growth and workforce concentration justify real estate ownership. The other Group subsidiaries rent their business premises from third-party lessors. There is no relationship between these lessors and the Group and its senior Executive Management.

The sole real estate assets owned by the Group are:

- a building owned by SCI Paris Étoile and housing Capgemini SE's headquarters, located at 11 rue de Tilsitt - 75017 Paris;
- the Group's international training center in Gouvieux owned by a real estate limited liability company, Immobilière Les
Fontaines;
- nine campuses in India (including Mumbai, Bangalore, hyderabad, Chennai and Noida), one in England, one in Germany and two in the Czech Republic.

The organizational chart of the main operating subsidiaries (reporting revenue in excess of €50 million) and the Group's support and resource subsidiaries, directly or indirectly wholly-owned by Capgemini SE, with the exception of Capgemini Brasil S.A. (held 99.95%, representing 99.95% of voting rights), Capgemini Technology Services India Ltd. (held 99.77%, representing 99.77% of voting rights), Aricent Technologies (holdings) Ltd. (held 98.25%, representing 98.25% of voting rights) and frog design Inc. (held 99.98%, representing 99.98% of voting rights) is presented below.

Capgemini SE

Capgemini Technology

Services S.A.S.

Capgemini

DEMS France S.A.S.

Capgemini Consulting

S.A.S.

Altran Technologies

S.A.S.

Altran ACT

S.A.S.

Capgemini America

Inc.

Capgemini Government

Solutions

LLCLohika Systems

Inc.

Altran US

Corp.

frog design

Inc.

Capgemini

Canada

Inc.

Capgemini Solutions Canada Inc.

Inergi LPNew Horizon

System Solutions LPAltran Innovación

SLUCapgemini

Brasil S.A.

Capgemini

Italia S.p.A.

Capgemini

Mexico S. de R.L. de C.V.

Altran Italia S.p.A.

Africa

Sogeti Luxembourg

S.A.

Capgemini Technology

Services Maroc S.A.

Capgemini Nederland

B.V.

Sogeti Nederland

B.V.

Altran Netherlands

B.V.

1.4.2 A client-focused organization

Consistent, uniﬁed, and resolutely client-focused, Capgemini's organization draws on the full range of the Group's expertise and develops synergies between businesses, oﬀerings, and the geographical areas where the Group serves its clients. The integration of Altran brought the number of Strategic Business Units to ﬁve (including two in Europe); the reorganization of Invent with the reinforcement of frog; and the creation of the Global Business Line Capgemini Engineering.

Operating entities

At a global level, Capgemini is organized into major operating units (Strategic Business Units or SBU) to work closely with clients and respond to market developments. The Group is made up of ﬁve SBUs, four geographic and one sectoral:

- the Northern & Central Europe SBU ;
- the Americas SBU ;
- the Asia-Paciﬁc SBU ;
- the Global Financial Services SBU.

These SBUs are themselves made up of Business Units (BU), which contain several Market Units (MU).

A new global function, Group Operations Transformation and Industrialization, has been created to manage the Group's IT and cybersecurity activities internally. This function is responsible for deploying the Group's global industrial strengths, accelerating the expansion of oﬀshore and global centers, building a powerful resource supply chain, and developing common frameworks for project management and execution.

Operating Units

The Business Units deliver and grow the Capgemini oﬀer portfolio with all clients in their market and in close collaboration with the Global Business Lines.

Market Units are responsible for client relations and sector strategies. They must promote, deliver and grow the Capgemini oﬀer portfolio for Business Units. Market Units are sector-based and coordinated at an international level.

- The Strategic Business Units are organized through 30 Business Units:

- seven in the Southern & Central Europe SBU: France (four), Italy, Spain, Europe Cluster;
- four in the Northern & Central Europe SBU: United Kingdom, Germany, the Netherlands, the Nordic countries (Sweden, Denmark, Norway and Finland);
- nine in the Americas SBU: United States of America (six), Canada, Mexico, Brazil;
- seven in the Asia-Paciﬁc SBU: Australia, China, India, Middle East, South East Asia, Japan, Financial Services Asia-Paciﬁc (1);
- four in the Financial Services SBU: Banking, Insurance, Continental Europe, Financial Services Asia-Paciﬁc (1).

The most common Market Units are:

- Consumer goods & Retail;
- Energy & Utilities;
- Financial Services;
- Manufacturing;
- Public Sector;
- Telecoms, Media & Technology;
- Services.

(1)

the Southern & Central Europe SBU ;

Some Market Units regroup at geographic level local technology services specialized in cloud, cybersecurity, quality assurance, testing and new technology ﬁelds. They operate under the brand Sogeti part of Capgemini.

Entities responsible for the oﬀer portfolio

Global Business Lines and Application Business Lines have responsibilities linked to the oﬀer portfolio: managing oﬀers pre-sales and ensuring delivery quality. These entities must also ensure that Group deliverables are competitive and that they respond to excellence criteria and client requirements. Finally, they must develop talent and manage teams to ensure that the

Group has the skills in markets which are mature, growing rapidly, or emerging.

Global Business Lines are managed at a global level. Application Business Lines are managed locally and coordinated globally.

Application Business Lines support Market Units with speciﬁc oﬀers, expertise, and skills. They help Capgemini to become a market leader, and ensure that Group deliverables are competitive, and respond to excellence criteria and client requirements.

The Group's Application Business Lines are as follows:

- Application Managed Services (AMS);
- Package-Based Services (PBS);
- Custom Software Development (CSD);
- Digital Customer Experience (DCX);
- Testing;
- Business & Technology Solutions - BTS;
- Business Lines speciﬁc to certain SBUs and BUs.

This list can be supplemented by speciﬁc Business Lines in some SBUs and BUs.

The Global Business Lines work closely with the Business Units and speciﬁcally within them with the Market Units. They aim to develop and reinforce skills and expertise in the ﬁelds that will be key for Group growth in the coming years. The Group's Global Business Lines are as follows:

- Business Services (BSv);
- Cloud infrastructure services (CIS);
- Insights & Data (I&D);
- Capgemini Invent brings together Capgemini expertise in the strategy, technology, data science, and creative design ﬁelds to support major companies and organizations in creating new models and new products within the digital economy. Frog part of Capgemini Invent, brings together all the Group's design and innovation expertise. Cambridge Consultants part of Capgemini Invent, is the specialist in innovation in product and service development;
- Capgemini Engineering, born of the merger of DEMS (Digital Engineering and Manufacturing Services) and Altran. This new GBL, the largest, will fully leverage the Group's global capabilities in engineering and R&D with other Business Lines to consolidate its leadership position in Intelligent Industries.

The new Group organization reinforces synergies between Global Business Lines and Market Units. Thanks to this uniﬁed business approach, our clients beneﬁt from a unique point of contact for all projects.

Dual link.

1.4.3 Innovation at the heart of our organization

Through its newly announced brand promise, "Get the future you want ", the Group has made a public commitment to put innovation by design at the center of everything we do with our clients, our partners, our employees and the communities in which we operate. As such, innovation is not owned by one function or entity but rather lives across all geographies, practices and grades. In order to unleash the potential of the Group, we have developed several programs:

The global network of Chief Technology and Innovation Oﬃcers

The Group cultivates a network of Chief Technology and Innovation Oﬃcers who are responsible for deﬁning the Group technology and innovation strategy within their respective Strategic Business Units or Global Business Lines, as well as developing a Group strategy for a dedicated technology domain. They are equipped with best-in-class tools and work with extended communities of internal and external technology experts to assess, validate and exploit the latest technology solutions. Through TechnoVision, Capgemini's extensive point of view on technology trends, we enable businesses to innovate and reinvent themselves over the long-term.

Capgemini Applied Innovation Exchange

The Applied Innovation Exchange (AIE) is Capgemini's global innovation infrastructure, designed to assemble the most innovative assets, talents and capabilities the Group has to oﬀer to help our clients get the future they want. As we continue to grow, notably with the addition of Altran and its companies such as frog, Cambridge Consulting, and others, having this global network of AIEs in place helps to ensure that our clients get the best, whether from Capgemini or through external innovation capabilities.

We have 21 AIEs worldwide: Bordeaux (France), Grenoble (France), hyderabad (India), Lille (France), London (United Kingdom), Madrid (Spain), Malmö (Sweden), Melbourne (Australia), Milan (Italy), Mumbai (India), Munich (Germany), Nantes (France), New York (USA), Paris (France), San Francisco (USA), São Paulo (Brazil), Shenzhen (China), Singapore, Stockholm (Sweden), Toulouse (France), and Utrecht (Netherlands). Through our comprehensive discipline and platform for applying innovation, clients can advance from a problem or opportunity statement to achieve real business outcomes. They oﬀer a unique setting to explore innovative solutions and to teach companies how to adopt innovation in a secure and sustainable manner (the right pace, the right scale, and the right means).

AIEs are also networks to share experiences and expertise. They curate and enhance Capgemini's ability both to tackle the challenges of its clients' sectors and to select the emerging technologies or approaches best suited to each need. With the AIEs, clients can test the most innovative technologies to support their digital transformation: IoT, artiﬁcial intelligence, data analysis, cloud, cybersecurity, and cutting-edge IT, and contextualize them for their speciﬁc industry needs.

The AIEs work as a cohesive network, and our clients can beneﬁt from the global expertise of our teams, regardless of the region. To increase the ease of access and the co-innovation opportunity with clients, Capgemini opened several new AIEs in 2020, in spite of the challenges brought on by the global pandemic, including Malmö (Sweden), Milan (Italy), hyderabad (India), Nantes (France), São Paulo (Brazil), and Shenzhen (China). All our AIEs use a mix of local and global collaboration techniques and operate eﬀectively through virtual delivery and collaboration tools developed in part as an immediate response to the 2020 pandemic.

Capgemini Ventures

Innovation cannot happen in a vacuum. It needs energy and momentum. It needs a thriving ecosystem that provides partnerships and investment initiatives for both large organizations and the brightest startups. Capgemini Ventures (CGV), part of our Open Innovation strategy, was conceived to do just that.

CGV aims to bring business relevance while contributing to business development growth. Its current scope of work covers the following activities:

- Startup Catalyst: a catalog of services dedicated to startup ecosystem management to support Group Business

Development towards greater client impact;

Corporate Ventures: the Group corporate venture capital fund, jointly set-up with ISAI, for minority investments in selected startups for which Capgemini acts as a strategic global partner on the market;

- Business Ventures: strategic industrial partnerships with a

minority shareholder role targeting the co-creation of value

in the new.

Technology, Innovation and Ventures

Capgemini's Technology, Innovation and Ventures capabilities are brought together to support our clients' needs for sustainable growth. Find out more at:https://www.capgemini.com/our-company/technology-innovation-ventures/

Capgemini Research Institute

The Capgemini Research Institute is Capgemini's internal think-tank. Drawing on a global network of experts, universities, and partners in the technology sector, it is a recognized study and research center in the digital ecosystem.

With dedicated research centers in the United Kingdom, the United States, India and Singapore, the institute publishes various reports each year on major trends - particularly disruptive ones - in digital, innovation, and business transformation. Our institute's reports and studies are known particularly for their unique industry approach. For example, the World Payments Report 2020 is the main source of data, trends, and insight on cashless payment at a global and regional level. The report "AI and the ethical conundrum: how organizations can build ethically robust AI systems and gain trust" highlights the need to implement ethics governance for AI and provides a list of recommendations to help organizations design and roll out AI systems with robust ethics. Our "Future of Work"

study provides a deeper understanding of the shift from a standard work-from-home model, such as that imposed by the health crisis, towards permanent "hybrid work" methods.

The institute often works with major academic institutions and cooperates with leading startups across the world. The Capgemini Research Institute was again ranked number one worldwide for the quality of its research by independent analyses (Source Global Research).

For a list of key reports and studies published in 2020, see Section 1.5.2.

Capgemini Centers of Excellence

Capgemini Centers of Excellence are deployed within the operational organizations, Business Lines and Global Business Lines. They are coordinated and controlled at a global level by Group Oﬀer Leaders and more broadly by the Group Chief Portfolio Oﬃcer. They carry out four tasks.

1. They create and deploy go-to-market oﬀers with the support of the Capgemini partner ecosystem for sales teams.
2. The Centers of Excellence support Business Units and Market Units during the oﬀer pre‑sales phase. They help sales teams to identify and qualify possible opportunities and prepare proposals for clients.
3. They are responsible for specialized business development actions with key accounts per oﬀer, and for promoting oﬀers with a consistent message to clients, media, analysts, advisors, and partners. They also work with the
Marketing team to present our position and our vision in diﬀerent communication channels.
4. They provide the appropriate level of expertise for the most recent technologies and services, recruiting and retaining talent, and supporting key delivery phases.

A global ecosystem of leading technology partners and emerging partners

To stay at the forefront of technology, Capgemini forms strategic partnerships based on continuous innovation with the most innovative technology companies in the world - from start-ups to major international groups. These companies provide a baseline platform, and the Group works with them to make continuous innovation a business differentiator, creating new offers and synergies to respond to the most demanding challenges, whether that's designing new business models, improving performance levels through automation, or conquering new markets.

This global ecosystem, which seeks to bring together leading experts in their ﬁelds, oﬀers a new perspective on technology and digital trends. It encourages experimentation and the design of innovative oﬀers, taking into account a unique industry approach.

For more information about the technology partner ecosystem, please read Section 1.2.4 of this document.

1.5 Solid performance in 2020

Capgemini recorded solid performance in 2020, despite the Covid-19 crisis, conﬁrming the Group's resilience and agility.

1.5.1 Major contracts won in 2020

Bookings totaled €16,892 million in 2020, an increase of +13% at constant exchange rates year-on-year compared to 2019. Our clients trust us to support them in their digital transformation, creation of new business models, consolidation of operational eﬃciency, and their capacity to innovate. Below are some examples of key contracts signed with our clients in 2020.

Financial Services Compensation Scheme (United Kingdom)

Capgemini signed a new ﬁve-year agreement with the UK's Financial Services Compensation Scheme (FSCS). Under the agreement, as the strategic technology partner, Capgemini will work with the FSCS to drive innovation through the adoption of digital, cloud, and application technologies - an essential part of FSCS's 2020 strategy. Over the course of the next ﬁve years, Capgemini will work with the FSCS to accelerate the implementation of new technologies while supporting the evolution of new skills. It will also undertake longer-term planning and strategy to ensure the eﬃcient implementation of its digital transformation program, while reducing delivery risks.

France Télévisions (France)

Capgemini was selected by France's leading audiovisual group, France Télévisions, to develop its recently created Data and artiﬁcial intelligence department. Capgemini will work with France Télévisions to modernize its TV program production and broadcasting resources. Capgemini was chosen out of a pool of 25 companies by France Télévisions to design new usage scenarios for AI applied to television, following a Europe-wide public tender launched in April 2020. Capgemini stood out for its extensive knowledge of data and AI projects performed worldwide and its capacity to put together a team of experts.

Hexion (USA)

Capgemini signed a seven-year agreement with the US-based chemical company hexion to digitally transform its business. As part of the agreement, Capgemini will collaborate with hexion to unlock value and drive innovation through a digital transformation of its global operations for procurement, ﬁnance, and information technology. Through digital transformation, hexion aims to make its business more resilient, agile, and capable of driving long-term, sustainable growth. Capgemini will contribute to these goals by leveraging its broad portfolio of digital, cloud, IT infrastructure, cybersecurity, and business operations solutions to help hexion gain operational agility and increase its competitiveness in end-markets.

Ingevity (USA)

Capgemini entered into a partnership with new client Ingevity, a US-based chemical manufacturing company. Capgemini will design and globally deploy Ingevity's innovative technology platform on SAP S/4hANA® to enable the organization to scale its intelligent operations for long-term growth across nine manufacturing locations in the US, UK, and China. By modernizing its ERP system with SAP S/4hANA, Ingevity hopes to gain market agility with new capabilities that leverage data to more eﬀectively identify opportunities for growth. The project began in July 2020 and is expected to be completed in 2022.

John Lewis Partnership (United Kingdom)

Capgemini was selected by the John Lewis Partnership, owner of British retail brands John Lewis & Partners and Waitrose & Partners, to provide specialist IT application services to support its technology systems and business processes. The agreement is part of the Partnership's newly created Technology and Change function that supports its business strategy, and enables it to respond more quickly to the digital demands of customers and staﬀ. The agreement between Capgemini and the John Lewis Partnership will consolidate a range of existing supplier activities into one strategic relationship, ensuring the Partnership can beneﬁt from new operational practices and technologies.

Mercedes Benz (India)

Capgemini signed a contract with Mercedes Benz Research and Development India (MBRDI) to provide Application Development and Maintenance services across its application clusters including, generic, testing, and niche technologies. The engagement with Capgemini will help MBRDI drive strategic change and disruptive innovation through increased eﬃciencies, continuous improvement, optimized costs, a more secure application landscape, and improved compliance and governance. The contract was awarded by MBRDI as part of a vendor consolidation exercise. Capgemini was selected as one of the major partners in this multi-vendor deal, for its industry-leading expertise in application services, and proven technology and delivery capabilities in business transformation.

Ministry of Defence (United Kingdom)

Capgemini signed a ﬁve-year contract with the UK's Ministry of Defence (MOD) for the management of its IT Service Center. As part of the agreement, Capgemini will work with the MOD's Defence Digital unit to provide the next generation of services aligned to

1.5.2 Recognized publications

To help our clients analyze major trends in markets, interpret the impact of new technologies on their businesses and anticipate challenges, the Capgemini Research Institute publishes various reports and themed studies each year.

Discover a selection of reports published in 2020 and ﬁnd all Group publications at:www.capgemini.com/research-institute.

Skills and employees

The Future of Work: From remote to hybrid

Capgemini's report on the future of work identiﬁed several limitations to remote working. These point to a future built on a hybrid model that strikes a balance between working from home and working from an oﬃce. The report also provides recommendations to help organizations ﬁnd the right balance for a hybrid approach, and challenges leaders to question existing structures, rethink the eﬀectiveness of operating models, and break down organizational silos and barriers between teams.

Digital client experience

World Insurance Report 2020

The Capgemini Efma World Insurance Report 2020 observed that consumers of all ages are adopting a millennial mindset, sourcing information and purchasing insurance products themselves, and trusting in their own research. The report noted that consumers are turning to non-traditional players such as Big Tech and product manufacturers for innovative, personalized oﬀerings with enhanced customer experience. Consumers are also increasingly relying on digital channels in the face of the Covid-19 pandemic. The report recommended that traditional insurers reevaluate their portfolios, harness partnerships, and become "inventive insurers" to stay competitive.

its present and future needs. The Service Center is at the core of Operational Service Management, which delivers the MOD's essential IT services. The new service center will use Capgemini's leading AI and smart analytics capabilities to increase self-service and empower end users. It will be a round-the-clock IT service desk and a single point of contact delivering intelligent user self-service and better service management across suppliers.

Nordic Capital (Scandinavia)

Capgemini entered into a partnership with Nordic Capital to provide a platform to accelerate the implementation of artiﬁcial intelligence and machine learning as value drivers within Nordic Capital's portfolio companies. Through its collaboration with Nordic Capital, Capgemini will provide a unique combination of the best AI knowledge and business implementation services to the portfolio companies. To kickstart the relationship, Capgemini supported one of Nordic Capital's portfolio companies to use advanced machine learning algorithms.

Digital Manufacturing

Smart factories in automotive

Capgemini's "how automotive organizations can maximize the smart factory potential" research report tracked the deployment of smart factories by original equipment manufacturers and suppliers in the automotive sector in 2019, compared to equivalent research from 2017/18. According to the report, the automotive industry is expected to outdo other industries and exceed previous expectations by increasing investment in smart factories by over 60% in the next three years, resulting in productivity gains of more than $160bn.

Innovation

Data‑powered Enterprises

While applying data and analytics is becoming a prerequisite for success and innovation, only 39% of organizations are able to harness the power of activated data, according to Capgemini's report on data-powered enterprises, "The data-powered enterprise: Why organizations must strengthen their data mastery". The report showed that data-powered enterprises vastly outperform their peers on multiple ﬁnancial measures and recommended that the top leadership of companies get involved in preparing roadmaps to harness their data needs.

Scaling Innovation - What's the big idea?

This report found that while companies are generally good at generating and incubating new ideas within innovation centers or open ecosystems, they are less successful at scaling the results, for reasons ranging from over-reliance on technology, to a lack of focus on what customers actually want. The report recommended that companies treat achievement of scale as a speciﬁc and unique discipline. It also commended adopting the right innovation governance and building a culture that encourages taking tough decisions on scaled innovations.

World FinTech Report 2020

The report, jointly published by Capgemini and Efma, showed that traditional banks can catch up with Big Tech and challenger banks when it comes to customer experience by embracing Open X and becoming inventive banks. however, the report noted that to remain competitive and meet changing consumer expectations, incumbent banks had to eﬀectively collaborate with FinTechs, seeing them not as competitors, but as partners of choice.

World Retail Banking Report 2020

The World Retail Banking Report 2020, published jointly by Capgemini and Efma, showed how retail banks are facing pressure to transform as new entrants focused on customer experience gain signiﬁcant market traction. With customers opting for digital interactions because of Covid-19, the report found out that platform-based banks were able to increase operating proﬁts, unlock new sources of value, and improve operational efficiencies twice as easily compared to banks operating conventionally.

Artiﬁcial intelligence and automation

AI and the Ethical Conundrum

"AI and the Ethical Conundrum: how organizations can build ethically robust AI systems and gain trust" - this report found that customers were becoming increasingly comfortable with AI, but also had high expectations when it came to AI interactions. Nearly half (49%) of the customers found AI interactions to be trustworthy in 2020 - up from 30% in 2018. On the other hand, 70% expected organizations to provide AI interactions that are transparent and fair.

AI in Customer Experience

More than half of customers had daily AI-enabled interactions with organizations, according to the 2020 report - a signiﬁcant increase from the 21% reported in 2018. The study, entitled "The Art of Customer-Centric artiﬁcial intelligence: how organizations can unleash the full potential of AI in the customer experience", listed the various factors that have signiﬁcantly contributed to AI adoption among customers: increasing customer trust in AI, an increase in human-like AI interactions, increasing customer concerns arising from Covid-19, and organizations stepping up their AI deployments.

AI to Power Climate Action Strategy

While AI oﬀers many climate action use cases, scaled deployment is proving elusive. The report, entitled, "Climate AI: how artiﬁcial intelligence can power your climate action strategy", explained how artiﬁcial intelligence can power a climate action strategy. The report analyzed more than 70 climate action AI use cases and identiﬁed the 10 with the biggest impact. The report showed that organizations have the opportunity to prioritize the deployment of AI solutions to address their sustainable goals. According to the report, companies can expect to cut GhG emissions by 16% in the next three to ﬁve years through AI-driven climate action projects.

The AI Powered Enterprise: Unlocking the potential of

AI at scale

Capgemini examined the pace of enterprise artiﬁcial intelligence adoption in the last three years in this report. According to the report, 53% of organizations have now moved beyond AI pilots, a marked increase from 36% in Capgemini's 2017 report on the same subject. The report also found out that 78% of AI-at-scale leaders continue to progress on their AI initiatives at the same pace as before Covid-19, while another 21% have increased the pace of their deployment. As for the results, the report showed that the successful implementation of AI at scale delivered tangible beneﬁts, with 79% of AI-at-scale leaders seeing an increase of more than 25% in traditional products and services sales.

Automation in Retail Stores

Capgemini's report on smart retail stores, entitled "Smart Stores - Rebooting the retail store through in-store automation", found that automation technology oﬀered retail stores a competitive advantage, with consumers responding positively to the improved convenience. The report however also cautioned that in order for the trend to continue, retailers would have to prioritize automation that created positive consumer experiences over adopting automation technology as a simple cost-saving exercise.

Climate and sustainability

Consumer Product and Retail: How sustainability is changing consumer preferences

In this report, Capgemini analyzed the impact of sustainability on consumer purchasing patterns and the extent to which consumer product and retail organizations understand consumer expectations. The report found that 79% of consumers are changing their purchase preferences based on Social Responsibility, inclusiveness, or environmental impact. This trend is likely to continue in the aftermath of Covid-19. More than two-thirds of consumers said they will be more cautious about the scarcity of natural resources due to the Covid-19 crisis, and 65% said they will be more mindful of the impact of their overall consumption from now onwards.

Fit for Net‑Zero

Serving as a guide for policymakers and investors, the Fit for Net-Zero report investigated and analyzed existing and future technologies in ﬁve interconnected economic domains: energy; buildings and construction; industry; transport; and food and land use. This report highlighted 55 clean technology projects that can speed economic recovery and help Europe meet its greenhouse gas emission goals over the coming years.

Street Smart: Putting the citizen at the center of smart city initiatives

According to this report, many citizens are frustrated with the conditions of urban life - nearly one third of the citizens surveyed say they may leave their city due to the challenges they face living there. The report explained how smart city initiatives can lead to improvements across urban services and attract citizens. Over half (58%) of the people surveyed believe that smart cities will help meet sustainability goals and oﬀer better services, and over a third were willing to pay more for using these initiatives.

Sustainability in Energy and Utilities Companies

Energy and utilities companies with advanced sustainability initiatives earn more revenue, according to the report "Powering Sustainability: Why energy and utilities companies need to view sustainability as an opportunity". Advanced sustainability initiatives also improve brand and company valuations and are perceived positively by investors, regulators, and clients. 64% of organizations say they have increased their revenues thanks to sustainable operations. 37% of organizations, however, have slowed or suspended sustainability investments and initiatives due to Covid-19.

The Automotive Industry in the Era of Sustainability Capgemini surveyed 500 automotive organizations and 300 sustainability experts to publish the "Automotive Industry in the Era of Sustainability" report. The report showed that the automotive industry had made signiﬁcant progress in the area of sustainability with 62% of the ﬁrms saying that they have a comprehensive sustainability strategy with well-deﬁned goals and targets. however, the report also showed there was work to be done as the industry will have to make up for a 20% shortfall in investment to meet international targets.

World Wealth Report 2020

Capgemini's World Wealth Report 2020 observed a nearly 9% growth in high net worth individual (hNWI) wealth and population in 2019 despite a global economic slowdown, international trade wars, and geopolitical tensions. The report found that there was a growing interest in sustainable investing among hNWIs, with hNWIs planning to allocate nearly half (46%) of their portfolio to sustainable investing (SI) by the end of 2021. The report showed that the main reasons for this interest were higher returns and lower risks - 39% expect to receive higher returns from SI products, while 33% view SI as sound and less speculative.

Covid-19

Building Supply Chain Resilience

Over the past year, organizations have struggled to respond quickly to increasing disruptions and restore their operations to a steady, reliable state. The pandemic has forced organizations to prioritize supply chain resilience, with two-thirds stating that their supply chain strategy will need to change signiﬁcantly in order to adapt to the new normal. "Fast Forward: Rethinking supply chain resilience for a post-Covid-19 world", published by Capgemini, outlines the impact of Covid-19 on supply chains, the path to recovery, and how organizations can be better prepared for future disruptions.

The Great Digital Divide: Why bringing the digitally excluded online should be a global priority

This Capgemini report on the digital divide and social exclusion showed how a lack of internet access is strongly correlated to poverty, and highlighted the importance of tackling the issue as a global priority. According to the report, even before the Covid-19 crisis, 69% of people without online access were living in poverty, and 40% of those living in poverty and lacking internet access were unable to get an internet connection because of its cost. The report, published prior to the outbreak, is even more pertinent in the current context as governments increasingly move resources online, and having internet access is becoming a prerequisite to accessing essential public services - including critical healthcare information.

1.5.3 Consolidated ﬁnancial statements

2016	2017
(in millions of euros)	reported (1)	restated (1)

2018

2019**

2020***

Revenues

12,539

12,525

13,197

14,125

15,848

Operating expenses

(11,099)

(11,032)

(11,600)

(12,384)

(13,969)

Operating margin*

1,440

1,493

1,597

1,741

1,879

% of revenues

11.5%

11.9%

12.1%

12.3%

11.9%

Operating proﬁt

1,148

1,183

1,251

1,433

1,502

% of revenues

9.2%

9.4%

9.5%

10.1%

9.5%

Proﬁt for the period attributable to owners of the Company

(2) 921

820

730

856

957

% of revenues

7.3%

6.6%

5.5%

6.0%

6.1%

Earnings per share

Average number of shares outstanding during the period

169,450,721 168,057,561 167,088,363

166,171,198 167,620,101

Basic earnings per share (in euros)

5.44

4.88

4.37

5.15,5.71

Normalized earnings per share* (in euros)

(2) 6.69

6.22

(3) 6.06

(3) 6.76

(3) 7.23

Dividend per share for the year (in euros)

1.55

1.70

1.35

1.95 (4)

Goodwill (at December 31)

7,176

6,830

7,431

7,662

9,795

Equity attributable to owners of the Company (at December 31)

7,272

6,956

7,480

8,424

6,103

(Net debt)/net cash and cash equivalents* (at December 31)

(1,413)

(1,209)

(1,184)

(600)

(4,904)

Organic free cash ﬂow* (at December 31)

1,071

1,080

1,160

1,288

1,119

Average number of employees

185,593

196,755

204,904

216,104

251,525

Number of employees (at December 31)

193,077

199,698

211,313

219,314

269,769

(1)	Only 2017 ﬁgures have been restated for the retrospective application of IFRS 15, Revenue from contracts with customers, eﬀective starting January 1, 2018.
(2)	Including tax income (net) of €180 million in respect of goodwill arising on legal restructurings.
(3)	Excluding a tax expense of €53 million in 2018, €60 million in 2019 and tax income of €8 million in 2020 due to the transitional impact of the 2017 US tax reform.
(4)	Subject to approval by the Shareholders' Meeting of May 20, 2021.
*	The alternative performance measures monitored by the Group (operating margin, normalized earnings per share, net debt/net cash and cash equivalents and organic free
cash ﬂow) are deﬁned in Note 3 - Alternative performance measures and broken down in Note 11 - Earnings per share, Note 22 - Net debt/net cash and cash equivalents
and Note 23 - Cash ﬂows.
**	2019 data reﬂects the application of IFRS 16, Leases, using the modiﬁed retrospective method.
***	2020 data reﬂects the consolidation of Altran from April 1, 2020.

1.5.4 Non‑ﬁnancial achievements 1.

2018

2019

2020

2020 scope

Share of Vice-President promotions that are women (internal promotions and external hiring)

Total number of training hours

Alignment of social impact projects towards digital inclusion

% change in greenhouse gas emissions per employee vs 2015 baseline (location

Share of operations by headcount covered by ISO 14001 certiﬁcation (% operations by headcount)

Oﬃce energy eﬃciency

Average total headcount

204,904

216,104

251,525

C+A

Number of people hired by the Group (external hiring)

61,752

63,728

47,002

C+A

Share of women in the workforce (%)

31.9

34.9 33.7

C C+A

Share of Vice-President promotions that are women (internal promotions and external hiring) (%)

Total number of training hours (millions) (1)

8.2

9.2

9.8 1.1

Alignment of social impact projects towards digital inclusion (%)

% change in greenhouse gas emissions per employee vs 2015 baseline (location-based) (%)

-- 29.9

- 71.2

Share of operations by headcount covered by ISO 14001 certiﬁcation (% operations by headcount)

91.4 31.1 80

97.8 32.7 85.9,

C+A

Oﬃce energy eﬃciency (kWh/m²)

- 151.3

- 147.3

- 136.5

97.3 116.6 89.5

C+A

Scope: (C) stands for Capgemini legacy, (A) stands for Altran legacy and (C+A) for Capgemini and Altran.

(1) Note: There has been a change in methodology in how learning hours are reported from 2018 to 2019. Only training completed in full by our employees was considered in the scope of calculation. Until 2018, even partially completed training was considered. Also, reported hours cover employees still present on December 31st of the relevant year. 2018 and 2019 data was recalculated for comparability purposes.

