ANNUAL FINANCIAL REPORT

UNIVERSAL REGISTRATIONDOCUMENT 2021

Contents
A Leader for Leaders

1

2

Presentation of the Group and its activities 5
1.1 Capgemini group fundamentals � � � � � � � � � � � � � � 6
1.2 Unique assets in a constantly changing
market � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �13
1.3 A strategy to support long‑term growth � � � � �17

5

2

Corporate Governance

AFR

2.1 Company management and administration � �33

AFR

2.2 Organization and activities of
the Board of Directors� � � � � � � � � � � � � � � � � � � � � � �70

AFR

5.1 Analysis of Capgemini groupconsolidated results � � � � � � � � � � � � � � � � � � � � � � � 230

AFR

5.2 Consolidated accounts � � � � � � � � � � � � � � � � � � � � 237

AFR

5.3 Comments on the Capgemini SE
financial statements� � � � � � � � � � � � � � � � � � � � � � � 303

AFR

5.4 2021 Financial Statements� � � � � � � � � � � � � � � � � 306

3

Risks and Internal Control

5.5 Other financial and accounting
information � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 335

31

2.3 Compensation of corporate officers � � � � � � � � �82

109

AFR

3.1 Internal control and risk management
systems � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �110

AFR

3.2 Risk factors� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �115

AFR

3.3 Insurance� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �126

4

Our ESG commitment as a responsible
leader229

AFR

1.4 An agile business operation � � � � � � � � � � � � � � � � �21
1.5 Solid performance in 2021 � � � � � � � � � � � � � � � � � � �26

Financial information

6

Capgemini and its shareholders

AFR

6.1 Capgemini share capital � � � � � � � � � � � � � � � � � � � 338

AFR

6.2 Capgemini and the stock market� � � � � � � � � � � 343

AFR

6.3 Current share ownership and voting
rights � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 346

AFR

6.4 Share buyback program � � � � � � � � � � � � � � � � � � � 347

337

6.5 Communication with shareholders � � � � � � � � 349

7

Report of the Board of Directors and draft
resolutions to be presented at the Combined
Shareholders’ Meeting of May 19, 2022
351
7.1 Resolutions presented at the Ordinary
Shareholders’ Meeting � � � � � � � � � � � � � � � � � � � � 352

129

7.2 Resolutions presented at the Extraordinary
Shareholders’ Meeting � � � � � � � � � � � � � � � � � � � � 364

AFR

4.1 Capgemini ESG pledge: leveraging
technology for the benefit of all � � � � � � � � � � � 130

AFR

4.2 Environment: Accelerating the transition
to Net zero � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 144

AFR

4.3 Social: Aligned entrepreneurs withprotection & respect for all � � � � � � � � � � � � � � � � �161

AFR

4.4 Governance: leading with trust andtransparency � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 197

AFR

4.5 Compliance with duty of care legislation(devoir de vigilance) � � � � � � � � � � � � � � � � � � � � � � � � �214

AFR

4.6 Reporting scopes and methodologies � � � � � �217

8.2 Historical Financial Information for2019 and 2020 � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 401

AFR

4.7 External Report on the Déclaration deperformance extra‑financière � � � � � � � � � � � � � � 226

8.3 Persons responsible for the information � � � 402

7.3 Supplementary report of the Board of
Directors on the issuance of shares under
the Capgemini group “ESOP 2021”
employee shareholding plan� � � � � � � � � � � � � � � 387
7.4 Statutory auditors’ special reports� � � � � � � � � 391

8

Additional information

AFR

8.1 Legal information � � � � � � � � � � � � � � � � � � � � � � � � � 398

9

Cross-Reference Table

397

403

9.1 Information required under Commission
Regulation (EC) no� 2017‑1129 � � � � � � � � � � � � � 404
9.2 Cross‑Reference Table for the Annual
Financial Report � � � � � � � � � � � � � � � � � � � � � � � � � � � 406
9.3 Cross‑Reference Table for theManagement Report � � � � � � � � � � � � � � � � � � � � � � 407

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

2021
Universal

Registration
Document
Annual Financial Report

Capgemini is a global leader in partnering with companies to transform and manage theirbusiness by harnessing the power of technology. The Group is guided everyday by its purposeof unleashing human energy through technology for an inclusive and sustainable future.
It is a responsible and diverse organization of 325,000 team members in more than
50 countries. With its strong 55-year heritage and deep industry expertise, Capgemini istrusted by its clients to address the entire breadth of their business needs, from strategy
and design to operations, fueled by the fast evolving and innovative world of cloud, data,AI, connectivity, software, digital engineering and platforms.
The Group reported in 2021 global revenues of €18 billion.

The French version of this Universal Registration Document (Document d’enregistrement universel) was filled with the Autoritédes marchés financiers (AMF – the French Financial Market Authority) on March 28, 2022, 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

A Leader for Leaders22021 UNIVERSAL REGISTRATION DOCUMENTCAPGEMINI

3

42021 UNIVERSAL REGISTRATION DOCUMENT

1.

1.
Presentation of the Groupand its activities
1.1

Capgemini group fundamentals

1.1.1

Group history . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

1.1.2

Seven values at the heart of our ethical culture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13

1.2.2

Market trends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13

1.2.3

A demanding competitive environment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15

1.2.4

Partners and Ecosystem of partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15

1.3

A strategy to support long-term growth

1.3.1

Value creation drivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17

1.3.2

An adapted investment policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21

1.3.3

Financing policy and financial rating . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21

1.4

An agile business operation

1.4.1

The main subsidiaries and a simplified Group organizational chart . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21

1.4.2

A client-focused organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23

1.4.3

Innovation at the heart of Capgemini’s organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .24

1.5

Solid performance in 2021

1.5.1

Major contracts won in 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26

1.5.2

Recognized publications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .27

1.5.3

Financial highlights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .30

1.5.4

Non-financial achievements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .30

CAPGEMINI

6

13

17

21

26

5

PRESENTATION OF ThE GROUP AND ITS ACTIVITIESCapgemini group fundamentals

1.1

Capgemini group fundamentals

1.1.1

Group history

1.

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: anentrepreneurial 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.

Now, led by Aiman Ezzat and chaired by Paul Hermelin, Capgemini
has 325,000 employees, including more than 169,000 in India, and it
operates in nearly 50 countries. As in 1967, Capgemini still has thesame passion: helping businesses to be more efficient, innovative,
and agile through technology.

1967-1974 | The rise of an entrepreneurial spirit
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 five 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.

1992

Just two years later, 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 withthe 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.
In 2007, Capgemini also marks its 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

Forty-five 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.

62021 UNIVERSAL REGISTRATION DOCUMENTPRESENTATION OF ThE GROUP AND ITS ACTIVITIESCapgemini group fundamentals

2017Capgemini 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 digitaltransformation of its organization.

2020

Aiman Ezzat succeeds Paul Hermelin as the Chief Executive Officer of Capgemini. Paul Hermelin retains the Chairmanship ofthe Board of Directors.
Capgemini unveils its purpose: unleashing human energy through technology for an inclusive and sustainable future. Developedwith 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 approvedby 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.

2021

A record year where Capgemini makes great strides towards reaching its 2025 ambitions. It completes the acquisition of Altran,
and brings together its engineering and R&D expertise by launching a new brand – Capgemini Engineering. The integration offrog and Cambridge Consultants within Capgemini Invent reinforces Capgemini as the strategic partner for the transformationof companies through technology.
The Group extends its global footprint with four acquisitions in the APAC region and sees its talent count cross 300,000. Three
new offers are launched to help organizations realize their sustainability goals – Sustainable IT, Net Zero, and Sustainable
Operations & Supply Chain.
Capgemini becomes the Worldwide Partner of the 2023 Rugby World Cup and joins World Rugby as its digital transformation
partner. It announces a six-year partnership with Ryder Cup, bringing technology to golf, and a three-year global partnershipwith the Nobel Prize Outreach to support innovation and science.

1.1.2

Seven values at the heart of our ethical culture

Since Serge Kampf’s creation of the Group in 1967, seven corevalues inspire our team members. These values inform our decision
making and actions, guiding the ethical business practices andculture of which we are proud.

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

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 andprobity. And everyone in the Group knows that any lack of openness
and integrity in our business dealings will be penalized at once.

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

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 isthe very soul of competitiveness: firmness in making decisions
or in forcing their implementation, an acceptance periodically tochallenge one’s orientations and the status quo.
Trust, meaning the willingness to empower both individuals andteams; 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 andthe widest possible sharing of ideas and information.

CAPGEMINI

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 understoodby them. It is about being frank in work relationships, having arelaxed 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.
With our values informing our decisions, our Group seeks to build
trusting, sustainable business relations with all stakeholders,extending the benefits of our ethical culture to the ecosystems
in which we operate.

7

1.

PRESENTATION OF ThE GROUP AND ITS ACTIVITIESCapgemini group fundamentals

1.1.3
1.

The Group business lines— Strategy & Transformation
Capgemini Invent is the Group’s digital innovation, consulting, andtransformation brand that helps decision makers design and build
the future of their organizations. Capgemini’s expertise builds on
the know-how of our brands frog and Cambridge Consultants,
both part of Capgemini Invent. frog partners with global brands
and ventures to drive customer-centric transformations at scale
through innovative and human-centric design work. Cambridge
Consultants is the innovation specialist in the development of
products and services.
— 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

1.1.4— Engineering
Capgemini Engineering helps innovative organizations around theworld unleash their R&D potential and engineer the products andservices of tomorrow thanks to the latest digital and software
technologies.
— Operations
This business line comprises the Group’s Business Services (including
Business Process Outsourcing and transactional services), as
well as installation and maintenance services for our clients’ IT
infrastructures, whether in data centers or in the cloud. ThroughBusiness Process Outsourcing and managed services of applications,these services offer our clients greater efficiency, and operational
and technological excellence.

An agile and innovative offer portfolio

The needs of our clients are constantly evolving. To help them riseto the challenge, Capgemini never stops adapting and transforming
its portfolio of offers, which includes Consulting Services forbusiness transformation, digital and operational solutions, andEngineering Services…
The sustained pace of innovation has encouraged Capgemini toimplement an agile and innovative management of its offer portfolio
to continually anticipate market developments. We have therefore
chosen to accelerate our development in three “playing fields”
dedicated to the digitalization of key management areas at the coreof businesses: Customer First, Intelligent Industry, and EnterpriseManagement. To achieve this goal, we rely on two technologicalpillars essential to all forms of digital transformation – data andcloud – without losing sight of the main issues of cybersecurity
and sustainable development.

Three playing fields
Customer First
Our Customer First playing field focuses on the relationships,
experiences, and value propositions by our clients to their customers.
Customer experience encompasses all interactions and impressions
that people have with an organization over time. Interactions include
all points of contact with customers, web or mobile interactions,conversations with a vendor in store or over the phone, calls with theafter-sales service team, and experiences with an online shoppingor e-commerce website. Impressions may include anecdotes sharedby friends or coworkers about a brand, as well as any news, press
releases, and messages on social media published by the Company.
We also work in partnership with our clients to help them continuously
reinvent their value proposition to keep pace with the market withnew services, products, ecosystems, and sales models that meetthe latest customer needs.
Intelligent Industry
Intelligent Industry is an important part of the digital transformationof businesses. It focuses on the digital transformation of R&D
laboratories to create smart products, services and systems thatare compatible with the Company’s sustainable development

8Group develops, tests, and safeguards innovative applications forbusinesses, relying on its expertise in four areas: consulting, testing,agile and cloud development, and cybersecurity.

goals, and with the digital transformation of its supply chain andproduction sites to make them more agile and efficient, and lesscarbon intensive.
Enterprise Management
We work in partnership with our clients to help them transformtheir organizations and the skills of their teams, their processes andapplications, the solutions they use, as well as their maintenanceand operations to make their businesses more agile, efficient,and optimized when it comes to costs. We also help them offer apersonalized and seamless experience to their employees.

Two technological pillars
Data & Artificial Intelligence (AI)Thanks to our ability to design, build, deliver and run large-scaledata and AI solutions, organizations can use data, intelligent
automation, and AI to transform themselves, across businessdomains, in an ethical and sustainable fashion.
Cloud
We help our clients adopt a cloud-first strategy. Acting as a strategic
lever of transformation, the cloud enables our clients to transformtheir IT and security, implement their data strategy, and develop
innovative services for their customers. It also makes it possible forthem to render their business management systems more agile.

Fundamentals common to all our offers
The Cybersecurity offer provides the Group’s clients with a complete
portfolio of specialized services in governance, protection, detection,and response to cyberattacks, with the aim of safeguarding
traditional computing, as well as cloud, connected objects, andindustrial systems.
Lastly, sustainable development, and especially reducing the carbon
footprint of businesses, is now part of our Group’s priorities. We
offer our clients a complete portfolio of services that enables
them to define their Net Zero strategy and make commitments,
identify operational levers for implementing this strategy, andmeasure results.

2021 UNIVERSAL REGISTRATION DOCUMENTPRESENTATION OF ThE GROUP AND ITS ACTIVITIESCapgemini group fundamentals

1.1.5

Enhanced sectoral expertise

The Group cultivates expertise across seven major sector groupings.
Over the years, Capgemini has strengthened its expertise andorganization to better meet the needs of its clients.
— Consumer Goods & Retail
Consumers are commanding the spotlight; they want to engage withbrands in increasingly personalized, intelligent, and digital ways.
Capgemini guides clients through the rapidly changing business,
technology and environmental context. 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 thatsustainable energy sources and new technology have brought tobusiness. Our industry-wide perspective is built to guide energy
and utilities companies as they master these market shifts andtechnology-triggered trends.
— Financial Services (Banking, Capital Markets & Insurance)
Capgemini steers the digital and operational transformationof leading financial institutions. Focusing on open enterprises,
data compliance, deep customer experience, and automation,
Capgemini helps create scalable and flexible systems for ourclients. We leverage the full breadth of Capgemini’s expertiseto create end-to-end solutions and invent, build and run theintelligent technologies specific to this sector’s challenges. Using
AI in particular, our solutions also help clients manage risks, ensurecompliance with prevailing regulations and capitalize on the fullpotential of FinTechs.
— Manufacturing & Life Sciences
With profitable growth at the top of the agenda, manufacturing
companies (e.g. automotive, aerospace and defense) are striving
to innovate faster, get closer to customers, and achieve a stepchange in operational efficiency. Clients expect end-to-end
capabilities for a holistic transformation journey and the ability tomake their operations more intelligent by leveraging the powerof data. Capgemini’s extensive view of these industries combinedwith our diverse, knowledgeable teams, enables us to respond toclient needs by building industry-specific, client-proven solutions
that activate business growth platforms.
Life sciences is one of Capgemini’s fastest-growing sectors. We
work with leading brands in pharmaceuticals, medical devices, andconsumer healthcare companies across the world to help clients

CAPGEMINItransform their business and create more enriching experiences fortheir customers and patients. By aligning the expertise of its life
science specialists, data scientists, and data engineers, Capgeminibrings the power of data and artificial intelligence at scale to ourlife sciences clients.
— Public Sector
Public sector organizations are addressing the great challenges of
our time – from climate change to Covid recovery and resilience,
digital transformation, and social justice. Digitalization is the key
to overcoming these societal challenges. Capgemini has extensive
experience of working with public sector organizations at all levels
to deliver outcomes through digital transformation and citizen-led
innovation. The Group provides proven solutions for modern andefficient digital government services. It supports organizationsin the adoption of trusted cloud, contributes to a culture oftransparent and data-driven government, and develops solutions
that deliver sustainability objectives. The Group also helps clients
preserve their sovereignty and independence in the digital realm.
Capgemini brings deep global expertise in the domains of tax andcustoms, public security, public administration, welfare, defense,
health, and social care.
— Telecommunications, Media & Technology
Capgemini is bringing innovation, creativity, and the domain expertiseof our people to solve our telecom clients’ most pressing challenges.
We provide end-to-end service across strategy, implementationand 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 findways of delivering immersive consumer experiences while they
adapt to innovative and emerging technology platforms. From thegrowing 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 efficientcustomer interactions. From the hospitality industry to travel andtransport, engineering and construction, and professional services
in general, Capgemini builds a global approach with clients toaccompany the digital transformation of their model and propose
services that better reflect the expectations of their end-customers.

9

1.

PRESENTATION OF ThE GROUP AND ITS ACTIVITIESCapgemini group fundamentals

1.1.6
1.

Recognized achievements

Once again, Capgemini received numerous awards in 2021 fromour technology partners, and recognition from analysts andindependent bodies.

Find the press release here: https://www.capgemini.com/news/
capgemini-named-mulesofts-global-practice-developmentpartner-of-the-year/

Partner Awards

Salesforce Partner Innovation Award – Automotive
Industry category

Partner of the Year, GSI digital transformation,from Microsoft
Capgemini won the Global Systems Integrator digital transformation
2021 Microsoft Partner of the Year award, along with six otherawards from Microsoft, including Partner of the Year, Financial
Services, and Partner of the Year, Analytics. The Company washonored among a global field of top Microsoft partners fordemonstrating excellence in innovation and implementation ofcustomer solutions based on Microsoft technology. Honorees werechosen from a set of more than 4,400 submitted nominations fromover 100 countries worldwide.
Find the press release here: https://www.capgemini.com/news/
capgemini-recognized-as-microsofts-digital-transformationpartner-of-the-year-2021/

Industry Solution Partner of the Year Award 2020,
from Google
Capgemini received the 2020 Google Cloud Global Industry
Solutions Partner of the Year award. The Group was recognized
for its achievements in the Google Cloud ecosystem, helping joint
clients in the Financial Services sector, notably in banking andinsurance, to achieve their cloud transformation goals. With adecade of experience in delivering tailored Google Cloud solutions
and deep-domain expertise, Capgemini has set up Google Cloud
Centers of Excellence to enable clients to move to a cloud-native,
digital business with Google.
Find the press release here: https://www.capgemini.com/in-en/
news/capgemini-wins-the-google-cloud-industry-solutionspartner-of-the-year-award/

SAP Pinnacle Awards 2021 Winner – Partner Learning
Excellence category
The Group won the Partner Learning Excellence category at SAP’s
Pinnacle Awards, 2021. The Pinnacle Awards showcase top-performing
SAP partners who have excelled in helping customers succeed.
Winners and finalists of an SAP Pinnacle Award are chosen basedon their commitment to customer value creation, exponential
growth, and simplification, demonstrating their ability to understandtheir customers’ business needs, deliver unmatched value, offer
solutions that reduce complexity, and help every customer becomea best-run business.
Find the press release here: https://www.capgemini.com/in-en/
news/capgemini-receives-2021-sap-pinnacle-award-in-the-partnerlearning-excellence-category/

Global Practice Development Partner of the Year, from
Salesforce’s MuleSoft
MuleSoft, provider of the world’s number one integration and
API platform, named Capgemini its Global Practice Development
Partner of the Year 2021, for the second year running. Capgemini
also claimed six regional awards from MuleSoft in EMEA, LatAm,
Australia and New Zealand, Asia, and Japan. Overall, Capgemini
was recognized for its commitment to helping customers unlock
and unify data with an API-led approach to deliver connectedcustomer experiences, faster, in a digital-first world.