2.1

Company management and administration

2.1.1 history . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
2.1.2 Governance structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
2.1.3 Composition of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
2.1.4 Information on the members of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
2.1.5 Group Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
2.1.6 Transactions carried out in the company's shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67

2.2

Organization and activities of the Board of Directors

2.2.1 Organization of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
2.2.2 Activities of the Board of Directors in 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
2.2.3 Assessment of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
2.2.4 Role and composition of the four specialized board committees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76

2.3

Compensation of corporate oﬃcers

2.3.1 Directors' compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
2.3.2 Executive Corporate Oﬃcer compensation policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
2.3.3 Compensation paid in 2020 or granted in respect of 2020 to Executive Corporate Oﬃcers . . . . . . . . . . . . . . . . . . . 89
2.3.4 Stock subscription options, stock purchase options and performance shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116

Benchmark Corporate Governance Code and Board of Directors' report on Corporate Governance

The Board of Directors' report on Corporate Governance was prepared pursuant to :

- the provisions set out in the last paragraph of Article L. 225-37, Article L. 225-37-4 and Article L. 20-10-10 of the French Commercial Code (Code de commerce);
- the recommendations set out in the "Corporate Governance Code" issued jointly by AFEP and MEDEF (French private business associations) in December 2008 (recommendations immediately adopted by our Board of Directors as a benchmark) and most recently revised in January 2020 and its application guidelines ;
- as well as the rules of good governance, adopted, applied and complied with continuously by the Capgemini group since the closing of its ﬁrst ﬁscal year on December 31, 1968 (i.e. more than 50 years ago!).

This report was approved by the Board of Directors on March 18, 2021, following its review by the Compensation Committee and the Ethics & Governance Committee.

A detailed Cross-Reference Table is presented for the Corporate Governance report in Section 9.3 of the Universal Registration Document (Cross-Reference Table for the management report). Most of the information is presented in Chapter 2.

Under the "Comply or Explain" rule provided for in Article L. 20-10-10 4° of the French Commercial Code and stipulated in Article 27.1 of the AFEP-MEDEF Corporate Governance Code for listed companies revised in January 2020, the Company considers that its practices comply fully with the recommendations of the AFEP-MEDEF Code.

The most recent version of the AFEP-MEDEF Code updated in January 2020 and its application guidelines may be consulted atwww.afep.com and www.medef.com

2.1 Company management and administration

2.1.1 History

The Capgemini group was founded over 50 years ago in 1967 by Mr. Serge Kampf, who was still honorary Chairman and Vice-Chairman at the time of his death on March 15, 2016. Capgemini was marked by his quite exceptional personality. he was an exceptional entrepreneur and a captain of industry the likes of which are rarely seen. In 1967, he was among the ﬁrst to understand the role of an IT services company. he had taken the Group to the top of its sector when he handed Mr. Paul hermelin the Executive Management of the Group in 2002, followed by the Chair of the Board in 2012. he built the Group based on principles that still apply today: a spirit of enterprise, a passion for clients, an obsession to help employees grow, ethical conduct at all times and performance at its best.

The story of this half-century can be split into four major periods: - period one (1967‑1996):

29 years of independence

Sogeti was created in Grenoble in October 1967 as a "traditional" limited liability company, managed nearly 30 years by the same Chairman and Chief Executive Oﬃcer, Mr. Serge Kampf, its founder and the uncontested leader of a brilliant team of managers that he formed around him and never ceased to promote. Fully conscious that the Group - if it were to attain the increasingly ambitious objectives that he set each year - could not restrict much longer its ﬁnancial capacities to those of its founding Chairman, Mr. Serge Kampf ﬁnally accepted in January 1996 under friendly pressure from the two other "main" shareholders (CGIP, a partner since 1988 and Daimler Benz, shareholder since 1991):

- to propose to the Shareholders' Meeting of May 24, 1996 the merger-absorption within Capgemini of the two holding companies that had until then enabled him to retain majority control;
- to participate (personally in the amount of FRF 300 million) in a share capital increase of FRF 2.1 billion, with the balance subscribed in equal parts (FRF 900 million) by Daimler and CGIP;
- and ﬁnally to transfer the head oﬃce from Grenoble to Paris. In May 1996, at the end of this initial period, the Group had 25,000 employees (7,000 in France, nearly 4,000 in the United States, some 12,000 in the triangle formed by the UK, Benelux and the Nordic countries and around 2,000 across approximately 10 other countries) - a 625-fold increase on its initial headcount! - and reported annual revenues of approximately FRF 13 billion (€2 billion), i.e. per capita revenues of around FRF 520,000 (€80,000). - period two (1996‑2002):
a changing shareholding structure

On May 24, 1996, as announced in January to key Group managers, Mr. Serge Kampf presented his proposals to the Shareholders' Meeting which adopted them with a large majority. Just after, a two-tier structure - more familiar to the German shareholder than the French société anonyme - was introduced for a four-year period, with Mr. Serge Kampf as Chairman of the Management Board and Mr. Klaus Mangold (Daimler-Benz) as Chairman of the Supervisory Board. One year later, following Daimler-Benz's decision to refocus on its core businesses (a decision conﬁrmed soon after by the spectacular takeover of Chrysler), this latter was replaced by Mr. Ernest-Antoine Seillière, Chairman of CGIP (now the principal shareholder of the Group, with 30% of the share capital). At the end of this four-year period, the Shareholders' Meeting of May 23, 2000 held to approve the 1999 ﬁnancial statements decided not to renew this two-tier governance structure and to reinstate Mr. Serge Kampf in his duties as Chairman and Chief Executive Oﬃcer and to create at his request a position of general manager, which had never really existed within the Group. The ﬁrst holder of this position was Mr. Geoﬀ Unwin, already considered to be the Group's number two within the Management Board.

At the end of the 1990s, having recovered its independence, Capgemini beneﬁted fully from the euphoria generated by the "internet bubble", the Year 2000 and the birth of the Euro. The Group had great ambitions. A major milestone was reached in 2000 with the acquisition of Ernst & Young Consulting, making Capgemini a new global leader in its sector and consolidating its positions in the United States. however, the Group was hit hard by the 2001 economic crisis triggered by the burst of the internet bubble and diﬃculties integrating Ernst & Young Consulting.

In December 2001, after a difficult year whose disappointing results only conﬁrmed the threat of recession hanging over the global economy at that time, the Group had 55,000 employees and reported annual revenues of around €7 billion, i.e. per capita revenues of approximately €125,000, more than 50% above that of the ﬁrst period but merely the reﬂection of the incorporation in the headcount in May 2000 of 16,643 consultants from Ernst & Young.

Taking note of the decision made - and confirmed - by Mr. Geoﬀ Unwin to retire in the near future, the Board of Directors decided, at the recommendation of its Chairman, to appoint as his replacement Mr. Paul hermelin, who became Group general manager alongside Mr. Serge Kampf, Chairman and Chief Executive Oﬃcer, on January 1, 2002.

- period three (2002‑2012): a well‑prepared transfer of power

On July 24, 2002, Mr. Serge Kampf took the initiative to recommend to the Board of Directors - which accepted - to separate the functions of Chairman and Chief Executive Oﬃcer, as recently made possible by the New Economic Regulations Law (NRE). he considered that after creating, expanding, leading and managing the Group for 35 years, the time had come for him to give more power and visibility to the person he considered the best qualiﬁed to succeed him one day. This two-man team operated eﬃciently and in harmony for 10 years, although, according to Mr. Serge Kampf, this was due more to the relationship of trust, friendship and mutual respect between the two individuals than what the NRE says regarding the respective roles, powers and responsibilities of the Chairman and the Chief Executive Oﬃcer.

Despite the heavy storm which battered the Group during the ﬁrst four years of this period, the Group invested considerable sums in major restructuring operations, the most obvious outcome of which was the reinvigoration of all Group companies: for example, at the end of 2011, the Group had 120,000 employees (compared with 55,000 employees 10 years previously) and reported revenues of €10 billion compared with €7 billion in 2001.

- period four (2012 to this day): a new dimension for the Group

Capgemini has had the same goal since 1967: helping businesses to be more eﬃcient, innovative and agile through technology. Since its foundation, Capgemini has been known for its boldness, and its desire to build, develop and help its employees grow, to best serve its clients.

On April 4, 2012, as he had already implied two years previously on the renewal of his term of oﬃce, Mr. Serge Kampf informed directors that "after having enjoyed the beneﬁts of separation for 10 years" he had decided to place this oﬃce back in the hands of the Board of Directors. he recommended a return at this time to the "standard" method of governance (that of a company in which the duties of Chairman and Chief Executive Oﬃcer are exercised by the same individual) and the appointment as Chairman and Chief Executive Oﬃcer of the current Chief Executive Oﬃcer, Mr. Paul hermelin, who had widely demonstrated, throughout a "probationary period" of a rather exceptional length, his ability to hold this role.

At its meeting of April 4, 2012, the Board followed these recommendations and solemnly conferred on Mr. Serge Kampf the title of "honorary Chairman" and function of Vice-Chairman, which he retained until his death on March 15, 2016. At the Shareholders' Meeting of May 24, 2012, Mr. Serge Kampf passed the torch to Mr. Paul hermelin, who became Chairman and Chief Executive Oﬃcer of Capgemini. "The Group is assured to continue its great story", emphasized its founder at this time. The Shareholders' Meeting gave a standing ovation in honor of Mr. Serge Kampf's immense contribution to the development and reputation of the Company. Since the appointment of Mr. Paul hermelin as Chief Executive Oﬃcer in 2002 and then as Chairman and Chief Executive Oﬃcer in 2012, and the return to growth in 2004, the Group has set a course for new horizons. Firstly geographic, with expansion in India, the keystone of the Group's industrialization process. Two major milestones were reached with the acquisition of Kanbay in 2007 followed by IGATE in 2015, both US Financial Services specialists with a strong presence in India. The Group also expanded in Brazil, taking control of CPM Braxis in 2010, a leading Brazilian player. These new horizons are also technological. The Group launched new oﬀerings integrating major changes such as Cloud computing, Digital and big data and meeting cyber security challenges.

In 2018, the Group remodeled its organization in line with the new ambitions set by the Board of Directors and Group Management: the maturity achieved by all the business lines now enables the Group to be organized around the client relationship. This organization

2.1.2 Governance structure

BALANCED GOVERNANCE, TAILORED TO CAPGEMINI'S SPECIFIC REQUIREMENTS

The Company's Board of Directors seeks to implement a balanced governance structure tailored to Capgemini and able to adapt to the circumstances and challenges speciﬁc to the Group, as well as changes in best practices in this area. It chooses between two general management approaches: combining or separating the duties of Chairman of the Board and Chief Executive Oﬃcer.

Change in governance method - management succession prepared since 2017

Governance method since May 2020

Between May 2012 and May 2020 the Board of Directors implemented a governance structure combining together the duties of Chairman and Chief Executive Oﬃcer, exercised by Mr. Paul hermelin.

In 2012 and then in May 2014 and May 2018 on the renewal of Mr. Paul hermelin's terms of oﬃce, the Board considered this method of governance combining together the duties of Chairman of the Board of Directors and Chief Executive Oﬃcer to be the most appropriate.

As part of the management succession launched as early as 2017, the Board of Directors considered in 2018 that the continued combination of the duties of Chairman of the Board of Directors and Chief Executive Officer enabled both preparations to be made for the future and coherence and consistency between the Board of Directors and Group Management to be maintained throughout the management transition phase announced during the 2018 Shareholders' Meeting and to terminate at the end of the 2020 Shareholders' Meeting with the separation of the duties of Chairman and Chief Executive Oﬃcer.

enables Capgemini to better draw on the full range of its expertise and develops synergies between businesses, oﬀerings and the geographical areas where the Group serves its clients.

Following the acquisition in April 2020 of Altran, a global leader in engineering and R&D services, Capgemini and Altran formed a global digital transformation leader for industrial and tech companies, ready to deploy the full promise of Intelligent Industry. This new group enjoys a unique position for bringing the power of new technologies and data to leading industrial and technology players across the globe.

It was in this dynamic context that the Board of Directors' meeting of September 16, 2019 chose Mr. Aiman Ezzat, Chief Operating Oﬃcer, to succeed Mr. Paul hermelin as Chief Executive Oﬃcer at the end of the Shareholders' Meeting of May 20, 2020. This decision was taken after a management succession internal process launched in 2017. A governance structure separating the duties of Chairman and Chief Executive Oﬃcer, under which Mr. Paul hermelin remained Chairman of the Board and Mr. Aiman Ezzat became Chief Executive Oﬃcer of the Company, as the sole Executive Corporate Oﬃcer, was therefore implemented by the Board of Directors following the Shareholders' Meeting of May 20, 2020. With this new governance structure, Capgemini will write the next Chapter in its history with the passion and collective energy that characterize the Group, and continue making Capgemini a global and responsible leader in its sector.

The Board of Directors also considered that a satisfactory balance of power existed within the Board of Directors. The Board noted in particular:

the role of the Lead Independent Director, entrusted with speciﬁc prerogatives and duties since Mai 2014;

- the presence of a large majority of Independent Directors on the Board;
- the existence of four specialized board committees with diﬀerent remits encompassing Audit & Risk, Compensation, Ethics & Governance and Strategy & CSR; and
- the restrictions introduced by the Board of Directors' Charter on the powers of the Chief Executive Oﬃcer by requiring the prior approval by the Board of Directors of major strategic decisions and decisions likely to have a material impact on the Company.

Management succession

A management succession internal process was launched in 2017 by the Board of Directors at the initiative of Mr. Paul hermelin, Chairman and Chief Executive Oﬃcer. Following a review of the Group's key talents and external candidates based on an assignment conducted by an external consultant and individual meetings, the Board of Directors, on the proposal of Mr. Paul hermelin and the Ethics & Governance Committee, appointed Messrs. Thierry Delaporte and Aiman Ezzat as Chief Operating Oﬃcers with eﬀect from January 1, 2018. The Vice-Chairman of the Board and Chairman of the Strategy & Investment Committee (renamed the Strategy & CSR Committee in March 2019), Mr. Daniel Bernard, was tasked with preparing the changes in the Group's governance. he was assisted by an ad hoc committee comprising Mr. Xavier Musca (Chairman of the Audit & Risk Committee) (who replaced Mr. Bruno Roger in the ad hoc committee from May 2018), Mr. Pierre Pringuet (Chairman of the Ethics & Governance Committee and Lead Independent Director) and himself.

At its meeting of September 16, 2019, the Board of Directors chose Mr. Aiman Ezzat, Chief Operating Oﬃcer, to succeed Mr. Paul hermelin as Chief Executive Oﬃcer at the end of the Shareholders' Meeting of May 20, 2020. In line with this new governance structure, the Board

of Directors decided on December 4, 2019, at the recommendation
of the Ethics and Governance Committee, to terminate the term
of oﬃce of Mr. Thierry Delaporte as Chief Operating Oﬃcer with eﬀect from December 31, 2019.

Current governance structure

It is in this context that the Board of Directors meeting following the Shareholders' Meeting of May 20, 2020, unanimously decided, at the recommendation of the Ethics & Governance Committee, to separate the duties of Chairman and Chief Executive Oﬃcer with immediate eﬀect. During this meeting, Mr. Paul hermelin was conﬁrmed as Chairman of the Board of Directors for the remainder of his term of oﬃce as director, and Mr. Aiman Ezzat was appointed Chief Executive Oﬃcer for his term of oﬃce as director.

The Board of Directors considered that the separation of the duties of Chairman and Chief Executive Oﬃcer was the most appropriate governance model for the Company in the context of the management succession. It wished the Company to continue to beneﬁt from Mr. Paul hermelin's expertise and experience and his in-depth knowledge of the Group, thereby ensuring a smooth management hand-over. The Board of Directors also decided to extend the duties entrusted to the Chairman of the Board of Directors during a management hand-over phase not exceeding two years and terminating at the end of the 2022 Shareholders' Meeting (see below, Role and duties of the Chairman of the Board of Directors).

In addition, the Board of Directors also decided to retain the position of Lead Independent Director for as long as the duties of Chairman of the Board are assumed by a director who is not independent as deﬁned by the AFEP-MEDEF Code to which the Company adheres (see below for further information on his role and duties).

Powers of the Chief Executive Oﬃcer

Since May 20, 2020, Mr. Aiman Ezzat carries out the duties of Chief Executive Oﬃcer of the Company.

In accordance with Article 15-4 of the Company's bylaws, the Chief Executive Oﬃcer has the most extensive powers to act in all circumstances in the name of the Company. he exercises these powers within the limit of the corporate purpose and subject to the powers expressly entrusted by law to Shareholders' Meetings and the Board of Directors. he represents the Company in its dealings with third parties.

Limits on the powers of the Chief Executive Oﬃcer

The Charter stipulates that the Chief Executive Oﬃcer must seek and obtain prior approval from the Board of Directors for any decision which is of major strategic importance or which is liable to have a material impact, either directly or indirectly, on the ﬁnancial position or commitments of the Company or those of one or more of its principal subsidiaries. This applies in particular to:

- the draft annual budget prepared in accordance with the three-year plan;
- the approval of the annual investment and divestment budget;
- the conclusion of material strategic alliances;

- acquisitions or disposals of assets or investments not recorded in the annual investment budget, individually worth more than €100 million, or for smaller investments, resulting in the €300 million cumulative annual ceiling being exceeded;
- ﬁnancial transactions with a material impact on the Company ﬁnancial statements or the consolidated ﬁnancial statements of the Group and particularly issues of securities granting access to the Company's share capital or market debt instruments;
- the grant to employees of incentive instruments granting access to the Company's share capital and particularly performance shares;
- material internal reorganization transactions;
- material changes to the scope or range of businesses;
- increases or decreases in the share capital of a direct subsidiary of Capgemini, concerning an amount in excess of €50 million;
- speciﬁc authorizations concerning the granting of pledges, security and guarantees, other than the delegation of authority granted annually to him up to the maximum amount set by the Board of Directors.

The limits on the powers of the Chief Executive Oﬃcer also apply, where applicable, to the Chief Operating Oﬃcers.

Role and duties of the Chairman of the Board of Directors

Since May 20, 2020, Mr. Paul hermelin carries out the duties of Chairman of the Board of Directors.

In accordance with Article 14.2 of the Company's bylaws and the Board of Directors' Charter, the Chairman of the Board of Directors chairs meetings of the Board of Directors. he prepares, organizes and leads the work of the Board of Directors and sets the agenda of meetings. he oversees the proper operation of the Company's bodies and the correct implementation of Board decisions and ensures that directors are able to carry out their duties and have all information necessary for this purpose.

he is regularly informed by the Chief Executive Oﬃcer of major events involving the Group and may request him to provide any speciﬁc information to advise the Board and its Committees.

The Chairman of the Board of Directors is the only person authorized to speak on behalf of the Board, with the exception of any speciﬁc assignment entrusted to the Lead Independent Director pursuant to the dialogue with shareholders provided for in the Board of Directors' Charter.

The Chairman of the Board of Directors reports on the work of the Board of Directors to Shareholders' Meetings which he chairs.

Furthermore, given Mr. Paul hermelin's experience and expertise and his in-depth knowledge of the Group, the Board of Directors decided, on the implementation of the separated governance structure, to extend the duties entrusted to the Chairman of the Board of Directors during a management hand-over phase not exceeding two years and terminating at the end of the 2022 Shareholders' Meeting.

The Chairman of the Board of Directors chairs and leads the Strategy and CSR Committee.

he can represent the Group, notably with bodies, institutions and public authorities, as well as with the Group's various strategic stakeholders.

The Chairman of the Board of Directors shall devote his best eﬀorts to promoting the Group's values, culture and reputation.

he organizes his activities to guarantee his availability and place his experience at the service of the Group. At the initiative of the Chief Executive Oﬃcer, he can represent the Group with the Group's major customers and partners. At the invitation of the Chief Executive Oﬃcer, he can also attend internal meetings and provide his insight on strategic challenges.

In all his assignments other than those conferred by law, the Chairman of the Board of Directors acts in close conjunction with the Chief Executive Oﬃcer, who has responsibility for the general and operational management of the Company.

Lead Independent Director

As part of the constant drive to improve governance within the

Company, the position of Lead Independent Director was created in May 2014 and entrusted to Mr. Daniel Bernard. Since the appointment of Mr. Daniel Bernard as Vice-Chairman of the Board of Directors in May 2017, the duties of Lead Independent Director are exercised by Mr. Pierre Pringuet, an Independent Director.

The Board of Directors' Charter states that when the functions of Chairman of the Board of Directors and Chief Executive Oﬃcer are exercised by the same person, the Board of Directors appoints a Lead Independent Director. In the case of separation of the duties of Chairman of the Board of Directors and Chief Executive Oﬃcer, the Board of Directors may also choose to appoint a Lead Independent Director. This appointment is essential when the Chairman of the Board of Directors is not an Independent Director as deﬁned by the AFEP-MEDEF Code.

The duties of the Lead Independent Director are entrusted by the Board to the Chairman of the Ethics & Governance Committee, elected by the Board of Directors from among its members classiﬁed as independent. The duties of Lead Independent Director and Chairman of the Ethics & Governance Committee may be revoked at any time by the Board of Directors.

As for any other director, the Lead Independent Director may be a member of one or more specialized board committees in addition to the Ethics & Governance Committee that he chairs. he may also attend the meetings of specialized board committees of which he is not a member.

During the last Board assessments, the directors expressed their full satisfaction with the creation of the position of Lead Independent Director, the role and activities enabling the balance desired by the Board to be achieved, in line with best governance practices.

Duties of the Lead Independent Director

In accordance with the Board of Directors' Charter and the decisions of the Board of Directors, the Lead Independent Director has the following duties:

- he is consulted by the Chairman of the Board of Directors on the proposed Board meeting schedule presented for the approval of the Board and on the draft agenda for each meeting of the Board of Directors;
- he can propose to the Chairman the inclusion of items on the agenda of Board of Directors' meetings at his own initiative or at the request of one of more Board members;
- he can bring together Board members in the absence of Executive Corporate Oﬃcers in so-called "executive sessions", at his own initiative or at the request of one of more Board members, to discuss a speciﬁc agenda; he chairs any such sessions;
- he leads the assessment of the composition and performance of the Board of Directors and its Specialized committees;
- he steers the search for and selection of new directors;
- he chairs meetings of the Board of Directors convened to assess the performance and/or compensation of the Chairman and Chief Executive Oﬃcer or the Chairman where these duties are separated;
- he holds regular discussions with the other directors to ensure they have the means necessary to perform their duties in a satisfactory manner and in particular that they receive suﬃcient information prior to the Board meetings;
- he conducts speciﬁc reviews to verify the absence of conﬂicts of interest within the Board of Directors;
- he may be called on, at the request of the Chairman, to communicate with Company shareholders on governance and Executive Corporate Oﬃcer compensation issues and informs the Chairman and the members of the Board of
Directors of any contacts he may have in this respect;
- he reports on his actions to the Annual Shareholders' Meeting. The Lead Independent Director is assisted by the Board Secretary in the administrative tasks relating to his duties.

The report on his work in 2020 is presented in Section 2.2.2 (Activities of the Board of Directors in 2020).

Accordingly, the Group's governance enjoys an active, diligent and independent Board of Directors with a collective approach to its organization and the vigilant authority of a Lead Independent Director with speciﬁc powers and duties.

2.1.3 Composition of the Board of Directors

At December 31, 2020, the Capgemini SE Board of Directors has 15 members, including 13 members elected by Shareholders' Meeting and two members appointed in accordance with the employee representation system. 75% of its members are independent, 27% have international proﬁles and 42% are women. Directors are appointed for a period of four years. Directors are appointed by the Shareholders' Meetings, or in the case of employee directors, in accordance with the Company's bylaws.

Further information on the provisions of the bylaws governing the Board of Directors is presented in Section 8.1.17.

Composition of the Board - a range of proﬁles and experience

Board of Directors composition policy and objectives

It is the Board of Directors' policy to regularly assess its composition and the various areas of expertise and experience contributed by each of its members. It also regularly identiﬁes the direction to be taken to ensure the best possible balance with regards to international development and the diversity of the Group's employees, changes in its shareholding base and the various challenges facing Capgemini. It ensures that the Board retains a range of experience and nationalities and respects gender balance, while ensuring the commitment of all directors to the Group's fundamental values. To this end, the work of the Ethics & Governance Committee, chaired by the Lead Independent Director is invaluable.

Objective

International diversiﬁcation to reﬂect changes in the Group's geographical spread and businesses

The appointment of Ms. Belen Moscoso del Prado as a member of the Board of Directors and the renewal of the term of oﬃce of Ms. Siân herbert-Jones, a British citizen, by the Shareholders' Meeting of May 20, 2020, furthered the international diversiﬁcation of the Board's composition.

Ms. Belen Moscoso del Prado is a Spanish citizen and resides in France.

Diversiﬁcation of proﬁles and expertise

Staggered renewal of terms of oﬃce

Terms of oﬃce continued to be renewed on a staggered basis with the various nominations made during the 2020 Shareholders' Meeting. One of the two director oﬃces expiring was renewed and two new directors were appointed.

Maintenance of a measured number of directors enabling coherence and collective decision-making

The Board of Directors decided to adopt the following objectives for its composition for the period 2018-2022:

(i) international diversiﬁcation to reﬂect changes in Capgemini's geographic spread and businesses;

(ii) diversity of proﬁles and expertise;
(iii) staggered renewal of terms of oﬃce;
(iv) maintenance of a measured number of directors enabling coherence and collective decision-making.

Implementation in 2020 of the 2018‑2022 objectives and results

The following table summarizes the implementation in 2020 of the various objectives regarding the Board of Directors' composition. These objectives do not include directors representing employees and directors representing employee shareholders, who are appointed in accordance with speciﬁc legal provisions.

Implementation and results in 2020

The appointment of Ms. Belen Moscoso del Prado to the Board enriched the diversity of its proﬁles and added solid experience in the ﬁeld of innovation and transformation applied to Digital and Data strategy in global groups.

In 2020, the number of directors increased from 14 to 15, due to the arrival on the Board of Directors of Mr. Aiman Ezzat, who was appointed Chief Executive Oﬃcer as part of the separated governance system implemented on May 20, 2020. The Board of Directors considers that this number enables the collective momentum of the Board to be maintained.

More detailed information can be found in the presentation of changes in the Board of Directors' composition.

Director selection process

The Independent Director selection process is led by the Lead Independent Director and Chairman of the Ethics & Governance Committee.

When one or more directorships become vacant, or more broadly when the Board of Directors wishes to expand or modify its composition, the Ethics & Governance Committee documents and ranks the selection criteria for potential candidates, taking account of the desired balance and diversity of the Board's composition. The Committee takes into account the diversity policy and the 2018-2022 objectives deﬁned by the Board of Directors, as presented above.

Based on these criteria, the Committee Chairman steers the search for and selection of new directors, where appropriate with the assistance of an external consultant, and conducts the necessary veriﬁcations.

The members of the Ethics & Governance Committee then interview the candidates and issue a recommendation to the Board of Directors. The Chairman of the Board of Directors and the Chief Executive Oﬃcer are involved in the selection process.

In preparation of the 2020 Shareholders' Meeting, the Ethics & Governance Committee focused on furthering the international diversiﬁcation of the Board of Directors and increasing the number of women directors, as well as adding digital expertise.

A specific selection process exists for directors representing employees and directors representing employee shareholders, in accordance with prevailing regulations. For more detailed information, please refer to Section 8.1.17.

Experience & expertise represented

The change in the composition of the Board of Directors in recent years, has enabled the replacement of a large number ofits members, increasing the number of independent and female directors and reducing the average age. The Board has also included a representative of employee shareholders since 2012 and two employee representatives since September 2016, further contributing to the range of experience and viewpoints.

The Board comprises individuals from diverse and complementary professional and cultural backgrounds, true to the Group's history and values. This enables it to perform its duties collectively and in an open manner.

The experience and expertise brought to the Board by each director at the date of this Universal Registration Document can be summarized as follows.

Main experience & expertise

Paul HERMELIN	Chief Executive Oﬃcer of the Group until May 20, 2020
Chairman of the Board of Directors
Aiman EZZAT	Chief Executive Oﬃcer of the Group
Chief Executive Oﬃcer and Director
Daniel BERNARD	Governance of listed companies in France-UK/Executive positions in leading international
Vice-Chairman of the Board of	groups/Retail/Technologies & Digital/Strategy
Directors
Anne BOUVEROT	Technologies & Digital (identity and security)/Experience in international organizations
Director	(USA-UK)/CSR/Finance
Xiaoqun CLEVER	Technologies & Digital/Experience in international organizations (Asia/Central Europe)/
Director	Finance
Laurence DORS	Executive positions in leading international groups/Governance of listed companies and
Director	executive compensation/Finance/Consulting/CSR & Ethics
Siân HERBERT-JONES	Finance & audit/External growth strategy and transactions/Executive positions in leading
Director	international groups/Services/Consulting
Hervé JEANNIN	Technologies & Digital/Employee perspective/Considerable knowledge of Capgemini
Director representing employees	group and its businesses/Employee relations
Kevin MASTERS	Technologies & Digital/Employee perspective/Considerable knowledge of Capgemini
Director representing employees	group and its businesses/Employee relations
Belen MOSCOSO DEL PRADO	Technologies & Digital/Experience in international organizations/Services/Consulting
Director
Xavier MUSCA	Executive positions in leading international groups/Finance & Economy/Banking &
Director	Insurance/Services/Retail
Frédéric OUDÉA	Executive positions in leading international groups/Finance & Economy/Banking &
Director	Insurance/Services/Retail
Patrick POUYANNÉ	Executive positions in leading international groups/Strategy, macroeconomic and
Director	geopolitical challenges/Energy/Retail
Pierre PRINGUET	Governance of listed companies and executive compensation/Executive positions in
Lead Independent Director	leading international groups/External growth strategy and transactions/Consumer goods
Lucia SINAPI-THOMAS	Finance/Employee perspective/Considerable knowledge of the Capgemini group and its
Director representing employee	businesses
shareholders

See Section 2.1.4 of this Universal Registration Document for an overview of the Board of Directors, including the experience and expertise brought by each director to the Board, followed by a detailed individual presentation of directors at December 31, 2020.

Changes in the composition of the Board in 2020

Shareholders' Meeting of May 20, 2020

The Board of Directors of Capgemini SE, meeting on March 11, 2020 under the chairmanship of Mr. Paul hermelin, Chairman and Chief Executive Oﬃcer, and on the report of the Ethics & Governance Committee, deliberated on changes in the composition of the Board of Directors at the Shareholders' Meeting of May 20, 2020.

Ms. Laura Desmond did not seek the renewal of her term of oﬃce.

In line with the Board of Directors' ambition to further the international diversiﬁcation of its composition, deepen its industry expertise and enrich the diversity of its proﬁle s, the Shareholders' Meeting of May 20, 2020 appointed Ms. Belen Moscoso del Prado as an Independent Director for a term of four years and renewed the term of oﬃce of Ms. Siân herbert-Jones, an Independent Director, also for a period of four years.

As part of the employee representation systems, the term of oﬃce of Ms. Lucia Sinapi-Thomas, a director representing employee shareholders, was renewed by the Shareholders' Meeting of May 20, 2020 for a period of four years. Mr. hervé Jeannin was appointed as a director representing employees to replace Mr. Robert Fretel, and the term of oﬃce as a director representing employees of Mr. Kevin Masters was also renewed. Both directors were appointed for a period of four years commencing May 20, 2020.

In addition, as part of the management succession announced on September 16, 2019, the Shareholders' Meeting appointed Mr. Aiman Ezzat as a director for a period of four years.

At the end of this Shareholders' Meeting, the Board of Directors appointed Mr. Aiman Ezzat as Chief Executive Oﬃcer and conﬁrmed Mr. Paul hermelin as Chairman of the Board of Directors in accordance with the decision to separate the duties of Chairman and Chief Executive Oﬃcer with eﬀect from May 20, 2020.