10

Capgemini was awarded the Salesforce Partner Innovation Award in
the Automotive Industry category. The award showcases leadershipwithin the Salesforce ecosystem and was given in recognition of
the Group’s work on the digital transformation of Volvo Car APEC’s
operations. This was achieved through the implementation ofSales Cloud, Service Cloud, Marketing Cloud, Experience Cloud andConfigure Price Quote (CPQ) software, delivering a streamlined,
personalized, digital customer journey.
Find the press release here: https://www.capgemini.com/us-en/
news/capgemini-and-salesforce-support-volvo-car-apec-in-itsbusiness-transformation/

Pegasystems Partner Sales Excellence Award EMEA
For the 10 th consecutive year, Capgemini received awards from
Pegasystems. The Group was awarded the 2020 Pegasystems
Partner Sales Excellence Award for EMEA in recognition of its
commitment and tremendous impact on driving sales within that
region, at the first-ever Pegasystems virtual Partner Sales Kickoff
2021. As a Pegasystems Platinum-tier partner, Capgemini delivers
a growing range of Pegasystems-focused services, including
advisory, business-process design and optimization, governance,case management, customer engagement, marketing and sales
automation.
Find the press release here: https://www.capgemini.com/news/
capgemini-receives-the-2020-pega-partner-sales-excellenceaward-for-emea/

2021 Partner Innovation Award for Client Innovation in
Digital Transformation, from Pegasystems
Capgemini also received the Client Innovation in Digital Transformation award from Pegasystems, for its ability to drive large-scaletransformation programs, backed by Pegasystems’ customer service
and intelligent automation capabilities. In addition, Capgemini
received the Delivery Excellence award for its expertise in alignment
and adoption of Pegasystems’ Express Delivery methodology. The
awards recognize partners that demonstrate an extraordinary
ability to drive growth, delivery and transformational outcomesfor clients, enabling them to stay ahead of the curve.
Find the press release here: https://www.capgemini.com/news/
capgemini-wins-two-2021-pega-partner-innovation-awards/

Market analysts’ awards
Capgemini once again asserted its leadership position, according
to numerous reports published by market analysts in 2021.

Global Leader in Engineering, Research andDevelopment services according to Zinnov
Capgemini was named Global Leader by Zinnov for the seventh year ina row for its overall Engineering, Research and Development (ER&D)
prowess and capabilities. Zinnov, a leading global management andstrategy consulting firm, recognized Capgemini’s horizontal-specificcapabilities, including AI Engineering and Digital Engineering Services,along with its vertical capabilities across Aerospace, Automotive,
Industrial, Enterprise Software, Semiconductor, Medical Devices,
and Telecommunications.

2021 UNIVERSAL REGISTRATION DOCUMENTPRESENTATION OF ThE GROUP AND ITS ACTIVITIESCapgemini group fundamentals

Find the press release here: https://www.capgemini.com/in-en/
news/capgemini-positioned-as-a-global-leader-by-zinnov-for-itsengineering-research-and-development-services/

Number 1 in the Everest Group Engineering Services
Top 50
The Group secured the top position in the Everest Group Engineering
Services Top 50, a global list of the 50 largest third-party providersof Engineering Services (ES). This was up 21 places since last year.
The Top 50 list is based on Everest’s calendar year revenue andyear-on-year growth. Revenues comprise 75% of the composite
score used for ranking. Growth comprises 25% and has two
sub-parameters: absolute growth and percentage growth.
Find the press release here: https://www.capgemini.com/us-en/
news/capgemini-ranked-no-1-in-everest-groups-2021-list-of-top50-engineering-services-providers/#

A Leader for IT managed security services according toEverest Group
Everest Group named Capgemini a Leader in its IT managed
security services (MSS) PEAK Matrix Assessment, 2021. The
Group was recognized among 28 IT service providers evaluated byEverest Group for the assessment. It was positioned as a Leader
for its artificial intelligence/machine learning-led cyber defense
operations, investments in cyber experience centers and an
Operational Technology (OT) security portfolio, and its strong
innovation roadmap.
Find the press release here: https://www.capgemini.com/news/
capgemini-positioned-as-a-leader-for-it-managed-security-services2021-in-everest-groups-peak-matrix/

Leader in 5G Engineering Services according to Everest
Group
Capgemini was named a Leader in Everest Group’s report Envisioning
the Connected Future: 5G Engineering Services PEAK Matrix Assessment
2021 Report. Capgemini was recognized as a Leader for its vision andcapability to deliver services successfully and its ability to create
market impact. The research evaluated 18 engineering service
providers and shared insights on enterprise sourcing considerations.
Find the press release here: https://www.capgemini.com/news/
capgemini-positioned-as-a-leader-by-everest-group-for-5gengineering-services/

A Leader in Worldwide Smart Manufacturing Service
Providers according to IDC MarketScape
Capgemini was positioned in the Leaders Categor y in IDC
MarketScape’s Worldwide Smart Manufacturing Providers 2021
Vendor Assessment. The Group was named a Leader for its current
vendor capabilities and future strategies for delivering end-to-end
smart manufacturing projects. Capgemini was commended for its
key strengths, including its ability to design and deploy a broad
catalog of technologies as well as its capabilities around digitaltransformation roadmap identification using a value-driven approach.
Find the press release here: https://www.capgemini.com/news/
idc-marketscape-names-capgemini-a-leader-in-worldwide-smartmanufacturing-service-providers-2021-assessment/

Leader in the Gartner Magic Quadrant for IT Services
for Communications Service Providers, Worldwide
Gartner named Capgemini a leader in its 2021 Magic Quadrant for
IT Services for Communications Service Providers, Worldwide. The
Group was recognized for its completeness of vision and ability

CAPGEMINI

to execute. The Gartner Magic Quadrant evaluated 12 service
providers for a broad range of IT services for communications
service providers worldwide. According to Gartner, this Magic
Quadrant helps communications service providers identify andevaluate suppliers for IT services.
Find the press release here: https://www.capgemini.com/news/
capgemini-named-a-leader-in-2021-gartner-magic-quadrant-forit-services-for-communications-service-providers-worldwide/

Leader in the Gartner Magic Quadrant for SAP
S/4HANA Application Services
Gartner named Capgemini a Leader in its 2021 Magic Quadrant
for SAP S/4HANA Application Services, Worldwide. The Groupwas recognized for its focused approach on SAP S/4HANA-based
business transformation; its capabilities in industrial, engineeringand R&D sectors; and its continued investment in growing the SAP
S/4 HANA practice with the highest number of certifications in the
SAP partner ecosystem. The Gartner Magic Quadrant evaluated
20 service providers for their SAP S/4HANA application solutions.
Find the press release here: https://www.capgemini.com/news/
capgemini-positioned-as-a-leader-in-gartners-2021-magic-quadrantfor-sap-s-4hana-application-services/

Leader in the Gartner Magic Quadrant for CRM andCustomer Experience Implementation Services
The Group was also named a leader in Gartner’s Magic Quadrant
for CRM and Customer Experience Implementation Services. The
report evaluated 17 service providers for their CRM and Customer
Experience Implementation Services according to their ability to
execute and completeness of vision. The recognition underlined
Capgemini’s ability to provide personal, data-backed solutions to
help transform our clients’ customer journeys.
Find the press release here: https://www.capgemini.com/resources/
magic-quadrant-for-crm-and-customer-experience-implementationservices/

Leader in IDC MarketScape’s Worldwide Artificial
Intelligence Services Vendor Assessment
Capgemini was positioned as a Leader in the IDC MarketScape:Worldwide Artificial Intelligence Services 2021 Vendor Assessment. The
report evaluated 19 AI service providers, based on a comprehensive
framework and a set of parameters that includes an organization’s
key capabilities and their buyer perception. The Group was recognized
for its comprehensive portfolio of AI services and strategies, andits ability to deliver across the AI service lifecycle. The report also
highlighted Capgemini’s capabilities to develop relevant use cases
for AI solutions and deliver business outcomes for clients.
Find the press release here: https://www.capgemini.com/news/
capgemini-positioned-as-a-leader-in-idc-marketscape-worldwideartificial-intelligence-services-vendor-assessment/

Other Awards
One of the World’s Most Ethical Companies® , according
to the Ethisphere Institute
Capgemini was named, for the ninth consecutive year, One of theWorld’s Most Ethical Companies by the Ethisphere Institute, a world
leader in promoting best practices in business ethics. The award
highlighted the Group’s ongoing commitment to maintaining
and promoting world-class standards of business integrity andresponsibility, wherever it operates. In 2021, 135 honorees in total
were recognized, spanning 22 countries and 47 industries.

11

1.

PRESENTATION OF ThE GROUP AND ITS ACTIVITIESCapgemini group fundamentals

1.

Find the press release here: https://www.capgemini.com/news/
ethisphere-announces-capgemini-as-one-of-the-2021-worldsmost-ethical-companies-for-9 -consecutive-year/

BIG Innovation Awards from the Business Intelligence
Group
Capgemini received awards for its CV-up Powered by artificial
intelligence and DeepScan solutions, at the 2021 BIG Innovation
Awards from the Business Intelligence Group. The annual businessawards program recognizes the organizations, products, and people
that are bringing new ideas to life in innovative ways. Capgemini’s
CV-up Powered by artificial intelligence and Deepscan are part ofCapgemini’s AI solution set that helps clients operationalize data
and AI’s transformative powers at scale within their businesses.
Find the press release here: https://www.capgemini.com/news/
capgemini-wins-two-2021-big-innovation-awards/

Brandon Hall Group Excellence in Technology Awards
The Group’s hire.me recruitment tool was recognized in two
categories at the 2020 Brandon Hall Group Excellence in Technology
Awards. Capgemini was named a Gold winner in the “Best Advancein Emerging Talent Acquisition Technology” category and as a
Bronze winner in the “Best Advance in Talent Acquisition (TA)Technology” category.
Find the press release here: https://www.capgemini.com/news/
capgemini-wins-two-brandon-hall-Group-excellence-in-technologyawards/

Capgemini Research Institute ranked No. 1 by Source
Global Research
The Capgemini Research Institute was ranked No. 1 for its top
quality thought leadership for the sixth consecutive time by the
independent professional services research firm Source Global
Research. The study evaluated 20 leading consultancy and technology
firms across various criteria, including differentiation, appeal,
resilience, and prompting action. Capgemini was the only firm
to feature in the top three for all criteria, and led the ranking forresilience. Two of Capgemini’s thought leadership pieces featured
in the top 10 list of publications.
Find the press release here: https://www.capgemini.com/news/
capgemini-research-institute-ranked-no-1-for-the-quality-of-itsthought-leadership-for-the-sixth-consecutive-time/

AI Breakthrough Award

which was recognized as the Best Intelligent Word Recognition
Solution. AI Breakthrough Awards, part of Tech Breakthrough, aleading market intelligence and recognition platform for global
technology innovation and leadership, honors excellence in artificial
intelligence technologies, services, companies and products.
Find the press release here: https://www.capgemini.com/in-en/
news/capgemini-wins-AI-breakthrough-award-for-3rd-year-in-a-row/“Platinum” rating by EcoVadis
For the second year in a row, Capgemini was awarded Platinum
rating by EcoVadis for its overall performance as a responsible
and sustainable business. Capgemini was ranked in the top 1%of companies assessed by EcoVadis in its industry. This year,
Capgemini was recognized in particular for its efforts in the areas ofEnvironment and Ethics, with a score of 90/100 in each, reflecting
the Group’s ambitious decarbonization goals and its longstanding
commitment to ethics and integrity.
Find the press release here: https://www.capgemini.com/news/
capgemini-awarded-top-platinum-rating-by-ecovadis-for-itsperformance-as-a-responsible-and-sustainable-business/

Cambridge Consultants bags four iF design awards
Cambridge Consultants, part of Capgemini Invent, received theprestigious 2021 iF design award for four different projects: LEAP
low-cost endoscope device; CITO liquid biopsy analysis for cancer;
WaveGuide Formµla™ portable NMR scanner; and Saranas Early
Bird® Bleed Monitoring System. The competitive iF award is aninternationally recognized standard for design excellence, andthe success puts Cambridge Consultants in the top three in the
UK among design studios, and in the top 100 worldwide.
Find the press release here: https://www.cambridgeconsultants.
com/insights/opinion/our-four-if-design-awards-put-us-top-threenationallyfrog rack ups awards and honors for its designs
frog, part of Capgemini Invent, won the 2021 Red Dot Award fordesigning the MeMed Key™, a cutting-edge medical technology
platform that helps differentiate viral and bacterial infections.
frog’s design team also won the 2021 UX design award for bringing
humans and animals closer through technology through the latest
Companion device. In addition to these awards, frog received anhonorable mention at the Fast Company’s 2021 Innovation by DesignAwards in the Workplace category for developing augmented
reality hardware for Campfire.

The Group won the AI Breakthrough Award for the third year in arow. The award was given for Capgemini’s Answer Generator tool,

122021 UNIVERSAL REGISTRATION DOCUMENTPRESENTATION OF ThE GROUP AND ITS ACTIVITIESUnique assets in a constantly changing market

1.2

Unique assets in a constantly changing market
1.

1.2.1

A dynamic global services market

Capgemini is active in the global professional IT services andengineering, research & development (ER&D) markets:— outsourced IT services, with a global value of approximately$1.2 trillion (1), representing strong single digit growth.

increasing as clients look for talent, capability and global
capacity to support their investment in digital productdevelopment.
— while our markets were materially impacted by the pandemic
in 2020, 2021 saw a strong recovery in most markets andsectors.

— the outsourced portion of client ER&D spend has a global
value of $250bn (2). Within this market, legacy ER&D grewat single digit, whereas Digital Engineering grew at strong
double digit growth. Outsourcing to service providers is

The below table approximates Capgemini’s addressable services
market sizes:

Capgemini
MarketNorth
AmericaFranceUnited Kingdom
and Ireland

Rest of Europe

Asia Pacific,
Latin America andRest of World

Size of overall
addressable
market

$614B

$56B

$93B

$233B

$447B

Accenture,
Cognizant, Deloitte,
Wipro, Infosys
and TCS

Accenture,
Atos, CGI, IBM,
Sopra Steria
and Alten

Accenture, CGI,
IBM, Infosys
and TCS

Accenture,
Deloitte, IBM, Tieto,
TCS and Alten

Accenture,
Cognizant, Deloitte,
IBM and TCS

Sample Capgemini
Competitors
in Regional
Markets

Within these markets:— the worldwide consulting market is cyclical market;
Capgemini maintains strong market positions;— Capgemini is a market leader in the application, infrastructure& network implementation market with a particular focus on
application implementation;

1.2.2— Business Process Outsourcing continues to grow and isincreasingly driven by automation and artificial intelligence;— Capgemini is the market leader in the engineering, research& development (ER&D) market.

Market trends

Capgemini sees a growing addressable market 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 growthof digital marketing, which has become a key enabler for the
CMO to deliver the “end-to-end customer experience” totheir customers. The IT spend on digital marketing is largely
incremental to the traditional IT budget. Technologies
are increasingly important to the CMO in the customer
experience (CX). CMOs are increasingly focusing theirbudget on technology and data to engage, capture andretain customers.
— the Chief Operating Officer (COO), product owners and/or
Manufacturing Executives control significant spend acrossproduct development, operations and process. There is a
growing focus on enabling more intelligent delivery models,through increased efficiency, intelligent production andongoing product customization (to meet changing consumer
demands). here again the IT spend is largely incremental to
the traditional IT budget.

(1)
(2)

— the system integration and outsourcing markets remain
predictable, and activities are based on long term
relationships with clients;

As products and manufactures are connected and intelligent,
enterprises must become real-time data-driven to design anddevelop intelligent supply chains that improve operational efficiency
and customer experience.

Customer First
Customer First focuses on the relationships between our clientsand their customers and how our clients can better meet the
expectations of their clients in a continually evolving world.
What are enterprises looking for today?
— Providing compelling and rich customer experiences –helping our clients engage and interact with their customers
to increase revenue, customer satisfaction and loyalty.
— Continuous business re‑invention – businesses must
continuously re-invent and adapt their value proposition tostay relevant on the market with new services, products,
ecosystems and business models to meet rapidly evolving
customer expectations. New approaches enable customers
to receive personalization and flexibility in their experience.

Source: Gartner Forecast: IT Services, Worldwide, 2019-2025, 4Q 2021 Update.
Source: Estimates based on Zinnov, OECD and IMF data.

CAPGEMINI

13

PRESENTATION OF ThE GROUP AND ITS ACTIVITIESUnique assets in a constantly changing market

1.

— Purpose and sustainability – our clients and their customers
will have increasing demands for ensuring their products
and services are sustainable; we have a key role in deliveringon that ambition across the supply chain, especially whencombined with the power of Intelligent Industry.
Within the customer journey, data and artificial intelligence isincreasingly important; data has intrinsic strategic value independentof the technology. Data is now ubiquitous – from consumers, devices
and environments. The data revolution began in marketing andcontinues with the delivery of connected experiences powered bydata across channels, responding to customer signals in real-timeIntelligent Industry
Intelligent Industry goes beyond Industry 4.0, applying digitaltechnologies to connect the entire end-to-end industrial value chain
from design, research & development, and engineering, throughto production, operations, supply chain and support – realizing
the inherent value of real-time data within manufacturing andthe wider industrial world.
What can be made now?
— Intelligent products and systems: with products and systems
now being smart and connected, they can continuously
be improved thanks to real-time data-driven feedback.
This means greater uptime, reduced costs and improved
efficiency.
— Intelligent operations: traditional plants and industrial
operations become smart with new digital technologies,
which in turn changes the design of factories, systems andtheir supply chains, how they operate, and how employees
work within them.
— Intelligent support and services: with all products connecteddigitally, support and service departments will move frombeing cost centers to customer experience ambassadors andrevenue generators, with data-driven services connected tothe ongoing use of a product rather than longer ownership.
Manufacturing will move from being uni-directional (humans
directing machines to produce goods, which are then sold toconsumers) to being multi-directional, where consumers request
goods straight from companies, manufacturing planning systems
direct production (thanks to automation and Industrial IoT), andorganize raw materials (through digital supply chains) and relevant
logistics (via self-driving/robot warehousing) accordingly.

with personalization at scale. For brands, success used to mean
relying on data for interesting insights to justify decisions. Today’s
data-rich, dynamic technology landscape requires a different
approach.
Success is now the instrumental value-driving activation of data.
Data-native brands, born with a focus on the capture, mobilization,
and activation of data, are out front. Our unique ability to navigate
the technology landscape through proprietary partnerships andapproaches to creating experiences empower traditional marketers
to take the lead.