Summary of changes in 2020

Board of DirectorsAudit & Risk Committee

Ethics & Governance Committee

Compensation CommitteeStrategy & CSR Committee

Departures

Laura Desmond

Director

(AGM 05/20/2020)

Robert Fretel

Director representing employees

(05/20/2020)

Anne Bouverot

(05/20/2020)

Laura Desmond

(05/20/2020)

Robert Fretel

(05/20/2020)

At December 31, 2020, the Board of Directors therefore comprised 15 directors, with 75% of Independent Directors and 42% of female directors (the directors representing employees and employee shareholders are not taken into account in calculating these percentages).

Upcoming changes in the composition of the Board

The Board of Directors of Capgemini SE, meeting on March 18, 2021 under the chairmanship of Mr. Paul hermelin, Chairman of the Board of Directors, and on the report of the Ethics & Governance Committee, deliberated on the change in the composition of the Board of Directors proposed at the upcoming Shareholders' Meeting of May 20, 2021.

The Board of Directors decided to propose to the 2021 Shareholders' Meeting the renewal of the term of oﬃce of Mr. Patrick Pouyanné and the appointment of Ms. Tanja Rueckert and Mr. Kurt Sievers as members of the Board of Directors for a term of four years, Ms. Bouverot, Mr. Bernard and Mr. Pringuet having expressed their wish not to renew their terms of oﬃce. These proposals are in line with the Group's ambition to further the internationalization of its composition, deepen its sector expertise and enrich the diversity of its proﬁles.

Ms. Tanja Rueckert, a German citizen, has acquired throughout her career, solid experience in the software sector as an executive leading business units of international groups and expertise in several ﬁelds including the Internet of Things (IoT), artiﬁcial intelligence and digital transformation.

Mr. Kurt Sievers, a German citizen, has management experience in a leading international group in the semiconductor sector, at the heart of the Intelligent Industry's development. he also brings to

Appointments

Aiman Ezzat

Director

(AGM 05/20/2020)

Hervé Jeannin

Director representing employees

(05/20/2020)

Belen Moscoso del Prado

Director

(AGM 05/20/2020)

- -

Belen Moscoso del Prado

(05/20/2020)

Paul Hermelin appointed

Committee Chairman (05/20/2020)

Aiman Ezzat

(05/20/2020)

Hervé Jeannin

(05/20/2020)

Renewals

Siân Herbert‑Jones

Director

(AGM 05/20/2020)

Kevin Masters

Director representing employees

(05/20/2020)

Lucia Sinapi‑Thomas

Director representing employee shareholders

(AGM 05/20/2020)

Siân Herbert‑Jones

(05/20/2020)

Kevin Masters

(05/20/2020)

Lucia Sinapi‑Thomas

(05/20/2020)

-the Board his expertise in the automobile sector, technology and artiﬁcial intelligence, and his knowledge of North America and American Corporate Governance.

The Board of Directors has indicated that Ms. Tanja Rueckert and Mr. Kurt Sievers are considered independent pursuant to the criteria of the AFEP-MEDEF Code to which the Company refers.

The Board of Directors warmly thanked Ms. Anne Bouverot, Mr. Daniel Bernard and Mr. Pierre Pringuet for their contribution to the work of the Board and its Committees during their tenure and welcomed in particular the role played by the Vice-Chairman and the Lead Independent Director in the management succession that took place in May 2020.

Assuming the adoption of these resolutions by the Shareholders' Meeting of May 20, 2021, the composition of the Board of Directors will decrease to 14 directors, including two directors representing employees and one director representing employee shareholders. 82% of its members will be independent (1), 43% will have international proﬁles and 45% will be women (1).

Independence of the Board of Directors Independence criteria

In accordance with the deﬁnition of independence adopted by the AFEP-MEDEF Code, a director is independent when he/she has no relationship with the Company, the Group or its Management, that is likely to impair his/her judgment.

The following criteria are examined, initially by the Ethics & Governance Committee and then by the Board, to determine whether a director is independent (Article 9.5 of the AFEP-MEDEF Code):

The directors representing employees and employee shareholders are not taken into account in calculating this percentage, in accordance with the provisions of the AFEP-MEDEF Code and the French Commercial Code.

is not and has not been during the course of the previous ﬁve years:

- an employee or Executive Corporate Oﬃcer of the Company,
- an employee or Executive Corporate Oﬃcer or director of a company that the Company consolidates,
- an employee or Executive Corporate Oﬃcer or director of the Company's parent company or a company that this parent company consolidates;

- is not an Executive Corporate Oﬃcer of a company in which the Company holds directly or indirectly a directorship or in which an employee designated as such or an Executive Corporate Oﬃcer of the Company (currently or within the last 5 years) holds a directorship;
- is not a customer, supplier, corporate bank, ﬁnancing bank or advisor:
- - material for the Company or its Group,
- - or for which the Company or its Group represents a material share of activity;
- does not have close family ties with a corporate oﬃcer;
- has not been the statutory auditor of the Company in the last 5 years;
- has not been a director of the Company for more than twelve years (the status of Independent Director is lost on the date of the twelve-year anniversary).

Ratio and Calculation rules

In companies with widely-held share capital, such as Capgemini SE, the AFEP-MEDEF Code recommends that at least one-half of Board members should be independent.

Directors representing employee shareholders and directors representing employees are not included when calculating the

Board's independence, in accordance with the provisions of the AFEP-MEDEF Code. Accordingly, the percentage of independent directors on the Capgemini SE Board of Directors at the date of this Universal Registration Document, is calculated based on 12 members and not the full 15 members of the Board.

Review of director independence by the Board of Directors Based on the report of the Ethics & Governance Committee, the Board of Directors examined the personal situation of each of the members of the Board of Directors with regard to the AFEP-MEDEF Code independence criteria set-out above during its meeting of February 17, 2021.

The following table summarizes the classiﬁcation adopted for each director following this review, for the 12 directors included in the calculation of the Board's independence ratio in accordance with the AFEP-MEDEF Code.

the statutory	Has not
auditor of	been a
or Executive	No material	No	the Company	director for
Corporate	No cross‑	business	family	in the last	more than
Oﬃcer	directorships	relationships	ties	5 years	12 years	Classiﬁcation
Paul hermelin	x	√	√	√	√	x	Not independent
Aiman Ezzat	x	√	√	√	√	√	Not independent
Daniel Bernard	√	√	√	√	√	x	Not independent
Anne Bouverot	√	√	√	√	√	√	Independent
Xiaoqun Clever	√	√	√	√	√	√	Independent
Laurence Dors	√	√	√	√	√	√	Independent
Siân herbert-Jones	√	√	√	√	√	√	Independent
Belen Moscoso del Prado	√	√	√	√	√	√	Independent
Xavier Musca	√	√	√	√	√	√	Independent
Frédéric Oudéa	√	√	√	√	√	√	Independent
Patrick Pouyanné	√	√	√	√	√	√	Independent
Pierre Pringuet	√	√	√	√	√	√	Independent
TOTAL

Is not and has not been within the last 5 years, an employee

x √

Independence criteria not met. Independence criteria met.

Based on the independence criteria set out above, the Board considered that 9 of its 12 members (excluding directors representing employees and employee shareholders), i.e. 75%, could be considered independent:

Anne Bouverot, Xiaoqun Clever, Laurence Dors, Siân herbert-Jones, Belen Moscoso del Prado, Xavier Musca, Frédéric Oudéa, Patrick Pouyanné and Pierre Pringuet.

Has not been

9 INDEPENDENT DIRECTORS (75%)

Speciﬁc review by the Board of Directors of the business relationship criteria between Capgemini group and its directors

During its annual review of the independence of directors, the Board of Directors examined, in particular, any business relationships between Capgemini group and each director or company with which they are associated, in order to assess the materiality of these relationships.

This assessment was conducted with regard to both quantitative and qualitative criteria.

The quantitative assessment was based on a statement of business ﬂows between Capgemini group and entities that are suppliers and/or clients of Capgemini and that have directors in common with Capgemini SE.

This analysis is supplemented by a review of more qualitative and contextual items reﬂecting the situations examined, such as negotiation terms and conditions for the delivery of services, the organization of the relationship between stakeholders and the relevant director's position in the contracting company and the existence of a long-term relationship or a position of potential economic dependence.

This review is one of the speciﬁc activities conducted by the Lead Independent Director as part of the procedure to assess the absence of conﬂict of interest (see below).

After assessing the above criteria and based on the work of the Ethics & Governance Committee, the Board of Directors concluded as follows:

in 2020, Capgemini SE and its subsidiaries have, in the normal course of business, delivered services to and/or received services from companies in which certain of its independent directors are executives or directors;

- in addition, Capgemini SE received some services from companies in which certain of its independent directors are executives or directors in the context of the Altran Technologies public tender oﬀer. These agreements were classiﬁed as regulated agreements due to the non-current nature of the acquisition project (see pages 316 and 338 for a description of these agreements);

nonetheless, to the extent that the services were contracted under normal conditions (including for the agreements classiﬁed as regulated agreements in the context of the Altran Technologies acquisition project due to their non-current nature) and that the corresponding revenues recognized by Capgemini

Overview of the independent status of the Board of Directors

Percentage of independent directors*

At the date of the 2020 Universal

Registration Document

At the end of the Shareholders' Meeting of May 20, 2021

and the relevant companies could not be considered material or to indicate a position of economic dependence, in the Board of Directors' opinion these business relationships were not material for Capgemini group or the relevant companies and did not indicate a situation of economic dependence or exclusivity and were not likely to compromise the independence of the directors concerned.

In addition to procedures performed prior to entering into service agreements, a speciﬁc review was performed of relations with Crédit Agricole Corporate and Investment Bank (CACIB), which reported increasing its interest above the legal threshold of 5% of the Company's share capital and voting rights on December 17, 2020. CACIB is a subsidiary of Crédit Agricole SA, whose Chief Executive Oﬃcer is Mr. Xavier Musca. CACIB reported that it held 5.92% of the share capital and voting rights at December 17, 2020 and indicated that the 5% threshold was crossed following the conclusion of an agreement and ﬁnancial instruments relating to the Company (1) (2).

The Board of Directors noted that CACIB acted as the structuring bank for the most recent Group employee share ownership transactions and that implementing the leveraged and secure oﬀers requires the ﬁnancial institution structuring the oﬀer to enter into on and oﬀ-market hedging transactions, by buying and/or selling shares, share purchase options and/or all other transactions throughout the duration of the transactions.

The Board of Directors concluded that these factors were not likely to compromise Mr. Xavier Musca's independence.

Independence of the Board after the 2021 Shareholders' Meeting

Assuming the Shareholders' Meeting of May 20, 2021 renews the term of oﬃce of Mr. Patrick Pouyanné and appoints Ms. Tanja Rueckert and Mr. Kurt Sievers, the percentage of independent directors on the Board from this date will be 82% (i.e. 9 members out of 11).

Classiﬁcation of Board members**

75%

Anne Bouverot, Xiaoqun Clever, Laurence Dors, Siân Herbert‑Jones, Belen Moscoso del Prado, Xavier Musca, Frédéric Oudéa, Patrick Pouyanné and Pierre Pringuet

Paul hermelin, Daniel Bernard and Aiman Ezzat

82%

Xiaoqun Clever, Laurence Dors, Siân Herbert‑Jones, Belen Moscoso del Prado, Xavier Musca, Frédéric Oudéa, Patrick Pouyanné, Tanja Rueckert and Kurt Sievers

Paul hermelin, and Aiman Ezzat

* **Directors representing employees and employee shareholders are not included in this percentage in accordance with the AFEP-MEDEF Code. In bold: members considered independent by the Board.

Information on regulated agreements with related parties

Agreements governed by Article L. 225-38 of the French Commercial Code were authorized by the Board of Directors during the year ended December 31, 2020. They relate to the Altran Technologies acquisition project. They were approved by the Shareholders' Meeting of May 20, 2020, except for one agreement that is presented in the Board of Directors' report on the 4th resolution presented to the Shareholders' Meeting of May 20, 2021 (see page 338) and in the Statutory auditors' special report for the year ended December 31, 2020 (see page 316).

Internal Charter on regulated agreements

In accordance with Article L. 225-39 of the French Commercial Code, the Board of Directors' meeting of February 12, 2020 approved an Internal Charter specifying the methodology used to (i) identify and classify agreements that should be governed by the regulated agreements procedure at Company level prior to their conclusion, renewal or termination, and (ii) regularly assess whether agreements on ordinary transactions concluded at arm's length satisfy these requirements.

(1) Following the repeal of the so-called "trading" exception due to the enactment into French law of the revised Transparency Directive 2013/50/EU by Order no. 2015-1576 of

December 3, 2015, service providers must include in their threshold crossing disclosures certain agreements or ﬁnancial instruments deemed to have an economic eﬀect similar to the ownership of shares, irrespective of whether they are settled in shares or cash (e.g. forward purchases with physical settlement).

the Company was also notiﬁed in accordance with Article 10 of the bylaws that between January 1, 2020 and February 17, 2021, the date of review by the Board of Directors, CACIB had successively increased, decreased and increased its interest above and below the threshold of 6% of the Company's share capital and voting rights.

The Internal Charter and, particularly, the procedure for classifying agreements as ordinary transactions performed at arm's length, is reviewed annually by the Board of Directors, based on a preliminary study by the Ethics & Governance Committee.

A report on the implementation of the Internal Charter was presented to the Ethics & Governance Committee during its meeting of November 24, 2020. After analyzing the criteria adopted to classify agreements as regulated agreements or ordinary agreements performed at arm's length during the ﬁscal year, the Ethics & Governance Committee did not recommend the modiﬁcation by the Board of Directors of the agreement classiﬁcation criteria in the Internal Charter.

Absence of conﬂict of interest

Article 7.1 of the Capgemini SE Board of Directors' Charter requires directors to comply with recommendation no. 20 of the AFEP-MEDEF Code concerning the prevention of conﬂicts of interest:

"Although they are themselves shareholders, the directors represent all the shareholders and are required to act in all circumstances in the Company's interest. They are required to notify the Board of Directors of any one-oﬀ conﬂict of interest or potential conﬂict of interest and to refrain from participating in deliberations and voting on the related decision. Any director who has a permanent conﬂict of interest is required to resign from the Board."

Furthermore, in light of the recommendations of the French Financial Markets Authority (AMF) and the Corporate Governance high Committee, the Board of Directors implemented an appraisal procedure to assess any conﬂicts of interest that may arise from business relations.

To this end, a statement of business ﬂows between Capgemini group and entities that are suppliers and/or clients of Capgemini group and that have directors in common with Capgemini SE is prepared annually and communicated to Mr. Pierre Pringuet, Lead Independent Director and Chairman of the Ethics & Governance Committee. A qualitative assessment of situations encountered is also conducted based on several criteria, as detailed in the Section "Independence of the Board of Directors" above. In addition, each year directors are required to issue a statement to the Company regarding the existence or absence, to their knowledge, of any conﬂicts of interest.

Based on this information, the Lead Independent Director conﬁrmed the absence of any conﬂicts of interest.

These conﬂict of interest prevention measures supplement one of the general duties of the Ethics & Governance Committee which is to draw the attention of the Chairman of the Board of Directorsto any potential situations of conﬂict of interest it has identiﬁed between a director and the Company or its Group or between directors. They also provide input for the Board of Directors' work on the independence classiﬁcation of directors.

Loans and guarantees granted to directors and managers of the Company

None.

Declarations concerning corporate oﬃcers

As far as the Company is aware, none of the current members of the Board of Directors:

has been found guilty of fraud at any time during the last ﬁve years;

- has been involved in any bankruptcy, receivership, liquidation or company placed in administration at any time during the last ﬁve years;
- has been subject to any form of oﬃcial public sanction and/ or criminal liability pronounced by a statutory or regulatory authority (including designated professional bodies);
- has been disqualiﬁed by a court from acting as a member of the administrative, management or supervisory bodies of an issuer or from participating in the management or conduct of the aﬀairs of any issuer at any time during the last ﬁve years.

As far as the Company is aware, there are no:

- conﬂicts of interest among the members of the Board of Directors between their duties towards Capgemini and their private interests and/or any other duties;
- arrangements or agreements with the principal shareholders, customers or suppliers pursuant to which one of the members of the Board of Directors was selected;
- restrictions accepted by the members of the Board of Directors on the sale of their investment in the share capital of Capgemini (other than the obligation under the bylaws that each director must hold at least 1,000 shares throughout their term of oﬃce and the obligation for the Executive Corporate Oﬃcer to hold performance shares detailed in Section 2.3.2);
- service contracts between the members of the Board of Directors and Capgemini or any of its subsidiaries that provide for the granting of beneﬁts upon termination thereof.

As far as the Company is aware, there are no family ties between members of the Board of Directors.

Belen MOSCOSO DEL PRADO

Director

Xavier MUSCA

Director

Frédéric OUDÉA

Director

Patrick POUYANNÉ

Director

Pierre PRINGUET

Director

Lucia SINAPI‑THOMASSiân HERBERT JONES

Director

Hervé JEANNIN

Director representing employees

Kevin MASTERS

Director representing employees

CORPORATE GOVERNANCE
Company management and administration
2.1.4 Information on the members of the Board of Directors
Overview of the Board of Directors (at December 31, 2020)
Expiry of
Attendance	term of oﬃce	Number
Shareholders'	of years on
Meeting	the Board
2022	20
2024	0
2021	15
2021	7
2023	1
2022	10
2024	4
2024	0
2024	4
2024	0
2022	6
2022	2
2021	3
2021	11
2024	8

Independent

Paul HERMELIN Chairman of the Board of Directors

Aiman EZZAT

Chief Executive Oﬃcer and Director

Daniel BERNARD Vice-Chairman of the Board of Directors

Anne BOUVEROT

Director

Xiaoqun CLEVER

Director

Laurence DORS

Director

Director representing employee shareholders

Yes

(C): Committee Chairman.

(1)In accordance with the recommendations of the Afep/Medef Code, the total number of oﬃces held by a Director in listed companies must not exceed ﬁve (including the one in Capgemini SE) or three for Executive Corporate Oﬃcers (Chairman and Chief Executive Oﬃcer, Chief Executive Oﬃcer, Chief Operating Oﬃcer, Chairman or members of the Management Board).

Directorrate (Board)

100%

Board Committees

Strategy & CSR (C)No

100%Strategy & CSR

100%Ethics & Governance,

Strategy & CSRYes

83% 92%Strategy & CSR

First appointment

2000

2020

2005

Yes

100%Audit & RiskCompensation (C),

Audit & Risk, Ethics & GovernanceYes

100% 100%Audit & RiskStrategy & CSR

2013 2019 2010

2016 2020

100%

Yes

86%

Yes

100% 100% 100% 100%

Compensation

CompensationAudit & Risk (C)Ethics & Governance

2016

Ethics & Governance (C), Compensation

Strategy & CSR

2020 2014 2018 2017 2009

100%Compensation

2012

Number of shares owned

Nationality

189,948

French

Number of oﬃces in listed

Age Gender companies(1)Experience and expertise brought to the Company

Chairman of the Board of Directors

Chief Executive Oﬃcer until May 20, 2020

65,924

French

Chief Executive Oﬃcer of the Group

1,000

French

Governance of listed companies in France-UK/Executive positions in leading international groups/Retail/Technologies & Digital/Strategy

1,000

French

1,000

German

Technologies & Digital (identity and security)/Experience in international organizations (USA-UK)/CSR/Finance

Technologies & Digital/Experience in international organizations (Asia/Central Europe)/Finance

1,000

French

Executive positions in leading international groups/Governance of listed companies and executive compensation/Finance/Consulting/CSR & Ethics

1,000

British

Finance & audit/External growth strategy and transactions/Executive positions in leading international groups/Services/Consulting

French

Technologies & Digital/Employee perspective/Considerable knowledge of Capgemini group and its businesses/Employee relations

British

Technologies & Digital/Employee perspective/Considerable knowledge of Capgemini group and its businesses/Employee relations

1,000

Spanish

1,000

French

1,000

French

1,000

French

1,700

French

26,867

French

Technologies & Digital/Experience in international organizations/Services/ Consulting

Executive positions in leading international groups/Finance & Economy/ Banking & Insurance/Services/Retail

Executive positions in leading international groups/Strategy, macroeconomic and geopolitical challenges/Energy/Retail

Governance of listed companies and executive compensation/Executive positions in leading international groups/External growth strategy and transactions/Consumer goods

Finance/Employee perspective/Considerable knowledge of the Capgemini group and its businesses

Information on the members of the Board of Directors at December 31, 2020

Since May 20, 2020, the Capgemini Board of Directors has 15 members. The wide range of their experience and expertise contributes to the quality of discussions and the smooth operation of the Board, ensuring the best possible balance taking account of the Group's situation and the diﬀerent challenges facing Capgemini.

A detailed individual presentation of each director is presented below.

PAUL HERMELIN

Chairman of the Board of Directors (since May 20, 2020)

Chairman and Chief Executive Oﬃcer (until May 20, 2020)

Chairman of the Strategy & CSR Committee (since May 20, 2020)

BIOGRAPHY - PROFESSIONAL EXPERIENCE

Mr. Paul hermelin is a graduate of École Polytechnique and École Nationale d'Administration. he spent the ﬁrst ﬁfteen years of his professional life in the French government, primarily in the Ministry of Finance. he held a number of positions in the Budget Oﬃce and on various ministry staﬀs, including that of Finance Minister, Jacques Delors. he was chief of staﬀ to the Minister of Industry and Foreign Trade from 1991 to 1993.

Date of birth :

April 30, 1952

Nationality : French

Business address :

Capgemini SE 11, rue de Tilsitt 75017 Paris

First appointment : 2000

Expiry of term of oﬃce : 2022 (Ordinary Shareholders' Meeting held to approve the 2021 ﬁnancial statements)

Number of shares held at Dec. 31, 2020 : 189,948

Mr. Paul hermelin joined the Capgemini group in May 1993, where he was ﬁrst in charge of coordinating central functions. In May 1996, he was appointed member of the Management Board and Chief Executive Oﬃcer of Capgemini France. In May 2000, following the merger of Capgemini and Ernst & Young Consulting, he became Chief Operating Oﬃcer of the Group and director. On January 1, 2002, he became Chief Executive Oﬃcer of the Capgemini group, followed by Chairman and Chief Executive Oﬃcer on May 24, 2012.

Following the separation of the duties of Chairman and Chief Executive Oﬃcer on May 20, 2020 as part of the Group Management succession, Mr. Paul hermelin remained Chairman of the Capgemini SE Board of Directors.

Mr. Paul hermelin has been a member of the Strategy & CSR Committee since July 24, 2002 and its Chairman since May 20, 2020.

Principal oﬃce:

Mr. Paul hermelin has been Chairman of the Capgemini SE Board of Directors since May 20, 2020.

OFFICES HELD IN 2020 OR CURRENT OFFICES AT DECEMBER 31, 2020

Chairman and Chief Executive Oﬃcer of: - CAPGEMINI SE* (until May 20, 2020)

Chairman of the Board of Directors of: - CAPGEMINI SE* (since May 20, 2020)

Chairman of:

French Tech Grande Provence

- Aix-en-Provence International Music Festival

Other oﬃces held in Capgemini group:

Chairman of the Board of Directors of:

- CAPGEMINI NORTh AMERICA, INC. (USA) (until May 20, 2020)
- CAPGEMINI AMERICA, INC. (USA) (until May 20, 2020)

Chairman of the Supervisory Board of: - CAPGEMINI N.V. (Netherlands)

(until November 27, 2020)

Chairman of: - CAPGEMINI SERVICE S.A.S. (until May 20, 2020)

CAPGEMINI Latin america S.A.S. (until May 20, 2020)

Manager of: - SCI PARIS ÉTOILE (until May 20, 2020)

Chief Executive Oﬃcer of: - CAPGEMINI NORTh AMERICA, INC. (USA)

(until May 20, 2020)

Director of:

- CAPGEMINI INTERNATIONAL BV (since March 2019)
- CGS holdings Ltd (UK) (until May 20, 2020)
- CAPGEMINI TEChNOLOGY SERVICES INDIA LTD (since August 2017)

OTHER OFFICES HELD DURING THE LAST FIVE YEARS (OFFICES EXPIRED)

Director of: - AXA* (until April 2017)

Chairman of: - ThE BRIDGE S.A.S. (until October 2019)

Oﬃces held in Capgemini group:

Chairman of:

-	SOGETI FRANCE 2005 S.A.S. (until May 2018)
-	ODIGO S.A.S (formerly CAPGEMINI 2015 S.A.S.)
(until October 2018)
*	Listed company.

Chairman of the Board of Directors of: - CAPGEMINI US LLC (USA) (until July 2016)

Chief Executive Oﬃcer of: - CAPGEMINI SERVICE S.A.S. (until March 2016)

Director of:

- CAPGEMINI FINANCIAL SERVICES INTERNATIONAL, INC. (USA) (until March 2016)
- IGATE CORPORATION (USA) (until May 2016)

DANIEL BERNARD

Vice‑Chairman of the Board of Directors Director

Member of the Ethics & Governance Committee

Member of the Strategy & CSR Committee (Chairman of the Committee until May 20, 2020)

BIOGRAPHY - PROFESSIONAL EXPERIENCE

Date of birth :

February 18, 1946

Nationality : French

Business address : Provestis 14, rue de Marignan 75008 Paris

First appointment : 2005

Expiry of term of oﬃce : 2021 (Ordinary Shareholders' Meeting held to approve the 2020 ﬁnancial statements)

Number of shares held at Dec. 31, 2020 : 1,000

Mr. Daniel Bernard is a graduate of hEC business school. he was Chief Executive Oﬃcer of Groupe Métro France (from 1981 to 1989), followed by member of the Management Board of Métro International AG (from 1989 to 1992). he became Chairman of the Executive Board of Carrefour in 1992 and was appointed Chairman and Chief Executive Oﬃcer in 1998. Mr. Daniel Bernard was also an Independent Director of Alcatel Lucent (from 1997 to 2014) and of Saint-Gobain (from 2000 to 2006). he was a member of the Saint-Gobain Appointments Committee and chaired the Alcatel-Lucent Corporate Governance and Appointments Committee.

In 2006, Mr. Daniel Bernard joined the Board of Directors of Kingﬁsher Plc as Vice-Chairman and was Chairman of the Board of Directors from 2009 to June 2017. he also chaired the Appointments Committee. In July 2017, Mr. Daniel Bernard was appointed to the Peugeot SA Supervisory Board as the permanent representative of Lion Participations. Mr. Daniel Bernard is also President of Provestis, his own investment company, Senior Advisor of Towerbrook Capital Partners, LP and Director of ESAS holding (Turkey).

Mr. Daniel Bernard holds the ranks of Oﬃcer of the National Order of Merit and Knight of the Legion of honor.

Mr. Daniel Bernard has been a director of Capgemini SE since May 12, 2005 and is Vice-Chairman of the Board of Directors since May 10, 2017. he was Lead Independent Director and Chairman of the Ethics & Governance Committee from May 2014 to May 2017. he has been a member of the Ethics & Governance Committee since May 7, 2014. he has also been a member of the Strategy & CSR Committee since July 26, 2006 and was its Chairman from May 23, 2018 to May 20, 2020.

he brings to the Board of Directors considerable experience in the management of leading international companies where he has held top positions, together with reputed expertise in Corporate Governance, gained through major Corporate Governance responsibilities in leading listed companies in France and the United Kingdom.

Mr. Daniel Bernard also contributes to the Board's strategic discussions, thanks notably to his considerable experience in the retail sector and its digital transformation.

Principal oﬃce:

Mr. Daniel Bernard has been President of Provestis since 2006.

OFFICES HELD IN 2020 OR CURRENT OFFICES AT DECEMBER 31, 2020

Director of:

Member of the Board of Directors of:

- - LA FONDATION hEC (since 2008)CAPGEMINI SE* (since May 2005)

- ESAS hOLDING (TURKEY) (since January 2020) -

Member of the Supervisory Board of: - PEUGEOT S.A.* (permanent representative of Lion Participations) (since July 2017)

Chairman of: - PROVESTIS S.A.S. (since June 2006)

Senior Advisor of: - TOWERBROOK CAPITAL PARTNERS, LP (UK)

(since October 2010)

EESC hEC (since 2016)

Permanent Representation of Provestis Partenariat on the Board of Directors of: - OVh GROUPE (since 2016)

Honorary Chairman of: - LA FONDATION hEC (since 2014)

OTHER OFFICES HELD DURING THE LAST FIVE YEARS (OFFICES EXPIRED)

Chairman of: - KINGFIShER PLC* (U.K.) (until June 2017)

* Listed company.

ANNE BOUVEROT Independent Director

Member of the Strategy & CSR Committee

Member of the Audit & Risk Committee (until May 20, 2020)

BIOGRAPHY - PROFESSIONAL EXPERIENCE

A graduate of École Normale Supérieure and of Télécom Paris, Ms. Anne Bouverot also holds a PhD in artiﬁcial intelligence (1991).

She started her career as IT project manager with Telmex in Mexico, before joining Global One in the USA in 1996. In 2002, she was appointed Vice-President at Equant's IT services unit. In 2004, she became Chief of

Date of birth :

March 21, 1966

Nationality : French

Business address : Technicolor 8-10, rue du Renard 75004 Paris

First appointment : 2013

Expiry of term of oﬃce : 2021 (Ordinary Shareholders' Meeting held to approve the 2020 ﬁnancial statements)

Number of shares held at Dec. 31, 2020 : 1,000

Staﬀ for the Chief Executive Oﬃcer of Orange in the United Kingdom, followed by Executive Vice-President, Mobile Services, for France Télécom Orange. In November 2006, Ms. Anne Bouverot became Executive Vice-President, International Business Development, at France Telecom. From 2011 to July 2015, she was Chief Executive Oﬃcer of GSMA, the international association of mobile network operators. She was Chairman and Chief Executive Oﬃcer of Safran Identity & Security (formerly Morpho), a world leader in security and identity solutions (biometrics and digital identity) until June 2017. She is currently Chairman of the Board of Directors of Technicolor.

Anne Bouverot holds the ranks of Knight of the National Order of Merit and Knight of the Legion of honor.

She joined the Board of Directors of Capgemini SE on October 8, 2013 and was appointed a member of the Strategy & CSR Committee on the same date. She has also been a member of the Audit & Risk Committee since May 20, 2020.

Ms. Anne Bouverot has spent the majority of her professional career in the Telecoms sector, a key information technology sector, where she has held leading positions in international organizations. The duties she has performed allow her to make a key contribution to Capgemini group strategic discussions given the impact of mobile connections on technology uses. She also brings speciﬁc digital expertise to the Board of Directors in the areas of security and identity in digital and connected environments. Ms. Anne Bouverot also has considerable experience as an Independent Director of Euronext listed companies.

Principal oﬃce:

Ms. Anne Bouverot is Chairman of the Board of Directors of Technicolor.

OFFICES HELD IN 2020 OR CURRENT OFFICES AT DECEMBER 31, 2020

Director of:

Senior Advisor of:

-	CAPGEMINI SE* (since October 2013)	- Towerbrook Capital Partners L.P.
-	Edenred* (since June 2010)	(since September 2018)
-	Cellnex Telecom* (since May 2018)
Chairman of:
- AnneB Advisors (since December 2017)

Chairman of the Board of Directors of: - TEChNICOLOR* (since June 2019)

Founder and Chairman of: - Fondation ABEONA (Data Science for Fairness and Equality) (since December 2017)

OTHER OFFICES HELD DURING THE LAST FIVE YEARS (OFFICES EXPIRED)

Director of: - Euveka (until June 2019)

General Secretary of: - Conseil des Industries, de la Conﬁance et de la Sécurité (until March 2019)

Vice‑Chairman of: - La Fédération des Industries Électriques,

Électroniques et de Communication (until March 2019)

Senior Advisor of: - Advent International (until August 2018)

Other oﬃces held in Safran Identity and Security Group:

Chairman and Chief Executive Oﬃcer of:

- Safran Identity and Security S.A.S. (formerly MORPhO SAS) (until June 2017)
- MORPhO TRAK, LLC (USA) (until June 2017)

Chairman of: - MORPhO USA, INC (USA) (until June 2017)

Chairman of the Board of Directors of: - MORPhO DETECTION INTERNATIONAL, LLC

(USA) (until June 2017)

Member of the Supervisory Board of: - MORPhO CARDS GMBh (Germany)

(until June 2017)

Director of: - MORPhO DETECTION, LLC (USA)

(until June 2017)

* Listed company.

XIAOQUN CLEVER

Independent Director

Member of the Audit & Risk Committee

BIOGRAPHY - PROFESSIONAL EXPERIENCE

Ms. Xiaoqun Clever holds an Executive MBA from the University of West Florida (USA) and a diploma in Computer Science and International Marketing from the Karlsruhe Institute of Technology (Germany). She also studied Computer Science & Technology at the University Tsinghua of Beijing (China).

Date of birth :

June 11, 1970

Nationality :

German

Business address :

Capgemini SE 11, rue de Tilsitt 75017 Paris

First appointment : 2019

Expiry of term of oﬃce : 2023 (Ordinary Shareholders' Meeting held to approve the 2022 ﬁnancial statements)

Number of shares held at Dec. 31, 2020 : 1,000

Ms. Xiaoqun Clever has over 20 years of experience as a technology manager. Born in China, she has held various senior management positions in international corporations. Among others, she spent sixteen years at SAP SE in various positions, including Chief Operating Oﬃcer, Technology & Innovation (from 2006 to 2009), Senior Vice-President, Design & New Applications (from 2009 to 2012) and Executive Vice-President & President of Labs in China (from 2012 to 2013). From 2014 to 2015, she was Chief Technology Oﬃcer of ProSiebenSat.1 Media SE, a German media company. She was also Chief Technology & Data Oﬃcer and member of the Group Executive Board at Ringier AG, an international media group based in Zurich, Switzerland (from January 2016 to February 2019).

Ms. Xiaoqun Clever has been a member of the Supervisory Board of Inﬁneon Technologies AG (since 2020) and also a member of the Board of Directors of Amadeus IT Group S.A. and BhP Group since 2020.

She joined the Board of Directors of Capgemini SE on May 23, 2019 and is also a member of the Audit & Risk Committee.

Ms. Xiaoqun Clever is a German citizen. She has acquired solid experience in the ﬁeld of digital transformation and use of data over the course of a successful career in the software and data industries. In addition, she brings to the Capgemini SE Board of Directors her excellent knowledge of the Asian and Central European markets, a valuable asset for the Group's future development in these key geographies.

Principal oﬃce:

Independent Director

OFFICES HELD IN 2020 OR CURRENT OFFICES AT DECEMBER 31, 2020

Director of:

Member of the Supervisory Board of:

-	CAPGEMINI SE* (since May 23, 2019)	- INFINEON TEChNOLOGIES AG* (Germany)
-	AMADEUS IT GROUP S.A.* (Spain)	(since February 20, 2020)
(since June 19, 2020)	- ALLIANZ ELEMENTAR VERSIChERUNGS AG
-	BhP GROUP LIMITED* (Australia) and BhP	(Austria) (until August 31, 2020)
GROUP PLC* (United Kingdom)
(since October 1, 2020)**

Co-founder and Chief Executive Oﬃcer of: - LUXNOVA SUISSE GMBh (Switzerland)

- ALLIANZ ELEMENTAR LEBENSVERSIChERUNGS AG (Austria) (until August 31, 2020)

Member of the Advisory Board of: - MAXINGVEST AG (Germany)

(since 2018)

(until February 2021)

OTHER OFFICES HELD DURING THE LAST FIVE YEARS (OFFICES EXPIRED)

N/A

* Listed company.

** BhP operates under a dual listed company structure with two parent companies (BhP Group Limited and BhP Group Plc) managed by a uniﬁed Board of Directors.

LAURENCE DORS

Independent Director

Chairman of the Compensation Committee Member of the Audit & Risk Committee Member of the Ethics & Governance Committee

BIOGRAPHY - PROFESSIONAL EXPERIENCE

Date of birth :

March 16, 1956

Nationality : French

Business address :

Capgemini SE 11, rue de Tilsitt 75017 Paris

First appointment : 2010

Expiry of term of oﬃce : 2022 (Ordinary Shareholders' Meeting held to approve the 2021 ﬁnancial statements)

Number of shares held at Dec. 31, 2020 : 1,000

Ms. Laurence Dors is a graduate of École Normale Supérieure and École Nationale d'Administration. A former senior civil servant in the French Finance Ministry and former member of the Prime Minister's staﬀ (1995-1997) and the Minister of the Economy's staﬀ (1994-1995), Ms. Laurence Dors has spent much of her professional career in international and Executive Management positions in major international groups (Lagardère, EADS, Dassault Systems, Renault) and then as co-founder and Senior Partner of Conseil Theano Advisors (formerly Anthenor Partners 2012-2018). A specialist in governance issues and an Independent Director, she sits on the Board of Directors of IFA (French Institute of Directors) and chairs the Prospective and Research Commission.

Ms. Laurence Dors has been a member of the Board of Directors of Crédit Agricole SA since May 19, 2009. She chairs the Compensation Committee and is a member of the Audit Committee and the Appointments and Governance Committee. She also sits on the Board of Directors of Egis, a non-listed engineering company specializing in consulting and the development of projects oﬀering added value through innovation. She chairs the Compensation Committee and is a member of the Engagements Committee. She has also been a director of Latécoère and Chairman of its Audit & Risk Committee since June 11, 2020.

Ms. Laurence Dors holds the ranks of Knight of the Legion of honor and Oﬃcer of the National Order of Merit.

Ms. Laurence Dors has been a member of the Board of Directors of Capgemini SE since May 27, 2010. She has been Chairman of the Compensation Committee since May 10, 2017. She has been a member of the Audit & Risk Committee and the Ethics & Governance Committee since May 7, 2014.

Ms. Laurence Dors brings to the Board of Directors her considerable experience in governance and Executive Management compensation issues, her ﬁnancial and business consulting expertise and her experience in the management of leading international groups in the technology sector.

Principal oﬃce:

Independent Director

OFFICES HELD IN 2020 OR CURRENT OFFICES AT DECEMBER 31, 2020

Director of:

CAPGEMINI SE* (since May 2010)

- CRÉDIT AGRICOLE S.A.* (since May 2009)
- EGIS SA (since November 2011)
- LATECOERE* (since June 11, 2020)
- IFA (French Institute of Directors)
(since May 2012)

Member of:

- IhEAL (Institute of Latin American Studies) Strategic Policy Committee (since June 2012)
- CEFA (Franco-German Economic Club) Policy Committee (since October 2005)

OTHER OFFICES HELD DURING THE LAST FIVE YEARS (OFFICES EXPIRED)

Director of: - INhESJ (French National Institute for

Advanced Studies in Security and Justice) (until April 2016)

Senior Partner of: - ThEANO ADVISORS (until October 2018)

* Listed company.

AIMAN EZZAT

Director (since May 20, 2020)

Chief Executive Oﬃcer (since May 20, 2020)

Chief Operating Oﬃcer (until May 20, 2020)

Member of the Strategy & CSR Committee (since May 20, 2020)

BIOGRAPHY - PROFESSIONAL EXPERIENCE

Mr. Aiman Ezzat, born on May 22, 1961, holds a MSc (Master of Science) in chemical engineering from École Supérieure de Chimie Physique Électronique de Lyon in France and an MBA from the Anderson School of Management at UCLA.

Date of birth :

May 22, 1961

Nationality : French

Business address :

Capgemini SE 11, rue de Tilsitt 75017 Paris

First appointment : 2020

Expiry of term of oﬃce : 2024 (Ordinary Shareholders' Meeting held to approve the 2023 ﬁnancial statements)

Number of shares held at Dec. 31, 2020 : 65,924

Mr. Aiman Ezzat has been Chief Executive Oﬃcer of Capgemini SE since May 20, 2020. he has also been a director of Capgemini SE and a member of the Strategy & CSR Committee since the same date.

Mr. Aiman Ezzat was Chief Operating Oﬃcer of Capgemini SE from January 1, 2018 to May 20, 2020 and was Chief Financial Oﬃcer of the Group from December 2012 to the end of May 2018. In March 2017, he was named the "Best European CFO" for the technology and software category in the "2017 All European Executive Team" Institutional Investor's annual ranking of the region's top corporate leaders.

From December 2008 to 2012, he led the Financial Services Global Business Unit (GBU) after serving as Chief Operating Oﬃcer from November 2007. Mr. Aiman Ezzat also served as Capgemini's Deputy Director of Strategy from 2005 to 2007. he played a key role in the development of the Booster turnaround plan for the Group's activities in the United States, as well as in the development of the Group's oﬀshore strategy. he was part of the acquisition and integration team of Kanbay, a global IT services ﬁrm focused on the Financial Services industry, acquired by Capgemini in 2006.

Before joining Capgemini, from 2000 to 2004, Mr. Aiman Ezzat served as Managing Director of International Operations at headstrong, a global business and technology consultancy, where he worked with Financial Services clients in Asia, North America and Europe.

This came after ten years at Gemini Consulting (Gemini Consulting was the former brand of the strategic and transformation consulting arm of the Capgemini group, which subsequently became Capgemini Consulting and then Invent), where he held a number of roles including Global head of the Oil, Gas and Chemicals practice.

Principal oﬃce:

Mr. Aiman Ezzat has been Chief Executive Oﬃcer of Capgemini SE since May 20, 2020.

OFFICES HELD IN 2020 OR CURRENT OFFICES AT DECEMBER 31, 2020

Chief Executive Oﬃcer of: - CAPGEMINI SE* (since May 20, 2020)

Chief Operating Oﬃcer of: - CAPGEMINI SE* (until May 20, 2020)

Other Oﬃces held in Capgemini group:

Chairman of:

- SOGETI FRANCE 2005 S.A.S. (since May 2018)
- CAPGEMINI SERVICE S.A.S.
(since May 20, 2020)
- CAPGEMINI Latin America S.A.S. (USA) (since May 20, 2020)
- ALTRAN TEChNOLOGIES S.A.S. (since April 21, 2020)

Chairman of the Board of Directors of:

- CAPGEMINI NORTh AMERICA, INC. (USA) (since May 20, 2020)
- CAPGEMINI AMERICA, INC. (USA) (since May 20, 2020)

Chairman of the Supervisory Board of: - CAPGEMINI N.V. (Netherlands)

(since November 27, 2020)

Chief Executive Oﬃcer of: - CAPGEMINI NORTh AMERICA, INC. (USA)

(since May 20, 2020)

Director of:

- CAPGEMINI INTERNATIONAL BV (Netherlands) (since May 20, 2020)
- SOGETI UK Ltd (UK) (until July 1, 2020)
- CAPGEMINI ESPAÑA S.L. (Spain)
(until July 28, 2020)
- CAPGEMINI SOLUTIONS CANADA Inc (Canada) (until June 19, 2020)
- CAPGEMINI TEChNOLOGIES Llc (USA) (until June 19, 2020)
- CAPGEMINI UK Plc (UK) (until July 1, 2020)
- CAPGEMINI (hangzhou) Co. Ltd (China) (until November 4, 2020)
- RESTAURANT APPLICATION DEVELOPMENT INTERNATIONAL (USA) (until June 19, 2020)
- RADI hOLDING Llc (USA) (until June 12, 2020)
- PURPOSE GLOBAL PNC (USA)
(since April 17, 2020)

Member of the Supervisory Board of: - SOGETI NEDERLAND BV (Netherlands)

(until November 27, 2020)

OTHER OFFICES HELD DURING THE LAST FIVE YEARS (OFFICES EXPIRED)Oﬃces held in Capgemini group:

Director of:

- CAPGEMINI SINGAPORE PTE Ltd (Singapore) (until November 2019)
- CAPGEMINI hONG KONG Ltd (China) (until October 2019)
- CAPGEMINI CANADA Inc. (Canada) (until March 2019)
- GESTION CAPGEMINI QUEBEC Inc (Canada) (until March 2019)
- CAPGEMINI AUSTRALIA PTY Ltd (Australia) (until April 2019)
- SOGETI SVERIGE AB (Sweden) (until June 2019)
- SOGETI SVERIGE MITT AB (Sweden)
(until November 2019)

- CGS hOLDING (UK) (until February 2019)
- CAPGEMINI ITALIA S.P.A. (USA) (until April 2018)
- CAPGEMINI BRASIL SA (Brazil) (until April 2018)
- CAPGEMINI ASIA PACIFIC PTE Ltd (Singapore)
(until March 2018)
- CAPGEMINI FINANCIAL SERVICES CANADA Inc.
(Canada) (until January 2017)
- CAPGEMINI FINANCIAL SERVICES USA Inc. (USA)
(until July 2016)
- IGATE GLOBAL SOLUTIONS MEXICO SA DE CV
(Mexico) (until July 2016)
- IGATE TEChNOLOGIES Inc (USA) (until July 2016)

* Listed company.

IGATE CORPORATION Inc (USA) (until May 2016)

SIAN HERBERT-JONES

Independent Director

Member of the Audit & Risk Committee

BIOGRAPHY - PROFESSIONAL EXPERIENCE

A British Chartered Accountant, Ms. Siân herbert-Jones initially worked for 13 years with PricewaterhouseCoopers in its London and then Paris oﬃces, where she was in charge of mergers and acquisitions (from 1983 to 1993). She then joined the Sodexo Group, where she spent 21 years, including 15 years as Chief Financial Oﬃcer and member of the Executive Committee (until February 28, 2016). She is currently a director of l'Air Liquide SA (since 2011) where she chairs the Audit and Accounts Committee. She has also been a director of Bureau Veritas since May 17, 2016 and has been a member of the Audit & Risk Committee since May 2017.

Date of birth :

September 13, 1960

Nationality :

British

Business address :

Capgemini SE 11, rue de Tilsitt 75017 Paris

First appointment : 2016

Expiry of term of oﬃce : 2024 (Ordinary Shareholders' Meeting held to approve the 2023 ﬁnancial statements)

Number of shares held at Dec. 31, 2020 : 1,000

Ms. Siân herbert-Jones joined the Board of Directors of Capgemini SE on May 18, 2016. She has been a member of the Audit & Risk Committee (formerly the Audit Committee) since this date.

Of British nationality, she brings strong ﬁnancial and audit expertise to the Board, as well as her experience with international transactions, particularly in the service sector (BtoB). She also contributes to the Board her multi-cultural management experience and expertise and her experience as an Independent Director on the Boards of leading international companies.

Principal oﬃce:

Independent Director

OFFICES HELD IN 2020 OR CURRENT OFFICES AT DECEMBER 31, 2020

Director of:

- CAPGEMINI SE* (since May 2016)
- L'AIR LIQUIDE SA* (since May 2011)
- BUREAU VERITAS* (since May 2016)

- COMPAGNIE FINANCIÉRE AURORE

INTERNATIONALE, a Sodexo group subsidiary (since February 2016)

OTHER OFFICES HELD DURING THE LAST FIVE YEARS (OFFICES EXPIRED)

Chief Financial Oﬃcer and member of the Executive Committee of: - SODEXO* (until February 2016)

Other oﬃces held in Sodexo Group:

Chairman of:

- ETIN SAS (until February 2016)
- SOFINSOD S.A.S. (until February 2016)
- SODEXO ETINBIS S.A.S. (until February 2016)

Permanent Representative of Soﬁnsod SAS on the Supervisory Board of: - ONE SCA (until February 2016)

Director of:

- SODEXhO AWARDS CO (until February 2016)
- SODEXO JAPAN KABUShIKI KAIShA Ltd (until February 2016)
- SODEXhO MEXICO SA DE CV (until February 2016)
- SODEXhO MEXICO SERVICIOS DE PERSONAL SADE CV (until February 2016)

- SODEXO REMOTE SITES ThE NEThERLANDS B.V (until February 2016)
- SODEXO REMOTE SITES EUROPE Ltd (until February 2016)

- UNIVERSAL SODEXhO EURASIA Ltd (until February 2016)
- SODEXO, INC. (until February 2016)
- SODEXO MANAGEMENT, INC. (until February 2016)
- SODEXO REMOTE SITES USA, INC. (until February 2016)
- SODEXO SERVICES ENTERPRISES LLC (until February 2016)
- UNIVERSAL SODEXhO SERVICES DE VENEZUELA SA (until February 2016)
- UNIVERSAL SODEXhO EMPRESA DE SERVICIOS Y CAMPAMENTOS SA (until February 2016)
- SODEXO GLOBAL SERVICES UK Ltd
(until February 2016)

Member of the Management Board of:

- SODEXO EN FRANCE S.A.S.
(until February 2016)
- SODEXO ENTREPRISES S.A.S.
(until February 2016)
- SODEXO PASS INTERNATIONAL S.A.S.
(until February 2016)
- ONE S.A.S. (until February 2016)
- ONE SCA (until February 2016)

* Listed company.

HERVÉ JEANNIN

Director representing employees

Member of the Strategy & CSR Committee (since May 20, 2020)

BIOGRAPHY - PROFESSIONAL EXPERIENCE

for a range of clients until 1999. From 2000 to 2004 he developed a client account as a sales engineer within the Group. Between 2005 and 2015 he managed employee relations through a variety of roles (employee representative, works committee, health and Safety committee, union representative, Union General Secretary), which he held part-time from 1993, the date of his ﬁrst oﬃce as employee representative.

Since 2016, he is in charge of workplace ﬁrst aid and evacuation training within the Group in France. he

Date of birth :

August 21, 1963

provides the Group with his experience in the ﬁeld as ﬁrst responder and psychological support provider with the French Rescue and Emergency Federation (FFSS) and the civil protection organization.

Nationality : French

Mr. hervé Jeannin was also a member of the International Work Council (IWC) from 2012 to 2020, enabling him to gain a global vision of the Group. Travelling through 50 countries, he has met with many group employees at various sites. he represents the CFDT union and Capgemini in UNI Europa.

Business address :

Capgemini Technology Services, 43, rue Pré Gaudry, 69007 Lyon

he joined the Board of Directors on May 20, 2020 as a director representing employees and has also been a member of the Strategy & CSR Committee since this date.

First appointment : 2020

Mr. hervé Jeannin brings to the Board the perspective of an employee with considerable experience of employee relations, dialogue and negotiations gained over 28 years as an employee representative and his knowledge of the Company and its businesses thanks to 37 years spent with the Group in several business lines and six cities.

Expiry of term of oﬃce : 2024 (Ordinary Shareholders' Meeting held to approve the 2023 ﬁnancial statements)

Principal oﬃce:

Mr. hervé Jeannin is a workplace ﬁrst aid and evacuation trainer in Capgemini.

OFFICES HELD IN 2020 OR CURRENT OFFICES AT DECEMBER 31, 2020

Number of shares held at Dec. 31, 2020 : 12

Director of: - CAPGEMINI SE* (since May 20, 2020)

OTHER OFFICES HELD DURING THE LAST FIVE YEARS (OFFICES EXPIRED)

N/A

* Listed company.

KEVIN MASTERS

Director representing employees Member of the Compensation Committee

BIOGRAPHY - PROFESSIONAL EXPERIENCE

Mr. Kevin Masters joined the Capgemini group in 1973. Experience gained within Capgemini mainly revolves around managing large groups of people in an operations or support environment.

Date of birth :

Mr. Kevin Masters has been engaged in the employee consultation process as the Chairman of both the Outsourcing Forum and National Works Council Groups since 2001. he was elected as the UK representative on the International Works Council (IWC), then as a member of the IWC Oﬃce, where he was the Secretary until his appointment as director representing employees in September 2016.

May 27, 1956

Nationality :

British

Between July 2014 and September 2016, Mr. Kevin Masters was invited as Secretary of the IWC to become a non-voting member of the Capgemini SE Board of Directors. he was then also a permanent guest of the Compensation Committee.

Business address :

Capgemini UK

Mr. Kevin Masters was appointed as a director representing employees on the Capgemini SE Board of Directors with eﬀect from September 1, 2016. he is also a member of the Compensation Committee.

No.1 Forge End, Woking - Surrey, GU21 6DB

First appointment : 2016

Mr. Kevin Masters brings to the Board of Directors his great knowledge of the Capgemini group and of its businesses, his experience of technological environments, as well as the perspective of an employee of Anglo-Saxon culture, thus contributing to the diversity of proﬁles represented on the Board.

Principal oﬃce:

Expiry of term of oﬃce : 2024 (Ordinary Shareholders' Meeting held to approve the 2023 ﬁnancial statements)

Project Management, cloud infrastructure services, with Capgemini UK.

OFFICES HELD IN 2020 OR CURRENT OFFICES AT DECEMBER 31, 2020

Director of: - CAPGEMINI SE* (since September 2016)

Number of shares held at Dec. 31, 2020 : 0

OTHER OFFICES HELD DURING THE LAST FIVE YEARS (OFFICES EXPIRED)

N/A

* Listed company.

BELEN MOSCOSO DEL PRADO LOPEZ-DORIGA

Independent Director

Member of the Compensation Committee

BIOGRAPHY - PROFESSIONAL EXPERIENCE

Ms. Belen Moscoso del Prado Lopez-Doriga holds a Master's degree in International Economics from Carlos III University in Spain.

She started her career in 1995 at The Walt Disney Company as Communications Manager for Spain and Portugal and later became a Senior Analyst in the European Marketing and Sales Strategy Department. From 2000 to 2008, as a consultant at Bain & Company, she worked on strategic review, performance improvement

Date of birth :

June 15, 1973

Nationality :

Spanish

and post-acquisition integration assignments in Europe and Central America. She joined Europcar in 2008 as Strategic Change Program Manager before becoming head of Strategy & Partnerships at Solocal from 2010 to 2013. Then, between 2013 and 2015, she was Director of Digital Strategy, Transformation and Innovation at Axa before joining Sodexo to lead its digital transformation.

Business address :

Capgemini SE 11, rue de Tilsitt 75017 Paris

She is currently Digital & Innovation Director at Sodexo and has been a member of the Executive Committee since 2015. She also sits on Sodexo's Venture Capital Investment Committee.

Ms. Belen Moscoso del Prado Lopez-Doriga is Chairman of the Board of Directors of FoodChéri and a member of the Consultative Advisory Board of the start-up Wynd.

First appointment : 2020

She joined the Board of Directors of Capgemini SE on May 20, 2020 and was appointed a member of the Compensation Committee on the same date.

Expiry of term of oﬃce : 2024 (Ordinary Shareholders' Meeting held to approve the 2023 ﬁnancial statements)

Ms. Belen Moscoso del Prado Lopez-Doriga is a Spanish citizen. She has acquired solid experience in the ﬁeld of innovation and transformation applied to Digital and Date strategy over the course of her career in international corporations.

Principal oﬃce:

Ms. Belen Moscoso del Prado Lopez-Doriga is Digital & Innovation Director at Sodexo.

Number of shares held at Dec. 31, 2020 : 1,000

OFFICES HELD IN 2020 OR CURRENT OFFICES AT DECEMBER 31, 2020

Director of: - CAPGEMINI SE* (since May 20, 2020)

Chairman of the Board of Directors of: - FOODChERI (since 2018)

OTHER OFFICES HELD DURING THE LAST FIVE YEARS (OFFICES EXPIRED)

Director of: - ADVEO INTERNATIONAL (until October 2019)

* Listed company.

XAVIER MUSCA

Independent Director

Chairman of the Audit & Risk Committee

BIOGRAPHY - PROFESSIONAL EXPERIENCE

Date of birth :

February 23, 1960

Nationality : French

Business address :

Crédit Agricole S.A. 50, avenue Jean Jaurès 92120 Montrouge

A graduate of Institut d'Etudes Politiques in Paris and École Nationale d'Administration, Mr. Xavier Musca began his career at the General Finance Inspectorate in 1985. In 1989, he joined the Treasury Directorate, where he became head of the European Aﬀairs Bureau in 1990. In 1993, he was called to the Prime Minister's staﬀ, then returned to the Treasury Directorate in 1995. Between 2002 and 2004, he was Principal Private Secretary to Francis Mer, Minister for the Economy, Finance and Industry, then appointed Treasury Director in 2004. he was subsequently appointed Chief Executive Oﬃcer of Treasury and Economic Policy in June 2005. In these positions, he played a key role in preparing major European and global summits at the start of the ﬁnancial crisis. he was the French negotiator at IMF and World Bank meetings and coordinated the bailout of the European Union banking sector with his European counterparts. In 2009, he became Deputy Secretary General to the French President in charge of economic aﬀairs and was responsible for negotiations at the G20 meeting in London on April 2, 2009 on placing the global ﬁnancial system on a sounder footing and improving supervision and the ﬁght against tax havens. he was appointed Secretary General to the French President in 2011.

First appointment : 2014

On June 13, 2012, Mr. Xavier Musca was appointed Deputy Chief Executive Oﬃcer of Crédit Agricole SA, responsible for International retail banking, Asset management and Insurance. he has been Deputy Chief Executive Oﬃcer of Crédit Agricole SA, as eﬀective second Executive Director of Crédit Agricole SA since May 2015.

Expiry of term of oﬃce : 2022 (Ordinary Shareholders' Meeting held to approve the 2021 ﬁnancial statements)

Xavier Musca is a Knight of the Legion of honor, the National Order of Merit and the Order of Agricultural Merit.

Number of shares held at Dec. 31, 2020 : 1,000

Mr. Xavier Musca joined the Board of Directors of Capgemini SE on May 7, 2014. he has been a member of the Audit & Risk Committee (formerly the Audit Committee) since this date and was appointed Chairman on December 7, 2016. Mr. Xavier Musca brings to the Board of Directors his management experience with a major international group and his ﬁnancial expertise. he has in-depth knowledge of the ﬁnancial sector, including both retail and BtoB services, which accounts for some 25% of Group revenues. he also provides the Board with his knowledge of economic globalization issues.

Principal oﬃce:

Mr. Xavier Musca has been Deputy Chief Executive Oﬃcer of Crédit Agricole SA since July 2012.

OFFICES HELD IN 2020 OR CURRENT OFFICES AT DECEMBER 31, 2020

Director of: - CAPGEMINI SE* (since May 2014)Director - Vice‑Chairman of: - PREDICA (since November 2012)

Oﬃces held in Crédit Agricole Group:

Director of:

CA ASSURANCES (since November 2012)

Deputy Chief Executive Oﬃcer (since July 2012) and eﬀective second Executive Director

- CARIPARMA (ITALY) (since October 2016)

(since May 2015) of: - CRÉDIT AGRICOLE SA*

(Member of the Management Committee - Member of the Executive Committee)

Permanent Representation of Crédit Agricole SA on the Board of Directors of: - PACIFICA (since October 2012)

Chairman of:

- AMUNDI SA* Director (since July 2012) and Chairman (since December 2016)
- CA CONSUMER FINANCE (since July 2015)

OTHER OFFICES HELD DURING THE LAST FIVE YEARS (OFFICES EXPIRED)

Oﬃces held in Crédit Agricole Group:

Director of: - CACI (until 2017)

* Listed company.

FRÉDÉRIC OUDEA

Independent Director

Member of the Ethics & Governance Committee

BIOGRAPHY - PROFESSIONAL EXPERIENCE

Mr. Frédéric Oudéa is a graduate of the École Polytechnique and the École Nationale d'Administration.

From 1987 to 1995, Mr. Frédéric Oudéa held various positions in the French senior civil service (Audit Department of the Ministry of Finance, Ministry of Economy and Finance, Budget Ministry, Private Oﬃce of the Minister of Budget and Communication). In 1995, he joined Société Générale and in 1996 he was appointed Deputy head then head of the bank's Corporate Banking arm in London. In 1998, he became

Date of birth :

July 3, 1963

Nationality : French

Business address :

head of Global Supervision and Development of the Equities division. In May 2002, he was named Deputy Chief Financial Oﬃcer of Société Générale Group, followed by Chief Financial Oﬃcer in January 2003. In 2008 he was appointed CEO of the Group, before becoming Chairman and Chief Executive Oﬃcer in 2009. Following the regulatory split between the roles of Chairman and Chief Executive, he was appointed Chief Executive Oﬃcer in May 2015. In 2010, he was named Chairman of the Steering Committee on Regulatory Capital ("SCRC") at the Institute of International Finance ("IIF").

Tours Société Générale, 75886 Paris Cedex 18

Mr. Frédéric Oudéa is a Knight of the Legion of honor and the National Order of Merit.

First appointment : 2018

Mr. Frédéric Oudéa joined the Board of Directors of Capgemini SE on May 23, 2018 and was appointed a member of the Ethics & Governance Committee on the same date.

Expiry of term of oﬃce : 2022 (Ordinary Shareholders' Meeting held to approve the 2021 ﬁnancial statements)

Mr. Frédéric Oudéa brings to the Board his experience in managing a leading banking group with an ambitious international development plan and highly innovative in digital.

Principal oﬃce:

Mr. Frédéric Oudéa has been Chief Executive Oﬃcer of Société Générale since May 2015.

Number of shares

OFFICES HELD IN 2020 OR CURRENT OFFICES AT DECEMBER 31, 2020

held at Dec. 31, 2020 :	Director of:	Chief Executive Oﬃcer of:
1,000	- CAPGEMINI SE* (since May 2018)	- SOCIÉTÉ GÉNÉRALE* (since May 2015)

OTHER OFFICES HELD DURING THE LAST FIVE YEARS (OFFICES EXPIRED)

N/A

* Listed company.

PATRICK POUYANNÉ

Independent Director

Member of the Strategy & CSR Committee

BIOGRAPHY - PROFESSIONAL EXPERIENCE

Date of birth :

June 24, 1963

Nationality : French

Mr. Patrick Pouyanné is a graduate of École Polytechnique and a Chief Engineer of France's Corps des Mines. Between 1989 and 1996, he held various administrative positions in the Ministry of Industry and other cabinet positions (technical advisor to the Prime Minister in the ﬁelds of the Environment and Industry - Édouard Balladur - from 1993 to 1995, Chief of Staﬀ for the Minister for Information and Aerospace Technologies - François Fillon - from 1995 to 1996). In January 1997 he joined Total in Angola followed by Qatar in 1999. In August 2002, he was appointed President, Finance, Economy and IT for Exploration & Production. In January 2006, he became President, Strategy, Growth and Research and was appointed a member of the Group's Management Committee in May 2006. In March 2011, Mr. Patrick Pouyanné was appointed Vice-President, Chemicals, and Vice-President, Petrochemicals. In January 2012, he became Chief Executive Oﬃcer, Reﬁning & Chemicals and a member of the Group's Executive Committee.

Business address :

TOTAL SE 2, place Jean Millier 92400 Courbevoie

On October 22, 2014, he was appointed Chief Executive Oﬃcer of TOTAL S.A. and President of the Group's Executive Committee. TOTAL's Board of Directors appointed him as its Chairman from December 19, 2015. Mr. Pouyanné's term of oﬃce was renewed by the Shareholders' Meeting of June 1, 2018 for a period of three years and the Board of Directors conﬁrmed him in his duties of Chairman of the Board and Chief Executive Oﬃcer for the same period.

First appointment : 2017

Mr. Pouyanné has been a director of Capgemini SE since May 10, 2017 and a member of the Strategy & CSR Committee since September 1, 2017.

Expiry of term of oﬃce : 2021 (Ordinary Shareholders' Meeting held to approve the 2020 ﬁnancial statements)

he brings to the Board of Directors of Capgemini SE his expertise in macroeconomic and geopolitical issues and his experience in managing a leading international energy group, a sector where new technologies play an essential role.

Principal oﬃce:

Number of shares held at Dec. 31, 2020 : 1,000

Mr. Patrick Pouyanné has been Chairman and Chief Executive Oﬃcer of TOTAL SE since December 2015. he has been a director of TOTAL SE since May 2015 and is Chairman of the Strategy & CSR Committee.