As a world leader in technology consulting, IT, engineering and
R&D services, Capgemini is well positioned to work with our clients
across the whole end-to-end value chain of Intelligent Industry,from the business model, to products, operations and services.
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 indicatorof this, is the increased collegiality in buying behavior acrossthe c-suite with the CIO operating in partnership with the CxO
stakeholders. As the market continues to evolve and clients lookto 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 andnatural market position for Capgemini.
This disruption is underpinned by:— digital transformation is now inherent across the enterpriseand 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 fromcyber-attacks;— the speed of adoption of new technologies is changing
business behavior as the new products and services becomea major driver for companies’ profitability, thus bringing
CMO/CXOs to join the CIO (IT) in exploring and applying newtechnologies across the value chain. Therefore, CMO/CXOs
have an increasing influence on technology spend.

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

14

2021 UNIVERSAL REGISTRATION DOCUMENTPRESENTATION OF ThE GROUP AND ITS ACTIVITIESUnique assets in a constantly changing market

1.2.3

A demanding competitive environment

Our global marketplace continues to evolve and we compete witha variety of organizations that offer services comparable to ours:

consume, integrate, deploy and secure new technologies acrossartificial intelligence, cloud, Internet of Things, cybersecurity, etc.

— global players (e.g. Accenture, Infosys, Wipro, Cognizant or
TCS);— consulting and advisory players (e.g. Deloitte, EY or PwC);— digital engineering players (e.g. EPAM, Globant, or Hitachi);— specialist players in the ER&D domains (e.g. Akka, Alten or
Bertrandt);— infrastructure focused players (e.g. Atos, Kyndryl or NTT
Data).

The main competitive factors that we believe exist in themarketplace are: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

1.2.4

Partners and Ecosystem of partners

Capgemini has always forged strategic partnerships with highprofile technology companies and with start-ups with specialist
skills. The Group has always maintained an independent posturewith partners so that we are free to select those that offer thebest response to the expectations and challenges of Capgemini’sclients on a case-by-case basis. The majority of our client revenue
is delivered with one or multiple partners; we select and monitor
our partners on a continuous basis to ensure they provide theenterprise grade capability and stability that our clients require.
We have continued to accelerate joint initiatives with selected
partners, to help clients manage and accelerate their digitaltransformation journey:— Cloud with Amazon Web Services (AWS): we developeda range of market solutions that focuses on a cloud-firststrategy that enables growth, innovation, cost-efficiency
and business model disruption. We continued to expand ourstrategic 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 verticalsolutions and managed services;— Google: With Google Cloud, we develop vertical,
cutting-edge solutions with a particular focus on addressing
clients’ challenges in Financial Services, Retail andAutomotive. We leverage Google Cloud’s leading products in
AI/ML, data, security and multi-cloud strategies to propose
industry-specific, scalable solutions and help clients realize
the full potential of their cloud investments;— Enterprise Portfolio Modernization with Microsoft Azure:this Enterprise Portfolio Modernization (EPM) initiative
includes several solutions to support Capgemini’s Cloudand Application Development and Maintenance (ADMnext)
portfolio of assets and services. EPM optimizes enterpriseapplications and enterprise ERPs (enterprise resource
planning) and reaps the benefits of cloud economics toachieve new business speed and agility. This new initiative

CAPGEMINI— ability to deliver – in both individuals and products;— expertise – in business, technology as well as industry
knowledge;— innovation – through partner ecosystems, services andportfolio offers;— reputation and integrity – in both testimonials and clientreferences;— 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 ofpresence in key markets.

focuses on four key solutions based on Azure: Modernize andMigrate 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 withIntelligent Operations Platform (IOP), which integrates
with the existing technology stack and can be implemented
quickly with a set of reference architectures. We add a setof packaged Business Services including Digital Twins,
Immersive Remote Assistance, adaptable general computer
vision, predictive maintenance, and real time KPIs forplant optimization. Capgemini is also a member of Open
Manufacturing Platform to help manufacturers design the
new reference models in Manufacturing;— Data Driven Digital Marketing with Adobe: customer-firststrategy starts with Data at its core and curation of datafor real-time insights towards delivering value across thecustomer journey. We focus on delivering insights driven
end-customer experience for the brands we serve jointlywith Adobe. Our signature offer Connected Marketing
focuses on excelling in Customer and Data activation. Our
Industry focused approach with strong differentiated assets
in select sector’s drive uniqueness and differentiation for ourclients. Data Driven customer experience offer makes thisreal-time for the client’s business outcomes desired;— Intelligent Industry with Dassault Systèmes: together
with Dassault Systems, we’re helping clients to design moresophisticated and innovative products, produced with newlevels of efficiency, and delivered to the market faster thanpreviously possible. Five joint solutions apply model-based
and data-driven digital tools to the domains of engineering,
manufacturing, and supply chain – with the resulting
capabilities helping clients to maintain a competitive
advantage in the market;

15

1.

PRESENTATION OF ThE GROUP AND ITS ACTIVITIESUnique assets in a constantly changing market

1.

— Digital Grid with Schneider Electric: together with
Schneider Electric, this initiative enables electric grid
operators to combat aging infrastructure, add resilienceto their operations, and prepare for the new paradigms
of energy transition (e.g., increasing share of renewables,
rise of prosumers, growth in electric mobility). Our joint
approach centers on four building blocks that support smart
grid transformations at scale: network instrumentation, grid
operations, advanced asset management, and data-driven
grid;— Delivering Experience Excellence through unified Digital
Landscapes with ServiceNow: we bring together people,
process, technology, data and service to deliver exceptional
experiences and sustainable business outcomes with
ServiceNow. By helping our clients create and optimize
cross-functional workflows through connecting disparate
enterprise systems into integrated seamless experiences,
Capgemini and ServiceNow offer clients both process
innovation and life extension of existing investments, while
delivering greater efficiency and productivity;— cloud native transformation with both IBM Red Hat
and VMware: we help our customers accelerate theirdigital 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 addresscomplex capital assets that require onsite corrective repair;— Transforming Industries with SAP: addressing the mostchallenging business problem in industries like Automotive
and Retail Grocery/Mass Merchandise, Capgemini and SAP
have expanded their collaboration with Cloud as a criticalenabler for agility and transformation. SAP and Capgemini
are collaborating to help automotive suppliers meet all theserequirements, leveraging the benefits of cloud technology.
Accelerators such as systems preconfigured for automotive
suppliers enable you to get up and running in just a few
months, while Software-as-a-Service (SaaS) delivery greatly
reduces the ongoing IT burden with no sacrifice of the richfunctionality of SAP S/4hANA®.For Retailers, the pandemic
forced a steep learning curve on many shoppers who arehere to stay, but this came with margin pressure to a sector
already undergoing challenges. To get back to profitable
growth, Retailers need to realize digital transformation’s
full potential. Together with SAP, we have launched new
programs to help address these challenges.

Our ecosystem of partners provides critical synergy and are crucial
to our efforts to solve the toughest business challenges for ourclients, be it in new business model creation, new technology
solution implementation, or progression into new global markets.
Capgemini’s global ecosystem includes the following sample ofpartners:— Adobe— AWS— Dassault
Systèmes— DELL— Duck Creek— Google— Guidewire— IBM/Redhat

—
—
—
—
—
—
—
—
—

Intel
MajescoMicrosoft
OraclePega
PTC
Qualcomm
Salesforce
SAP— Schneider
Electric— Siemens— ServiceNow— Tenemos— UiPath— VMwareInnovation cannot happen in a vacuum. It needs energy andmomentum. It needs a thriving ecosystem that provides partnerships
and investment initiatives for both large organizations and thebrightest startups.
Capgemini continued to build its innovation-centric emerging
partner ecosystem program. With several hundred participants
covering AI, Data, Advanced Analytics, IoT, 5G, Intelligent Automation,
Edge Computing, AR/VR, cybersecurity and FinTech technologies,
Capgemini continues to maintain a flexible and forward-looking
pattern of partnership evolution. Over 200+ clients have collaborated
with the emerging partner ecosystem by embracing innovations
that will put their businesses ahead and allow adoption of new
business models ecosystem to create innovative solutions andnew business value.
Through our global network of Applied Innovation Exchanges, ourecosystem of technology partners constantly works with clients toturn innovation into valuable, business-focused solutions at pace.
Further, Capgemini Ventures aims at co-creating and deliveringvalue with startups, clients, and tech partners. By building a
joint go-to-market with startups and partner ecosystems and insome cases, making minority investments, we are able to provide
greater value for our clients. We have launched startup Catalyst,
an end-to-end framework for startup ecosystem management thatis designed to enable collaboration in a structured way between
Capgemini and startups to provide value to our clients.

Capgemini has a global sales and delivery partner network withcompanies 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 businesssolutions for our clients in less time and with a degree of accuracy
not possible without this approach.

16

2021 UNIVERSAL REGISTRATION DOCUMENTPRESENTATION OF ThE GROUP AND ITS ACTIVITIESA strategy to support long-term growth

1.3

A strategy to support long-term growth
1.

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 tohelp our clients transform at scale. We are in an industry which isat the forefront of change; digital remains on every CxO agenda.
Technology is driving transformation in all industries; Cloud, Data
and AI are everywhere.

A technology and innovation strategy at the core
Our focus is on strategic value generation to address the needs ofour clients within focused industries as they seek to drive one of themost significant waves of digitalization ever seen. 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’ trustand becoming their chosen strategic 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 forbusiness with TechnoVision, our annual technological guide to
implement enterprise-ready technology in the complex systemsof 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. We
are fueled by the intense transformation needs of our clients.
Our ecosystem of partners, both business and technological, represent
a strategic asset for Capgemini and our clients. By collaboratingclosely with our partners and through our deep understanding of
our clients’ business environments, we can create a competitive
advantage and new business capabilities.
This is why we tirelessly invest in content, industry knowledge
and offerings.

We constantly adapt our portfolio and partnerships
Throughout 2021 we continued to rotate and evolve our portfolio
of offerings, as well as growing all of our digital capabilities tosupport our client’s digital transformation.

CAPGEMINI— We formed a strategic partnership with CONA Services LLC(the core IT & Analytics services provider of the North America
Coca-Cola bottlers), agreeing a long-term co-development
and go to market partnership, to build and power a new setof consumer products, retail, and distribution (CPRD) digitalsolutions.
— In June, Sanofi, Capgemini, Generali and Orange announced
the creation of a joint venture to launch “Future4care”,
Europe’s only health-focused startup accelerator program.
The objective is to stimulate the development of e-healthsolutions and their go-to-market, for the benefit of bothpatients and health professionals. It represents a digitalplatform stimulating innovation in e-health, bringing
together experts, institutions, schools, universities, andhospitals, enabling them to share and pool their technologies,
expertise, and data around an open-innovation approach.

Our people as our best asset
Capgemini’s spirit of conquest and passion for entrepreneurshipon behalf of our clients have always been key for our employees.
The women and men of Capgemini are proven experts in theirfields and are our greatest strength. They are at the frontline ofbusiness transformation, driving our high-performance culture
and providing our clients with cutting-edge services. Thanks tothem, we are able to ensure high-quality deliverables and reachthe most ambitious objectives. In 2021, 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 theirobjectives in terms of innovation, business development, andeffectiveness 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 specificbusiness 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, andsystems 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 inten industries to transform our clients’ businesses. Our industry
expertise is detailed in Section 1.1.5.

17

PRESENTATION OF ThE GROUP AND ITS ACTIVITIESA strategy to support long-term growth

PRESENTATION OF ThE GROUP AND ITS ACTIVITIESA strategy to support long-term growth

1.

1.

18

2021 UNIVERSAL REGISTRATION DOCUMENTCAPGEMINI

19

PRESENTATION OF ThE GROUP AND ITS ACTIVITIESA strategy to support long-term growth

Our ESG Strategy

1.

Our ESG ambition for the next ten years: Leading the way to positive
futures with our ecosystem.
We will achieve our ambition, if we stay focused on the areas where
we can have the greatest impact and evolve in the way we operate.
Our ESG Policy is the guide for an effective integration of ourpriorities into the Group’s strategy, decision-making process,development of solutions and services, and in our relationship with

our main stakeholders. It aims not only to comply with applicableregulations, but also to incorporate national and international ESG
best practices and recommendations.
ESG is embedded in our corporate strategy focusing on eight ESG
priorities material for shared success.
To this end, the policy frames 11 objectives that will ensure that
we deliver on our priorities.

Priorities Objectives

ENVIRONMENT
Accelerating thetransition to net
zero

A Act on climate change by being carbon neutral by2025, and becoming a net zero business1. Be carbon neutral for our own operations nolater than 2025 and across our supply chain by
2030, and committed to becoming a net zerobusiness well ahead of 2050
2. Transition to 100% renewable electricity by 2025,
and electric vehicles by 2030

SOCIAL
Alignedentrepreneurs,with protection &respect for all

GOVERNANCE

B Lead to low-carbon economic transition byhelping our clients achieve their environmental
commitments

3. Help our clients to save 10m tons of CO2e by 2030

C Relentlessly invest in our talent through a uniqueexperience, developing tomorrow’s skills

4. Increase average learning hours per employee by
5% every year to ensure regular lifelong learning

D Enhance a diverse, inclusive and hybrid work
environment

5. 40% of women in our teams by 2025

E Support digital inclusion in our communities

6. 5M beneficiaries supported by our digital inclusion
programs by 2030

F Foster a diverse and accountable governanceLeading with trust& transparency

7. 30% of women in executive leadership positionsin 2025
8. Maintain best-in-class Corporate Governance

G Maintain high ethical standards at all times formutual growth

9. Maintain over 80% of the workforce with Ethics
Score between 7-10
10. By 2030, suppliers covering 80% of the purchaseamount of the previous year, will have committed
to our ESG standards

H Protect and secure data, infrastructure and identity20

11. Be recognized as a front leader on data protection
and cybersecurity

2021 UNIVERSAL REGISTRATION DOCUMENTPRESENTATION OF ThE GROUP AND ITS ACTIVITIESAn agile business operation

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.

portfolio of these acquisitions position Capgemini as a digital, dataand cloud market leader in the region.

In March, the Group completed the acquisition of RXP Services
which, together with its creative agency, the Works, reinforces
Capgemini’s ability to provide end to end digital solutions to clients
across Australia and New Zealand at scale.

In September the Group acquired VariQ, a provider of Software
Development, Cybersecurity, and Cloud services for federal
government departments and agencies across the United States.
This acquisition will strengthen the Group’s position in the federal
market and build momentum for continued growth.

The Group further strengthened its capabilities in Digital and Cloudand in the Asia-Pacific region with the acquisitions of Multibook’s SAP
services business, Acclimation, a leading Australian SAP consulting
and digital solution provider and Empired, a cloud transformation
and Digital services provider. The combined scale and broad services

Through 2022 the Group will continue to evaluate the market
for opportunities to strengthen its positions across high-growthdomains. These acquisitions will be possible thanks to the Group’s
very solid financial position and leading market positions.
Details of investments are indicated in note 2 of part 5.2.6.

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 good level of liquidity and sustainable financial resources,
which means:–— a moderate use of debt leveraging: over the past ten years
Capgemini has striven to maintain at all times a limited levelof 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 €1,000 million multi-currency syndicated credit
facility undrawn at December 31, 2021) and “market” sources:€6,700 million in bonds principal at December 31, 2021
and a €1,000 million short-term negotiable debt securities
program, unused at December 31, 2021;–

maintaining an adequate level of available funds(€3,514 million at December 31, 2021), supplemented bya €1,000 million multi-currency syndicated credit facility
secured on February 9, 2021 and maturing on February 8,
2027;
borrowings with maturities up to 2032, with only a limited
portion falling due within 12 months (contractual cash
flows due within less than one year – see Note 22 to theconsolidated financial statements), representing only 2%of total contractual cash flows at December 31, 2021.

— Financial rating
The Group’s ability to access financial and banking markets andthe cost of accessing such markets depend at least in part on thecredit rating awarded by the rating agency Standard & Poor’s. At
March 22, 2022, Capgemini’s credit rating was BBB/positive outlook.

1.4

An agile business operation

1.4.1

The main subsidiaries and a simplified Group organizational chart

The Group operates in over 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 theirimplementation. 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 andmethodologies available to its subsidiaries, notably “Deliver”, andreceives 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;

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 located in India (primarily in Mumbai,Bangalore, Hyderabad, Chennai and Noida);— an Altran site located in Horice in the Czech Republic;— an Altran site located in Wolfsburg in Germany.

— 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.

CAPGEMINI

21

1.

PRESENTATION OF ThE GROUP AND ITS ACTIVITIESAn agile business operation

1.

The organizational chart of the main operating subsidiaries(reporting revenue in excess of €50 million) and the Group’s supportand resource subsidiaries, directly or indirectly wholly-owned byCapgemini SE, with the exception of Capgemini Brasil S.A. (held99.97%), Capgemini Technology Services India Ltd. (held 99.77%,
representing 99.77% of voting rights) and Aricent Technologies(holdings) Ltd (held 98.03%, representing 98.03% of voting rights)
is presented below.

Capgemini SE

Capgemini Service S.A.S.

SCI Paris Etoile

Capgemini Gouvieux S.A.S.

Immobilière Les Fontaines S.A.R.L.

FranceNorth America

United Kingdom

Capgemini
Technology
Services
S.A.S.

Capgemini
AmericaInc.

Capgemini
UK plcCapgemini
Deutschland
GmbH

Capgemini
Norge
ASCapgemini
Consulting
S.A.S.

Capgemini
Solutions
Canada Inc.

Cambridge
Consultants
Ltd.

Capgemini
Nederland
B.V.

Sogeti
Sverige
AB

Capgemini
Technology
Services
India Ltd.

Capgemini
Japan
K.K

Capgemini
DEMSFranceS.A.S.

Capgemini
CanadaInc.

Altran UK
Ltd.

Capgemini
Sverige
AB

Capgemini
SuisseS.A.

Capgemini
Australia
Pty Ltd.

Capgemini
Singapore
Pte. Ltd.

AltranTechnologies
S.A.S.

Capgemini
Government
Solutions
LLC

Capgemini
ItaliaS.p.A.

AltranPortugal
S.A.

Aricent
Technologies(Holdings)
Ltd.

Capgemini
Hong Kong
Ltd

Altran ACT
S.A.S.

New Horizon
SystemSolutions LP

Capgemini
PolskaSp. z.o.o.

Capgemini
FinlandOy

Capgemini(China)Co. Ltd

AltranTechnologies
India
Pvt. Ltd.