OFFICES HELD IN 2020 OR CURRENT OFFICES AT DECEMBER 31, 2020

Director of: - CAPGEMINI SE* (since May 2017)

Chairman and Chief Executive Oﬃcer of: - TOTAL SE* (since December 2015)

OTHER OFFICES HELD DURING THE LAST FIVE YEARS (OFFICES EXPIRED)

N/A

* Listed company.

PIERRE PRINGUET

Independent Director

Lead Independent Director and

Chairman of the Ethics & Governance Committee Member of the Compensation Committee

BIOGRAPHY - PROFESSIONAL EXPERIENCE

Date of birth :

January 31, 1950

Nationality : French

Business address :

Pernod Ricard,

5, Cours Paul Ricard, 75008 Paris

First appointment : 2009

Expiry of term of oﬃce : 2021 (Ordinary Shareholders' Meeting held to approve the 2020 ﬁnancial statements)

Mr. Pierre Pringuet is a graduate of École Polytechnique and École des Mines. he started his career in the French civil service, where he was appointed as an advisor to government minister Michel Rocard (1981-1985), before being given responsibility for the Farming and Food Processing Industries at the Ministry of Agriculture. he joined Pernod Ricard in 1987 as Development Director, playing an active role in the Group's international development and holding the positions of Managing Director of Société pour l'Exportation de Grandes Marques (1987-1996) and then Chairman and Chief Executive Oﬃcer of Pernod Ricard Europe (1997-2000). In 2000, he joined Patrick Ricard at the headquarters as one of Pernod Ricard's two joint CEOs. he was appointed a director of Pernod Ricard in 2004 and led the successful acquisition of Allied Domecq in 2005 and its subsequent integration. In December of the same year, he became the Group's Deputy Chief Executive Oﬃcer & Chief Operating Oﬃcer. In 2008, he carried out the acquisition of Vin&Sprit (V&S) and its brand Absolut Vodka, which completed Pernod Ricard's international development. Following the withdrawal of Patrick Ricard from his operational duties, he was appointed Chief Executive Oﬃcer of Pernod Ricard on November 5, 2008. he performed his duties as CEO until February 11, 2015, the date of expiry of his term of oﬃce pursuant to the Company's bylaws. he was Vice-Chairman of the Board of Directors of Pernod Ricard from August 2012 to January 2019 and played an active role, together with the Appointments, Governance and CSR Committee, in the management of all Corporate Governance issues. he was also a director and member of the Pernod Ricard Strategy Committee and Compensation Committee from 2012 to 2019.

Mr. Pierre Pringuet is Vice-Chairman of the Vallourec Supervisory Board and Lead Independent Director since February 23, 2015. he is also Chairman of the Vallourec Appointments, Compensation and Governance Committee.

Number of shares held at Dec. 31, 2020 : 1,700

Mr. Pierre Pringuet has also been a member of the Board of Directors of Française des Jeux since November 4, 2019.

Mr. Pierre Pringuet was President of the Association Française des Entreprises Privées (AFEP) (French Association of Private Enterprises) from June 2012 to May 2017.

Mr. Pierre Pringuet holds the ranks of Oﬃcer of the Legion of honor, Knight of the National Order of Merit and Commander of the Order of Agricultural Merit.

Mr. Pierre Pringuet joined the Board of Directors of Capgemini SE on April 30, 2009. he has been Lead Independent Director and Chairman of the Ethics & Governance Committee since May 10, 2017 and a member of the Compensation Committee since June 17, 2009, which he chaired from May 2014 to May 2017.

Mr. Pierre Pringuet brings to the Board extensive experience in the retail sector, as a senior executive of an international group. he shares with the Board his expertise in Corporate Governance issues and executive compensation, as well as his strategy and development experience, particularly in international external growth transactions.

Principal oﬃce:

Independent Director

OFFICES HELD IN 2020 OR CURRENT OFFICES AT DECEMBER 31, 2020

Director of:

- CAPGEMINI SE* (since April 2009)
- ILIAD S.A.* (until July 2020)
Vice‑Chairman and Lead Independent Director of the Supervisory Board of: - VALLOUREC* (since February 2015)
- LA FRANCAISE DES JEUX*
(since November 4, 2019)
- AVRIL GESTION S.A.S. (GROUPE AVRIL)
Chairman of: - Amicale du Corps des Mines (ACM) (since 2015)
(until August 2020)

Fondation ParisTech (since January 2016)

OTHER OFFICES HELD DURING THE LAST FIVE YEARS (OFFICES EXPIRED)

Chief Executive Oﬃcer of: - PERNOD RICARD* (until February 2015)

Chairman of:

- AFEP (French Association of Private Enterprises)
Vice‑Chairman of the Board of Directors of: - PERNOD RICARD* (until January 2019)
(until May 2017)
- Scotch Whisky Association (until December 2017)
Director of: - PERNOD RICARD* (until November 2019)
- AgroParisTech (until December 2016)

* Listed company.

LUCIA SINAPI-THOMAS

Director representing employee shareholders Member of the Compensation Committee

BIOGRAPHY - PROFESSIONAL EXPERIENCE

Date of birth :

January 19, 1964

Nationality : French

Business address :

Capgemini Service 76, avenue Kléber, 75016 Paris

First appointment : 2012

Expiry of term of oﬃce : 2024 (Ordinary Shareholders' Meeting held to approve the 2023 ﬁnancial statements)

Number of shares held at Dec. 31, 2020 : 26,867

Ms. Lucia Sinapi graduated from ESSEC business school (1986) and Paris Law University - Panthéon Assas (1988), was admitted to the Paris bar (1989), and has a ﬁnancial analyst degree (SFAF 1997). She started her career as a tax and business lawyer in 1986, before joining Capgemini in 1992. She has more than 20 years' experience within Capgemini group, successively as Group Tax Advisor (1992), head of Corporate Finance, Treasury and Investors Relations (1999), then head of Risk Management and Insurance (2005), and member of the Group Review Board. She was Deputy Chief Financial Oﬃcer from 2013 until December 31, 2015 and was appointed Executive Director Business Platforms of Capgemini group in January 2016. Since January 1, 2019, Ms. Lucia Sinapi-Thomas is Executive Director of Capgemini Ventures.

Ms. Lucia Sinapi-Thomas was appointed to the Dassault Aviation Board of Directors on May 15, 2014, where she is also a member of the Audit Committee. She has also been a director of Bureau Veritas since May 22, 2013 and was a member of the Audit & Risk Committee until May 2019 when she became a member of the Selection & Compensation Committee.

Ms. Lucia Sinapi-Thomas joined the Board of Directors of Capgemini SE as a director representing employee shareholders on May 24, 2012. She has been a member of the Compensation Committee since June 20, 2012.

Ms. Lucia Sinapi-Thomas brings to the Board her ﬁnance expertise and her extensive knowledge of the Capgemini group, its businesses, oﬀerings and clients, enriched by her ongoing operating responsibilities. In addition, her experience as a director of Euronext listed companies provides her with a perspective oﬀering insight relevant to Capgemini's various activities.

Principal oﬃce:

Ms. Lucia Sinapi-Thomas is Chief Executive Oﬃcer of Capgemini Ventures.

OFFICES HELD IN 2020 OR CURRENT OFFICES AT DECEMBER 31, 2020

Director of:

- CAPGEMINI SE* (since May 2012)
- BUREAU VERITAS* (since May 2013)
- DASSAULT AVIATION* (since May 2014)

Other Oﬃces held in Capgemini group:

Chief Executive Oﬃcer of: - CAPGEMINI VENTURES (since June 2019)

Chairman of the Supervisory Board of: - FCPE CAPGEMINI

Member of the Supervisory Board of: - FCPE ESOP CAPGEMINI

Director of:

- AZQORE (Switzerland) (since November 2018)
- SOGETI SVERIGE AB (Sweden)
(since November 2008)
- FIFTY FIVE GENESIS PROJECT INC. (USA) (since September 15, 2020)

OTHER OFFICES HELD DURING THE LAST FIVE YEARS (OFFICES EXPIRED)Oﬃces held in Capgemini group:

Chairman of:

- CAPGEMINI EMPLOYEES WORLDWIDE SAS (until June 2019)
- PROSODIE SAS (until November 2018)

Chief Executive Oﬃcer of:

SOGETI FRANCE SAS (until July 2018)

- CAPGEMINI OUTSOURCING SERVICES S.A.S. (until January 2018)

Executive Director of: - Business Platforms, Capgemini

(until June 2018)

Director of:

- CAPGEMINI BUSINESS SERVICES GUATEMALA S.A. (until August 2019)
- SOGETI SVERIGE MITT AB (Sweden) (until July 2019)
- SOGETI NORGE A/S (Norway) (until May 2019)
- CAPGEMINI DANMARK A/S (Denmark)
(until May 2019)

- CAPGEMINI POLSKA Sp.z.o.o. (Poland) (until April 2018)

* Listed company.

CAPGEMINI REINSURANCE INTERNATIONAL S.A. (Luxembourg) (until April 2016)

Attendance

2.1.5 Group Management

Members

97%

Attendance

Members

100%

IndependenceMeetings

40%

Independence 1

75%

Meetings

Since May 20, 2020, the date at which the duties of Chairman of the Board of Directors and Chief Executive Oﬃcer were separated, Capgemini SE Group Management is led by Mr. Aiman Ezzat, who was appointed Chief Executive Oﬃcer as part of the management succession announced on September 16, 2019.

Mr. Paul hermelin performed the duties of Chairman and Chief Executive Oﬃcer until May 20, 2020 and remains Chairman of the Board of Directors. For more detailed information, please refer to the biography published in Section 2.1.4.

Group Management is assisted by two bodies comprising the Group's key operating and functional managers: the Group Executive Board and the Executive Committee.

In addition, four special-purpose committees assist Group Management, the Group Executive Board and the Executive Committee:

- the Group Review Board, chaired by the Chief Executive

Oﬃcer, which examines the major business proposals inthe course of drafting or negotiation, multi-national or multi-business framework agreements entered into with clients or suppliers and major contracts involving guarantees given by the Group;

- the Merger & Acquisitions Committee, also chaired by the Chief Executive Oﬃcer, which examines acquisition and divestment projects in the course of identiﬁcation, selection, assessment or negotiation;
- the Investment Committee, chaired by the Chief Financial Oﬃcer, which reviews and provides advice with respect to projects requiring investment, including those involving real estate or investment in technologies;
- the Risk Committee, chaired by the Chief Financial Oﬃcer, which is in charge of the eﬀective implementation of the risk identiﬁcation and risk management system and which leads the associated internal controls.

Date of birth :

May 22, 1961

Nationality : French

Business address :

Capgemini SE 11, rue de Tilsitt 75017 Paris

Number of shares held at Dec. 31, 2020 : 65,924

AIMAN EZZAT

Chief Executive Oﬃcer (since May 20, 2020)

Chief Operating Oﬃcer (until May 20, 2020)

BIOGRAPHY - PROFESSIONAL EXPERIENCE

Mr. Aiman Ezzat has been Chief Executive Oﬃcer of Capgemini SE since May 20, 2020. he has also been a director of Capgemini SE and a member of the Strategy & CSR Committee since the same date.

Mr. Aiman Ezzat was also previously Global head of the Oil & Gas and Chemicals practice of Gemini Consulting where he spent 10 years (Gemini Consulting was the former brand of the strategic and transformation consulting arm of the Capgemini group, now Capgemini Consulting).

For more detailed information, please refer to the biography published in Section 2.1.4.

As far as the Company is aware, no Group Management member has, at any time during the last ﬁve years, been found guilty of fraud, been involved in any bankruptcy, receivership, or liquidation or company placed in administration, been subject to any form of oﬃcial public sanction and/or criminal liability or been disqualiﬁed by a court from acting as an executive or from participating in the management or conduct of the aﬀairs of any issuer.

At the date of this Universal Registration Document and as far as the Company is aware, there are no: - family ties between the general management members or between a general management member and a director of the Company;

- potential conﬂicts of interest among general management members between their duties to the Company and their private interests and/or any other duties;
- arrangements or agreements with a shareholder, customer, supplier, or other party pursuant to which a general management member was selected;
- restrictions on the sale by general management members of their investment in the share capital of Capgemini (other than the obligation to hold performance shares detailed in Section 2.3.2).

For information on the compensation of Executive Corporate Oﬃcers, please refer to Section 2.3 of the Universal Registration Document.

Group Executive Board

The role of the Group Executive Board (GEB) is to facilitate the carrying out of the Group's operations and to take the necessary measures, notably with regard to the setting of quantitative objectives and appointing and assessing the performance ofexecutives with a wide range of responsibilities. The GEB deﬁnes the broad strategies and actions to be submitted to the Executive Committee for approval and ensures their implementation by the major business units.

At the date of this Universal Registration Document, the Group Executive Board brings together Group Management and the following individuals:

Aiman EZZAT	Chief Executive Oﬃcer
Fernando ALVAREZ	Director of Strategy, Development, Alliances
Jim BAILEY	Director of the Americas Strategic Business Unit
Jean-Philippe BOL	Director of Operations Transformation & Industrialization
Anirban BOSE	Director of the Financial Services Strategic Business Unit
Carole FERRAND	Chief Financial Oﬃcer
Cyril GARCIA	Director of Capgemini Invent, Sectors and Corporate Social Responsibility
Franck GREVERIE	Director of Portfolio, Cloud Infrastructure Services, Business Services, Insights & Data and Digital Customer
Experience
Anne LEBEL	Chief human Resources Oﬃcer
Michael SChULTE	Director of the Northern Europe Strategic Business Unit
Olivier SEVILLIA	Chief Operating Oﬃcer
Jérôme SIMÉON	Director of the Southern Europe Strategic Business Unit

Executive Committee

The role of the Executive Committee is to assist Group Management deﬁne broad strategies concerning the Group's operating structure, the choice of priority oﬀerings, production rules and organization andthe implementation conditions for human resources management. The Executive Committee meets once a month and includes the Chief Executive Oﬃcer and the other Group Executive Board members.

At the date of this Universal Registration Document, the Executive Committee comprised the following individuals:

Aiman EZZAT	Chief Executive Oﬃcer
Fernando ALVAREZ	Director of Strategy, Development, Alliances
Jim BAILEY	Director of the Americas Strategic Business Unit
Jean-Philippe BOL	Director of Operations Transformation & Industrialization
Anirban BOSE	Director of the Financial Services Strategic Business Unit
Carole FERRAND	Chief Financial Oﬃcer
Cyril GARCIA	Director of Capgemini Invent, Sectors and Corporate Social
Responsibility
Franck GREVERIE	Director of Portfolio, Cloud Infrastructure Services, Business
Services, Insights & Data and Digital Customer Experience
Anne LEBEL	Chief human Resources Oﬃcer
Michael SChULTE	Director of the Northern Europe Strategic Business Unit
Olivier SEVILLIA	Chief Operating Oﬃcer
Jérôme SIMÉON	Director of the Southern Europe Strategic Business Unit
Nive BhAGAT	Cloud Infrastructure Services Director
Pascal BRIER	Innovation Director and acting Chief Technology Oﬃcer	Executive
Committee
Anis ChENChAh	Business Services Director
André CIChOWLAS	Delivery Director
Jean COUMAROS	Transformation Director
hubert GIRAUD	Altran Resources & Integration Director
Aruna JAYANThI	LatAm & Canada Director
Zhiwei JIANG	Insights & Data Director
Olivier LEPICK	Group General Secretary
Shobha MEERA	Corporate Social Responsibility Director
John MULLEN	United States Director
Maria PERNAS	Group General Counsel, Commercial and Contract Management
Olaf PIETSChNER	Asia-Paciﬁc Director
Virginie RÉGIS	Marketing & Communications Director
William ROZÉ	Engineering and R&D Director
Rosemary STARK	Strategic Accounts Director
Jeroen VERSTEEG	Global Sales Director
Ashwin YARDI	India Director
CAPGEMINI

Group Management

Group Executive

Board

Diversity policy for management bodies

Diversity is one of the three pillars of the Group's Corporate Social Responsibility (CSR) strategy. In a constantly changing global market with a skills shortage, Capgemini believes diversity drives innovation and creativity. A range of diverse proﬁles and inclusive practices in our work environment are key to ensuring the Group remains attractive and guaranteeing its long-term success.

As part of its CSR strategy and to accompany these changes, the Group decided the following regarding diversity in its management bodies:

- to set the objective of a progressive increase in both female and international representation on the Group's Executive Committee;
- as of Jan 1, 2021, the international representation on the Group Executive Committee is at 52% or 15 members out of 29 members;
- with regard to female representation, this has led to a steady increase since 2016 in the percentage of women in this management body, rising successively from below 10% in 2016 to 24% in 2018, 26.9% in 2019 and 27.6% in 2020 post Altran integration. The long-term objective is to achieve the same percentage of women in the Executive Committee as in the Group's headcount;
- to increase female representation in the 10% of positions with the greatest responsibility within Group executive leaders and, more widely in the Vice-President community, by similarly setting annual objectives in this respect for the Group's key managers. In 2018, 14% of Group executive leader positions were held by women. The percentage at the end of 2019 went up to 17%. The target for 2020 was to increase this percentage to 20%. The percentage achieved at the end of 2020 was 20.3% and hereafter the objective is to reach a percentage of 30% by 2025 representing a 2 pts increase per annum over the period, being speciﬁed that our long-term objective for Group executive leaders is similar to the one set for Executive Committee i.e. to achieve the same percentage of women in this population, as in the Group's headcount.

These objectives will be combined with the strengthening of the Group's internal policies to ensure the implementation of regular and fair practices supporting this strategic direction, enabling diversiﬁed and non-discriminatory global representation at all levels of the organization. A speciﬁc focus will be placed on gender equality, with a long-term objective of progressively aligning the percentage of female senior executives with the overall percentage of women in the Vice-President population.

A more detailed description of our policies and indicators for gender diversity in general, as well as the measures taken to increase the percentage of women in management positions, is presented in

Chapter 4 of the 2020 Universal Registration Document.

As part of various duties, the Capgemini SE Board of Directors monitors the implementation by Group Management of this policy of non-discrimination and diversity, notably with regard to the balanced representation of men and women on the Group's management bodies.

The Group's CSR strategy, which is monitored speciﬁcally since October 2018 by the Strategy & CSR Committee, and which includes diversity as a key pillar, is reviewed annually by the Board of Directors. In addition, new duties were entrusted to the Compensation Committee since 2019 to ensure the implementation of the diversity policy for management bodies. The various diversity quantiﬁed indicators are veriﬁed by an external expert as part of the Report on non-ﬁnancial performance.

Finally, the Board of Directors has set Executive Corporate Oﬃcers objectives to increase female representation in the Group in the variable part of their annual compensation and, since 2018, the Board of Directors includes a criterion applicable to performance shares granted to Executive Corporate Oﬃcers and Group managers targeting an increase in the number of women becoming Vice-President.

See Section 2.3 of this Universal Registration Document for more information on the individual objectives of the Executive Corporate

Oﬃcers - Diversity is included in the objective concerning the roll‑out of the Group's CSR strategy; and the description of the criteria applicable to performance shares granted in 2020 in the Note 12 of ﬁnancial statements.

2.1.6 Transactions carried out in the company's shares

Transactions carried out in 2020 in the company's shares or related ﬁnancial instruments by the individuals referred to in Article L. 621-18-2 of the French Financial and Monetary Code, of which the Company is aware, are as follows :

Paul Hermelin Chairman of the Board of Directors

(since May 20, 2020)Thierry Delaporte Chief Operating Oﬃcer (until December 31, 2019)

Aiman Ezzat

Chief Executive Oﬃcer (since May 20, 2020)

Carole Ferrand

Chief Financial Oﬃcer

Hervé Jeannin

Director representing employees

Kevin Masters

Director representing employees

Belen Moscoso del Prado

Director

Lucia Sinapi

Director

Transaction

Transaction date

Gift of 80,000 shares Gift of 19,600 shares Gift of 35,000 shares

July 31, 2020

August 3, 2020

Vesting of 28,000 performance shares (Plan dated 10/05/2017)

October 5, 2020

Sale of 12,500 shares (performance shares received in 2012 and vested in 2015)October 8, 2020

Sale of 19,800 shares

January 3, 2020

Vesting of 16,000 performance shares (Plan dated 10/05/2017)

October 5, 2020

Subscription of 67.0701 FCPE "ESOP Capgemini" units (2020 employee share ownership plan)

December 17, 2020

Subscription of 59.6324 FCPE "ESOP Capgemini" units (2020 employee share ownership plan)

December 17, 2020

Subscription of 9.0534 FCPE "ESOP Capgemini" units (2020 employee share ownership plan)

December 17, 2020

Subscription of 12.1835 FCPE "ESOP Capgemini" units (2020 employee share ownership plan)

December 17, 2020

Purchase of 1,000 shares

June 4, 2020

Sale of 2,130 shares Sale of 4,000 sharesSeptember 8, 2020

September 14, 2020

Vesting of 2,400 performance shares (Plan dated 10/05/2017)

October 5, 2020

Subscription of 39.8966 FCPE "ESOP Capgemini" units (2020 employee share ownership plan)

December 17, 2020

Average price

(in euros)

Report reference

67.5511 102.8500 26.3500 0.00

2020 DD695952

2021 DD729076

2020 DD695967

2020 DD704168

110.8656

2020 DD704167

109.4446

2020 DD664279

0.00

2020 DD704269

92.93

2020 DD725066

92.93

2020 DD724894

92.93

2020 DD725082

92.93

2020 DD724931

91.1540

2020 DD686721

114.9517 118.4495 0.00

2020 DD699724

2020 DD700566

2020 DD704164

92.93

2020 DD725169

2.2 Organization and activities of the Board of

Directors

2.2.1 Organization of the Board of Directors

The Board of Directors is a collegiate body that collectively represents all shareholders and is required to act in all circumstances in the interests of the Company. It seeks to promote long-term value creation by the Company by taking into consideration the social and environmental issues associated with its activities.

The role of the Board of Directors

The principal role of the Board of Directors is to determine the key strategies of the Company's business and the Group it controls and oversee their implementation. It appoints the Executive Corporate Oﬃcers responsible for implementing these strategies and sets their compensation. It approves the ﬁnancial statements, convenes the Shareholders' Meetings, and proposes the dividend. It conducts

Operating rules - Corporate Governance framework

Capgemini SE refers to the AFEP-MEDEF Corporate Governance Code for listed companies (January 2020 version), in addition to applicable legislative and regulatory provisions.

For many years, the Capgemini SE Board of Directors has applied best governance practices now aligned with the recommendations of the AFEP-MEDEF Code and strives constantly to improve its governance. Accordingly, the Board has: - prepared, adopted, applied and amended where useful or necessary the Board of Directors' Charter, particularly as part of a constant drive to improve the governance of the

Company (see below);

or organizes the performanceFoOfUcRoSnPtEroClIsAaL-nPdUvRePrOifSicEaCtiOoMnsMiItTTEES AsSeStISuTpGfRoOuUrPsMpeAcNiaAliGzEeMd EbNoTa:rd committees - the Audit &considers appropriate and conﬁrms in particular the existence and eﬃciencfy Tohf einGterornuapl Rcoenvtierowl, internafl aTuhdeitMaenrdgreirssk &mAancqagueismitieonts systems. It ensuBroeasrtdhe diversity of its composCiotimonmainttdetehat of its management bodies.

More broadly, the Board of Directors takes decisions on the major issues concerning the day-to-day operation and future of Capgemini, to promote sustainable value creation for its shareholders and all stakeholders. Given Capgemini's business as a service provider, the Board pays particular attention to the management of the Group 270,000 employees and thousands of managers across the globe.

The work of the Board of Directors and its Specialized committees in 2020 in accordance with their duties is presented in detail in Sections 2.2.2 and 2.2.4. Additional information on the diversity policy of the Board and the management bodies is presented in Sections 2.1.3 and 2.1.5, respectively. The internal control, risk management and Group compliance systems are detailed in Section 3.1.

Risk Committee, the Compensation Committee, the Ethics & Governance Committee, and ﬁnally the Strategy & CSR Committee - and given each a clearly deﬁned role (see Section 2.2.4);

f The Investment

Committeef The Risk Committee

- created the role of Lead Independent Director in May 2014, with speciﬁc prerogatives and duties to contribute to the balanced governance of Capgemini where the duties of Chairman and Chief Executive Oﬃcer are grouped together or where the Chairman of the Board is not an Independent Director as deﬁned by the AFEP-MEDEF Code (see 2.1.2 above);

adopted a system for allocating directors' compensation, whereby the majority of such compensation is indexed to attendance at Board and Committee meetings (see Section 2.3.1);

- periodically reviewed the personal situation of each director in light of the deﬁnition of independence adopted by the AFEP-MEDEF Code ("a director is independent when he/she has no relationship of any sort with the Company, the Group or its Management, that is likely to impair his/her judgment") (see Section 2.1.3);
- regularly assessed its organization and operation, either at the time of the annual internal assessment performed
by the Lead Independent Director or three-yearly, through
the assessment conducted by an external consultant under
the responsibility of the Lead Independent Director (see
Section 2.2.3);
- assessed since 2015 the eﬀective contribution of each director to the activities of the Board of Directors, at the time of the annual Board assessment (see Section 2.2.3).

Compliance with the AFEP‑MEDEF Code

Capgemini SE is constantly seeking to improve its governance and regularly monitors its compliance with the provisions of the

AFEP-MEDEF Code.

Under the "Comply or Explain" rule provided for in Article

L. 22-10-10 of the French Commercial Code and stipulated in Article 27.1 of the AFEP-MEDEF Corporate Governance Code for listed companies revised in January 2020, the Company considers that its practices comply fully with the recommendations of the

AFEP-MEDEF Code.

In this constant drive to improve the Company's governance, the Company has voluntarily brought the following issues, explained in previous years by the Company, into compliance with the provisions of the AFEP-MEDEF Code:

the Shareholders' Meeting of May 18, 2016 amended the Company's bylaws to provide for the staggered renewal of the terms of oﬃce of directors, in line with Article 14.2 of the AFEP-MEDEF Code;

- in accordance with Article 22 of the AFEP-MEDEF Code, the employment contract of the Chairman and Chief Executive Oﬃcer was terminated on February 18, 2015;

in light of the recommendations of the French Financial

Markets Authority (AMF) and the Corporate Governance high Committee, the Board of Directors implemented an appraisal procedure in 2015 to assess the absence of conﬂicts of interest for independent directors.

Board Charters

The Charters of the Board of Directors and the specialized board committees are available on the Company's website: www. capgemini.com.

The Board Charter deﬁnes the operation and organization of the Board of Directors and supplements the prevailing provisions of the law and the bylaws. It is consistent with market recommendations aimed at guaranteeing compliance with fundamental Corporate Governance principles and particularly the AFEP-MEDEF Corporate Governance Code for listed companies to which the Company adheres.

When the legal form of the Company returned to that of a traditional limited liability company (société anonyme) in May 2000, a new Charter was debated and adopted by the Board of Directors.

The Charter has since been amended several times in line with changes in legal and regulatory provisions and changes speciﬁc to the Company and as part of the constant drive to improve governance, with the dual aim of facilitating the collective working of the Board of Directors and satisfying the Corporate Governance expectations of shareholders and their representatives.

In 2020, the Board of Directors decided to amend the Board of Directors' Charter on the separation of the duties of Chairman of the Board of Directors and Chief Executive Oﬃcer. The amendments focused mainly on the deﬁnition of the duties of the Chairman of the Board of Directors and the allocation of roles between the Chairman of the Board of Directors and the Lead Independent Director, the Board of Directors having decided to retain the position of Lead Independent Director while the Chairman of the Board is not an Independent Director as deﬁned by the AFEP-MEDEF Code to which the Company adheres.

Organization of powers

The Capgemini SE Board of Directors' Charter sets out or clariﬁes the scope of and basis for exercising the various powers entrusted to the Board of Directors, the four specialized board committees, the Chairman of the Board of Directors, the Vice-Chairman and the Lead Independent Director.

The Board of Directors is a collegiate body that collectively represents all shareholders and is required to act in all circumstances in the interests of the Company, by taking into consideration the social and environmental issues associated with its activities.

The role of the four specialized board committees is to study and document the issues that the Board has scheduled for discussion and to present recommendations on the subjects and sectors within their remit to plenary sessions of the Board. The Committees are consultation bodies and therefore hold no decision-making powers. Their members and the Chairman are appointed by the Board of Directors and are selected exclusively from among Capgemini SE directors. They are appointed in a personal capacity and may under no circumstances be represented at the meetings of the Committee(s) to which they belong. The Board reserves the right to amend at any time the number and/or make-up of these Committees, as well as the scope of their duties. Finally, the Charters of each of the four Committees - and any amendments thereto which the Committees may later propose - must be formally approved by the Board. The Chairman of the Board of Directors prepares, organizes and leads its work. he sets the agenda of meetings, communicates to directors all information necessary to carry out their duties and oversees the proper operation of the Company's bodies, the correct implementation of Board decisions and compliance with the rules of good conduct adopted by Capgemini. he chairs Shareholders' Meetings to which he reports on the organization, activities and decisions of the Board (see Section 2.1.2 for a detailed description of the role and duties of the Chairman of the Board of Directors and particularly the speciﬁc duties entrusted to the Chairman of the Board of Directors during the management hand-over phase terminating at the end of the 2022 Shareholders' Meeting).

In the absence of the Chairman, the Vice‑Chairman chairs meetings of the Board of Directors and Shareholders' Meetings. The Board of Directors decided to entrust him with a speciﬁc assignment to prepare future changes in the Group's governance during the period 2017-2019. he was therefore closely involved in discussions on changes in the Group's governance, the appointment of two Chief Operating Oﬃcers and monitoring management transition, up to the announcement of the choice for future Chief Executive Oﬃcer to succeed Mr. Paul hermelin in May 2020. This speciﬁc assignment ended on May 20, 2020.

A Lead Independent Director is appointed from among independent directors where the duties of Chairman of the Board of Directors and Chief Executive Oﬃcer are grouped together or, if they are separated, where the Chairman of the Board of Directors is not an Independent Director as deﬁned by the AFEP-MEDEF Code.

The duties and composition of the specialized board committees are presented in Section 2.2.4. The role and prerogatives of the Lead Independent Director are set‑out in Section 2.1.2.

The Chief Executive Oﬃcer has the most extensive powers to act in all circumstances in the name of the Company, subject to the restrictions presented in Section 2.1.2. he may be assisted in his duties by one or more Chief Operating Oﬃcers.

Director ethics

The Board of Directors' Charter sets out the main obligations of the Code of Business Ethics that Capgemini SE directors undertake to comply with throughout their term of oﬃce.

An extract from the Code of Business Ethics is included in the Charter of the Board of Directors and detailed below:

"The Directors (and any other person who attends Board or Committee meetings) are required to treat as strictly conﬁdential matters discussed during Board or Committee meetings and all Board or Committee decisions, as well as any information of a conﬁdential nature or that is presented as such by the Chairman and Chief Executive Oﬃcer or Chairman (as applicable) or any other Director. Each Director undertakes to comply with the following obligations, unless he/she has informed the Chairman and Chief Executive Oﬃcer or Chairman (as applicable), in writing, of any objections to one or several of such obligations:

Although they are themselves shareholders, the Directors represent all the shareholders and are required to act in all circumstances in the Company's interest. They are required to notify the Chairman of the Ethics & Governance Committee or the Board of any one-oﬀ conﬂict of interests or potential conﬂict of interests and to refrain from attending deliberations and voting on the related decision. Any director who has a permanent conﬂict of interest is required to resign from the Board. Board members must inform the Chairman of the Ethics and Governance Committee of business dealings between the Company and the companies or entities with which they are linked, as well as any oﬀers of appointments they receive (see 3 below) in order to ensure that they are compatible with their appointment and the functions they carry out within the Company.

2. Each Director undertakes to hold (or to purchase within six months of his/her election) at least 1,000 shares of the Company. The shares acquired to fulﬁll this obligation must be held in registered form. This obligation does not apply to directors representing employees and employee shareholders.

The Directors are required to devote the necessary time and attention to their duties. The Directors may not hold more than four other appointments in French or non-French listed companies that are not members of the Capgemini group and must comply with all applicable regulations restricting the number of directorships held by a single person. The Chief Executive Oﬃcer and any Chief Operating Oﬃcers may not hold more than two other directorships in French or non-French listed companies that are not members of the Capgemini group; they must request the opinion of the Board before accepting any new appointment in a listed company. If the Chairman is not also the Chief Executive Oﬃcer, the Board may issue speciﬁc recommendations, given his/her status and speciﬁc assignments. During the term of their oﬃce at the Company, Directors mustkeep the Chairman of the Board informed of any oﬀers of appointments they would like to accept in other French or non-French companies, and their membership of Board committees of these companies, as well as any change in their appointments or participation in these committees. If the functions of Chairman and Chief Executive Oﬃcer are combined, he/she will inform the Chairman of the Ethics & Governance Committee. The Chairman informs the Board of Directors of appointments accepted.

4. The members of the Board of Directors must attend all meetings of the Board and all meetings of the Committees of which they are members, as well as all Shareholders' Meetings. In its annual Universal Registration Document, the Company publishes Directors' individual attendance rates at meetings of the Board and the Committees of which they are members, as well as average attendance rates.
5. The Directors are obliged to keep abreast of the Company's situation and development. To this end, they may ask the Chairman to communicate on a timely basis all information that is essential to allow them to contribute eﬀectively to the discussion of matters included on the agenda of the next Board meeting. Regarding information not available to the public that is obtained in their capacity, Directors are subject to secrecy rules extending beyond the simple requirement of discretion imposed by law.
6. In accordance with laws and regulations applicable to insider trading, as set more speciﬁcally by the French Monetary and Financial Code and the general regulations of the French Financial Markets Authority (AMF), the members of the Board of Directors shall refrain from:

- carrying out any transactions on the securities (including derivatives) of companies about which (and in the extent to which) they have privileged information by virtue of their position as a member of the Board of Directors of the Company,
- carrying out any transactions, whether direct, indirect or through derivatives, involving the securities of the Company:
- - during a period commencing on the thirtieth calendar day preceding the public release of mid-year and full-year results and ending after the close of the trading day of the said public release,
- - and during a period commencing on the ﬁfteenth calendar day preceding quarterly announcements and ending after the close of the trading day of the said public release.

7. In conformity with the Monetary and Financial Code and with the general regulations of the French Financial Markets

Authority (AMF) each Director is required to notify the AMF and the Company by electronic means of all transactions carried out involving Capgemini SE securities within three business days following their execution."

The Board seeks to comply with and ensure compliance with all rules of good governance together with a certain number of values which each Board member has solemnly undertaken to respect. A "Code of Business Ethics" was drafted at its initiative and distributed to all Group employees (and is signed by all new recruits) with the following main objectives:

- ensure all Group companies comply with a certain number of rules of good behavior and primarily that of perfect integrity in the conduct of business and the management of employees;

- implement measures stopping, ﬁghting and sanctioning non-compliance with the core values of the Group, or prevailing laws and regulations in the relevant country;

provide an institutional framework for the actions, controls and dissuasive measures required to deal with the problems identiﬁed by these measures.

The report on the work of the Ethics & Governance Committee (see Section 2.2.4 below) describes in detail the actions undertaken in 2020 by the Ethics & Compliance Department and the implementation of the Code of Business Ethics. On its update at the beginning of 2019, each director signed the new Code, evidencing their commitment and support (both individual and collective) for all the measures contained therein. Implementation by the Group of its Ethics & Compliance program is detailed in Section 4.2.

Director training

The Board of Directors is briefed on changes in markets, the competitive environment and the main challenges facing the

Company, including with respect to Corporate Social Responsibility.

Integration of new directors

Capgemini ensures that directors joining the Board receive training in the speciﬁc aspects of the Group, its businesses and activity sectors, particularly through meetings with the various members of Group Management. New directors are also advised on the speciﬁc aspects of the Company's Board of Directors during meetings with the Chairman of the Board of Directors, the Chief Executive Oﬃcer, the Lead Independent Director, the Committee Chairmen and theBoard Secretary. In addition, the new members joining the Audit & Risk Committee receive information on the speciﬁc accounting, ﬁnancial and operating aspects of the Company.

Ongoing training

Capgemini ensures that the directors have suﬃcient understanding of the Group, its ecosystem and its challenges. The Board members therefore meet regularly with the members of the Group Executive Board during Board and Committee meetings. The directors are also invited to the Group "Rencontres" gatherings, a recurring event bringing together, over three days, around 500 of the Group's key managers and emerging talent. In addition, each year a Board meeting dedicated to strategy is held in the form of a seminar and invites key managers of the Group to contribute to Board discussions. These seminars also enable directors to constantly reﬁne their understanding of the challenges facing the Group through themed-based presentations and site visits.

Furthermore, the Board organizes a range of speciﬁc training sessions throughout the year to help directors increase their knowledge of the Group (through presentations of its ecosystem, challenges, businesses and certain of its regions) and its competitive environment, as well as recent market disruption trends and technological developments;

Furthermore, the directors representing employees regularly receive special external training, enabling them to obtain and perfect the knowledge and techniques necessary to the exercise of their duties, in accordance with legislative provisions.

2.2.2 Activities of the Board of Directors in 2020

Board of Directors' meetings

Number of meetings and attendance rate

The Board meets at least six times a year. Meetings are convened by the Chairman in accordance with a schedule decided by the Board well in advance. This schedule may be amended during the year in response to unforeseen circumstances or at the request of more than one director.

In 2020, the Board met 12 times during the year (including by video-conference and conference call), seven times during the ﬁrst-half and ﬁve times during the second-half. The high number of Board meetings was due to the organization of exceptional meetings, either due to the tender offer launched for Altran Technologies or to monitor the impacts of the Covid-19 pandemic and the implementation of a range of solidarity measures with diﬀerent Group stakeholders.

Managing the impacts of the Covid-19 pandemic, ﬁrst and foremost with regards to employees but also as concerns clients and other Group stakeholders, was closely monitored by the Board of Directors in 2020, at each of the meetings from the start of the health crisis in March 2020.

The Board of Directors also made use of emergency health measures enabling decisions to be taken by written consultation to change the location of the Shareholders' Meeting held behind closed doors.

The Board meeting focusing primarily on the Group's strategy was held on June 10 and 11, 2020 in the form of a seminar.

In addition, the Board held three executive sessions chaired by the Lead Independent Director and without the presence of the Chairman and Chief Executive Oﬃcer and then the Chairman of the Board and the Chief Executive Oﬃcer. These sessions mainly discussed the compensation of the Chairman and Chief Executive Oﬃcer and the compensation of the Chairman of the Board and the Chief Executive Oﬃcer following the adoption of a separated governance structure.

The average attendance rate at Board meetings was 97%, despite the increase in the number of meetings. This demonstrates the involvement and availability of the directors throughout the year for issues of particular importance to the Group. The following table presents individual attendance rates at meetings of the Board of Directors and the specialized board committees on which the directors sit.

Number of meetings of the Board of Directors and its Specialized committees in 2020 and attendance rates

Total number of meetings

Average attendance rate

Board of Directors

12 97%

Ethics & Governance Committee

5 100%

Strategy & CSR

Committee

5 100%

Audit & Risk Committee

9 95%

Compensation

Committee

96%

Individual director attendance rates

Board of Directors

No. of

Ethics &

Name	meetings	%	meetings	%
Paul hERMELIN	12	100%	-
Aiman EZZAT (3)	7/7	100%	-
Daniel BERNARD	12	100%	-
Anne BOUVEROT (1)	10	83%	-
Xiaoqun CLEVER	11	92%	-
Laura DESMOND (2)	3/5	60%	-
Laurence DORS	12	100%	5	100%
Robert FRETEL (4)	5/5	100%	-
Siân hERBERT-JONES	12	100%	-
hervé JEANNIN (5)	7/7	100%	-
Kevin MASTERS	12	100%	5	100%
Belen MOSCOSO DEL PRADO (6)	6/7	86%	3/3	100%
Xavier MUSCA	12	100%	-
Frédéric OUDÉA	12	100%	-
Patrick POUYANNÉ	12	100%	-
Pierre PRINGUET	12	100%	4	80%
Lucia SINAPI-ThOMAS	12	100%	5	100%

Ethics & Governance Committee	Strategy & CSR Committee	Audit & Risk Committee
No. of meetings %	No. of meetings %	No. of meetings %
-	5 100%	-
-	3/3 100%	-
5 100%	5 100%	-
-	5 100%	3/3 100%
-	-	9 100%
-	2/2 100%	-
5 100%	-	9 100%
-	2/2 100%	-
-	-	8 89%
-	3/3 100%	-
-	-	-
-	-	-
-	-	8 89%
5 100%	-	-
-	5 100%	-
5 100%	-	-
-	-	-

(1) Ms. Anne Bouverot stepped down from the Audit & Risk Committee on May 20, 2020.
(2) Ms. Laura Desmond's term of oﬃce as director expired at the Shareholders' Meeting of May 20, 2020 and was not renewed.
Compensation
Committee
No. of
(3) Mr. Aiman Ezzat was appointed a director during the Shareholders' Meeting of May 20, 2020 and a member of the Strategy & CSR Committee at the same date.
(4) Mr. Robert Fretel's term of oﬃce as a director representing employees expired on May 20, 2020.
(5) Mr. hervé Jeannin was appointed a director representing employees from the Shareholders' Meeting of May 20, 2020 and a member of the Strategy & CSR Committee from the same date.

(6)Ms. Belen Moscoso del Prado was appointed a director during the Shareholders' Meeting of May 20, 2020 and a member of the Compensation Committee at the same date.

Organization and preparation

The notice of meeting, sent to directors two weeks before the meeting date, contains the agenda set after the Chairman of the Board of Directors has consulted with the Lead Independent Director and any directors who proposed speciﬁc points to be discussed by the Board.

In accordance with the Board of Directors' Charter, preparatory documentation is sent to directors in the week before the meeting.

In addition, important press releases (signature of major contracts, alliances, etc.) issued by the Company together with ﬁnancial analysts' studies of Capgemini or the sector are regularly brought to the attention of directors.

Documents relating to the Board of Directors as well as the above-mentioned information are communicated by a secure platform accessible solely by Board members using an individual password. This platform is hosted on a server located in France. In 2015, this platform, which is used for Board of Directors' and Committee meetings, was reviewed and modernized in response to wishes expressed by directors, to make it more mobile, accessible from any location and even more secure.

Activities of the Board in 2020

The agenda of Board of Directors' meetings is deﬁned not only to provide directors with an overview of the Group's position, but also with regard to Group governance principles, which, pursuant to prevailing texts and to the Board of Directors' Charter, presuppose that Board members will make decisions on speciﬁc topics.

Group strategy and organization, CSRGovernance

Management transition

- Implementation of strategic priorities
- - the Board and its Committees
Changes in the composition of
Implementation of a governance structure separating the duties of
- External growth opportunities, including monitoring the acquisition and integration of Altran
-
Preparation of the Shareholders'
Meeting
Chairman of the Board and Chief Executive Oﬃcer
- - - Deﬁnition of the duties of ChairmanInternal assessment of the Board
- Review of the main changes in markets and the competitive environment
- - Participation in work on the Purpose
-
Monitoring of dialogue with shareholders and proxy advisorsof the Board and allocation of roles between the Chairman of the Board and the Lead Independent Director
- Intelligent Industry, Cloud and data strategy
- Monitoring of strategic partnerships

Monitoring of the CSR strategy

Group Performance

Audit & RiskTalent management and compensation

Management of the impact of the Covid-19 pandemic and solidarity measures

- 2019 Company ﬁnancial statements
- Group performance and activities
-
Active management of the Group balance sheet and liquidity (including Altran acquisition reﬁnancing transactions)
- 2019 consolidated ﬁnancial statements and 2020 ﬁrst-half interim consolidated ﬁnancial statements
- - Monitoring of Group talent management and the management team succession process
- - Diversity policy for management bodies
- Renewal of the Statutory auditors
- Risk monitoring
- - Compensation of Executive Corporate Oﬃcers
- Internal control and Internal audit
- Monitoring of the Group's various ethics and compliance actions

- Performance share and free share grants

- New employee share ownership planAccordingly, in addition to approving the 2019 annual ﬁnancial statements and the ﬁnancial statements for the ﬁrst-half of 2020 and convening the Shareholders' Meeting of May 20, 2020, the activities of the Board of Directors focused on:

Group strategy, performance and organization

- monitoring of Group performance and activities and particularly regular monitoring of the management of Covid-19 pandemic impacts and the implementation of a range of solidarity measures with diﬀerent Group stakeholders;
- roll-out of the Group's strategic priorities, with the review and follow-up of various external growth opportunities and in particular monitoring of the successive Altran acquisition phases followed by its integration; - during the annual strategy seminar in June, the Board of
Directors was informed of and debated the diﬀerent market trends, changes in the Group's competitive environment and the strategic challenges facing the Group over a two-day period. These activities focused particularly on:
- - Altran's activities, its operational integration and the Group's Intelligent Industry ambitions made possible by combining Capgemini's and Altran's expertise,
- - the Group's mid-term strategic objectives and notably strategic partnerships,
- - the positioning of competitors in the post Covid-19 pandemic period and market trends,
- - the Group's Cloud and Data strategy.

Governance and management transition deﬁnition of the duties of the Chairman of the Board of

Directors in preparation of the implementation of a separate governance structure and allocation of the roles of Chairman of the Board of Directors and Lead Independent Director;

- separation of the duties of Chairman of the Board of Directors and Chief Executive Oﬃcer leading to the appointment of Mr. Aiman Ezzat as Chief Executive Oﬃcer and the conﬁrmation of Mr. Paul hermelin as Chairman of the Board of Directors in May 2020;
- changes in the composition of the Board of Directors and its Specialized committees, with (i) an examination of the personal situation of each director with regard to the AFEP-MEDEF Code independence criteria, (ii) a review of the Board of Directors' diversity policy, (iii) the appointment of two new directors and the renewal of the terms of oﬃce of two directors, including a director representing employee shareholders, by the May 2020 Shareholders' Meeting, and (iv) amendments to the Company's bylaws and the Charters of the Board of Directors and its Specialized committees;
- participation in work on the Group's Purpose;
- authorization of the regulated agreements governed by Article L. 225-38 of the French Commercial Code entered into as part of the planned acquisition of Altran Technologies;
- adoption in February 2020 of an internal charter on regulated agreements and the classiﬁcation of ordinary agreements performed at arm's length, with a review of this classiﬁcation procedure in December 2020;
- monitoring of dialogue between the Company and its shareholders and proxy advisors in preparing the Shareholders' Meeting and feedback on meetings between the Lead Independent Director and several institutional investors to present Capgemini's governance principles;
- internal assessment of the Board of Directors' activities in 2020, performed by the Lead Independent Director in the fourth quarter of 2020.

3. Audit, internal control and risk monitoring

- monitoring of the Group's most signiﬁcant risks and its risk management structure;
- follow-up of the Group's various ethics and compliance actions;
- follow-up of the statutory auditor selection process for the 2020 Shareholders' Meeting.

Active management of the Group's balance sheet and liquid assets reﬁnancing operations relating to the acquisition of Altran

Technologies;

- share capital reduction by cancelling 3,664,862 treasury shares purchased under the multi-year share buyback program and the speciﬁc program for managing shareholder dilution resulting from the share capital increase reserved for employees.

5. Talent management, diversity and Corporate, Social and Environmental Responsibility
- review of Group Management team succession plans (Group Executive Board and Executive Committee);
- review of the diversity policy for the Group's management bodies;
- monitoring of the roll-out of the Group's corporate, social and environmental responsibility strategy (see Section 4.1).
6. Compensation of Executive Corporate Oﬃcers and directors and long-term compensation of employees
- deﬁnition of the compensation policy for Executive Corporate Oﬃcers and directors for 2020 and determination of the 2019 variable compensation of Executive Corporate Oﬃcers (executive sessions of February 12 and March 11);

- initial assessment of the attainment by the Executive Corporate Oﬃcers of the 2020 objectives and preliminary discussions on the individual objectives of the Chief Executive Oﬃcer for 2021 (executive session of December 2, 2020);
- grant of performance shares to 2,455 employees and corporate oﬃcers of French and non-French entities of the Group, including Mr. Aiman Ezzat;
- authorization to carry out a share capital increase reserved for employees under the Group's seventh employee share ownership plan (ESOP 2020), involving a maximum issue of 3,000,000 shares.

Report on the Lead Independent Director's activities in 2020

During 2020, the Lead Independent Director, Mr. Pierre Pringuet:

- was heavily involved in the preparation of Board of Directors' meetings, particularly as concerns the diﬀerent governance issues presented to the Board and was consulted by the Chairman of the Board of Directors on the agendas of all Board meetings;
- monitored, together with the Vice-Chairman, Mr. Daniel Bernard, the management transition launched in 2017 which led to the separation of the duties of Chairman of the Board of Directors and Chief Executive Oﬃcer on May 20, 2020;
- met, at the request of the Chairman of the Board of Directors, with several institutional investors to present Capgemini's governance principles and compensation policies as part of the Company's dialogue with its shareholders; he reported on these discussions to the Board of Directors and to the Ethics & Governance Committee, whose members include the Chairman of the Compensation Committee;
- led, at the end of 2020 and the beginning of 2021, the internal assessment of the Board and its Specialized committees for 2020, based on a questionnaire and individual meetings with each of the members of the Board. This also enabled him to assess the individual contribution of each director to the Board's activities (see Section 2.2.3);
- led, in the context of the Ethics & Governance Committee, the search process for candidates upstream of the Shareholders' Meeting of May 20, 2020 which appointed a new director and initiated a review of the composition of the Board in preparation of the Shareholders' Meeting of May 20, 2021;
- chaired three executive sessions of the Board in 2020 (during the Board of Directors' meetings of February 12, March 11 and December 2, 2020), without the presence of the Chairman and Chief Executive Oﬃcer and then the Chairman of the Board and the Chief Executive Oﬃcer. These sessions mainly discussed the compensation of the Executive Corporate Oﬃcers;
- was kept informed of business relations between the Company and companies or structures with which directors are related and of any directorship proposals received by directors, in order to avoid any potential situations of conﬂict of interest. he also performed the annual review of director independence criteria;
- reported to shareholders of the Company on his activities and on the activities of the Board and its Specialized committees in 2019 at the Shareholders' Meeting of May 20, 2020.

Financial authorizations

A summary table of current delegations of authority granted by Shareholders' Meetings to the Board of Directors to perform share capital increases and detailing utilizations of these delegations in 2020, is presented in Section 6.1.2 of this Universal Registration Document.

2.2.3 Assessment of the Board of Directors

The Lead Independent Director conducted an assessment of the Board of Directors' activities in 2020. The results of this assessment are presented below.

Furthermore, in accordance with the three-year frequency recommended by the AFEP-MEDEF Code, a formal assessment of the activities of the Board of Directors and its Specialized committees was performed at the end of 2019 with the assistance of an external service provider. The conclusions of this assessment led to the implementation of speciﬁc action plans in 2020.

2019 external assessment: conclusions and actions implemented in 2020

In accordance with the three-year frequency recommended by the AFEP-MEDEF Code, a formal assessment of the activities of the Board of Directors and its Specialized committees in 2019 was conducted by an external service provider under the responsibility of the Lead Independent Director and was presented in detail in the 2019 Universal Registration Document.

After this assessment, the following measures were implemented in 2020 for the four priorities approved by the Board of Directors: - Management transition as part of the Group Management succession plan

Monitoring the management transition process implemented since 2017 remained a key priority of the Board of Directors and the Ethics & Governance Committee in 2020. A separated governance structure was implemented on May 20, 2020, leading to the appointment of Mr. Aiman Ezzat as Chief Executive Oﬃcer to succeed Mr. Paul hermelin. The Board of Directors also conﬁrmed Mr. Paul hermelin as Chairman of the Board of Directors. It wished the Company to continue to beneﬁt from Mr. Paul hermelin's expertise and experience and his in-depth knowledge of the Group, thereby ensuring a smooth management hand-over. The Board of Directors also decided to extend the duties entrusted to the Chairman of the Board of Directors during a management hand-over phase not exceeding two years and terminating at the end of the 2022 Shareholders' Meeting. In addition, the Board of Directors also decided to retain the position of Lead Independent Director for as long as the duties of Chairman of the Board are assumed by a director who is not independent as deﬁned by the AFEP-MEDEF Code to which the Company adheres.

- Composition of the Board of Directors

As part of the Board's work on changes in its composition and in accordance with the objectives set for the period 2018-2022 (international diversiﬁcation, diversiﬁcation of proﬁles, staggered renewal of terms of oﬃce, maintenance of a measured number of directors enabling coherence and collective decision-making), the Board of Directors proposed, in addition to the appointment of Mr. Aiman Ezzat, the appointment of Ms. Belen Moscoso del Prado and the renewal of the term of oﬃce of Ms. Siân herbert-Jones at the Shareholders' Meeting of May 20, 2020. Ms. Laura Desmond did not seek the renewal of her term of oﬃce.

These appointments enabled the Board of Directors to further the international diversiﬁcation of its composition, deepen its industry expertise and enrich the diversity of its proﬁles, while maintaining a measured number of directors and high level of independence within the Board.

- Talent management and Executive Management succession plans

The Ethics & Governance Committee, followed by the Board of Directors, reviewed the new procedures implemented by GroupManagement to manage succession plans for Executive Management (Group Executive Board and the Executive Committee) to ensure talent able to assume the highest operational and functional responsibilities in the Group has been identiﬁed, while remaining open to the addition of new talent.

- Corporate, Social and Environmental Responsibility (CSR)

The Strategy & CSR Committee discussed new performance indicators for the Group's CSR strategy and issued recommendations. The implementation of the Group's CSR strategy was also presented to both the Strategy & CSR Committee and the Board of Directors. Throughout 2020, the Board of Directors ensured it took account of the social and environmental implications of its decisions, particularly when monitoring the impacts of the Covid-19 pandemic and the implementation of a range of solidarity measures with diﬀerent Group stakeholders.

2020 Assessment: conclusions and priorities for 2021

In 2020, the Lead Independent Director led an internal assessment based on a questionnaire sent to all directors at the end of 2020. This questionnaire covered both the composition and activities of the Board of Directors and the activities of the specialized board committees on which they sit. In addition, it oﬀered the opportunity to take stock of actions implemented in 2020 following the 2019 external assessment.

The Lead Independent Director met individually with each member of the Board of Directors to discuss the comments raised in the questionnaire and the eﬀective contribution of each director to the Board's activities.

The results of this assessment were presented to and discussed with the Ethics & Governance Committee on February 9, 2021 before being presented to the Board of Directors' meeting of February 17, 2021.

The directors expressed their general satisfaction with the activities and organization of the Board and its Committees.

They highlighted, in particular, the success of the management transition process launched in 2017, which led to the separation of the duties of Chairman of the Board of Directors and Chief Executive Oﬃcer on May 20, 2020 and the key role played by the Board of Directors in this process, with the full support of Mr. Paul hermelin.

The Board members welcomed the regular reports presented on the management of the impacts of the Covid-19 pandemic, with respect to employees but also customers and other Group stakeholders, as well as the Group's responsiveness in this unprecedented context.

The directors also reiterated their interest in organizing training sessions outside the Board meetings and meetings with Group managers, as well as the quality of the new director integration program.

Certain areas for improvement were also identiﬁed concerning the composition and activities of the Board. The international diversiﬁcation of the Board must, in particular, remain a priority at the next Shareholders' Meeting. Directors also expressed their desire to spend less time on presentations at meetings to make them more interactive and focused on debate, and that more executive sessions be organized in addition to those held to discuss compensation.

Following this assessment, the Board of Directors set the following priorities for 2021: - Strategy

Monitoring of the integration of Altran.

Continued dialogue between the Chief Executive Oﬃcer and the Board to validate the Group's new strategic direction beyond this determining acquisition.

- Composition of the Board of Directors

Continuation of the 2018-2022 objectives set by the Board of Directors (international diversiﬁcation, diversiﬁcation of proﬁles, staggered renewal of terms of oﬃce, maintenance of a measured number

of directors enabling coherence and collective decision-making), with a focus on international diversiﬁcation.

- Activities of the Board of Directors

Organization of executive sessions on a range of governance issues.

Changes to the structure of Board meetings to make them more interactive.

2.2.4 Role and composition of the four specialized board committees

N.B. All ﬁgures are up to date at December 31, 2020.

Committee duties

The duties of the Audit Committee were changed on December 7, 2016 to strengthen the monitoring of risk management and include the impacts of the European statutory audit reform. The Committee name was also changed to the Audit & Risk Committee.

These changes in the Committee's duties followed concerns expressed by directors to improve risk monitoring by associating the Board of Directors and the Audit Committee.

In accordance with Article L. 823-19 of the French Commercial Code, the French Financial Markets Authority (AMF) recommendation of

July 22, 2010 and best market practice, the duties of the Audit & Risk Committee fall into three categories.

Firstly, the Audit & Risk Committee monitors issues concerning the preparation and control of ﬁnancial and accounting information. It monitors the ﬁnancial information preparation process and, where applicable, suggests recommendations to guarantee its integrity. It examines the draft annual and half-year consolidated ﬁnancial statements of the Group, the annual accounts of Capgemini SE and the management presentation of risk exposure and material oﬀ-balance sheet commitments of the Company, as well as the accounting options adopted.

Following the amendment of its Charter in March 2019, it ensures that there is a rigorous process for preparing the Group's non-ﬁnancial information and reviews the draft statement on non-ﬁnancial performance.

Secondly, the Audit & Risk Committee ensures the existence and eﬃciency of internal control systems, internal audit and the management of major risks to which the Group is exposed in the course of its business (such as ﬁnancial, legal, operating, employee and environmental risks and the resulting measures implemented). Following the strengthening of these risk monitoring duties, the Committee must notably review the major risks to which the Group may be exposed at least once annually, in particular through a review of the risk mapping prepared and updated by the Group Management Risk Committee.

Finally, the Committee is responsible for monitoring the statutory audit of the annual and half-year consolidated ﬁnancial statements of the Group and the annual accounts of the Company, ensuring the independence of the Statutory auditors and generally monitoring the conduct of their engagements.

Where it considers it useful or necessary, the Audit & Risk Committee may be assisted by experts appointed for this purpose.

Composition and participation

Since May 20, 2020, the Committee has four directors, all of whom are independent:

Mr. Xavier Musca (Chairman and Independent Director), Ms. Xiaoqun Clever (Independent Director), Ms. Laurence Dors (Independent Director) and Ms. Siân Herbert-Jones (Independent Director).

Through their professional careers, Audit & Risk Committee members have amassed the necessary accounting and ﬁnancial expertise to perform their duties. Mr. Xavier Musca acquired considerable expertise in the French and international ﬁnancial and banking sectors throughout his career in the French civil service, ministerial oﬃces and the private sector. Ms. Xiaoqun Clever has held Executive Management positions in international groups and therefore brings ﬁnancial expertise and a business perspective particularly useful for risk monitoring activities. Ms. Siân herbert-Jones was Chief Financial Oﬃcer of Sodexo from 2001 to 2016. Finally, Ms. Laurence Dors' career in Executive Management positions and the Economy and Finance Ministry allows her to contribute both ﬁnancial expertise and a transversal view of organizations.

The Committee met nine times in 2020, with an average attendance rate of 95%.

The individual attendance rate of each member of the Audit & Risk Committee in 2020 was as follows:

Xavier MUSCA (Chairman) 89%

Anne BOUVEROT* 100%

Xiaoqun CLEVER 100%

Laurence DORS 100%

Siân hERBERT-JONES 89%

*Ms. Anne Bouverot stepped down on May 20, 2020. She therefore attended all of the meetings held during the relevant period.

Committee activities in 2020

The Committee reviewed the annual accounts of Capgemini SE and the consolidated ﬁnancial statements of the Group for the year ended December 31, 2019, the condensed interim consolidated ﬁnancial statements for the half-year ended June 30, 2020 and the 2020 budget.

It focused particularly on the accounting treatment of the acquisition of the Altran group in March 2020, the communication of estimated half-year results at the end of July 2020 and monitoring of goodwill values in the context of the health crisis.

The Committee reviewed changes in the tax expense, deferred tax assets and the provision for pensions and other post-employment beneﬁts, as well as the analysis of other operating income and expenses. The Committee also reviewed the information systems that contribute to accounting and ﬁnancial information.

The Statutory auditors reported to the Committee on the quality of the accounting monitoring of projects and the good control of the accounts closing process.

As part of its risk management oversight activities, the Committee took due note of the risk mapping updated at the end of 2020 based on interviews conducted with around thirty Group managers as well as employees treating speciﬁc risk issues. This work resulted in the identiﬁcation of fourteen critical risks for which action plans are drawn up, monitored by the risk owners and reviewed twice a year by the Group Management Risk Committee. The owners of certain critical risks (major contractual commitments in client contracts and personal data protection) presented a report on the management of these risks to the Committee.

The Audit & Risk Committee also interviewed:

- the Internal Audit Director, questioning him on working methods, planning, areas of intervention, resources, the conclusions of audits carried out during the year and the follow-up of recommendations;
- the Delivery Director (Production/Methods and Support), questioning him in particular on the impact on the operating accounts of major contracts that are separately monitored;
- the Group Cybersecurity Oﬃcer, questioning him on the oversight and management of cyber risks, notably with respect to implementation of working from home in the context of the Covid-19 pandemic, but also with regards to recent changes in cyber risks;
- the Director in charge of pre-sales risk management, questioning him on the activities of the Group Review Board during the period and the terms and conditions of major commercial proposals.

The Committee reviewed the draft statement on non-ﬁnancial performance.

The Committee also monitored the Group statutory auditor selection process for the 6-year period from 2020 to 2025 and issued a recommendation to the Board of Directors in preparation of the Shareholders' Meeting of May 20, 2020.

The Committee met with the Statutory auditors during a meeting focusing on the audit approach, key audit matters, the audit scope, its planning and the internal control review.

Finally, the Committee took note of the non-audit services approved during the ﬁscal year and ﬁnalized its work program for 2021.

N.B. All ﬁgures are up to date at December 31, 2020.

(1) The directors representing employees and employee shareholders are not taken into account in calculating the independence rate, in accordance with the provisions of the AFEP-MEDEF Code.

Committee duties

On October 8, 2014, the Selection & Compensation Committee changed its name to the "Compensation Committee" and now concentrates exclusively on setting the compensation of Executive Corporate Oﬃcers and deﬁning compensation policies for Group executives. The Committee has several duties set out in its Charter.

Firstly, it must present proposals to the Board of Directors on the ﬁxed and variable compensation of Executive Corporate Oﬃcers and, with regards to the variable portion and where appropriate, propose a detailed list of individual objectives (quantitative and qualitative), enabling an assessment of performance and the calculation of the variable compensation component (s). The Committee reviews the information presented to shareholders for the vote on Executive Corporate Oﬃcer compensation (so-called "Say on Pay") and is consulted on ﬁnancial terms and conditions in the event of the appointment or departure of an Executive Corporate Oﬃcer. It also reviews the information presented to shareholders for the vote on director compensation and proposes allocations rules and a total compensation amount to the Board of Directors.

The Compensation Committee must be informed of the compensation policies adopted by Capgemini group companies in the management of senior executive careers and the application of these policies with respect to the Group's medium and long-term strategy presented to the Board of Directors. The Committee must also be informed annually by Group Management of the (ﬁxed and variable) compensation of Executive Committee members.

Following the amendment of its Charter in March 2019, the Committee ensures that Group Management implements a diversity policy and objectives for management bodies. To this end, the work of the Strategy & CSR Committee is invaluable.