Capgemini
EspañaS.L.

AltranNetherlands
B.V.

Sogeti
Nederland
B.V.

SogetiDeutschland
GmbH

AltranItaliaS.p.A.

AltranBelgium
S.A.

AfricaAltranInnovación
SLU

AltranSwitzerland
AG

Capgemini
Technology
Services
Maroc S.A.

Capgemini
Outsourcing
Services
GmbH

LohikaLtd. LLC

AltranDeutschland
SAS & Co. KG

SogetiLuxembourg
S.A.

Capgemini
Belgium
N.V./S.A.

Capgemini
Danmark
A/S

AltranTechnology& Engineering
Center S.A.S.

22

EuropeOther countries

APAC

South America

Capgemini
MexicoS. de R.L.
de C.V.

Capgemini
BrasilS.A.

2021 UNIVERSAL REGISTRATION DOCUMENTPRESENTATION OF ThE GROUP AND ITS ACTIVITIESAn agile business operation

1.4.2

A client-focused organization

Consistent, unified, and resolutely client-focused, Capgemini’sorganization draws on the full range of the Group’s expertiseand develops synergies between businesses, offerings, and thegeographical areas where the Group serves its clients. The Groupcurrently has five Strategic Business Units (SBUs) that address
markets and manage the Application Business Lines in their markets,and five Global Business Lines that manage the rollout of offers
and skills in their respective fields.

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

the Southern & Central Europe SBU;
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), whichcontain several Market Units (MU).
The Business Units deliver and grow the Capgemini offer portfoliowith 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, for the mostpart, 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-Pacific1.
— four in the Financial Services SBU: Banking, Insurance,Continental Europe, Financial Services Asia-Pacific(1).
The Market Units are mostly organized by sector:
—
—
—
—
—
—
—

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

1.

Entities responsible for the offer portfolio anddelivery teams
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 theGroup 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 within the SBUs/BUs andcoordinated globally.
Application Business Lines support Market Units with specificoffers, expertise, and skills. They help Capgemini to become amarket 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);
Cloud & Custom Applications (CCA);
Digital Customer Experience (DCX);
Testing;
Business & Technology Solutions (BTS).

This list can be supplemented by specific Business Lines in some
SBUs and BUs.
The Global Business Lines work closely with the Business Unitsand specifically within them with the Market Units. They aim todevelop 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:— Capgemini Invent brings together Capgemini expertise in thestrategy, technology, data science, and creative design fields
to support major companies and organizations in creating
new models and new products within the digital economy;— Insights & Data (I&D) activates data to deliver real businessoutcomes for the Group’s clients. From ingesting raw data
to implementing decisive insights, I&D creates and delivers
the exact capabilities and solutions needed in the era oftechnology-driven change. It provides clients with insightin different areas of expertise including data strategy andarchitecture, data engineering, information governance,data science and analytics, artificial intelligence, anddata-driven innovation;— Capgemini Engineering is the largest GBL. It leverages theGroup’s global capabilities in engineering and R&D withother Business Lines to consolidate its leadership position inIntelligent Industries;

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.

(1)

Attached to two SBUs.

CAPGEMINI

23

PRESENTATION OF ThE GROUP AND ITS ACTIVITIESAn agile business operation

1.

— Business Services (BSv) ensures the outsourcing andtransformation of business operations (except IT). BSvutilizes the Group’s operational expertise, consulting, anddigital technology to their fullest, to shape the future ofbusiness operations. It harnesses intelligent automation anda global delivery network to create outstanding value for its
clients, for Capgemini, and for its people;— cloud infrastructure services provides next-generation
cloud infrastructure so clients can build an optimal, agile,and secure foundation for business transformations – now

1.4.3

The Group’s organization reinforces synergies between Global
Business Lines and Market Units. Thanks to this unified businessapproach, our clients benefit from a unique point of contact for all
projects with Market Units that provide market access orchestration.

Innovation at the heart of Capgemini’s organization

Through its brand promise, “Get the future you want”, the Grouphas made a public commitment to put innovation by design at thecenter of everything it does with its clients, partners, employees,
and the communities in which it operates. As such, innovation atCapgemini is not confined to a given function or entity; it is diffusedthroughout the Group.
To unleash the potential of the Group, it has developed several
programs.

Technology, Innovation and Ventures
Capgemini’s Technology, Innovation and Ventures (TIV) capabilities
are brought together to support the needs of its clients forsustainable growth. The mission of TIV is to orchestrate the Group’s
efforts to position Capgemini as an innovative company for its
stakeholders. TIV contributes to Capgemini’s purpose by advisingon the responsible application of new technologies and innovation.
Technology, Innovation and Ventures has three objectives:— Track weak signals and prepare Capgemini for the next waveof technologies;— Nurture a culture of innovation and orchestrate its key
innovation programs;— Augment the value of the Group’s offers and its industry
positioning in tune with startup ecosystems.
Find out more at: https://www.capgemini.com/our-company/
technology-innovation-ventures/

The global network of Chief Technology andInnovation Officers
The Group’s network of Chief Technology and Innovation Officers
are in charge of defining Capgemini’s technology and innovation
strategy within each Strategic Business Unit or Global Business Line,and developing a Group strategy for specific technology domains.
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.
Most notably, in 2021, their foresight led to the creation of a
Quantum Lab. The Quantum Lab, working with TechnoVision –Capgemini’s extensive point of view on technology trends – helps
businesses innovate and reinvent themselves over the long run.

Capgemini Applied Innovation Exchange
The Applied Innovation Exchange (AIE) is Capgemini’s global
platform for innovation. The AIE leverages a proven framework
for the application of innovation, incorporating a curated global

24

and into the future, reinforcing cybersecurity every step of
the way. Cloud infrastructure services brings its expertiseto all entities of Capgemini and delivers the most elusive
element in cybersecurity today: digital trust, leveraging its
comprehensive portfolio of services.

ecosystem of partners and Capgemini’s class-leading capabilities– to help our clients build competitive advantage, achieve futureindustry leadership, and get the future they want. As Capgemini
continues 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 the Group’s
clients get the best, whether from Capgemini or through externalinnovation capabilities.
The AIEs work as a cohesive network, and our clients can benefit
from the global expertise of our teams, regardless of the region.
Capgemini has 21 AIEs worldwide: Bordeaux (France), Grenoble(France), Hyderabad (India), Lille (France), London (United Kingdom),
Madrid (Spain), Malmo (Sweden), Melbourne (Australia), Milan(Italy), Mumbai (India), Munich (Germany), Nantes (France), NewYork (USA), Paris (France), San Francisco (USA), Sao Paulo (Brazil),
Shenzhen (China), Singapore, Stockholm (Sweden), Toulouse(France), and Utrecht (Netherlands).
Using Capgemini’s comprehensive discipline and platform for applying
innovation, clients can proceed from a problem or opportunity
statement to achieving real business outcomes. They possess aunique capacity, both virtually and in person, to explore innovative
solutions and teach companies how to adopt innovation in a secureand responsible manner (the right pace, the right scale, and the rightmeans). Capgemini’s co-innovation efforts to reimagine the futureof recycling with plastic recycling Company heng hiap Industries
is a major example of applying innovation in 2021.
AIEs are also specialized networks to share experiences andexpertise. 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 theAIEs, clients can rapidly experiment and test the most innovativetechnologies to support their digital transformation including
5G, artificial intelligence, augmented and virtual reality, quantum
computing, cloud, cybersecurity, and cutting-edge IT or businessmodels, and contextualize them for their specific industry needs.
In 2021, Capgemini AIEs continued their commitment to continuous
innovation through Innovation as a Service. Innovation as a Service
is a set of governance and continuous activities that drive newideas, processes, and approaches within organizations of all
sizes. At Capgemini, Innovation as a Service is applied to moveorganizations from the problem or opportunity statement to tangible
business outcomes. Facilitated by AIEs, Innovation as a Service isdesigned to complement and accelerateour clients’ efforts andfacilitate co-innovation between its teams, which is done throughleveraging an Applied Innovation suite of services and approach.

2021 UNIVERSAL REGISTRATION DOCUMENTPRESENTATION OF ThE GROUP AND ITS ACTIVITIESAn agile business operation

Capgemini Ventures
Innovation cannot happen in a vacuum. It needs energy andmomentum. It needs a thriving ecosystem that provides partnerships
and investment initiatives for both large organizations and thebrightest startups. Capgemini Ventures, part of the Group’s Open
Innovation strategy, was conceived to do just that:— Startup Catalyst makes interactions with the startup
ecosystem a driver of growth and market differentiation
with the help of two levers:––a catalog of services intended for the Group’s operational
teams to assist them in identifying and qualifying thestartups capable of enhancing service offers delivered
to customers, while helping them formalize thesepartnerships,
a venture capital fund jointly set-up with ISAI in 2019worth €80 million for minority investments in promising
startups for which Capgemini acts as a strategic global
partner on the market. In 2021 the Group made numerous
investments into startups. Copado – a leading platform
for native DevOps solutions that facilitate adoption andscalable management of software solutions, including
Salesforce – was one of them. Copado leverages its
expertise to accelerate the digital transformation of ourclients by facilitating the development of high-quality
software releases. Also in 2021, Capgemini invested in
Zelros, the first AI software solution dedicated to thetransformation of distribution in the insurance sector;— Business Ventures, working with operational teams,
establishes strategic industrial partnerships as a minority
shareholder to co-create value in the new company. In 2021,
Capgemini invested in: Future4Care, a European healthcare
startup accelerator; “Bleu”, a project between Capgemini andOrange to create a company with the intention to provide
a “Cloud de Confiance” in France; the Verkor venture, as
partner, to reinforce the European value chain for low-carbon
batteries; and in Azqore, a partnership with Indosuez WealthManagement.

Capgemini Research Institute
The Capgemini Research Institute is Capgemini’s internal think-tank.
Drawing on its global network of experts, universities, startups,
and partners across sectors, it is a recognized study and research
center in the global digital ecosystem.
With the help of dedicated research centers in the United Kingdom,
the United States, France, India and Singapore, the Institute publishes
various reports each year on major trends – particularly disruptive
ones – focusing on digital, innovation, inclusion, and sustainability.
The Institute’s reports and studies are known for their uniqueactionable data and recommendations. For example, the report
AI and the ethical conundrum: How organizations can build ethicallyrobust AI systems and gain trust throws light on an under-appreciatedyet highly impactful area on the governance of AI-driven systems
and provides a list of practical suggestions to help organizations
design and roll out AI systems with robust ethics.

The report Relearning leadership: Creating the Hybrid Workplace
Leader highlights new leadership attributes such as authenticity,
emotional intelligence (EI), openness to change, and the ability
to create cultures of trust where employees feel empowered tosucceed in the hybrid workplace. The World Payments Report 2021 is
the main source of data, trends, and insight on cashless payments
at a global and regional level and has been for several years.
The Institute often works with major academic institutions andengages closely with leading startups across the world. The
Capgemini Research Institute has consistently been ranked number
one worldwide for the quality of its research by independent
analysts such as Source Global Research, which recently named
Capgemini world number one for the sixth consecutive time – anindustry first.
For a list of key reports and studies published in 2021, see Section 1.5.2.

Capgemini Centers of Excellence
Capgemini Centers of Excellence are deployed within the operationalorganizations, 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 supportof 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 theMarketing team to present our position and our vision indifferent communication channels.
4. They provide the appropriate level of expertise for the mostrecent 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 mostinnovative technology companies in the world – from startups tomajor international groups. These companies provide a baseline
platform, and the Group works with them to make continuous
innovation a business differentiator, creating new offers andsynergies to respond to the most demanding challenges, whether
that’s designing new business models, improving performancelevels 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 anddigital trends. It encourages experimentation and the design ofinnovative offers, taking into account a unique industry approach.
For more information about the technology partner ecosystem,
see Section 1.2.4.

CAPGEMINI

25

1.

PRESENTATION OF ThE GROUP AND ITS ACTIVITIESSolid performance in 2021

1.5

Solid performance in 2021

1.5.1

Major contracts won in 2021

1.
Bookings totaled €19,462 million in 2021, an increase of 15.8% atconstant exchange rates year-on-year compared to 2020. Our clientstrust us to support them in their digital transformation, creationof new business models, consolidation of operational efficiency,
and their capacity to innovate. Below are some examples of key
contracts signed with our clients in 2021.

Airbus (Europe)
Capgemini was referenced in Airbus’s newly created Engineering,
Manufacturing Engineering and Services Strategic Suppliers(EMES3) framework agreement. Through this multi-year program,Capgemini will support Airbus across all divisions and affiliates,delivering multi-disciplinary services related to airframe, systems,
flight tests, and customer services functions. Capgemini will also
support Airbus on manufacturing engineering leveraging theIntelligent Industry approach. Thanks to the power of technologies
and data, our innovation models will contribute to reaching a moresustainable aerospace.

ANZ Banking Group (Australia & New Zealand)
Capgemini was selected by Australia & New Zealand Banking
Group Ltd (ANZ) as one of its partners to move applications to thecloud. In pursuit of building a better, simpler, and stronger bank,
ANZ and Capgemini are embarking on a mission to simplify ANZ’slandscape into a cloud-enabled ecosystem, which will unleash thebank’s potential to serve its customers’ evolving expectations withan enhanced modern digital experience as well as safer, reliable,
and more dynamic end-to-end banking services.

Asahi Beverages (APAC)
Capgemini secured the deal to become the integrated IT support
partner of Asahi Beverages, currently in the process of integrating
Carlton & United Breweries (CUB). The scope of the infrastructure
managed services provided by Capgemini will include end-to-end
infrastructure platforms across multiple data centers, service
management, cloud management, end user services, and security.
Capgemini will notably help integrate disparate support vendors
across Asahi and CUB.

City of Amsterdam (The Netherlands)
Sogeti in the Netherlands, part of the Capgemini group, signed
a strategic collaboration agreement with the City of Amsterdam
to develop and implement a new digital, cloud-based workplaceenvironment. The agreement is for six years with an option toextend to 11 years. Sogeti will deploy its collaborative workspace
cloud solution SMART WorkSpace to provide 19,000 employeeswith access to communication functionality within Microsoft’s
Office 365 from one screen and any device, efficiently, safely, andfrom anywhere. The technology will include image enlargement,
braille, and speech control options for employees with disabilities.

Ellume (USA)
Cambridge Consultants, part of Capgemini Invent, worked withdigital diagnostics company Ellume to develop the first rapid
self-test for Covid-19 detection that was granted Emergency

26

Authorization Use by the U.S. FDA. In February, Ellume announced
a $231.8 million agreement with the U.S. government, including thedelivery of 8.5 million Ellume Covid-19 Home Tests to support the
U.S. government’s pandemic response and the establishment of
Ellume’s first U.S. manufacturing facility. The technology includes
a sensitive, but inexpensive reader to detect and interpret thenear-infrared photons emitted from a quantum dot captured
at the test zones of a lateral flow test strip. The reader, coupledwith Ellume’s supercharged fluorescent immunochromatography,
delivers world-leading specificity and sensitivity.

Heathrow (UK)The Group secured a five-year contract with Heathrow, the UK’s
busiest airport, to provide end user services and service desk support
until the end of 2026. The agreement supports heathrow’s continued
objective to deliver enhanced passenger experience, with a view
to business recovery in the near-term. The contract also includes
a three-year extension to Capgemini’s existing applications andinfrastructure support for heathrow’s technology estate.

Nortura (Norway)
Capgemini signed a 10-year contract with Nortura, one of Norway’s
largest food producers, to act as Nortura’s main supplier acrossall IT areas, supporting its ambitions for a more innovative value
chain. Through the long-term strategic partnership, Nortura aims
to create more sustainable value chains and achieve reductions in
IT operations’ costs. Nortura and Capgemini will work together todrive innovation and develop value-added services over the coming
years. As part of the agreement, Capgemini will be involved indata transformation, operational technology, infrastructure, andcloud, as well as industrial IT solutions, applications operations
and integration of SAP and Salesforce solutions.

Sanofi (France)
Capgemini will partner with Sanofi in a five-year project to develop
a new generation of sensors and tools that will revolutionize R&D
methodology and the management of industrial bioproduction
processes, enabling a 10-fold productivity gain. Capgemini
Engineering, relying on the engineering and R&D capabilities of theCapgemini group, will leverage artificial intelligence to transform
data into knowledge to stimulate and optimize complex processes.

SmartSky Networks (USA)
Cambridge Consultants, part of Capgemini Invent, worked with
SmartSky Networks from start-up to commercial take-off todeliver office-grade, multi-Mbps inflight connectivity with minimal
latency for business travelers in the U.S. This next-generation
inflight communications network reinvents aviation connectivity
for corporate flyers. Unlike anything that’s gone before, it blends
advanced cellular technologies into a completely bespoke, highly
secure network specifically designed for aviation. Cambridge
Consultants collaborated as a strategic partner for SmartSky
Networks to help turn its bold vision into reality. In the summerof 2021, SmartSky announced to the world that all technicalmilestones of its next-generation broadband air-to-ground network
had been achieved.

2021 UNIVERSAL REGISTRATION DOCUMENTPRESENTATION OF ThE GROUP AND ITS ACTIVITIESSolid performance in 2021

The Swedish Transport Administration (Sweden)
Sogeti in Sweden, part of the Capgemini group, signed a new, exclusive
four-year single supplier Framework Agreement with the Swedish
Transport Administration (STA). As part of the contract, extendable
to a maximum of seven years, Sogeti will take responsibility of the

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 major reports published in 2021 on key themes that matterto our clients and find all Group publications at: www.capgemini.
com/research-institute.

Sustainability
Circular economy for a sustainable future
Capgemini’s report on the circular economy found that the straightest
path to sustainable development is circular. The Capgemini ResearchInstitute surveyed nearly 8,000 consumers across the US, UK, theEU, and APAC for major consumer-facing industries and spoke withacademics, industry experts, startups, and think-tanks active in thefield of circular economy. The report found that, while consumers
are aware of the problem of waste and resource depletion, they
face significant roadblocks, especially in terms of convenience,
access, cost, and information.

Sustainable operations
Sustainability is a cornerstone of today’s manufacturing operations,both as a way for organizations to fulfill their social and environmental
contracts, and as a source of tangible benefits, from increased
sales to reduced costs. But are organizations doing enough to beenvironmentally sustainable? In Sustainable operations – a comprehensive
guide for manufacturers, we spoke with sustainability leaders at
major manufacturers and surveyed close to 1,000 executives
about the six Rs – reduce, recycle, reuse, recover, redesign, andremanufacture – which can power sustainability and deliver tangible
business benefits for manufacturers.