Finally, the Committee reviews the various schemes enabling senior executives to better share in the Group's proﬁts (long-term incentive instruments and particularly performance share grants, Group savings schemes, etc.) and proposes to the Board of Directors the incentive instruments it considers appropriate and capable of being implemented in all (or certain) Capgemini group companies.

Composition and participation

The Committee has ﬁve directors since May 20, 2020:

Ms. Laurence Dors (Chairman and Independent Director), Mr. Pierre Pringuet (Independent Director), Mr. Kevin Masters (Director representing employees), Ms. Belen Moscoso del Prado (Independent Director) and Ms. Lucia Sinapi-Thomas (Director representing employee shareholders).

This Committee met ﬁve times in 2020, with an average attendance rate of 96%.

The individual attendance rate of each member of the Compensation Committee in 2020 was as follows:

Laurence DORS (Chairman) 100%

Kevin MASTERS 100%

Belen MOSCOSO DEL PRADO* 100%

Pierre PRINGUET 80%

Lucia SINAPI-ThOMAS 100%

*Ms. Belen Moscoso del Prado joined the Compensation Committee following her appointment by the Shareholders' Meeting of May 20, 2020.

Committee activities in 2020

In accordance with the Committee's remit, it ensured throughout 2020 the consistency of the Group's senior executive compensation policy. Its Chairman regularly reported on the Committee's work and presented recommendations to the Board of Directors concerning the following areas:

- the consistency of the general compensation policy of the

Group and its subsidiaries;

the compensation of Executive Corporate Oﬃcers and members of the Executive Committee. These recommendations focused at the beginning of the year on:

- an appraisal of the individual performance of each of the Executive Corporate Oﬃcers compared with their objectives set at the beginning of the previous year,
- the calculation of the variable compensation paid after the Shareholders' Meeting vote for Executive Corporate Oﬃcers,
- determination of the ﬁxed compensation and theoretical variable portion for the following year,
- selecting and setting objectives to be used for the current year as a basis for deﬁning the calculation of the actual variable portions due.

The Committee reviewed the principle and means of granting shares subject to performance and/or presence conditions and ensured the consistency of performance conditions tied to ﬁnancial indicators, as well as non-ﬁnancial indicators in line with the Company's Corporate Social Responsibility policy. It also studied the principle and means of granting shares subject to performance and/or presence conditions to certain managers and drafted and communicated a list of beneﬁciaries and the proposed individual share grants to the Board of Directors for agreement on October 7, 2020.

The Committee also monitored the Group employee share ownership plans and was regularly advised of the potential impact of regulatory changes on Executive Corporate Oﬃcer compensation packages.

N.B. All ﬁgures are up to date at December 31, 2020.

Committee duties

Since October 8, 2014, the roles of the Ethics & Governance Committee now include not only Executive Corporate Oﬃcer selection and succession plans and the proposal of new directors to ensure the balanced composition of the Board but also Group senior executive selection and succession plans.

The main remit of this Committee (created in July 2006 by decision of the Board) is to verify that the Group's seven core values (honesty, Boldness, Trust, Freedom, Team Spirit, Modesty and Fun) are correctly applied and adhered to, defended and promoted by the Group's corporate oﬃcers, senior management and employees in all of its businesses and in all subsidiaries under its control, in all internal and external communications - including advertising - and in all other acts undertaken in the Group's name.

It is also tasked more generally with overseeing the application of best Corporate Governance practice within Capgemini SE and its subsidiaries. The Ethics & Governance Committee is responsible for all matters relating to the selection, appraisal and annual independence review of the Company's directors. It draws the attention of the Chairman of the Board of Directors to any potential situations of conﬂict of interest it has identiﬁed between a director and the Company or its Group or between directors. It ensures the implementation of a corruption and inﬂuence peddling prevention and detection system and oversees Group compliance with rules and conventions on human rights and fundamental freedoms in the exercise of its activities. It must be ready to implement the measures necessary should the need to replace the Chief Executive Oﬃcer suddenly arise. It must handle and propose to the Board any changes it considers appropriate or relevant to the Board's operation and composition in particular as part of its diversity policy (co-opting a new director or replacing a resigning director, increasing the proportion of female directors, diversity of proﬁlesand expertise of directors, etc.) or to the governance structure currently in place within the Group. The Committee is briefed on succession plans for key operating and functional managers of the Group. It is also informed of the policy for the identiﬁcation, development and retention of high potential executives. The Chairman of the Board of Directors and the Chief Executive Oﬃcer are involved in the Committee's work and attend meetings, except where deliberations directly concern them. The Committee must be consulted by Group Management prior to any appointment to the Executive Committee.

Composition and participation

The Committee has four directors since June 1, 2018: Mr. Pierre Pringuet (Chairman, Independent Director and Lead Independent Director), Mr. Daniel Bernard (Vice-Chairman), Ms. Laurence Dors (Independent Director) and Mr. Frédéric Oudéa (Independent Director).

It is recalled that the Charter of the Board of Directors provides that the duties of Lead Independent Director be conferred by the Board on the Chairman of the Ethics & Governance Committee.

This Committee met ﬁve times in 2020, with an average attendance rate of 100%.

The individual attendance rate of each member of the Committee in 2020 was as follows:

Pierre PRINGUET (Chairman) 100%

Daniel BERNARD 100%

Laurence DORS 100%

Frédéric OUDÉA 100%

Committee activities in 2020

The activities of the Ethics & Governance Committee focused on the following issues in 2020:

Governance

The Ethics & Governance Committee:

- in preparing the Shareholders' Meeting of May 20, 2020, recommended the candidacy of Ms. Belen Moscoso del Prado and Mr. Aiman Ezzat to the Board of Directors and the renewal of the terms of oﬃce of Ms. Siân herbert-Jones and Ms. Lucia Sinapi, who is the director representing employee shareholders;

proposed the appointment by the Board of Directors, at the end of the Shareholders' Meeting of May 20, 2020, of Ms. Belen Moscoso del Prado as a member of the Compensation Committee and of Mr. Aiman Ezzat, Chief Executive Oﬃcer, and Mr. hervé Jeannin, a new director representing employees, as members of the Strategy & CSR Committee;

- as part of the management succession, recommended

(i) the separation of the duties of Chairman of the Board of Directors and Chief Executive Oﬃcer at the end of the Shareholders' Meeting of May 20, 2020, (ii) the appointment of Mr. Aiman Ezzat as Chief Executive Oﬃcer and of Mr. Paul hermelin as Chairman of the Board of Directors, and (iii) the retention of the position of Lead Independent Director as long as the Chairman of the Board of Directors is a director who has previously exercised executive duties;

proposed amendments to the Board and Committee Charters following the implementation of separated governance, notably concerning the duties of the Chairman of the Board of Directors and the allocation of the roles of the Chairman of the Board of Directors and the Lead Independent Director;

- was informed of the implementation of the internal charter on regulated agreements and the classiﬁcation of ordinary agreements performed at arm's length and conducted a preliminary review of the agreement classiﬁcation procedure as part of the annual review of classiﬁcation criteria by the Board of Directors;
- was consulted upstream on changes in the composition of the Group Executive Board and the Executive Committee;
- reviewed the new procedures implemented by Group Management to manage succession plans for Executive Management (Group Executive Board and the Executive Committee) to ensure talent able to assume the highest operational and functional responsibilities in the Group has been identiﬁed, while remaining open to the addition of new talent. In addition, following the governance changes in 2020, it drafted an emergency succession plan for Executive Corporate Oﬃcers in March 2021;
- monitored the dialogue between the Company and its shareholders and proxy advisors in preparation of the 2020 Shareholders' Meeting and prepared the governance issues presented to the Board and then to the Shareholders' Meeting of May 20, 2020;
- was briefed on the meetings between the Lead Independent
Director and several institutional investors to present
Capgemini's governance principles;
- debated several times the changes in and composition of the specialized board committees;
- under the auspices of its Chairman, the Lead Independent Director, was briefed on and discussed the annual assessment of the composition and activities of the Board and its Specialized committees performed at the beginning of 2021 in respect of 2020;
- deliberated the Board of Directors' diversity policy and its implementation during 2020;
- deliberated the independence of directors and the absence of conﬂicts of interest in preparation of the 2019 Universal
Registration Document;
- was informed of the conclusions and observations of the high Committee for Corporate Governance (Haut Comité du Gouvernement d'Entreprise) presented in its 2020 activity report;

- proposed the amendment of the Company's bylaws to bring them into line with the French PACTE law;
- reviewed the governance Section of the Board of Directors' report, prepared in accordance with the last paragraph of Article L. 225-37, Article L. 225-37-4 and Article L. 20-10-10 of the French Commercial Code;
- launched a debate on the composition of the Board in preparation of the Shareholders' Meeting of May 20, 2021.

Ethics & Compliance

The Ethics & Governance Committee interviewed the Ethics and Internal Audit Director, who submitted his report to the Committee presenting:

- in the ﬁrst Section, Ethics activities focusing on policies, training, awareness-raising and communication initiatives, alerts reported during 2020 to the SpeakUp ethics helpline, ethical due diligence procedures and the results of the annual survey on ethical culture within the Company, completed by over 75,000 employees in 42 countries. The report highlighted the signiﬁcant training eﬀorts of theGroup and the complete overhaul of the e-learning program. It presented the ethics principles described in the new Code of Ethics for artiﬁcial intelligence. It also announced the roll-out of a conﬂict of interest management tool in the Group, Declare. In addition, it noted that Capgemini has been recognized as "One of the World's Most Ethical Companies" for the eighth consecutive year by the American Institute, Ethisphere, conﬁrming the high quality of the Group's ethical responsibility towards all its stakeholders. This year, only two companies, including Capgemini, were recognized in the consulting sector;

in the second Section of the report, an audit report concluding that the ethical framework within which the Group has decided to operate, is, overall, correctly understood and followed throughout the Group.

In addition, the Ethics & Governance Committee was informed by the Compliance Oﬃcer of measures taken in 2020 under the anti-corruption program implemented by the Group in application of the so-called Sapin 2 law on transparency, the ﬁght against corruption and the modernization of the economy. he focused in particular on actions taken to prepare the integration of Altran operations in the Group's systems with regard to the duty of care and the ﬁght against corruption.

N.B. All ﬁgures are up to date at December 31, 2020.

(1) The directors representing employees and employee shareholders are not taken into account in calculating the independence rate, in accordance with the provisions of the AFEP-MEDEF Code.

Committee duties

At the end of 2018, the Board of Directors entrusted the Strategy & Investment Committee, subsequently renamed the Strategy & CSR Committee, with a speciﬁc duty relating to the monitoring of the Group's Corporate Social Responsibility (CSR) strategy, ensuring consistency in the consideration of social and environmental aspects in the Group's main strategic orientations.

The role of this Committee is to:

- study in-depth the strategic options open to the Group to ensure its continued growth, improve its proﬁtability and maintain its independence to enrich Board discussions;
- study the Group's mid- and long-term strategic focus, considering the social and environmental issues associated with its activities and major technological and competitive trends and developments;
- determine the amount of investment required to implement each of these possible strategies;
- monitor material investments, alliances and divestments;
- examine the Group's Corporate Social Responsibility (CSR) strategy, monitor annually the results of this strategy and issue any opinions or recommendations.

More generally, the Committee identifies and deliberates on any direction or issue considered relevant to the Group's future, provided it does not compromise the smooth running of operations and guarantees operating and ﬁnancial stability.

Composition and participation

The Committee has six directors since May 20, 2020:

Mr. Paul Hermelin (Chairman since May 20, 2020), Mr. Daniel Bernard (Vice-Chairman), Ms. Anne Bouverot (Independent Director), Mr. Aiman Ezzat (Chief Executive Oﬃcer), Mr. Hervé

Jeannin (Director representing employees) and Mr. Patrick

Pouyanné (Independent Director).

The Committee met ﬁve times in 2020, with an average attendance rate of 100%.

The individual attendance rate of each member of the Committee in 2020 was as follows:

Paul hERMELIN (Chairman since May 20, 2020) 100%

Daniel BERNARD (Chairman until May 20, 2020) 100%

Anne BOUVEROT 100%

Laura DESMOND* 100%

Aiman EZZAT** 100%

Robert FRETEL*** 100%

hervé JEANNIN **** 100%

Patrick POUYANNÉ 100%

*Ms. Laura Desmond's term of oﬃce as director expired at the Shareholders' Meeting of May 20, 2020. She attended all the meetings held during the relevant period.

Mr. Aiman Ezzat was appointed a member of the Strategy & CSR Committee from May 20, 2020.

*** Mr. Robert Fretel's term of oﬃce as a director representing employees expired at the end of the Shareholders' Meeting of May 20, 2020.

**** Mr. hervé Jeannin was appointed a director representing employees from the

Shareholders' Meeting of May 20, 2020 and a member of the Strategy & CSR Committee from the same date.

Committee activities in 2020

The Committee closely monitored the successive stages of the Altran acquisition and its integration in 2020. This continued throughout 2020, with initially the search for commercial synergies and then the development of an integrated model to be rolled-out from January 1, 2021.

The Committee also helped prepare the Board of Directors' strategy seminar in June 2020, which largely focused on the Group's Intelligent Industry ambitions made possible by combining Capgemini's and Altran's expertise. This issue was also a major topic during the Rencontres gatherings organized in September, in preparation of which the Committee was also presented the new Corporate Strategic Framework.

The Committee reviewed other external growth opportunities proposed by Group Management and its Strategy Department: to enhance Invent's activities with Purpose, one of the world's leading social impact agencies, to enable the diversiﬁcation of its portfolio with Advectas, a Scandinavian leader in Data and Business Intelligence and to expand the Group's presence in Australia with the acquisition of WhiteSkyLabs, a leader in Mulesoft solutions and of RXP Services, a digital, data and cloud services consulting ﬁrm. One of the key issues during the year was to deﬁne the rationale behind and the means of selling Odigo, a Saas business created from Prosodie, to Apax Partners.

The Committee also reviewed the Group's strategic partnerships and the oﬀer portfolio.

During this singular year when the activities of many clients were impacted by Covid-19, the Committee also considered the impact of Covid-19 on the Group and how to support activities in the most heavily aﬀected sectors.

True to its interest in Corporate Social Responsibility (CSR) issues, the Committee also debated the new performance indicators and issued recommendations. The three pillars of the Group's CSR strategy remain people and inclusion, digital inclusion and environmental sustainability. Following the new Chief Executive Oﬃcer's commitment to neutralize the Group's carbon footprint by 2025, this new CSR strategy will notably enable related objectives to be deﬁned for Executive Committee members and the Chief Executive Oﬃcer for 2021.

2.3 Compensation of corporate oﬃcers

2.3.1 Directors' compensation

2.3.1.1 Directors' compensation policy Total compensation cap

In compensation for their participation in Board and Committee meetings, the Company was authorized by the Shareholders' Meeting of May 18, 2016 to pay total compensation to directors of up to €1,200,000 per year.

The authorization given by the Shareholders' Meeting of May 18, 2016 to increase the total maximum amount of directors' compensation enabled the strategic objectives set by the Board of Directors to be attained. This increase in the total amount allowed the Board to continue the renewal of its composition, welcoming four new directors in 2016, including two directors representing employees. It was also able to focus the increase both on directors not residing in France and on those heavily involved in the work of the committees (as Chairmen or members of several committees), while retaining the international outlook of the Board consistent with the international development and global presence of the Group.

Allocation rules

The method of allocating compensation to directors was reviewed in 2014, following the external assessment of the Board of Directors performed in 2013. This review sought to take better account of the increasing workload of committee Chairmen and encourage good attendance at meetings as well as of the travel time of directors resident outside France. Accordingly, directors' compensation is now allocated on the following basis:

- payment of a ﬁxed annual amount to each director (currently €15,000);
- payment of a ﬁxed amount for each attendance at an oﬃcial meeting of the Board (currently €4,000);
- the compensation for sitting on the specialized board committees was set with regard to the speciﬁc role of each committee and the ongoing work required of Chairmen, who now solely receive a ﬁxed annual payment as follows:

€45,000 for the Lead Independent Director and Chairman of the Ethics & Governance Committee and €45,000 for the Vice-Chairman of the Board of Directors,

- €35,000 for the Chairman of the Audit & Risk Committee,
- €25,000 for the Chairmen of the Compensation Committee and the Strategy & CSR Committee;

- payment of a ﬁxed amount for each attendance at a meeting of one of the four specialized board committees, excluding the Committee Chairmen (currently €2,500);
- payment of additional compensation per Board or Committee meeting to take account of the travel time of directors resident outside Europe (currently €5,000) and directors resident outside France but in Europe (currently €2,000). This additional compensation is not allocated to directors representing employees, whose travel costs are covered otherwise;
- compensation amount is calculated in two parts, at the end of the ﬁrst six months and at the end of the year and is paid in two installments;
- under the compensation scale for a given ﬁscal year, if circumstances require the Company to hold a greater than scheduled number of meetings, resulting in the maximum amount authorized by the Shareholders' Meeting being exceeded, these ﬁxed amounts would be reduced in order to comply with the maximum amount authorized by the Shareholders' Meeting.

2.3.1.2 Directors' compensation in respect of 2020

In application of the above principles, total compensation of €1,164,000 is due to directors in respect of 2020, representing 97% of the maximum amount authorized by the Combined Shareholders' Meeting. After deduction of French and foreign withholding tax, a net amount of €856,315 was paid in respect of 2020.

It is recalled that Mr. Paul hermelin voluntarily waived his right to collect the compensation that should have been paid to him as a director of Capgemini SE in respect of 2020 (as he has done for the past ten years) and that Mr. Aiman Ezzat has also waived his right to collect compensation as a director of Capgemini SE since his appointment to the Board of Directors.

Compensation due in respect of one ﬁscal year and paid during another ﬁscal year is detailed below:

Amount granted	Amount granted	Gross amount	Gross amount
(in euros)	in respect of 2020	in respect of 2019	paid in 2020	paid in 2019
Daniel Bernard	138,000	137,500	148,000	129,500
Anne Bouverot	75,000	71,000	84,000	60,500
Xiaoqun Clever**	85,500	68,000	94,500	17,000
Laura Desmond**	23,250	78,500	60,750	41,000
Laurence Dors	123,000	112,500	120,500	104,500
Aiman Ezzat	(waiver)	n/a	(waiver)	n/a
Robert Fretel*	31,250	65,000	63,750	59,500
Siân herbert-Jones	83,000	75,000	80,500	67,000
Paul hermelin	(waiver)	(waiver)	(waiver)	(waiver)
hervé Jeannin*	45,500	n/a	13,000	n/a
Kevin Masters**	75,500	70,000	80,500	59,500
Belen Moscoso del Prado	41,500	n/a	9,000	n/a
Xavier Muscat	98,000	90,000	98,000	82,000
Frédéric Oudéa	75,500	67,500	78,000	59,500
Patrick Pouyanné	75,500	63,500	71,500	62,000
Pierre Pringuet	118,000	115,000	123,000	104,500
Lucia Sinapi-Thomas	75,500	70,000	80,500	59,500
TOTAL	1,164,000	1,083,500	1,205,500	906,000

* **Compensation of these beneﬁciaries for their duties as director is paid to their trade union organization.

As required by law, the Company deducted withholding tax on the amounts paid to these non-resident beneﬁciaries. A 30% deduction at source for income tax and CSG/ CRDS social security contributions was also applied to amounts paid to beneﬁciaries tax-resident in France.

The non-executive directors did not receive any compensation other than the above compensation, with the exception of the directors representing either employee shareholders (Ms. Lucia Sinapi-Thomas) or Group employees (Messrs. Robert Fretel, hervé Jeannin and Kevin Masters), who hold employment contracts with their respective Group legal entities in respect of their local functions, that are unrelated to their corporate oﬃce in the Company.

Other compensation

A breakdown of compensation paid in 2020 or granted in respect of ﬁscal year 2020 to Executive Corporate Oﬃcers is presented in Section 2.3.3.

There are no shareholder agreements or pacts in force.

2.3.2 Executive Corporate Oﬃcer compensation policy

The Executive Corporate Oﬃcer compensation policy presented below forms part of changes in the Group's governance performed in 2020.

During its meeting of September 16, 2019, the Board of Directors chose Mr. Aiman Ezzat, Chief Operating Oﬃcer, to succeed Mr. Paul hermelin as Chief Executive Oﬃcer at the end of the Shareholders' Meeting of May 20, 2020, with Mr. Paul hermelin continuing as Chairman of the Board of Directors from that date.

In 2020, the Group therefore had two separate governance periods with:

- from January 1, 2020 until the Shareholders' Meeting of

May 20, 2020, a governance structure comprising a Chairman and Chief Executive Oﬃcer (Mr. Paul hermelin) and a Chief Operating Oﬃcer (Mr. Aiman Ezzat);

from May 20, 2020, a governance structure comprising a Chief Executive Oﬃcer (Mr. Aiman Ezzat) and a Chairman of the Board of Directors (Mr. Paul hermelin).

Accordingly, four compensation policies for executive and non-Executive Corporate Oﬃcers were presented to the May 2020

Shareholders' Meeting for vote, given the diﬀerences in the nature of the oﬃces and the changes to the compensation structure proposed and then implemented. Compensation components paid or granted in respect of 2020 were deﬁned based on the oﬃce held and the policies approved by the Shareholders' Meeting of May 20, 2020 and break down as follows:

- the compensation policy for the Chairman and Chief Executive Oﬃcer (Executive Corporate Oﬃcer), oﬃce held by Mr. Paul hermelin up to the Shareholders' Meeting of May 20, 2020;
- the compensation policy for the Chief Operating Oﬃcer (Executive Corporate Oﬃcer), oﬃce held by Mr. Aiman Ezzat up to the Shareholders' Meeting of May 20, 2020;
- the compensation policy for the Chief Executive Oﬃcer (Executive Corporate Oﬃcer), oﬃce held by Mr. Aiman Ezzat following the Shareholders' Meeting of May 20, 2020;
- the compensation policy for the Chairman (non-Executive Corporate Oﬃcer), oﬃce held by Mr. Paul hermelin following the Shareholders' Meeting of May 20, 2020.

For 2021, given the separation of the duties of Chairman (non-Executive Corporate Oﬃcer) and Chief Executive Oﬃcer (Executive Corporate Oﬃcer), the executive and non-Executive Corporate Oﬃcer compensation policy, in addition to the director compensation policy, will comprise:

- the compensation policy for the Chief Executive Oﬃcer (Executive Corporate Oﬃcer), oﬃce held by Mr. Aiman Ezzat since the Shareholders' Meeting of May 20, 2020;
- the compensation policy for the Chairman (non-Executive Corporate Oﬃcer), oﬃce held by Mr. Paul hermelin since the Shareholders' Meeting of May 20, 2020.

2.3.2.1 General Principles Compliance and transparency

The procedures for setting Executive Corporate Oﬃcer compensation comply with the recommendations set out in the most recent version of the AFEP-MEDEF Code. Compensation components and structure are determined in accordance with the recommendations of this

Code, whether ﬁxed or variable compensation, the grant of equity instruments or supplementary pension beneﬁts and are in line with existing Group practices and market rules. These principles are regularly reviewed and discussed by the Compensation Committee which submits a report on its work and its resulting proposals to the Board of Directors for approval. Compensation components are disclosed in detail as part of the Say on Pay procedure.

Competitiveness and consistency

The Compensation Committee refers in particular to comparative studies to ensure the consistency and competitiveness of both the compensation level and structure and calculation methods with market practice. The Committee's recommendations take account of Executive Management compensation levels and components in CAC 40 companies as well as observed practice in leading French and foreign Group competitors in the IT services and consulting sector. Compensation publication practice varies signiﬁcantly between the countries and legal structures of competitors, in particular in the case of private partnerships. CAC 40 companies are therefore the most relevant and most transparent benchmark, but additional analyses take account of the international and competitive aspects of the sector and geographies in which the Company operates.

Balance and performance

When performing comparisons with French companies of comparable size and ambition, the Compensation Committee ensures that Capgemini's practices are in line with the best practices of CAC 40 companies in terms of both the clarity and consistency of methods applied. As in previous years, the Group participated in 2020 in comparative studies of the main French companies carried out by specialist ﬁrms. Accordingly, during the Chief Operating Oﬃcer appointment process at the beginning of 2018, a study was commissioned from an international ﬁrm to assist with setting compensation levels in accordance with existing practice within the Group and current practices on the French market and international benchmarks. Another study was commissioned from the same ﬁrm to assist with setting the compensation level of the Chief Executive Oﬃcer, as part of the change in the Group's governance. The Compensation Committee also ensures that the respective proportions of ﬁxed and variable components and share grants valued in accordance with IFRS are balanced, in line with market practices, linked to the Company's performance and aligned to Group strategy.

Consistency with the Company's interests and contribution to the commercial strategy

The Executive Corporate Oﬃcer compensation policy is consistent with the Company's interests and contributes to the Company's commercial strategy and long-term success in so far as it:

is determined according to clear and quantiﬁable criteria, linked to the Group's strategy;

- includes incentives that reﬂect the Group's strategic focus on long-term proﬁtable growth;
- provides for variable and long-term compensation linked in part to CSR criteria;
- aligns the interests of Executive Corporate Oﬃcers with those of the Company and shareholders.

Conﬂict of interest

The Board of Directors has implemented a conﬂict of interest management procedure under which directors are required to notify the Chairman of the Ethics & Governance Committee of any one-oﬀ or potential conﬂicts of interests and to refrain from attending deliberations and voting on the related decision (see

Section 2.1.3 on the absence of conﬂicts of interest).

Furthermore, in accordance with the AFEP-MEDEF Code, the Board of Directors deliberates on Executive Corporate Oﬃcers compensation in their absence.

2.3.2.2 Compensation policy - Chief Executive

Oﬃcer (Executive Corporate Oﬃcer)

Together with the general principles set out above, the items presented below comply with Article 22-10-8 of the French Commercial Code and represent the Board of Directors' report on the Chief Executive Officer compensation policy that will be presented for approval to shareholders at the Shareholders' Meeting of May 20, 2021.

Compensation structure

The Chief Executive Oﬃcer compensation policy seeks a balance between short-term and long-term performance to ensure the sustainable development of the Company and aims for consistency between changes in overall compensation and Company performance trends.

Procedures for setting ﬁxed and variable compensation

The procedures for setting Executive Corporate Oﬃcer compensation in respect of ﬁscal year Y are adopted by the Board of Directors' meeting in Y held to approve the ﬁnancial statements for ﬁscal year Y-1. The Board of Directors therefore approves at the beginning of the year for the year in progress:

- Fixed component

Fixed compensation seeks to reward the responsibilities associated with the oﬃce. It takes into account the complexity of the position's duties and responsibilities and the skills, expertise and experience required as well as the competitive position.

The ﬁxed component is not reviewed annually, but after several years in accordance with the AFEP-MEDEF Code. however, in the event of a signiﬁcant change in the scope of responsibilities or a major diﬀerence in positioning compared with the market, a review could be envisaged based on clearly explained reasons. The ﬁxed portion is paid in 12 equal monthly installments and represents 50% of the total theoretical compensation if objectives are attained for the Chief Executive Oﬃcer, since the Shareholders' Meeting of May 2020.

- Theoretical variable compensation: components and calculation method

Taking into account market practice for Executive Corporate Oﬃcers, the Board of Directors decided to progressively increase the percentage of theoretical variable compensation if objectives are attained to 100% of ﬁxed compensation for Executive Corporate Oﬃcers. This target objective of 100% of ﬁxed compensation now applies to the Chief Executive Oﬃcer.

In the event of an appointment or departure during a ﬁscal year, the variable component is calculated based on the percentage deﬁned in this way, pro rata to the period the oﬃce is exercised during the relevant ﬁscal year.

The Board also set the procedure for calculating the variable component of the Chief Executive Oﬃcer's compensation, deﬁning the performance indicators underlying the variable compensation calculation, as well as the strategic individual performance objectives set for the year.

The variable compensation breaks down as follows:

- quantiﬁable performance indicators for 80% of the theoretical variable compensation based on:

ﬁnancial performance indicators for 60%, the Board of Directors having decided to increase the weight of the ﬁnancial component to 60% from 2020 so as to increase the impact of ﬁnancial performance indicators on determining the variable compensation. The calculation structure and weighting are stable over time and the level of attainment of these indicators is determined based on a comparison of actual audited and budgeted Group consolidated results. The performance indicators are adopted in line with the key indicators presented regularly to the market and are also stable over time.

This component varies in line with its theoretical level, between nil and a ceiling of 200% and is calculated using a formula that accelerates the weighted performance of ﬁnancial indicators upwards or downwards, such that a one-point change in the economic performance has a four-point impact on the calculation of the variable component, under a risk/reward approach. This component is therefore nil if the weighted performance of ﬁnancial indicators is less than or equal to 75% and can reach twice the theoretical amount if the weighted performance is

greater than or equal to 125%, varying on a straight-line basis between these two limits.

- quantiﬁable performance indicators for 20%, based on the attainment of strategic objectives set by the Board of Directors. The quantiﬁable objectives can vary between nil and 200%.
- qualitative indicators for 20% of the theoretical variable compensation, based upon the attainment of individual qualitative objectives set by the Board of Directors. Purely qualitative objectives are capped for 2021 at 100% of their theoretical amount.

The Board of Directors therefore ensured that the objectives set could be objectively assessed and measured, such that 80% of the total variable compensation for the year is based on quantitative data. Objectives must also be clearly tied to the roll out of the Group's strategic priorities approved by the Board of Directors as essential to the delivery of the long-term strategic plan.

Therefore, as a result of this system, ﬁxed plus variable compensation of the Chief Executive Officer may vary between 50% and a maximum of 140% of the theoretical/target ﬁxed plus variable annual compensation. The variable component and the total ﬁxed plus variable compensation are therefore both capped and the variable component for the year may not represent more than the percentage of ﬁxed compensation presented in the summary table below, prepared according to the respective weightings of the quantiﬁed and purely qualitative objectives set for the year.

The level of attainment of objectives and the amount of variable compensation components are decided, pursuant to the recommendations of the Compensation Committee, by the Board of Directors' meeting in Y+1 held to approve the ﬁnancial statements for ﬁscal year Y. The Committee meets on several occasions before the Board of Directors' meeting to assess the percentage attainment of Executive Corporate Oﬃcer objectives. A Committee meeting was held at the end of 2020 and another in early 2021 to assess this performance before the Board of Directors' meeting which decides the level of attainment by Executive Corporate Oﬃcers of their objectives. Objective attainment percentages are communicated annually for each criterion.

Variable compensation is paid following approval by the Shareholders' Meeting in Y+1 of compensation components for ﬁscal year Y for all Executive Corporate Oﬃcers.