Fit for net zero
In Fit for Net-Zero: 55 Tech Quests to Accelerate Europe’s Recovery andPave the Way to Climate Neutrality, Capgemini Invent, the digital
innovation, consulting and transformation brand of the Capgeminigroup, highlighted 55 clean technology projects. According to thereport, all of these “Tech Quests” could speed economic growthand help Europe to meet its greenhouse gas emission goals overthe coming years. The Capgemini Invent analysis serves as a guidefor policymakers and investors and offers actionable projects for
deploying the European Commission’s €750 billion Covid recovery
fund.

Sustainable IT
Are organizations doing enough to make enterprise IT moresustainable? In this report, we found that sustainable IT is not a priority
for most organizations – only 43% of executives are even aware of
their organization’s IT footprint. While half of organizations havean enterprise-wide sustainability strategy in place, only 18% have acomprehensive one, with well-defined goals and target timelines.
These organizations aren’t reaping the significant performance
opportunities that come with sustainable IT, including better
ESG scores and improved brand image and customer satisfaction.

CAPGEMINI

teams and resources needed for application development andmanagement within the STA’s IT operations department. It will
support the government authority’s specific objectives to achieve
increased scalability in application development, foster innovation,
improve efficiency, and reduce risks.

The key to designing inclusive tech
Digital technologies are increasingly embedded in all aspects ofhuman life, but how do we ensure this technology drives greater
diversity, equity, and inclusion (DEI) in the workforce? In The key todesigning inclusive tech: creating diverse and inclusive tech teams, wefound that diverse and inclusive tech teams lead to more inclusive
tech design, but that current inclusion and diversity practices don’t
work well enough. Leadership executives in organizations perceive
processes and practices to be inclusive, whereas diverse employees
in tech teams disagree to a large extent, and consumers have also
experienced discriminatory tech for themselves.

Data & Insights
Data mastery
Companies that turn data-driven insights into a sustainedcompetitive advantage significantly outperform their peers on a
range of financial parameters, including revenue generation andprofitability. Yet Capgemini’s research report Data Mastery revealed
that only about 16% of organizations possess the tools, people,
processes, skills, and culture to consistently derive value fromtheir data. The Capgemini Research Institute calls that minorityof organizations “data masters” and explores their successes andstrategies in this report.

Data‑sharing masters
Data ecosystems help organizations use the data they amass. But
can data help them derive competitive advantage and create newvalue while benefitting society? In Data‑sharing masters: How smart
organizations use data ecosystems to gain an unbeatable competitiveedge, we spoke with 750 industry executives in 12 countries andover 30 industry experts and academics. We found that data
ecosystems improve customer satisfaction, provide new revenues,
boost productivity, and help reduce costs. But to truly leverage data
sharing, organizations need a strong data ecosystem strategy, andthey must make key design decisions as early as possible.

The age of insight
Data offers vast and unparalleled opportunities for consumer
products and retail organizations. So why aren’t more consumer
products and retail organizations tapping into the data goldmine?
For The age of insight: How consumer products and retail organizations
can accelerate value capture from data, we spoke with more than
200 consumer products and retail executives in both business andtech-facing roles. We found that only a very small minority areusing data to its full capacity – a mere 16% of consumer products
organizations and just 6% of retail organizations have an edge,
while everyone else is falling quickly behind.

27

1.

PRESENTATION OF ThE GROUP AND ITS ACTIVITIESSolid performance in 2021

1.

Digital Manufacturing

Digital Client Experience

Accelerating the 5G industrial revolution

Digital mastery

Back in 2019, most industrial organizations already saw the vastpotential of 5G. With the intervening rollout of commercial 5G and
the launch of the Release 16 specifications, what have the early
adopters learned and how can this help accelerate adoption? In
Accelerating the 5G Industrial Revolution: State of 5G and edge in industrial
operations, we surveyed senior executives from 1,000 industrialorganizations and found that only 30% have reached the trial
and real-world implementation stages. Despite this, these early
adopters are already seeing tangible business benefits.

In Digital mastery 2020: How organizations have progressed intheir digital transformations over the past two years, we surveyed
1,000 executives around the world to understand how digitaltransformation and capability-building have changed since 2018.
We found that organizations are faring far better than when we
first asked them, in 2018. Despite the progress, however, thegap between digital masters and everybody else is widening. In
Digital mastery, we suggest strategies for organizations to reinvent
themselves in order to catch up and take full advantage of thedigital possibilities available to them.

Next destination: Software
From enhanced customer experience to new revenue generation,
reduced costs of operation and improved regulatory compliance,
software is delivering significant benefits to the automotive industry.
But just how big is this opportunity, what advantages does it bring,and how can OEMs tap into it? For Next Destination: Software –How automotive OEMs can harness the potential of software‑driven
transformation, we surveyed 572 global automotive executives
and interviewed 17 automotive industry executives. All these
executives were leading or closely involved in various software
initiatives in their organizations, but are they doing enough tobecome the leaders of tomorrow?

A new playbook for chief marketing officers
This research surveyed 1,600 B2C marketing executives in theautomotive, banking, consumer goods, insurance, retail, telecom,and utilities industries worldwide, as well as 25 CMOs and othermarketing executives. Its findings reveal that data helps marketingto achieve its potential as a growth driver, and that real-time
marketing can help collect customer data, guide the customer
journey, proactively engage customers, support customized content,
and enhance the e-commerce experience. however, challenges incapabilities, access, and talent were also identified, with only 11%of those surveyed qualifying as data-driven marketers.

Covid-19

Wealth and Banking

The wake-up callWorld Retail Banking Report 2021

The Covid pandemic hit the supply chains of consumer products
and retail (CPR) organizations with seismic force. Organizations
must face the fact that in the new normal, this sort of volatility isbound to reoccur, be it through natural calamities, geo-politicalissues, or further pandemics. The question is, are they ready?
We surveyed 400 executives from CPR organizations across
11 countries and published our findings in The wake-up call, alongwith recommendations for organizations to realign their supply
chain strategy, adapting new ways to handle disruptions and assess
supply chain resilience.

According to our annual World Retail Banking Report, released incollaboration with Efma, retail banks are facing a choice betweenaligning their offerings to customer expectations or running therisk of losing those customers altogether. The report identified a
new era of value-based customer-centric banking – Banking 4.x. To
succeed in Banking 4.x, banks must embrace digital transformationand implement cloud-based Banking-as-a-Service (BaaS) platform
models, which utilize APIs to embed banking in everyday life,
making it more accessible and inclusive for banking customers.

The future of work: From remote to hybrid
Remote work was gaining ground even before the pandemic hit.
But there is more at stake than lower overheads for organizations or
beachside “offices” on remote tropical islands for employees. In The
future of work: From remote to hybrid, we surveyed 500 organizations
and 5,000 employees around the world and spoke with academiciansand executives. We found that remote working is definitely the
new normal, however, some employees are feeling apprehensive
about the long-term consequences, as burnout starts to take its
toll. In fact, half of the new joiners we spoke to said they would
quit if remote working were the only option presented to them.

World Wealth Report, 2021
The global population of high-net-worth individuals (HNWIs) grew
6.3% in 2020, according to our annual World Wealth Report. Theirwealth grew by 7.6%, reaching almost $80 trillion. Boosted by rising
equity markets and government stimulus, North America surpassed
Asia Pacific for the first time in five years to become the 2020 leader
in both HNWI population and wealth. This 25th anniversary editionof Capgemini’s World Wealth Report examined global wealthevolution in the past year and HNWI trends and influences fromthe last quarter century.

Conversations for tomorrow
The Capgemini Research Institute launched its new journal,
Conversations for Tomorrow, this year. The quarterly review features
a wide variety of content, including interviews, articles by guest
contributors, and insights from some of the Institute’s reports…

28

2021 UNIVERSAL REGISTRATION DOCUMENTPRESENTATION OF ThE GROUP AND ITS ACTIVITIESSolid performance in 2021

1. Why sustainability means collective action, bolder leadership,and smarter technologies
The first issue of the quarterly review focused on sustainability,and featured perspectives from senior executives in industry,
leaders of non-profit organizations, senior government officials,
and experts, in the form of discussions and articles. The issue
also included two condensed reports – Sustainability at Scale,offering a cross-sectoral view on sustainability goals, and theGreat Digital Divide, focusing on the need to bring the digitally
excluded online.
2. The future of work starts now
The second edition of the review looked at the effects of theshift to the hybrid working model as result of the Covid-19
pandemic on employee well-being, office collaboration, and

CAPGEMINI

workplace diversity, to name just a few. Discussions with
CEOs, corporate executives, and experts were supported byperspectives from people working at Capgemini, articles, andinsights from two Capgemini Research Institute reports: The
Future of Work, and The Fluid Workforce Revolution.
3. Intelligent Industry: The next era of transformation
The third edition of the review showed how developments inpivotal areas such as software, connectivity, and semiconductors
were redefining traditional industries. Through discussions with
top executives and experts, articles, Capgemini perspectives,and Capgemini Research Institute reports, the review examinedseveral different themes, ranging from Intelligent Industry as
the new era of digital transformation, demand for data-driven
skills, and the impact of technology and sustainability, among
other topics.

29

1.

PRESENTATION OF ThE GROUP AND ITS ACTIVITIESSolid performance in 2021

1.5.3
1.

Financial highlights

CONSOLIDATED FINANCIAL STATEMENTS
2017
restated (1)20182019 (2)2020 (3)2021

Revenues

12,525

13,197

14,125

15,84818,160Operating expenses(11,032)(11,600)(12,384)(13,969)(15,820)

Operating margin*

1,493

1,597

1,741

1,879

2,340

(in millions of euros)% of revenues

11.9%

12.1%

12.3%

11.9%

12.9%

Operating profit

1,183

1,251

1,433

1,502

1,839

% of revenues

9.4%

9.5%

10.1%

9.5%

10.1%

Profit for the period attributable toowners of the Company

820

730

856

957

1,157

% of revenues

6.6%

5.5%

6.0%

6.1%

6.4%

168,057,561

167,088,363

166,171,198

167,620,101

168,574,058

4.88

4.37

5.15

5.71

6.87

Normalized earnings per share* (in euros)

6.22(4) 6.06(4) 6.76(4) 7.23(4) 9.19

Dividend per share for the year (in euros)

1.70

1.70

1.35

1.95

(5) 2.40

Goodwill (at December 31)

6,830

7,431

7,662

9,795

10,633Equity attributable to owners of the Company(at December 31)

6,956

7,480

8,424

6,103

8,467

(1,209)(1,184)(600)(4,904)(3,224)

1,080

1,160

1,288

1,119

1,873

Average number of employees

196,755

204,904

216,104

251,525

292,690

Number of employees (at December 31)

199,698

211,313219,314

269,769

324,684

Earnings per share
Average number of shares outstanding during the period
Basic earnings per share (in euros)(Net debt)/net cash and cash equivalents* (at December 31)
Organic free cash flow* (at December 31)

(1)
(2)
(3)
(4)
(5)
*

2017 figures have been restated for the retrospective application of IFRS 15, Revenue from contracts with customers, effective starting January 1, 2018.
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.
Excluding an income tax expense of €36 million, €60 million and €53 million, respectively, in 2021, 2019 and 2018 and income tax income of €8 million in 2020, due to thetransitional impact of the US tax reform in 2017.
Subject to approval by the Shareholders’ Meeting of May 19, 2022.
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.

1.5.4

Non-financial achievements
Scope

2019

2020

2021

251,525

292,690

47,002

139,594

Average total headcountC
C+A

216,104

Number of people hired by the Group (external hiring)C
C+A

63,728

C
C+A

33
-

34.9
33.7

35.8

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

C
C+A

29
-

30
-

29.4

Total number of training hours (millions)

C
A(1)
C+A

9.2
-

9.8
1.1
-

12.8

% change in emissions per employee vs 2015 baseline (%)

C+A

-

-

-83.6

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

C
C+A

80
85.9

93.1

90.71 (2)75.22

Share of women in the workforce (%)

Office energy efficiency (kWh/m²)

C+A

136.38

Scope: (C) stands for Capgemini legacy, (A) stands for Altran legacy and (C+A) for Capgemini group.
(1) Only training hours recorded in the Learning Management System for Altran France are registered.
(2) 2020 figures have changed due to one of the following reasons: we estimate the Q4 data but replace them with actuals once these are known or we may have received
updated data from POC or Prosodie data has removed as it was re-merged in 2021.

30

2021 UNIVERSAL REGISTRATION DOCUMENT

2.

2.

Corporate Governance
2.1

Company management and administration

2.1.1

history . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .33

2.1.2

Governance structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .34

2.1.3

Composition of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .38

2.1.4

Information on the members of the Board of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .46

2.1.5

Group Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .64

2.1.6

Transactions carried out in the Company’s shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .69

2.2

Organization and activities of the Board of Directors

2.2.1

Organization of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .70

2.2.2

Activities of the Board of Directors in 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .73

2.2.3

Assessment of the Board of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .76

2.2.4

Role and composition of the four specialized board committees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .77

2.3

Compensation of corporate officers

2.3.1

Directors’ compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .82

2.3.2

Executive Corporate Officer compensation policy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .83

2.3.3

Compensation paid in 2021 or granted in respect of 2021 to Executive Corporate Officers . . . . . . . . . . . . . . . . . . .91

2.3.4

Stock subscription options, stock purchase options and performance shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105

CAPGEMINI

33

70

82

31

CORPORATE GOVERNANCE

Benchmark Corporate Governance Code and Board of Directors’ report on
Corporate Governance
The Board of Directors’ report on Corporate Governance wasprepared pursuant to:2.

— the provisions set out in the last paragraph of Article
L. 225-37, Article L. 225-37-4 and Article L. 22-10-10 of theFrench Commercial Code (Code de commerce);— the recommendations set out in the “Corporate GovernanceCode” issued jointly by AFEP and MEDEF (French private
business associations) in December 2008 (recommendations
immediately adopted by our Board of Directors as abenchmark) and most recently revised in January 2020 and
its application guidelines;— as well as the rules of good governance, adopted, appliedand complied with continuously by the Capgemini groupsince the closing of its first fiscal year on December 31, 1968
(i.e. more than 50 years ago!).

32

This report was approved by the Board of Directors on February 14
and March 17, 2022, 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. 22-10-10,
paragraph 4, of the French Commercial Code and stipulated in
Article 27.1 of the AFEP-MEDEF Corporate Governance Code forlisted 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.

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CORPORATE GOVERNANCE
Company management and administration

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 ViceChairman at the time of his death on March 15, 2016. Capgemini wasmarked 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 ofenterprise, 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 heformed around him and never ceased to promote. Fully consciousthat 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 since1988 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 UnitedStates, 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 change in ownership
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 theSupervisory 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 theend of this four-year period, the Shareholders’ Meeting of May 23,
2000 held to approve the 1999 financial statements decided not

CAPGEMINI

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 thisposition 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 anddifficulties 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 theheadcount 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 generalmanager alongside Mr. Serge Kampf, Chairman and Chief Executive
Officer, on January 1, 2002.
— period three (2002-2012): a well-prepared power transfer
On July 24, 2002, Mr. Serge Kampf took the initiative to recommend
to the Board of Directors – which accepted – to separate the duties
of Chairman and Chief Executive Officer, as recently made possibleby the New Economic Regulations Law (NRE). He considered thatafter 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 oneday. 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 ofwhich was the reinvigoration of all Group companies: for example,
at the end of 2011, the Group had 120,000 employees (comparedwith 55,000 employees 10 years previously) and reported revenuesof €10 billion compared with €7 billion in 2001.
— period four (2012 to this day): a new dimension for theGroup
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, tobest serve its clients.

33

2.

CORPORATE GOVERNANCE
Company management and administration

2.

On April 4, 2012, as he had already implied two years previouslyon 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 tothe “standard” method of governance (that of a company in which
the duties of Chairman and Chief Executive Officer are exercisedby the same individual) and the appointment as Chairman andChief 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 theserecommendations and solemnly conferred on Mr. Serge Kampf thetitle 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’ Meetinggave 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 newambitions set by the Board of Directors and Group Management: the2.1.2

maturity achieved by all the business lines now enables the Groupto be organized around the client relationship. This organization
enables Capgemini to better draw on the full range of its expertiseand develops synergies between businesses, offerings and thegeographical 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 techcompanies, 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’ meetingof 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. Thisdecision was taken after a management succession internal
process launched in 2017. A governance structure separating theduties 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 is writing thenext Chapter in its history with the passion and collective energythat characterize the Group, and continue making Capgemini a
global and responsible leader in its sector.
On December 6, 2021, Capgemini announced its ESG objectives tostrengthen the impact of its sustainable development strategy. In
accordance with commitments made in early 2021, Capgemini seta framework of priorities and ambitious objectives through thisESG policy, covering each of the three ESG pillars and impacting
the 11 United Nations’ Sustainable Development Goals that are
relevant to its business. The eight priorities and 11 objectives in theGroup’s new ESG policy are presented in Chapter 4 of this document.

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 tothe 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 theduties of Chairman of the Board and Chief Executive Officer.

Current governance structure
The Company’s current governance structure separates the duties of
Chairman of the Board of Directors, exercised by Mr. Paul Hermelin,
and Chief Executive Officer, exercised by Mr. Aiman Ezzat.
It was in the context of management succession prepared since2017 (see below), that the Board of Directors meeting following
the Shareholders’ Meeting of May 20, 2020 unanimously decided,at the recommendation of the Ethics & Governance Committee, toseparate the duties of Chairman and Chief Executive Officer withimmediate effect. During this meeting, Mr. Paul Hermelin, thecurrent Chairman and Chief Executive Officer, was confirmed as
Chairman of the Board of Directors for the remainder of his termof office as director, and Mr. Aiman Ezzat was appointed Chief
Executive Officer for his term of office as director.

34

The Board of Directors considered the separation of the duties of
Chairman and Chief Executive Officer to be 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 knowledgeof 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. These duties will end
at the close of the 2022 Shareholders’ Meeting (see below, Roleand duties of the Chairman of the Board of Directors).
During its meeting of March 17, 2022, the Board of Directors
proposed to renew the term of office of Mr. Paul Hermelin as adirector for a period of four years at the Shareholders’ Meeting of
May 19, 2022. It also proposed, following a successful management
hand-over phase, to retain, at the end of the next Shareholders’Meeting, a governance structure separating the duties of Chairman
and Chief Executive Officer and to reappoint Mr. Paul Hermelin as
non-executive Chairman of the Board, subject to the renewal of his
term of office by the Shareholders’ Meeting. The reappointmentof Mr. Hermelin would enable the Board to continue to benefit
from his experience, his expertise and his in-depth knowledgeof the Group.

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CORPORATE GOVERNANCE
Company management and administration

In addition, the Board of Directors also decided to retain theposition of Lead Independent Director for as long as the duties
of Chairman of the Board are assumed by a director who is notindependent as defined by the AFEP-MEDEF Code to which theCompany adheres (see below for further information on the roleand duties) and will propose, at the Board meeting following theShareholders’ Meeting of May 19, 2022, to reappoint Mr. Oudéa
as Lead Independent Director, subject to the renewal of his termof office as a director by the Shareholders’ Meeting.

Change in governance method in 2020 – 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 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 methodof governance combining 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 bemade 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.
The Board of Directors also considered that a satisfactory balanceof power existed within the Board of Directors. The Board notedin particular:— the role of the Lead Independent Director, entrusted withspecific 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 withdifferent remits encompassing Audit & Risk, Compensation,
Ethics & Governance and Strategy & CSR; and— the restrictions introduced by the Board of Directors’ Charteron the powers of the Chief Executive Officer by requiring theprior 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 2017by the Board of Directors at the initiative of Mr. Paul Hermelin,
Chairman and Chief Executive Officer. Following a review of theGroup’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 andthe Ethics & Governance Committee, appointed Messrs. Thierry
Delaporte and Aiman Ezzat as Chief Operating Officers with effectfrom January 1, 2018. The Vice-Chairman of the Board and Chairmanof the Strategy & Investment Committee (renamed the Strategy &CSR Committee in March 2019), Mr. Daniel Bernard, was tasked withpreparing 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 thead hoc Committee from May 2018), Mr. Pierre Pringuet (Chairmanof the Ethics & Governance Committee and Lead Independent
Director) and himself.

CAPGEMINIThe 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 ofMay 20, 2020. In line with this new governance structure, the Boardof Directors decided on December 4, 2019, at the recommendationof the Ethics & Governance Committee, to terminate the term ofoffice of Mr. Thierry Delaporte as Chief Operating Officer witheffect from December 31, 2019.

Executive Corporate Officer succession procedure
The Ethics & Governance Committee is responsible for preparing
the work and deliberations of the Board of Directors regarding
the appointment by the Board of Executive Corporate Officers.
To prepare Executive Corporate Officer transition, the Committee
draws up and updates a succession plan: Chairman, Chairman andChief Executive Officer or Chief Executive Officer, Chief Operating
Officers. It examines the Group’s “talent pool” for individuals
capable of becoming Executive Corporate Officers and particularly
members of the Executive Committee. As such, it is informed of
the annual performance of these individuals and any developments
concerning them.
The Chairman of the Board of Directors participates in the workof the Ethics & Governance Committee on these issues, other thanthose that directly concern him.
In 2021, the Ethics & Governance Committee reviewed the 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 operationaland 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, theCommittee drafted a succession plan enabling the immediate
appointment of an interim successor in the event of the deathor sudden incapacity of the Chairman of the Board of Directors
or the Chief Executive Officer. The aim of this plan is to ensurebusiness continuity pending the appointment of a future successor
by the Board of Directors. This plan was approved by the Board of
Directors’ meeting of March 18, 2021.

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, theChief Executive Officer has the most extensive powers to act inall circumstances in the name of the Company. he exercises thesepowers within the limit of the corporate purpose and subject tothe 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 tohave a material impact, either directly or indirectly, on the financial
position or commitments of the Company or those of one or moreof its principal subsidiaries. This applies in particular to:— the draft annual budget prepared in accordance with thethree-year plan;— the approval of the annual investment and divestment
budget;35

2.

CORPORATE GOVERNANCE
Company management and administration— the conclusion of material strategic alliances;— acquisitions or disposals of assets or investments notrecorded in the annual investment budget, individuallyworth more than €100 million, or for smaller investments,
resulting in the €300 million cumulative annual ceiling being
exceeded;2.

— 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 theBoard 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 agendaof meetings. he oversees the proper operation of the Company’s
bodies and the correct implementation of Board decisions. He
ensures that directors are able to carry out their duties and haveall 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 specificassignment 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 expertiseand his in-depth knowledge of the Group, the Board of Directors
decided, on the implementation of the separated governancestructure in May 2020, to extend the duties entrusted to the Chairmanof the Board of Directors during a management hand-over phase
not exceeding two years, i.e. until the 2022 Shareholders’ Meeting.
The Chairman of the Board of Directors chairs and leads theStrategy & CSR Committee.

36

He can represent the Group, notably with bodies, institutions andpublic authorities, as well as with the Group’s various strategic
stakeholders, without prejudice to the power to legally represent
the Company in dealings with third parties conferred by law on the
Chief Executive Officer.
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 theGroup’s major customers and partners. At the invitation of the
Chief Executive Officer, he can also attend internal meetings andprovide his insight on strategic challenges.
In all his assignments other than those conferred by law, theChairman of the Board of Directors acts in close conjunction with
the Chief Executive Officer, who has responsibility for the generaland operational management of the Company.
Following a successful management hand-over phase, the Boardof Directors proposes to retain, at the end of the upcoming
Shareholders’ Meeting of May 19, 2022, a governance structure
separating the duties of Chairman and Chief Executive Officer
and to reappoint Mr. Paul hermelin as non-executive Chairmanof the Board, subject to the renewal of his term of office by the
Shareholders’ Meeting. The reappointment of Mr. hermelin would
enable the Board to continue to benefit from his experience, his
expertise and his in-depth knowledge of the Group.

Lead Independent Director
As part of the constant drive to improve governance within the
Company, the position of Lead Independent Director was createdin May 2014.
The Board of Directors’ Charter states that when the duties 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, theBoard of Directors may also choose to appoint a Lead Independent
Director. This appointment is essential when the Chairman of theBoard of Directors is not an Independent Director as defined by
the AFEP-MEDEF Code, as is currently the case.
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 andChairman of the Ethics & Governance Committee may be revokedat any time by the Board of Directors.
As for any other director, the Lead Independent Director may be amember 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 heis not a member.
During the last Board assessments, the Directors expressed their fullsatisfaction 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.
Since May 20, 2021, the duties of Lead Independent Director havebeen performed by Mr. Frédéric Oudéa, Independent Director,
replacing Mr. Pierre Pringuet who did not seek the renewal of
his office as director. During the Board Meeting following theupcoming Shareholders’ Meeting of May 19, 2022, the Board of
Directors will propose the reappointment of Mr. Oudéa as Lead
Independent Director, subject to the renewal of his term of office
as a director by the Shareholders’ Meeting.

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Company management and administration

Duties of the Lead Independent Director
In accordance with the Board of Directors’ Charter and the decisionsof the Board of Directors, the Lead Independent Director has thefollowing duties:— he is consulted by the Chairman of the Board of Directors
on the proposed Board meeting schedule presented forthe approval of the Board and on the draft agenda for eachmeeting of the Board of Directors;— he can propose to the Chairman the inclusion of items on theagenda 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 absenceof Executive Corporate Officers in so-called “executive
sessions”, at his own initiative or at the request of one ofmore Board members, to discuss a specific agenda; he chairs
any such sessions;— he leads the assessment of the composition and performanceof 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 wherethese duties are separated;— he holds regular discussions with the other directors toensure they have the means necessary to perform theirduties in a satisfactory manner and in particular that theyreceive sufficient information prior to the Board meetings;— he conducts specific reviews to verify the absence of conflictsof interest within the Board of Directors;— he may be called on, at the request of the Chairman, tocommunicate with Company shareholders on governanceand Executive Corporate Officers compensation issues andinforms 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 Secretaryin the administrative tasks relating to his duties.
The report on his work in 2021 is presented in Section 2.2.2 (Activitiesof the Board of Directors in 2021).

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.

CAPGEMINI

37

2.

CORPORATE GOVERNANCE
Company management and administration

2.1.3

Composition of the Board of Directors

2.

At December 31, 2021, the Capgemini SE Board of Directors has
14 members, including 12 members elected by Shareholders’ Meetingand two members appointed in accordance with the employee
representation system. 82% of its members are independent,
43% have international profiles and 45% are women. Directors areappointed 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 theBoard 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 contributedby each of its members. It also regularly identifies the direction
to be taken to ensure the best possible balance with regards tointernational 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 experienceand nationalities and respects gender balance, while ensuring thecommitment of all Directors to the Group’s fundamental values. To
this end, the work of the Ethics & Governance Committee, chairedby the Lead Independent Director is invaluable.

38

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; and(iv) maintenance of a measured number of Directors enablingcoherence and collective decision-making.

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Implementation in 2021 of the 2018‑2022 objectives and results
The following table summarizes the implementation in 2021 of thevarious objectives regarding the Board of Directors’ composition.
These objectives do not include Directors representing employees

and Directors representing employee shareholders, who areappointed in accordance with specific legal provisions.

Objective

Implementation and results in 2021

International diversification toreflect changes in the Group’s
geographical spread andbusinesses

The appointments of Ms. Tanja Rueckert and Mr. Kurt Sievers, both German citizens, as Directors
by the Shareholders’ Meeting of May 20, 2021, enabled the further international diversification of
the Board’s composition.

Diversification of profiles andexpertise

The appointments of Ms.Tanja Rueckert and Mr. Kurt Sievers enriched the diversity of profiles on
the Board and enabled it to benefit from their solid experience.

Since May 20, 2021, 43% of Directors have an international profile, compared with 27% in 2020.

Ms. Tanja Rueckert 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 has management experience in a leading international group in the semiconductor
sector, at the heart of the Intelligent Industry’s development and governance experience in the
United States.
Staggered renewal of terms ofofficeTerms of office continued to be renewed on a staggered basis with the various nominations madeduring the 2021 Shareholders’ Meeting. One of the four director offices expiring was renewed andtwo new directors were appointed.

Maintenance of a measured
number of directors enablingcoherence and collective
decision-making

In 2021, the number of directors decreased from 15 to 14 following the reappointment of only oneof the four directors whose terms of office expired and the appointment of two new Directors. The
Board considers that a number of 14/15 directors enables coherent and collective decision-making.

Results of the applicationof this policy at
December 31, 2021

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

* Scope covers all members of the Board (whereas percentage ofwomen on the Board – currently 45% – excludes Directors representing
employees and employee shareholders as per French law).

At its meeting of February 14, 2022, theBoard of Directors, at the recommendationof the Ethics & Governance Committee,
decided to renew the above objectives
for the period 2022-2026.

CAPGEMINI

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 balanceand 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.

39

2.

CORPORATE GOVERNANCE
Company management and administration

Based on these criteria, the Committee Chairman steers the search
for and selection of new directors, where appropriate with theassistance 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.

2.

In preparation of the 2021 Shareholders’ Meeting, the Ethics &Governance Committee focused on furthering the international
diversification of the Board of Directors and increasing the numberof women directors, as well as adding Technology, Digital andIntelligent Industry 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 inrecent years, has enabled the replacement of a large number of
its 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.

40

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 andin an open manner.

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The experiences and expertise brought by each director comprising the Board of Directors at December 31, 2021 may be summarized
as follows.

2.

See Section 2.1.4 of this Universal Registration Document for an overview of the Board of Directors, including the experience andexpertise brought by each director to the Board, followed by a detailed individual presentation of directors at December 31, 2021.

CAPGEMINI

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Company management and administration

Changes in the composition of the Board in 2021
Shareholders’ Meeting of May 20, 2021

Ms. Bouverot and Messrs. Bernard and Pringuet did not seek therenewal of their terms of office.

The Board of Directors of Capgemini SE, meeting on March 18,
2021 under the chairmanship of Mr. Paul hermelin, Chairman of theBoard of Directors, and on the report of the Ethics & GovernanceCommittee, deliberated on changes in the composition of theBoard of Directors at the Shareholders’ Meeting of May 20, 2021.

In line with the Board of Directors’ ambition to further the international
diversification of its composition, deepen its industry expertiseand enrich the diversity of its profiles, the Shareholders’ Meetingof May 20, 2021 appointed Ms. Tanja Rueckert and Mr. Kurt Sievers
as Independent Directors for a term of four years and renewed theterm of office of Mr. Patrick Pouyanné, an Independent Director,
also for a period of four years.

2.

Changes in the composition of the Board of Directors and its Specialized committees in 2021

Board of Directors

Departures

Appointments

RenewalsDaniel Bernard
Director(AGM 05/20/2021)

Tanja Rueckert
Director(AGM 05/20/2021)

Patrick Pouyanné
Director(AGM 05/20/2021)

Anne Bouverot
Director(AGM 05/20/2021)

Kurt Sievers
Director(AGM 05/20/2021)

Pierre Pringuet
Director(AGM 05/20/2021)
Audit & Risk Committee

-

-

-

Ethics & GovernanceCommittee

Pierre Pringuet (Chairman)(05/20/2021)

Frédéric Oudéa,
appointed Chairman(05/20/2021)-

Daniel Bernard(05/20/2021)

Xavier Muscat(05/20/2021)
Patrick Pouyanné(05/20/2021)

Compensation Committee

Pierre Pringuet(05/20/2021)

Kurt Sievers(05/20/2021)

Strategy & CSR Committee

Daniel Bernard(05/20/2021)

Tanja Rueckert(05/20/2021)

Anne Bouverot(05/20/2021)

Kurt Sievers(05/20/2021)

At December 31, 2021, the Board of Directors therefore comprised
14 directors, with 82% of Independent Directors and 45% offemale Directors (the directors representing employees andemployee shareholders are not taken into account in calculatingthese percentages).

Upcoming changes in the composition of the Board
The Board of Directors will propose to the 2022 Shareholders’Meeting the renewal of the terms of office of Messrs. Paul
Hermelin, Xavier Musca and Frédéric Oudéa and the appointmentof Ms. Maria Ferraro and Mr. Olivier Roussat as members of theBoard of Directors for a period of four years. These proposals arein line with the Group’s ambition to further the internationalizationof its composition, deepen its sector expertise and enrich thediversity of its profiles.
Following a successful management hand-over phase, the Board of
Director proposes to retain, at the end of the next Shareholders’Meeting, a governance structure separating the duties of Chairman
and Chief Executive Officer and to reappoint Mr. Paul Hermelin as
non-executive Chairman of the Board, subject to the renewal of his
term of office by the Shareholders’ Meeting. The reappointmentof Mr. Hermelin would enable the Board to continue to benefit
from his experience, his expertise and his in-depth knowledgeof the Group.

42-

Patrick Pouyanné(05/20/2021)

During the Board Meeting following the Shareholders’ Meeting,the Board of Directors also proposes to reappoint Mr. Oudéa as
Lead Independent Director, subject to the renewal of his term ofoffice as director by the Shareholders’ Meeting.
Ms. Maria Ferraro, a Canadian citizen, has acquired throughout her
career financial expertise and solid experience in the manufacturing,
technology and energy sectors within a global group at the heartof the Intelligent Industry’s development. She would bring to theBoard her diversity and inclusion expertise, as well as her knowledgeof European and Asian markets.
Mr. Olivier Roussat, a French citizen, is Chief Executive Officer of a
global construction, energy and transport infrastructures group,
which is also a leader in the French media sector and a major
telecoms player in France. He will bring, in particular, his experiencein the telecoms and media sector, as well as his experience in digitaltransformation and technology.
The Board of Directors considers Ms. Maria Ferraro and Mr. Olivier
Roussat to be independent pursuant to the criteria of the AFEPMEDEF Code to which the Company refers.
The Board of Directors warmly thanked Ms. Laurence Dors for her
contribution to the work of the Board and its Committees throughout
her term of office, particularly as Chairman of the Compensation
Committee. Ms. Dors has expressed her wish not to renew her

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Company management and administration

term of office. Mr. Patrick Pouyanné will become Chairman of theCompensation Committee following the Shareholders’ Meeting.
Assuming the adoption of these resolutions by the Shareholders’Meeting of May 19, 2022, the composition of the Board of Directors
would therefore count 15 Directors, including two Directors
representing employees and one director representing employee
shareholders. 83% of its members will be independent (1), 40% will
have international profiles and 42% 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, thatis likely to impair his/her judgment.
The following criteria are examined, initially by the Ethics & GovernanceCommittee and then by the Board, to determine whether a director
is independent (Article 9.5 of the AFEP-MEDEF Code):— is not and has not been during the course of the previous five
years:–––

an employee or Executive Corporate Officer of theCompany,
an employee or Executive Corporate Officer or directorof a company that the Company consolidates,
an employee or Executive Corporate Officer or directorof the Company’s parent company or a company that thisparent company consolidates;— is not an Executive Corporate Officer of a company in which
the Company holds directly or indirectly a directorship orin which an employee designated as such or an Executive
Corporate Officer of the Company (currently or within thelast 5 years) holds a directorship;— is not a customer, supplier, corporate bank, financing bankor advisor:––material for the Company or its Group,or for which the Company or its Group represents amaterial 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 dateof 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 theBoard’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 dateof this Universal Registration Document is calculated based on
11 members and not the full 14 members of the Board.

Review of director independence by the Board of
Directors
Based on the report of the Ethics & Governance Committee, theBoard of Directors examined the personal situation of each of themembers of the Board of Directors with regard to the AFEP-MEDEF
Code independence criteria set-out above during its meeting of
February 14, 2022.
The following table summarizes the classification adopted for eachdirector following this review, for the 11 directors included in thecalculation of the Board’s independence ratio in accordance with
the AFEP-MEDEF Code.

Is not and has
not been within
the last 5 years,
an employee
or Executive
No material
Corporate
No cross‑business
Officer directorships relationships

Has not been
the statutory
Has not
auditor ofbeen aNo the Company director forfamilyin the lastmore thanties
5 years
12 years

Classification

Paul hermelin

x

√

√

√

√

x

Not independent

Aiman Ezzat

x

√

√

√

√

√

Not 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

Tanja Rueckert

√

√

√

√

√

√

Independent

Kurt Sievers

√

√

√

√

√

√

IndependentTOTAL

9 INDEPENDENT DIRECTORS (82%)

x√

Independence criteria not met.
Independence criteria met.

(1)

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.

CAPGEMINI

432.

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Company management and administration

2.

Based on the independence criteria set out above, the Board
considered that 9 of its 11 members (excluding directors
representing employees and employee shareholders), i.e. 82%,
could be considered independent:

business relationships were not material for Capgemini groupor the relevant companies and did not indicate a situation of
economic dependence or exclusivity and were not likely tocompromise the independence of the Directors concerned.

Xiaoqun Clever, Laurence Dors, Siân Herbert-Jones, Belen Moscosodel Prado, Xavier Musca, Frédéric Oudéa, Patrick Pouyanné, Tanja
Rueckert and Kurt Sievers.

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 theconclusion of an agreement and financial instruments relating to
the Company (1) (2).