Summary table of the theoretical structure of ﬁxed and variable compensation for the Chief Executive Oﬃcer

Theoretical compensation structure, base 100

Gross ﬁxed compensation

Annual variable compensation - ﬁnancial indicators Annual variable compensation - quantiﬁable indicators Annual variable compensation - qualitative objectives Multi-year variable compensation

Chief Executive Oﬃcer (since the Shareholders' Meeting of May 20, 2020)Target

Theoretical total if objectives are attained % variable/ﬁxed

0 100 100%

50 140

Min

Max

50 50

0 60

0 20

0 10

0 0

180%

Capgemini share‑based incentive policy procedures

The Group stopped granting stock options in 2009 and now grants performance shares in accordance with the following principles:

- subject to performance and presence conditions: performance shares are granted subject to the same conditions of presence and performance as applicable to other Group beneﬁciaries and all shares are subject to performance and presence conditions. however, in the

event of inclusion of an outperformance clause, this clause would not apply to Executive Corporate Oﬃcers:

the associated conditions are ambitious, as demonstrated by the eﬀective share grant percentages for the seven fully vested plans of respectively 42.3% for the 2009 plan, 56.7% for the 2010 plan, 87.9% for the 2012 plan, 83.9% for the 2013 plan, 82.5% for the 2014 and 2015 plans and 70.8% for the 2016 plan, of the number of shares initially granted;

the performance conditions include internal (comprising since 2018 CSR conditions) and external performance conditions in accordance with the AMF recommendation, and are calculated over a 3-year period to ensure sustainable performance and to align Executive Corporate Oﬃcer, shareholder and stakeholders interests in the long run;

- volume: the volume of shares granted to Executive Corporate Oﬃcers pursuant to the resolutions presented to shareholder vote is limited (maximum of 10% of shares available for grant set in the most recent resolution voted on May 20, 2020). Overall, in 2020, the volume of shares granted to Executive Corporate Oﬃcers was well within the cap set in the resolution, with total percentages of 1.23% of the maximum authorized amount and 1.32% of the amount eﬀectively granted, compared with 3.78% and 4.17% respectively in 2019;
- cap: the IFRS value of shares granted aims not to exceed 100% of the theoretical annual cash compensation for a given year, and over the past six years this value has ranged from 60% to 95% of this theoretical annual cash compensation for Executive Corporate Oﬃcers;
- obligation to hold shares: in accordance with legal provisions, the Board of Directors must set the number of vested sharesgranted in connection to their oﬃce that Executive Corporate Oﬃcers must continue to hold until the termination of their oﬃce.

The Board of Directors decided that vested performance shares representing at least 50% of shares must be retained, where the amount of shares held, valued at the share price on the vesting date, represents less than a threshold expressed as a multiple of the theoretical annual compensation (ﬁxed and variable). Once this threshold is reached, the obligation to retain performance shares only applies to one third of shares vested. Finally, the Board of Directors decided on February 14, 2018 that if the number of shares valued on the vesting date represents more than twice the above threshold, then the obligation to hold shares that vest as a result of these grants would be set at 5% of vested shares. Executive Corporate Oﬃcers are therefore entitled to freely sell their shares as long as i) the value of their shares remains above the latter threshold and ii) at least ﬁve percent of each share grant is held until the termination of their oﬃce as Executive Corporate Oﬃcer.

The threshold under which 50% of vested shares must be held until termination of his oﬃce has been set for the Chief Executive Oﬃcer at one year of his theoretical annual compensation (ﬁxed and variable), applicable from the vesting date.

If the value of the portfolio held at the vesting date is:

< one years' ﬁxed and variable theoretical compensationObligation to hold vested shares until the later of the end of the term of oﬃce and the plan date

50%

> one years' ﬁxed and variable theoretical compensation and< two years' ﬁxed and variable theoretical compensation

> two years' ﬁxed and variable theoretical compensation

33.3%

5% subject to remaining above the two-year threshold

- ban on hedging: share hedging transactions are prohibited before the end of the mandatory holding period. This ban is included in the grant plan rules and applies to all beneﬁciaries, who must acknowledge in writing that they will comply with the plan rules. The ban applies since the ﬁrst performance share grant plan in 2009. In accordance with the AFEP-MEDEF Code recommendations, the Chief Executive Oﬃcer gave a formal commitment to comply with this ban.

eﬀective presence required, subject to three exceptions: eﬀective presence on the vesting date is required for shares to vest as per the terms of the plan rules with the exception of death, disability or retirement. In the case of retirement, shares still vest on scheduled dates as per plan rules and conditions. These presence conditions and exceptions have applied since the ﬁrst performance share grant plan. In other circumstances, the shares are forfeited.

- grant in the same periods: in accordance with the recommendations of the AFEP-MEDEF Code, performance shares are now granted in the same calendar periods and are decided by either the Board of Directors' meeting at the end of July or the following meeting held in October. This has been the case since 2015, as grants were performed in July in 2015 and 2016 and in October in 2017, 2018, 2019 and 2020.

If regulatory developments or any other circumstances make the use of equity-based incentive instruments restrictive, impossible or economically inappropriate, use of a special purpose long-term incentive mechanism with the same terms, criteria and ceilings could be envisaged.

One-oﬀ award

A one-oﬀ award, if any, would only be applicable in case of an external hiring of an executive, with the need to buy out rights that would be lost following this hiring decision. In such case, the award would be proportionate to the lost amounts and implementation and payment of this remuneration would be subject to approval by Shareholders' Meeting pursuant to Article L. 222-10-8.

Termination clauses

During the meeting of March 11, 2020, the Board of Directors considered that it was in the Company's interest to maintain the existing Chief Operating Oﬃcer system for the Chief Executive Oﬃcer, in strict compliance with the AFEP-MEDEF Code. During its meeting of March 18, 2021, the Board again considered it was in the Company's interest to maintain this system, which encompasses:

- A non‑compete obligation

Subject to compliance with the non-competition obligation for a period of 12 months as from the date of termination of his corporate oﬃce, the Chief Executive Oﬃcer may be entitled to a compensation payment equal to half of his theoretical gross compensation (ﬁxed plus variable) if objectives are attained, applicable on the date of termination of his duties as Chief Executive Oﬃcer. The Board of Directors can decide to lift this non-compete obligation on the departure of the Chief Executive Oﬃcer. This compensation is spread over the application period of the clause and is not payable if the Chief Executive Oﬃcer exercises his right to retire or is over 65 years old at the end of his term of oﬃce.

- Capped severance pay subject to performance conditions due in the event of termination of the duties of Chief

Executive Oﬃcer

A severance indemnity will only be due to the Chief Executive Oﬃcer at the end of his term of oﬃce in case of a forced departure in connection with (i) a merger or spin-oﬀ aﬀecting the Company, (ii) a change of control within the meaning of article L. 233-3 of the French Commercial Code, or (iii) a signiﬁcant change in strategy of the Company or a fundamental disagreement with the Board of Directors. however, no severance pay shall be due if the Chief Executive Oﬃcer leaves the Company on his own initiative, is entitled to exercise his right to retire or is 65 years old on the termination of his term of oﬃce or in the event of a gross negligence or serious misconduct. The Board ensured strict performance conditions were attached to severance pay in the event of termination of the corporate oﬃce, based on the weighted performance of theﬁnancial indicators applicable to the variable component of the Chief Executive Oﬃcer's compensation (tied to Group performance indicators and consolidated results), observed annually during the last two full ﬁscal years preceding the termination of duties, with a heavier weighting applied to the ﬁnal year (60% compared with 40% for the preceding year).

The Board will confirm the effective achievement of these performance criteria.

In compliance with the recommendations of the AFEP-MEDEF Code, the aggregate amount of (i) severance pay eﬀectively paid, and (ii) any indemnity likely to be paid in consideration for the non-compete undertaking, may not exceed a maximum amount equal to twice the applicable theoretical annual compensation (ﬁxed plus variable) at the date of termination of the duties of Chief Executive Oﬃcer.

Severance pay on cessation of the corporate oﬃce based on performance during the previous 2 years

(Payable solely in the event of forced departure)

Xequal to half the theoretical gross compensation (ﬁxed +variable) applicable at the date of cessation of the duties of Chief Executive Oﬃcer (i.e. ≤ 1 year)

Indemnities on the potential application of a non‑compete clause on cessation of the corporate oﬃceAbsolute cap of 2 years theoretical annual compensation

(ﬁxed + variable)

applicable at the date of cessation of duties

Director compensation

Within the framework of the directors' compensation policy presented in Section 2.3.1, the Chief Executive Oﬃcer is eligible to receive remuneration for serving as a director. Mr. Aiman Ezzat has however informed the Board of his decision to waive his right to compensation for his duties as a director.

Beneﬁts in kind

In addition to the above-mentioned items, the structure of the Chief Executive Officer compensation may also comprise the provision of a company car, under prevailing conditions within the existing plan in place in France. The Chief Executive Oﬃcer has not however subscribed to this oﬀer. The Chief Executive Oﬃcer is covered by collective healthcare and welfare plans applicable within the Company.

Multi‑year Variable Compensation

Long savings plan

On the proposal of the Compensation Committee, the Board of Directors decided that the Chief Executive Oﬃcer can beneﬁt from the long savings mechanism. This plan has been implemented since 2016 to remain attractive for senior executives while being able to oﬀer a long term incentive vehicle with better economic conditions for both the Company and the beneﬁciaries of the previous plan which was closed to new entrants at the end of 2015 with pension rights frozen. This mechanism is more aligned with developments in the market and the European legal framework

(portability, performance conditions, agility) and seeks to cover the absence of contributions and therefore pension rights above eight times the French annual social security ceiling. The plan consists in the payment of an annual allowance, at least half of which is allocated to a third-party body in the context of a supplementary optional pension insurance plan (Article 82), with the rest of the cash allowance being kept by the beneﬁciary, considering the immediate taxation upon entry of this mechanism.

This allowance is made under the following conditions:

- the allowance is subject to the attainment of performance conditions;

- the amount of the allowance if all objectives are attained is equal to 40% of the annual ﬁxed compensation; it will vary according to the unﬂexed weighted performance of the ﬁnancial performance indicators used for the calculation of the variable component;

the payment of the allowance in respect of year Y, subject to the satisfaction of the performance conditions for year Y, is deferred as follows:

- 50% of the amount calculated is paid in year Y+1,
- 50% of the amount calculated is paid in year Y+2, provided the Chief Executive Oﬃcer is present in the Group at June 30 of year Y+2.

The calculation procedure and the objectives related to this allowance will be set each year by the Board of Directors, on the proposal of the Compensation Committee. The Board of Directors decided that the calculation procedure, the Company's internal performance indicators taken into account for the calculation of the variable component linked to the ﬁnancial performance indicators, and weighting associated with each indicator for ﬁscal year 2021, will be set by the Board of Directors, on the proposal of the Compensation Committee, during the meeting held to approve the results for the year ended December 31, 2020. The calculation is performed over the eﬀective duration of the current term of oﬃce in a given year in the event of entry into or termination of duties during the year.

Supplementary pension beneﬁts

The Chief Executive Oﬃcer is not covered by a supplementary pension plan.

Application of the compensation policy to Mr. Aiman

Ezzat, Chief Executive Oﬃcer of Capgemini SE since the Shareholders' Meeting of May 20, 2020 - Fixed component

At the recommendation of the Compensation Committee, the Board of Directors decided to position Mr. Aiman Ezzat's theoretical ﬁxed compensation for his duties as Chief Executive Oﬃcer in ﬁscal year 2021 at €1,000,000, unchanged on ﬁscal year 2020, payable monthly pro rata to his term of oﬃce in the ﬁscal year.

- Variable component

The Board of Directors decided to leave Mr. Aiman Ezzat's variable compensation unchanged at 100% of his ﬁxed compensation, that is an amount of €1,000,000, representing 50% of his total ﬁxed plus variable theoretical compensation. The 2021 variable component is based 80% on quantiﬁable performance indicators.

Financial indicators (60% of the variable component)

Variable compensation is based 60% on ﬁnancial indicators. The composition and relative weighting of these ﬁnancial performance indicators for 2021 (as since 2013) are:

growth for 30% (Group revenues);

- operating proﬁtability for 30% (Group operating margin rate);

cash generation for 20% (Group organic free cash ﬂow);

- shareholders return for 20% (net proﬁt before taxes). Individual performance objectives account for 40% of variable compensation, including 20% based on quantiﬁable objectives and 20% based on qualitative objectives. Individual performance objectives set by the Board of Directors for the Chief Executive Oﬃcer for 2021 are:

Quantiﬁable individual performance objectives (20% of the variable component)

- Objective 1: implementation of the CSR strategy for 20%. Qualitative individual performance objectives (20% of the variable component)

Objective 2: successful integration of Altran for 15%.

- Objective 3: Launch of the Intelligent Industry strategy for 5%.

Individual performance objectives set by the Board of Directors for the Chief Executive Oﬃcer for 2021 are:

Amount

of the	Pre-tax net	Operating	Intelligent
free-cash ow	pro t	margin rate	Revenue	Industry
in 2020	objective	objective	objective	strategy

Altran

CSR strategy

20%

30%

50%

37.5%

12.5%

Financial objectives

As the ﬁxed compensation is €1,000,000, the amount applicable for the long savings plan was set at €400,000 for 2021 and the theoretical annual cash compensation is therefore two million,

2021 annual compensation target structure:

2.3.2.3 Compensation policy - Chairman of the Board of Directors

Compensation structure

Together with the general principles set out above, the items presented below comply with Article 22-10-8 of the French Commercial Code and represent the Board of Directors' report on the Chairman of the Board of Directors' compensation policy that will be presented for approval to shareholders at the Shareholders' Meeting of May 20, 2021.

Personal objectives

(including 50% quanti able)

four hundred thousand euros, with 58% subject to performance conditions.

In compliance with the recommendations of the AFEP-MEDEF Code, the Chairman of the Board of Directors' compensation policy solely includes ﬁxed compensation, the continuation of the supplementary collective deﬁned beneﬁt pension plan closed and frozen in 2015 and the coverage provided by the collective health and welfare plans applicable within the Company.

The compensation structure therefore excludes the payment to the Chairman of the Board of Directors of:

- annual or deferred variable compensation;
- equity-based instruments;
- exceptional compensation;
- severance pay.

Fixed compensation

The procedures for setting the compensation of the Chairman of the Board of Directors, a non-Executive Corporate Oﬃcer, in respect of ﬁscal year Y are adopted by the Board of Directors' meeting in Y held to approve the ﬁnancial statements for ﬁscal year Y-1. The Board of Directors therefore approves at the beginning of the year for the year in progress the ﬁxed compensation that seeks to reward the responsibilities associated with the oﬃce and takes into account the competitive position, based on a market study, the level and complexity of duties, the responsibilities of the function, the skills, expertise and experience and the role of ambassador for the Company's image and guarantor of the Group's values deﬁned by its founder.

The ﬁxed component is not reviewed annually, but after several years in accordance with the AFEP-MEDEF Code. The ﬁxed component is paid in 12 equal monthly installments.

On this basis and at the recommendation of the Compensation Committee, the Board of Directors decided to set the Chairman's compensation, subject to approval by the Shareholders' Meeting, at €800,000 from June 2020, payable monthly pro rata to his term of oﬃce in the ﬁscal year. For 2021, and at the recommendation of the Compensation Committee, the Board of Directors decided to leave the Chairman's compensation unchanged, subject to the vote of the Shareholders' Meeting of May 20, 2021.

The Board of Directors set this compensation taking account of Mr. hermelin's speciﬁc role as Chairman of the Board in the context of the managerial succession. In this context, Mr. hermelin was appointed Chairman of the Strategy & CSR Committee and continues to represent the Company, in support of the Chief Executive Oﬃcer, in its high-level relations at national and international level, enabling Capgemini to continue to beneﬁt from his experience and knowledge of the Group. When representing the Company with major clients and partners, he acts only with the full agreement of the Chief Executive Oﬃcer and at his request. The Chairman is also responsible for promoting the Group's values, culture and reputation. This managerial succession period will not exceed two years, terminating at the end of the 2022 Shareholders' Meeting.

Director compensation

Under the Director compensation policy presented in Section 2.3.1, the Chairman is eligible to receive director compensation. The Chairman has however already indicated that he will waive his right to such compensation for his duties as a director, as he has now done for over a decade.

Supplementary pension beneﬁts

Mr. Paul hermelin is a member of the supplementary collective deﬁned beneﬁt pension plan (Article 39) set up in 2006 in Capgemini Service, under the same conditions applicable to other employee members. This plan was reviewed by an external firm which conﬁrmed that it complies with the AFEP-MEDEF recommendations of October 6, 2009 and also the revised AFEP-MEDEF Governance Code issued in June 2013.

The plan was closed to new beneﬁciaries in 2015 and rights of existing members have been frozen as of October 31, 2015.

In order to receive beneﬁts under this plan, it is necessary to be with the Group at the time of retirement, to have at least 10 years of seniority, to have been a Group Executive Committee member for at least ﬁve years and to have a compensation level above eight times the French annual social security ceiling (PASS) during ﬁve years at least.

Beneﬁts are based on reference earnings equal to the average of the three best years (ﬁxed and variable components) from among the ten years preceding retirement.

In addition, this supplementary pension is subject to three cumulative limits such that the pension amount cannot exceed:

40% of reference earnings;

- 50% of reference earnings, including pensions received under all other pension plans; and

reference earnings are capped at 60 times the French annual social security ceiling.

Beneﬁts are proportional to length of service (minimum of 10 years required and a maximum of 30 years), reﬂecting the required progressive acquisition of entitlement, which remains well below the threshold set by the AFEP-MEDEF Code and the recent legal ceiling of 3% per annum. Entitlement is acquired at a rate of 1.5% per year for the ﬁrst 10 years of seniority and for subsequent years only at rates of:

1% up to 20 times the French annual social security ceiling;

- 2% between 20 and 40 times the French annual social security ceiling;

3% between 40 and 60 times the French annual social security ceiling;

Therefore, the maximum possible annual entitlement is equal to 1.83% before the potential impact of the cumulative limits. Due to the long seniority of our Chairman (frozen at 23 years in 2015),

the value of the annual pension is estimated at a net amount after income tax and employee social contributions of K€296, corresponding to a gross amount of K€887.

The plan is ﬁnanced through an external insurance company and as such the required funds to pay the pension support a contribution of 24%. 21 members have beneﬁted from this plan since its launch with seven presently active as of December 31, 2020.

2.3.3 Compensation paid in 2020 or granted in respect of 2020 to

Executive Corporate Oﬃcers

2.3.3.1 2020 compensation of the Chairman and

Chief Executive Oﬃcer, Mr. Paul Hermelin

(up to May 20, 2020)

The following table summarizes the components calculated in application of the Chairman and Chief Executive Oﬃcer compensation policy approved by the Shareholders' Meeting of May 20, 2020, which remain subject to approval by the Combined Shareholders' Meeting of May 20, 2021 (for more information, see Chapter 7 of this Universal Registration Document).

As a reminder, in the context of the health crisis tied to the Covid-19 pandemic, the Executive Corporate Oﬃcers, in solidarity with employees and the Company's ecosystem did not receive, with theconsent of the Board of Directors in its April 27, 2020 session, 25% of their annual ﬁxed and variable compensation for 2020, thereby going beyond the AFEP MEDEF recommendations.

This led to an overall reduction in compensation for these two

Executive Corporate Oﬃcers of €842,721, including €390,866 for Mr. Paul hermelin, which has no impact on the compensation policy approved by the May 20, 2020 Shareholders' Meeting, which has been applied strictly according to the objectives set by the Board of Directors in its March 11, 2020 meeting, objectives set therefore excluding the acquisition of Altran.

In accordance with its commitment, the Company paid €640,000 to the Pasteur Institute to ﬁnance research into Covid-19.

(gross amount)

Mr. Paul Hermelin: Chairman and Chief

Compensation for 2019Granted

Compensation for 2020

Granted

Executive Oﬃcer (up to the Shareholders'	Paid in	in 2019,	Total	Paid in	in 2020,	Total
Meeting of May 20, 2020)	2019	paid in 2020	2019	2020	paid in 2021	2020

Fixed compensation (1)

1,452,000

-1,452,000

605,000

-605,000

Annual variable compensation (1)

-1,311,780

1,311,780

-491,800

491,800

Multi-year variable compensation

Exceptional compensation

Compensation for duties as a director

Beneﬁts in kind

TOTAL COMPENSATION PAID OR GRANTED IN RESPECT OF THE FISCAL YEAR (1)

1,452,000

1,311,780

2,763,780

605,000

491,800

1,096,800

In addition, the value of performance shares granted during the ﬁscal year and valued as per the IFRS rules on the grant date is reported below :

(gross amount)

Mr. Paul Hermelin: Chairman and Chief Executive Oﬃcer (up to the Shareholders' Meeting of May 20, 2020)

Granted in 2019

Compensation for 2019

Compensation for 2020

Total 2019

Granted in 2020

Total 2020

Value of multi-year variable compensation granted in respect of the ﬁscal year

Value of options granted during the ﬁscal year

Value of performance shares granted during the ﬁscal year

2,075,466

TOTAL GRANTED

2,075,466

TOTAL (1)

4 839 246

1,096,800

TOTAL POST REDUCTION (2)

822,600

(1) Compensation which will be paid or granted to the Chairman and CEO, in compliance with the compensation policy approved by the May 20, 2020 Shareholders' Meeting.

before the 25% reduction of his 2020 annual ﬁxed and variable compensation, in the context of the health crisis tied to the Covid-19 pandemic

(2)Compensation which will be paid or granted to the Chairman and CEO following the 25% reduction of his 2020 annual ﬁxed and variable compensation, in the context of the health crisis tied to the Covid-19 pandemic

Fixed and variable compensatione (cash)

Taking into account the separation of the duties of Chairman of the Board of Directors and Chief Executive Oﬃcer on May 20, 2020, M. Hermelin was not granted any performance shares in 2020.

Non-compete clause €0

Termination bene ts

€0

* Amount before the 25% reduction of his annual xed and variable compensation for 2020 in the context of the Covid-19 pandemic.

Pursuant to Say on Pay rules and the most recent revised AFEP-MEDEF Code with which Capgemini complies, the compensation of Executive Corporate Oﬃcers paid during the ﬁscal year or granted in respect of the ﬁscal year then ended must be presented to theShareholders' Meeting for vote. The following table summarizes the 2020 compensation components subject to shareholder vote pursuant to the Say on Pay policy.

Compensation components paid in 2020 or granted in respect of 2020 to Mr. Paul Hermelin, Chairman and Chief Executive Oﬃcer, and subject to shareholder vote

Fixed compensationAnnual variable compensation

Amount or accounting value subject to vote

€605,000 (paid in 2020)

€491,800 (paid in 2021 in respect of 2020)

Reminder: €1,311,780 (paid in 2020 in respect of 2019 after approval by the Shareholders' Meeting)

Presentation

The gross ﬁxed compensation of €1,452,000 for ﬁscal year 2020 was approved by the Board of Directors on March 11, 2020 at the recommendation of the Compensation Committee. It represents 55% of the total theoretical compensation if objectives are attained and is reviewed at long intervals in accordance with the AFEP-MEDEF Code. This amount is unchanged since 2013 when it was increased by 10% to reﬂect the change in Mr. Paul hermelin's role who became Chairman and Chief Executive Oﬃcer at the end of the Combined Shareholders' Meeting of May 24, 2012, the extension of his responsibilities and the development and internationalization of the Group since 2008, when his compensation was last modiﬁed. The annualized increase in his theoretical compensation since 2008 and therefore in his ﬁxed compensation is less than 0.9% per annum. This theoretical compensation falls within the average of CAC 40 executives. Furthermore, given the change in the Group's governance following the Shareholders' Meeting of May 2020, the ﬁxed compensation eﬀectively paid in 2020 in respect of Mr. Paul hermelin's duties was prorated 5/12th, representing an amount of €605,000.

During the Board of Directors' meeting of March 18, 2021, the Board, based on the audited and approved accounts and at the recommendation of the Compensation Committee, assessed the amount of Mr. Paul hermelin's variable compensation for ﬁscal year 2020, of a target amount if objectives are attained of €1,200,000, i.e. 45% of his total theoretical compensation and 82.6% of his ﬁxed compensation and comprising two equal components, V1 and V2, that may vary between 0% and 200% of the theoretical amount for quantiﬁable objectives and 0% and 100% of the theoretical amount for purely qualitative objectives. Furthermore, given the change in the Group's governance following the Shareholders' Meeting of May 2020, the variable compensation in respect of Mr. Paul hermelin's duties was calculated based on 5/12th of the theoretical amount, that is €500,000.

Amount or accounting value subject to votePresentation

V1 component: this component is calculated in accordance with quantiﬁable criteria and the following respective weightings, all relating to the ﬁnancial results as compared to objectives set by the Board at the beginning of the year, which remained unchanged despite the health crisis related to the Covid‑19 pandemic:

% attainment of revenues: 30% weighting ;

2) % attainment of the operating margin rate: 30% weighting ;
3) % attainment of pre-tax net proﬁt: 20% weighting ;
4) % attainment of free cash ﬂow: 20% weighting.

These objectives were assessed with respect to the objectives set by the Board of Directors' meeting of March 11, 2020.

Attainment rates for these four objectives were 93.2%, 90.9%, 101.4% and 105.8% respectively, which, taking account of the relative weighting of each objective, gives a weighted attainment rate of 96.68%.

The Group's historical calculation formula accelerates actual performance upwards or downwards such that for 2020:

- if the weighted performance of the above four ﬁnancial indicators is less than or equal to 75%, the V1 component will be nil;
- if the weighted performance of the above four ﬁnancial indicators is greater than or equal to 125%, the V1 component will be capped and equal to twice its theoretical amount;
- accordingly, a one-point variance in the weighted attainment rate increases or decreases the variable component by 4%;
- a weighted rate of 96.68% in 2020 results in the multiplication of the theoretical variable component by 86.72%.
- giving a ﬁnal V1 amount of €1,200,000/2*5/12 x 86.72% equal to €216,800.

For the quantiﬁable objectives, the Board deﬁned two sets of indicators evenly spread around i) the deployment of the CSR strategy and (ii) completion of the acquisition of Altran Technologies. The quantiﬁable objectives set by the Board at the beginning of the year remained unchanged.

The ﬁrst set of quantiﬁable objectives concerned the deployment of the CSR strategy focusing on diversity and environmental responsibility. The diversity objective was measured based on the % of women in key senior executive positions, with a 2-point improvement objective in 2020. This ambitious objective was attained and even slightly exceeded. With regards to environmental responsibility, the objective was a 5% reduction in greenhouse gas emissions/ employee during the ﬁscal year. This objective was largely exceeded mainly due to the marked reduction in business travel because of the health crisis tied to the Covid-19 pandemic. On this basis, the Board considered the objectives set for the ﬁrst part of quantiﬁable component to be attained 140%.

The second set of quantiﬁable objectives concerned the completion of the Altran acquisition, which was considered to be achieved. Therefore, given these achievements, the Board considered the objectives set for the quantiﬁable component to be attained 120%.

As regards the speciﬁc individual performance objectives, the Board set as an objective the quality of the Chairman's hand-over to the newly appointed Chief Executive Oﬃcer in the context of the changes in the Group's governance. Based on work conducted by the Lead Independent Director with Board members, the Board considered the objectives set for this category to be attained 100%.

Amount or accounting value subject to votePresentation

The Board approved a weighted performance of 110% as per the table below:

Weighted
Objective	Min	objective	Max	level	attainment
CSR strategy - diversity	0%	12.5%	25%	120%	15%
CSR strategy - sustainable development	0%	12.5%	25%	160%	20%
Completion of the Altran acquisition	0%	25.0%	50%	100%	25%
hand-over	0%	50.0%	50%	100%	50%
Total	0%	100%	150%	110%	110%
Target amount (in €)	0	600,000	900,000
Prorated target amount (5/12)	0	250,000	375,000	250,000
Proposed amount (in €)	275,000

Target Attainment

Accordingly, variable compensation of €491,800 was approved by the Board for 2020, i.e. 81.3% of ﬁxed compensation prorated for this ﬁscal year and 98.4% of the theoretical variable compensation. Total ﬁxed and variable compensation for 2020 is therefore €1,096,800 i.e. 99.3% of the theoretical compensation and may be summarized as follows:

Calculation of 2020 variable compensation for Mr. Paul Hermelin

V1: quantitative component based on budgeted ﬁnancial targets

WeightedIndicator

MinTargetMax Attainment attainment

Revenues

Operating margin rate (%) Pre-tax net proﬁt Organic free cash ﬂow

30% 30% 20% 20%

93.2% 27.96%

90.9% 27.28%

101.4% 20.27%

105.8% 21.17%

Weighted total performance before ﬂex Weighted total after 75/125 ﬂex

100%

200% 96.68%

(4*weighted performance - 3) 86.72%

Prorated variable V1 on target 250,000

Computed V1 216,800

V2: qualitative component based on 2020 objectives

Real-time Euronext Paris Other stock markets 05:14:06 2024-04-25 am EDT			5-day change	1st Jan Change
203.3 ^EUR	-1.12%		+1.40%	+7.71%

Apr. 19	Capgemini: new platform implemented for Bayer	CF
Apr. 18	CAPGEMINI : Oddo BHF adjusts its price target	CF

Capgemini: new platform implemented for Bayer	Apr. 19	CF
CAPGEMINI : Oddo BHF adjusts its price target	Apr. 18	CF
Exclusive-Deutsche Telekom, Airbus slam plan allowing Big Tech access to EU cloud data	Apr. 10	RE
Deutsche Telekom, Airbus slam plan allowing Big Tech access to EU cloud data	Apr. 10	RE
Keysight Technologies, Inc. and Capgemini SE Validate 5G New Radio RAN Solution for Non-Terrestrial Networks	Mar. 20	CI
CAPGEMINI : An adjustment in our target price	Mar. 14
Capgemini Bags EUR100 Million Contract to Deliver Cloud Platform to TenneT	Feb. 27	MT
Capgemini: contract with TenneT for a cloud platform	Feb. 27	CF
India's 'insourcing' boom does not spell doom for outsourcing, tech execs say	Feb. 27	RE
CAC40: ends a week of records, can aim for 8000pts	Feb. 23	CF
CAC40: the deluge of records continues, 7 in a row in Paris	Feb. 23	CF
CAC40: 7th record in a row, same W-Street, Nvidia $2,000bn	Feb. 23	CF
CAC40: continues to rise after a 1.3% gain	Feb. 23	CF
CAC40: positive bias before the opening	Feb. 23	CF
Capgemini: acquisition of a business from Unity	Feb. 23	CF
Capgemini to Buy Unity's Digital Twin Professional Services Unit	Feb. 23	MT
Capgemini to Acquire Unity Software Arm with Focus on Accelerating 3D Technology	Feb. 22	DJ
Capgemini to Acquire Unity?s Digital Twin Professional Services Arm to Accelerate Enterprises? Digital Transformation Through Real-Time 3D Technology	Feb. 22	CI
UBS Downgrades Capgemini to Neutral from Buy, Lifts PT	Feb. 22	MT
CAPGEMINI : UBS downgrades its recommendation	Feb. 22	CF
Capgemini SE agreed to acquire Digital Twin Professional Services from Unity Software Inc. (NYSE:U).	Feb. 21	CI
CAC40: Air Liquide's performance supports the index	Feb. 20	CF
Oddo BHF Affirms Capgemini at Neutral, Increases PT	Feb. 15	MT
Invest Securities Maintains Capgemini at Buy, Boost PT	Feb. 15	MT
CAPGEMINI : UBS confirms its buy recommendation	Feb. 15	CF

	1st Jan change	Capi.
CAPGEMINI SE	+7.71%	37.63B
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HCL TECHNOLOGIES LIMITED	+2.99%	48.08B

Capgemini SE

Equities

CAP

FR0000125338

IT Services & Consulting

Capgemini : FY 2020 results Report

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Analysis / Opinion

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Pursuant to Say on Pay rules and the most recent revised AFEP-	Shareholders' Meeting for vote. The following table summarizes
MEDEF Code with which Capgemini complies, the compensation of	the 2020 compensation components subject to shareholder vote
Executive Corporate Oﬃcers paid during the ﬁscal year or granted	pursuant to the Say on Pay policy.
in respect of the ﬁscal year then ended must be presented to the
CAPGEMINI

Target	Attainment	Weighted
Objective	Min	objective	Max	level	attainment
CSR strategy - diversity	0%	12.5%	25%	120%	15%
CSR strategy - sustainable
development	0%	12.5%	25%	160%	20%
Change in the portfolio	0%	25.0%	50%	120%	30%
Customer satisfaction	0%	12.5%	12.5%	100%	12,5%
Transition and assumption of
the duties of Chief Executive Oﬃcer	0%	18.75%	18.75%	100%	18,75%
Impact of Altran on the Group's strategy	0%	18.75%	18.75%	100%	18,75%
Total	0%	50%	150%	115%	115%
Target amount (in €)	0	312,000	468,000
Prorated target amount (5/12)	0	130,000	195,000	130,000
Proposed amount(in €)	149,500