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, theBoard of Directors examined, in particular, any business relationships
between Capgemini group and each director or company withwhich they are associated, in order to assess the materiality ofthese relationships.
This assessment was conducted with regard to both quantitativeand qualitative criteria.
The quantitative assessment was based on a statement of businessflows 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 qualitativeand contextual items reflecting the situations examined, such as
negotiation terms and conditions for the delivery of services, theorganization of the relationship between stakeholders and therelevant director’s position in the contracting company and theexistence 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 absenceof 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 2021, 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;— to the extent that the services were contracted under normal
conditions and that the corresponding revenues recognized
by Capgemini and the relevant companies could not be
considered material or to indicate a position of economic
dependence, in the Board of Directors’ opinion these

The Board of Directors noted that CACIB acted as the structuring bankfor the most recent Group employee share ownership transactions(including the latest share capital increase on December 16, 2021)
and that implementing the leveraged and secure offers requires
the financial institution structuring the offer to enter into on andoff-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.
In addition, it is noted that Capgemini SE owns 20% of Azqore, asubsidiary of CA Indosuez SA (a Crédit Agricole subsidiary) which
operates a platform specializing in banking transactions for wealthmanagement players. The Société Générale Group announced at theend of January 2022 that it had signed an agreement with Azqore
for the performance of back-office activities and a large part of the
IT services of the Société Générale private bank internationally.
The Board of Directors considered that these business relations
were not material from Capgemini’s point of view or that of therelevant companies and did not indicate a situation of economic
dependence or exclusivity and were unlikely to call into question
the respective independence of Messrs. Frédéric Oudéa andXavier Musca.
Independence of the Board after the 2022 Shareholders’Meeting
Assuming the Shareholders’ Meeting of May 19, 2022 renews theterms of office of Messrs. Paul Hermelin, Xavier Musca and FrédéricOudéa and appoints Ms. Maria Ferraro and Mr. Olivier Roussat,
the percentage of independent Directors from that date would
be 83% (i.e. 10 members out of 12).

Overview of the independent status of the Board of Directors
Percentage of
Independent
Directors*

Classification of Board members**

At the date of the 2021 Universal
Registration Document

82%

Xiaoqun Clever, Laurence Dors, Siân Herbert-Jones, Belen Moscoso delPrado, Xavier Musca, Frédéric Oudéa, Patrick Pouyanné, Tanja Rueckert
et Kurt Sievers
Paul hermelin and Aiman Ezzat

At the end of the Shareholders’Meeting of May 19, 2022

83%

Xiaoqun Clever, Maria Ferraro, Siân Herbert-Jones, Belen Moscoso delPrado, Xavier Musca, Frédéric Oudéa, Patrick Pouyanné, Olivier Roussat,
Tanja Rueckert et 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.

(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 ofDecember 3, 2015, service providers must include in their threshold crossing disclosures certain agreements or financial instruments deemed to have an economic effectsimilar 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, 2021 and February 14, 2022, the date of review by the Board of
Directors, CACIB had successively decreased and/or increased its interest below and above the thresholds of 6%, 7% and 8% the Company’s share capital and voting rights.

(2)

44

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Information on regulated agreements with related parties
No 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, 2021.
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 governedby the regulated agreements procedure at Company level prior totheir conclusion, renewal or termination, and (ii) regularly assess
whether agreements on ordinary transactions concluded at arm’s
length satisfy these requirements.
The Internal Charter and, particularly, the procedure for classifying
agreements as ordinary transactions performed at arm’s length, isreviewed 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 waspresented to the Ethics & Governance Committee during its
meeting of November 23, 2021. After analyzing the criteria adopted
to classify agreements as regulated agreements or ordinary
agreements performed at arm’s length during the fiscal year, theEthics & Governance Committee recommended that the Boardof Directors not modify 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 AFEPMEDEF 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 conflictof interest and to refrain from participating in deliberations andvoting 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 GovernanceHigh Committee, the Board of Directors implemented an appraisal
procedure to assess any conflicts of interest that may arise frombusiness relations.
To this end, a statement of business flows between Capgeminigroup and entities that are suppliers and/or clients of Capgeminigroup and that have directors in common with Capgemini SE is
prepared annually and communicated to the Lead Independent
Director and Chairman of the Ethics & Governance Committee. A
qualitative assessment of situations encountered is also conductedbased on several criteria, as detailed in the Section “Independenceof the Board of Directors” above. In addition, each year Directors
are required to issue a statement to the Company regarding theexistence or absence, to their knowledge, of any conflicts of interest.

These conflict of interest prevention measures supplement one of
the general duties of the Ethics & Governance Committee which isto draw 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. They also provide input for the Board of Directors’ workon the independence classification of Directors.
Loans and guarantees granted to Directors and managers of
the Company
None.

2.

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, liquidationor company placed in administration at any time during thelast five years with the exception of Mr. Paul Hermelin,
Chairman of The Bridge, a company placed in liquidation
proceedings on October 9, 2019 by the Avignon Commercial
Court and Ms. Belen Moscoso del Prado, who was Directorof the Spanish company Adveo International, one of whosesubsidiaries was placed in liquidation;— 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 anissuer 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 theirprivate interests and/or any other duties;— arrangements or agreements with the principal shareholders,customers or suppliers pursuant to which one of themembers 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 capitalof 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.

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

CAPGEMINI

45

CORPORATE GOVERNANCE
Company management and administration

2.1.4

CORPORATE GOVERNANCE
Company management and administration

Information on the members of the Board of Directors

Overview of the Board of Directors (at December 31, 2021)

2.

Numberof offices
in listed
Gender companies (1)Independent
Director

Attendance
rate(Board)Board
Committees

First
appointment

Expiry ofterm of office
Shareholders’Meeting

Numberof years on
the Board

Numberof shares
owned

Nationality

Age

Paul HERMELIN
Chairman of the Board of Directors

No

100%

Strategy & CSR (C)

2000

2022

21

195,988

French69

M

1

Aiman EZZAT
Chief Executive Officer andDirector

No

100%

Strategy & CSR

2020

2024

1

81,269French60

M

2

Xiaoqun CLEVER
Director

Yes

100%

Audit & Risk

2019

2023

2

1,000

German51

F

4Laurence DORS
Director

Yes

100%

Compensation (C),
Audit & Risk,
Ethics & Governance

2010

2022

11

1,000

French65

F

2Siân HERBERT JONES
Director

Yes

100%

Audit & Risk

2016

2024

5

1,000

British61

F

3

Hervé JEANNIN
Director representing employees

No

100%

Strategy & CSR

2020

2024

1

12

French58

M

1

Kevin MASTERS (a)Director representing employees

No

100%

Compensation

2016

2024

5

0

British65

M

1

Belen MOSCOSO del PRADO
Director

Yes

100%

Compensation

2020

2024

1

1,000

Spanish48

F

1

Xavier MUSCA
Director

Yes

100%

Audit & Risk (C)Ethics & Governance

2014

2022

7

1,000

French61

M

3

Frédéric OUDÉA
Director

Yes

100%

Ethics &Governance (C)

2018

2022

3

1,000

French58

M

2

Patrick POUYANNÉ
Director

Yes

100%

Strategy & CSR
Ethics & Governance

2017

2025

4

1,000

French58

M

2

Tanja RUECKERT
Director

Yes

100%

Strategy & CSR

2021

2025

0

1,275

German52

F1

Kurt SIEVERS
Director

Yes

100%

Strategy & CSR
Compensation

2021

2025

0

1,000

German52

M

2

Lucia SINAPI‑THOMAS
Director representing employee
shareholders

No

100%

Compensation

2012

2024

9

28,727

French

57

F

3

2.

(C): Committee Chairman.
(a) On his retirement in late January 2022, Mr. Kevin Masters was replaced by Mr. Pierre Goulaieff who was appointed by the International Works Council.

(1)

46

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 ormembers of the Management Board).

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Expiry of terms of office of Directors of the Company elected by Shareholders’ Meeting
Name

Paul HERMELIN, Chairman of the Board

2022 AGM

2023 AGM

2024 AGM√√

Aiman EZZAT, Chief Executive Officer√

Xiaoqun CLEVER (a)Laurence DORS (a) (b)2.

2025 AGM√

Siân HERBERT-JONES (a)√Belen MOSCOSO del PRADO (a)√Xavier MUSCA (a)√Frédéric OUDÉA (a)√Patrick POUYANNÉ (a)√Tanja RUECKERT (a)√√Kurt SIEVERS (a)√Lucia SINAPI-ThOMAS (c)
(a)
(b)
(c)

48

Independent Director.
Director no longer classified as an Independent Director on the renewal of his/her term of office (term of more than 12 years).
Director representing employee shareholders.

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Company management and administration

Information on the members of the Board of Directors at December 31, 2021
Since May 20, 2021, the Capgemini Board of Directors has 14 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
Member of the Strategy & CSR Committee

2.

BIOGRAPHY – PROFESSIONAL EXPERIENCE

Mr. Paul Hermelin is a graduate of École Polytechnique and École Nationale d’Administration. He spent thefirst 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:

FrenchBusiness address:

Capgemini SE,
11, rue de Tilsitt
75017 ParisFirst appointment:

2000
Expiry of term of office: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.
Mr. Paul Hermelin brings to the Board his experience, his expertise and his in-depth knowledge of the Group
which he led for 18 years.

2022 (Ordinary
Shareholders’ Meeting
held to approve the2021 financial
statements)

Mr. Paul Hermelin is also Senior Advisor with the Eurazeo Group since February 2022.

Number of shares heldat December 31, 2021:

OFFICES HELD IN 2021 OR CURRENT OFFICES AT DECEMBER 31, 2021

195,988

Principal office:Mr. Paul Hermelin has been Chairman of the Capgemini SE Board of Directors since 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:

Director of:— CAPGEMINI INTERNATIONAL BV(since March 2019)— CAPGEMINI TECHNOLOGY SERVICES INDIA
LTD (since August 2017)

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

Chairman and Chief Executive Officer of:

Chairman of the Board of Directors of:— CAPGEMINI SE* (until May 2020)— CAPGEMINI NORTH AMERICA, INC. (USA)(until May 20, 2020)— CAPGEMINI AMERICA, INC. (USA)(until May 20, 2020)

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)— CAPGEMINI SERVICE S.A.S. (until May 20, 2020)— CAPGEMINI LATIN AMERICA S.A.S.
(until May 20, 2020)

Manager of:— SCI PARIS ETOILE (until May 20, 2020)
Chief Executive Officer of:— CAPGEMINI NORTH AMERICA, INC. (USA)(until May 20, 2020)
Director of:— CGS HOLDINGS Ltd (UK) (until May 20, 2020)
Chairman of the Supervisory Board of:— CAPGEMINI N.V. (Netherlands)(until November 27, 2020)* Listed company.
** In liquidation.

CAPGEMINI

49

CORPORATE GOVERNANCE
Company management and administration

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).

2.

Date of birth:

June 11, 1970
Nationality:

GermanBusiness address:

Capgemini SE
11, rue de Tilsitt
75017 ParisFirst appointment:

2019
Expiry of term of office:2023 (Ordinary
Shareholders’ Meeting
held to approvethe 2022 financial
statements)
Number of shares heldat December 31, 2021:

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 to2009), 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 memberof the Group Executive Board at Ringier AG, an international media group based in Zurich, Switzerland (fromJanuary 2016 to February 2019).
Ms. Xiaoqun Clever is a member of the Supervisory Board of Infineon Technologies AG (since 2020). She
has also been 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 transformationand data use over the course of a successful career in the software and data industries. In addition, shebrings 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 2021 OR CURRENT OFFICES AT DECEMBER 31, 2021

Director of:Member of the Supervisory Board of:— CAPGEMINI SE* (since May 23, 2019)— AMADEUS IT GROUP S.A.* (Spain)(since June 19, 2020)— BHP GROUP LIMITED* (Australia)
and BHP GROUP PLC* (United Kingdom)(since October 1, 2020)**— INFINEON TEChNOLOGIES AG* (Germany)(since February 20, 2020)
Member of the Advisory Board of:— MAXINGVEST AG (Germany)(until February 2021)

Co-Founder and Chief Executive Officer of:— LUXNOVA SUISSE GMBH (Switzerland)(since 2018)
OTHER OFFICES HELD DURING THE LAST FIVE YEARS (OFFICES EXPIRED)

Member of the Supervisory Board of:— ALLIANZ ELEMENTAR VERSICHERUNGS AG(Austria) (until August 2020)— ALLIANZ ELEMENTAR LEBENSVERSICHERUNGS
AG (Austria) (until August 2020)* Listed company.
** BHP operates under a dual listed company structure with two parent companies (BHP Group Limited and BHP Group Plc) managed by aunified Board of Directors.

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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:

FrenchBusiness address:

Capgemini SE,
11, rue de Tilsitt
75017 ParisFirst appointment:

2010
Expiry of term of office:2022 (Ordinary
Shareholders’ Meeting
held to approvethe 2021 financial
statements)
Number of shares heldat December 31, 2021:

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 also sits on the Board of Directors of Egis, a non-listed engineering company specializingin consulting and the development of projects offering added value through innovation. She chairs theCompensation Committee and is a member of the Engagements Committee. She has also been a directorof Latécoère and Chairman of its Audit & Risk Committee since June 11, 2020. Ms. Laurence Dors was alsoa member of the Board of Directors of Crédit Agricole SA until May 2021.
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 and 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 inthe management of leading international groups in the technology sector.
Principal office:Independent Director
OFFICES HELD IN 2021 OR CURRENT OFFICES AT DECEMBER 31, 2021

Director of:Member of:

—
—
—
—

— IhEAL (Institute of Latin American Studies)
Strategic Policy Committee (since June 2012)— CEFA (Franco-German Economic Club) Policy
Committee (since October 2005)— Advisory Committee for the transition fundcreated as part of the scheme to support
businesses in the wake of the crisis, managed
by the Ministry for the Economy, Financeand Recovery (since July 2021)

CAPGEMINI SE* (since May 2010)
EGIS S.A. (since November 2011)
LATECOERE* (since June 11, 2020)
IFA (French Institute of Directors)(since May 2012)

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

Director of:

Senior Partner of:— CREDIT AGRICOLE S.A.* (until May 2021)— THEANO INTERNATIONAL (until October 2018)* Listed company.

CAPGEMINI

51

2.

CORPORATE GOVERNANCE
Company management and administration

AIMAN EZZAT
Director
Chief Executive Officer
Member of the Strategy & CSR Committee
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 Electronique de Lyon in France and an MBA from the Anderson School ofManagement at UCLA.

2.

Date of birth:

May 22, 1961
Nationality:

FrenchBusiness address:

Capgemini SE,
11, rue de Tilsitt,
75017 ParisFirst appointment:

2020
Expiry of term of office:2024 (Ordinary
Shareholders’ Meeting
held to approvethe 2023 financial
statements)
Number of shares heldat December 31, 2021:

81,269Mr. 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. He is also a
director of Air Liquide since May 4, 2021. In September 2021, he was named the “Best European CEO” for thetechnology and software category in Institutional Investor’s “2021 All Europe Executive Team” annual ranking.
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 Institutional Investor’s“2017 All European Executive Team” annual ranking.
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 ofStrategy 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.
In 2006, he was part of the acquisition and integration team for Kanbay, a global IT services firm focusedon the Financial Services industry.
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 in the Financial
Services sector.
This came after ten years at Gemini Consulting (Gemini Consulting was the former brand of the strategic andtransformation 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 2021 OR CURRENT OFFICES AT DECEMBER 31, 2021

Chief Executive Officer of:

Chairman of the Board of Directors of:— Capgemini SE* (since May 20, 2020)— Capgemini North America, INC. (USA)(since May 20, 2020)— Capgemini America, INC. (USA)(since May 20, 2020)

Director of:— Capgemini SE* (since May 20, 2020)— L’Air Liquide S.A.* (since May 4, 2021)
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)

Chairman of the Supervisory Board of:— Capgemini NV (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 20 May 2020)— Purpose Global PNC (USA) (since April 17, 2020)— Capgemini Technology Services India Limited(India) (since January 19, 2021)

52

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

Chief Operating Officer of:— Capgemini SE* (until May 20, 2020)
Chairman of:— Altran Technologies S.A.S. (until June 7, 2021)
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 (United Kingdom)(until February 2019)— Capgemini Italia S.P.A. (Italy)(until April 2018)— Capgemini Brasil S.A. (Brazil)(until April 2018)— Capgemini Asia Pacific PTE Ltd (Singapore)(until March 2018)— Capgemini Financial Services Canada Inc.
(Canada) (until January 2017)— Sogeti UK Ltd (United Kingdom)(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 (United Kingdom)(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)2.

Member of the Supervisory Board of:— Sogeti Nederland BV (Netherlands)(until November 27, 2020)* Listed company.

CAPGEMINI

53

CORPORATE GOVERNANCE
Company management and administrationSIÂN HERBERT-JONES
Independent Director
Member of the Audit & Risk Committee
BIOGRAPHY – PROFESSIONAL EXPERIENCE

2.

Date of birth:

September 13, 1960
Nationality:

BritishBusiness address:

Capgemini SE,
11, rue de Tilsitt
75017 ParisFirst appointment:

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.
Ms. Siân Herbert-Jones joined the Board of Directors of Capgemini SE on May 18, 2016. She has been amember 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

2016
Expiry of term of office:2024 (Ordinary
Shareholders’ Meeting
held to approvethe 2023 financial
statements)
Number of shares heldat December 31, 2021:

1,000

OFFICES HELD IN 2021 OR CURRENT OFFICES AT DECEMBER 31, 2021

Director of:— CAPGEMINI SE* (since May 2016)— L’AIR LIQUIDE S.A.* (since May 2011)— BUREAU VERITAS* (since May 2016)— COMPAGNIE FINANCIERE AURORE
INTERNATIONALE, a Sodexo Group subsidiary(since February 2016)

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

N/A* Listed company.

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HERVE JEANNIN
Director representing employees
Member of the Strategy & CSR Committee
BIOGRAPHY – PROFESSIONAL EXPERIENCE

Date of birth:

August 21, 1963
Nationality:

FrenchBusiness address:

Capgemini Technology
Services,
43, rue Pré Gaudry,
69007 Lyon
First appointment:

2020
Expiry of term of office:2024 (Ordinary
Shareholders’ Meeting
held to approvethe 2023 financial
statements)
Number of shares heldat December 31, 2021:

12

Mr. Hervé Jeannin joined Capgemini as an analyst in February 1984, after finishing his studies. He designed
and managed IT projects for a range of clients until 1999. From 2000 to 2004 he developed a client accountas a sales engineer within the Group. Between 2005 and 2015 he managed employee relations througha 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
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.
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. Traveling through 50 countries, he has met with many group employees
at various sites. he represents the CFDT union and Capgemini in UNI Europa.
He joined the Board of Directors on May 20, 2020 as a director representing employees. He has also beena member of the Strategy & CSR Committee since that date.
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 businesslines and six cities.
Principal office:Mr. Hervé Jeannin is a workplace first aid and evacuation trainer in Capgemini.
OFFICES HELD IN 2021 OR CURRENT OFFICES AT DECEMBER 31, 2021

Director of:— CAPGEMINI SE* (since May 20, 2020)
OTHER OFFICES HELD DURING THE LAST FIVE YEARS (OFFICES EXPIRED)

N/A* Listed company.

CAPGEMINI

55

2.

CORPORATE GOVERNANCE
Company management and administration

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.

2.

Date of birth:

May 27, 1956
Nationality:

BritishBusiness address:

Capgemini UK,
No.1 Forge End, Woking– Surrey, GU21 6DB,
United Kingdom

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

First appointment:

2016
Expiry of term of office:2024 (Ordinary
Shareholders’ Meeting
held to approvethe 2023 financial
statements)
Number of shares heldat December 31, 2021:

0

Principal office:Project Management, cloud infrastructure services, with Capgemini UK.
OFFICES HELD IN 2021 OR CURRENT OFFICES AT DECEMBER 31, 2021

Director of:— CAPGEMINI SE* (since September 2016)
OTHER OFFICES HELD DURING THE LAST FIVE YEARS (OFFICES EXPIRED)

N/A* Listed company.

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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.

Date of birth:

June 15, 1973
Nationality:

SpanishBusiness address:

Capgemini SE,
11, rue de Tilsitt,
75017 ParisFirst appointment:

2020
Expiry of term of office:2024 (Ordinary
Shareholders’ Meeting
held to approvethe 2023 financial
statements)
Number of shares heldat December 31, 2021:

1,000

She started her career in 1995 at The Walt Disney Company as Communications Manager for Spain andPortugal and later became a Senior Analyst in the European Marketing and Sales Strategy Department. From2000 to 2008, as a consultant at Bain & Company, she worked on strategic review, performance improvement
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.
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.
She joined the Board of Directors of Capgemini SE on May 20, 2020 and was appointed a member of theCompensation Committee on the same date.
Ms. Belen Moscoso del Prado Lopez-Doriga is a Spanish citizen. She has acquired solid experience in thefield of innovation and transformation applied to Digital and Date strategy over the course of her careerin international corporations.
Principal office:Ms. Belen Moscoso del Prado Lopez-Doriga is Digital & Innovation Director at Sodexo.
OFFICES HELD IN 2021 OR CURRENT OFFICES AT DECEMBER 31, 2021

Director of:

Chairman of the Board of Directors of:— CAPGEMINI SE* (since May 20, 2020)— FOODChERI (since 2018)

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

Director of:Member of the Consultative Advisory Board of:— ADVEO INTERNATIONAL(until October 2019)— WYND (until February 2021)* Listed company.

CAPGEMINI

57

2.

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Company management and administration

XAVIER MUSCA
Independent Director
Chairman of the Audit & Risk Committee
Member of the Strategy & CSR Committee (since May 20, 2021)
BIOGRAPHY – PROFESSIONAL EXPERIENCE

2.

Date of birth:

February 23, 1960
Nationality:

FrenchBusiness address:

Crédit Agricole S.A.
12, place des États-Unis92120 Montrouge
First appointment:

2014
Expiry of term of office:2022 (Ordinary
Shareholders’ Meeting
held to approve the2021 financial
statements)
Number of shares heldat December 31, 2021:

1,000

A graduate of Institut d’Etudes Politiques in Paris and École Nationale d’Administration, Mr. Xavier Muscabegan 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 and was 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 thestart of the financial crisis. He was the French negotiator at IMF and World Bank meetings and coordinatedthe 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.
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.
Xavier Musca is a Knight (2009) and Officer (2022) of the Legion of Honor and of the National Order of Meritand the Order of Agricultural Merit.
Mr. Xavier Musca joined the Board of Directors of Capgemini SE on May 7, 2014. He has been a member ofthe Audit & Risk Committee (formerly the Audit Committee) since this date and was appointed Chairman
on December 7, 2016. He has been a member of the Ethics & Governance Committee since May 20, 2021.
Mr. Xavier Musca brings to the Board of Directors his management experience with a major internationalgroup and his financial expertise. He has in-depth knowledge of the financial sector, including both retailand 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 2021 OR CURRENT OFFICES AT DECEMBER 31, 2021

Director of:

Director – Vice‑Chairman of:— CAPGEMINI SE* (since May 2014)— PREDICA (since November 2012)— CA ITALIA (since 2015)

Offices held in Crédit Agricole Group:

Deputy Chief Executive Officer (since July 2012)and effective second Executive Director (since
May 2015) of:— CRÉDIT AGRICOLE S.A.* (Member of theManagement Committee – Member of the
Executive Committee)

Director of:— CA ASSURANCES (since November 2012)— CARIPARMA (ITALY) (since October 2016)
Permanent Representation of Crédit Agricole S.A. on
the Board of Directors of:— PACIFICA (since October 2012)

Director of:— AMUNDI S.A.* (since July 2012)
Chairman of the Board of Directors of:— CA CONSUMER FINANCE (since July 2015)
OTHER OFFICES HELD DURING THE LAST FIVE YEARS (OFFICES EXPIRED)
Offices held in Crédit Agricole Group:

Chairman of the Board of Directors of:

Director of:— CACI (until 2017)— AMUNDI S.A.* (until May 2021)* Listed company.

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FREDERIC OUDÉAIndependent Director
Lead Independent Director, Vice-Chairman and Chairman of the Ethics & Governance Committee(since May 20, 2021)
BIOGRAPHY – PROFESSIONAL EXPERIENCE

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

Date of birth:

July 3, 1963
Nationality:

FrenchBusiness address:

Tours Société Générale,
75886 Paris Cedex 18
First appointment:

2018
Expiry of term of office:2022 (Ordinary
Shareholders’ Meeting
held to approve the 2021
financial statements)
Number of shares heldat December 31, 2021:

1,000

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 Officeof the Minister of Budget and Communication). In 1995, he joined Société Générale and in 1996 he wasappointed Deputy Head then Head of the bank’s Corporate Banking arm in London. In 1998, he became
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”).
Mr. Frédéric Oudéa has been a member of the Board of Directors of École Polytechnique since February 15,
2022.
Mr. Frédéric Oudéa is a Knight of the Legion of Honor and the National Order of Merit.
Mr. Frédéric Oudéa joined the Board of Directors of Capgemini SE on May 23, 2018 and was appointed amember of the Ethics & Governance Committee on the same date. He is Lead Independent Director, ViceChairman and Chairman of the Ethics & Governance Committee since May 20, 2021.
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.
OFFICES HELD IN 2021 OR CURRENT OFFICES AT DECEMBER 31, 2021

Director of:

Chief Executive Officer of:— CAPGEMINI SE* (since May 2018)— SOCIÉTÉ GÉNÉRALE* (since May 2015)

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

N/A* Listed company.

CAPGEMINI

59

2.

CORPORATE GOVERNANCE
Company management and administration

PATRICK POUYANNÉ
Independent Director
Member of the Strategy & CSR Committee
Member of the Ethics & Governance Committee (since May 20, 2021)
BIOGRAPHY – PROFESSIONAL EXPERIENCE

2.

Date of birth:

June 24, 1963
Nationality:

FrenchBusiness address:

TotalEnergies
2, place Jean Millier
92400 Courbevoie
First appointment:

2017
Expiry of term of office:2025 (Ordinary
Shareholders’ Meeting
held to approvethe 2024 financial
statements)
Number of shares heldat December 31, 2021:

1,000

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 – Edouard Balladur – in the fields of the Environment andIndustry 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 theGroup’s Management Committee in May 2006. In March 2011, Mr. Patrick Pouyanné was appointed VicePresident, Chemicals, and Vice-President, Petrochemicals. In January 2012, he became President, Refining& Chemicals and a member of the Group’s Executive Committee.
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.
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. He has also been a member of the Ethics & Governance Committee
since May 20, 2021.
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:Mr. Patrick Pouyanné has been Chairman and Chief Executive Officer of TotalEnergies SE (formerly TOTAL SE)
since December 2015. He has been a director of TotalEnergies SE since May 2015 and is Chairman of theStrategy & CSR Committee.
OFFICES HELD IN 2021 OR CURRENT OFFICES AT DECEMBER 31, 2021

Director of:

Chairman and Chief Executive Officer of:— CAPGEMINI SE* (since May 2017)— TotalEnergies SE* (since December 2015)

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

N/A* Listed company.

60

2021 UNIVERSAL REGISTRATION DOCUMENT

CORPORATE GOVERNANCE
Company management and administrationTANJA RUECKERT
Independent Director (since May 20, 2021)
Member of the Strategy & CSR Committee
BIOGRAPHY – PROFESSIONAL EXPERIENCE

Ms. Tanja Rueckert has more than 20 years of experience as an executive in the software industry. During
her career, she has worked in Germany and the Silicon Valley in the United States and headed up teams
across the globe.

Date of birth:

December 27, 1969
Nationality:

GermanBusiness address:

Robert Bosch GmbH
Robert-Bosch – Platz 1
70839 GerlingenSchillerhoehe
GermanyFirst appointment:

2021
Expiry of term of office:2025 (Ordinary
Shareholders’ Meeting
held to approvethe 2024 financial
statements)
Number of shares heldat December 31, 2021:

1,275(1)

Ms. Tanja Rueckert, a German citizen, graduated from the University of Regensburg (Germany) with a PhD
in Chemistry. She has spent the majority of her career in the digital sector working with the SAP Group.
Following her roles as Executive Vice President and Chief Operating Officer for Products & Innovation withSAP SE, in 2015, she became President of IoT & Digital Supply Chain at SAP SE.
Ms. Tanja Rueckert was Chairman of the Board of Management of Bosch Building Technologies from
August 2018 to May 2021 and has been Chief Digital Officer of the Bosch Group since July 1, 2021.
Ms. Tanja Rueckert also acts as an advisor for Bosch Climate Solutions, especially in the areas of sustainableenergy, services and software, as well as for the Bosch start-up Security & Safety Systems (AZENA). In
addition, she is a member of the Steering Committee of “Plattform Lernende Systeme”, Germany’s platform
for artificial intelligence and a member of Muenchner Kreis.
Ms. Tanja Rueckert has been a director of Bosch Rexroth since 2019 and of BSH Hausgeraete GmbH since2021 and was also a director of SPIE from September 2017 to November 2021.
She joined the Board of Directors of Capgemini SE on May 20, 2021 and was appointed a member of theStrategy & CSR Committee on the same date.
She brings to the Board of Directors her solid experience in the software sector as an executive leadingbusiness units of international groups and her expertise in several fields including the Internet of Things(IoT), artificial intelligence and digital transformation.
Principal office:

Ms. Tanja Rueckert is Chief Digital Officer of the Bosch Group.
OFFICES HELD IN 2021 OR CURRENT OFFICES AT DECEMBER 31, 2021

Director of:Member of the Steering Committee of:

—
—
—
—

— THE PLATTFORM LERNENDE SYSTEME(since 2018)

CAPGEMINI SE* (since May 2021)
SPIE* (until November 2021)
BOSCH REXROTH (since 2019)
BSH HAUSGERAETE GmbH (since 2021)

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

President of the Board of Management of:

Director of:— BOSCH BUILDING TECHNOLOGIES (Germany)(until May 2021)— LSG (until 2020)— CARGO SOUS TERRAIN (until 2018)— MÜNCHNER KREIS (until 2019)

Chairman of:— IoT & Digital Supply Chain Business Unit of
SAP SE* (until 2018)

Chair of the digitalization Committee of:— ZIA (until 2018)

Vice‑Chair of:— INDUSTRIAL INTERNET CONSORTIUM(until 2018)* Listed company.

(1)

Ms.Tanja Rueckert owned 275 Capgemini SE shares before her appointment as director by the Shareholders’ Meeting of May 20, 2021.

CAPGEMINI

61

2.

CORPORATE GOVERNANCE
Company management and administration

KURT SIEVERS
Independent Director (since May 20, 2021)
Member of the Strategy & CSR Committee
Member of the Compensation Committee
BIOGRAPHY – PROFESSIONAL EXPERIENCE

Mr. Kurt Sievers, a German citizen, graduated with a Master of Science degree in physics and information
technology from Augsburg University (Germany).

2.

Date of birth:

April 9, 1969
Nationality:

GermanMr. Kurt Sievers is President and Chief Executive Officer of NXP Semiconductors N.V. since May 2020.
He joined NXP in 1995, and rapidly moved through a series of Marketing & Sales, Product Definition &Development, Strategy and general management leadership positions across a broad number of market
segments. He has been a member of the Executive Management team since 2009, where he has been
instrumental in the definition and implementation of the NXP high-performance mixed signal strategy. Mr.
Sievers was influential in the merger of NXP and Freescale Semiconductor, which created one of the leading
semiconductor companies and a leader in automotive semiconductors.

Business address:

Mr. Kurt Sievers serves on the Board of the German National Electrical and Electronics Industry Association
NXP Semiconductors N.V.
(ZVEI) and chairs the European Semiconductor Industry Association since December 2021. He also serves
high Tech Campus,
as a Board member of PENTA and AENEAS, European clusters for application and technology research and5656 AG, Eindhoven,nano-electronics. He serves as a member of the Asia-Pacific-Committee of German Business (APA) and as
Netherlandsa member of the Board at the German Asia-Pacific Business Association (OAV), acting as the spokesperson
First appointment:
for the Republic of Korea.
2021
He joined the Board of Directors of Capgemini SE on May 20, 2021 and was appointed a member of the
Expiry of term of office:Strategy & CSR Committee and the Compensation Committee on the same date.
2025 (Ordinary
He brings to the Board of Directors his management experience in a leading international group in the
Shareholders’ Meeting
semiconductor sector, at the heart of the Intelligent Industry’s development and his expertise in theheld to approveautomotive sector, technology and artificial intelligence, and his knowledge of North America and Americanthe 2024 financial
Corporate Governance.
statements)
Number of shares heldat December 31, 2021:

Principal office:Mr. Kurt Sievers is Chairman & Chief Executive Officer and Executive Director of NXP Semiconductors N.V.

1,000
OFFICES HELD IN 2021 OR CURRENT OFFICES AT DECEMBER 31, 2021

Director of:Member of:— CAPGEMINI SE* (since May 20, 2021)— THE BOARD OF THE GERMAN NATIONAL
ELECTRICAL AND ELECTRONICS INDUSTRYASSOCIATION (ZVEI) (since 2012)— THE BOARD OF AENEAS, INDUSTRYASSOCIATION (since 2012)— THE Asia-Pacific-Committee OF GERMAN
BUSINESS (APA) (since 2018)— THE BOARD OF THE GERMAN Asia-Pacific
BUSINESS ASSOCIATION (OAV) (since 2018)

Chairman and Chief Executive Officer of:— NXP SEMICONDUCTORS N.V.* (Netherlands)(since May 27, 2020)
Chair of the Advisory Board of:— SALON INTERNATIONAL ELECTRONICA(since June 2021)

Chairman of:— ESIA (European Semiconductor Industry
Association) (since December 2021)
OTHER OFFICES HELD DURING THE LAST FIVE YEARS (OFFICES EXPIRED)

Chief Executive Officer of:— NXP Semiconductors Germany GmbH(until May 2020)* Listed company.

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Company management and administration

LUCIA SINAPI-THOMAS
Director representing employee shareholders
Member of the Compensation Committee
BIOGRAPHY – PROFESSIONAL EXPERIENCE

Date of birth:January 19, 1964
Nationality:

FrenchBusiness address:

Capgemini Service
76, avenue Kléber
75016 ParisFirst appointment:

2012
Expiry of term of office:2024 (Ordinary
Shareholders’ Meeting
held to approvethe 2023 financial
statements)
Number of shares heldat December 31, 2021:

28,727

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 hercareer 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 memberof the Group Review Board. She was Deputy Chief Financial Officer from 2013 until December 31, 2015 andwas appointed Executive Director Business Platforms of Capgemini group in January 2016. Ms. Lucia SinapiThomas has been Executive Director of Capgemini Ventures since January 1, 2019.
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 theSelection & 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 theCapgemini 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 Executive Director of Capgemini Ventures.
OFFICES HELD IN 2021 OR CURRENT OFFICES AT DECEMBER 31, 2021

Director of:Member of the Supervisory Board of:— Capgemini SE* (since May 2012)— BUREAU VERITAS* (since May 2013)— DASSAULT AVIATION* (since May 2014)— FCPE ESOP CAPGEMINI

Other offices held in Capgemini group:

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

Director of:— AZQORE (Switzerland) (since November 2018)— SOGETI SVERIGE AB (Sweden) (until June 2021)— FIFTY FIVE GENESIS PROJECT INC. (USA) (until
October 2021)

Chairman of the Supervisory Board of:— FCPE Capgemini
OTHER OFFICES HELD DURING THE LAST FIVE YEARS (OFFICES EXPIRED)
Offices held in Capgemini group:

Chairman of:— CAPGEMINI EMPLOYEES WORLDWIDE S.A.S.
(until June 2019)— PROSODIE S.A.S. (until November 2018)
Chief Executive Officer of:— SOGETI FRANCE S.A.S. (until July 2018)— CAPGEMINI OUTSOURCING SERVICES S.A.S.
(until January 2018)

Director of:— CAPGEMINI BUSINESS SERVICESGUATEMALA 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)

Executive Director of:— Business Platforms, Capgemini (until June 2018)* Listed company.

CAPGEMINI

63

2.

CORPORATE GOVERNANCE
Company management and administration

2.1.5

Group Management

2.

Since May 20, 2020, the general management of Capgemini SE has
been assumed by Mr. Aiman Ezzat.
Group Management is assisted by two bodies comprising the Group’s
key operating and functional managers: the Group Executive Boardand 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 in
the course of drafting or negotiation, multi-national or
multi-business framework agreements entered into withclients or suppliers and major contracts involving guarantees
given by the Group;64— the Merger & Acquisitions Committee, also chaired by the
Chief Executive Officer, which examines acquisition anddivestment 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 toprojects requiring investment, including those involving realestate 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.

2021 UNIVERSAL REGISTRATION DOCUMENT

CORPORATE GOVERNANCE
Company management and administration

AIMAN EZZAT
Director
Chief Executive Officer
Member of the Strategy & CSR Committee
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 Electronique de Lyon in France and an MBA from the Anderson School ofManagement at UCLA.
Date of birth:

May 22, 1961
Nationality:

FrenchBusiness address:

Capgemini SE
11, rue de Tilsitt
75017 Paris
Number of shares heldat December 31, 2021:

81,269Mr. 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. He is also a
director of Air Liquide since May 4, 2021. In September 2021, he was named the “Best European CEO” for thetechnology and software category in Institutional Investor’s “2021 All Europe Executive Team” annual ranking.
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 Institutional Investor’s“2017 All European Executive Team” annual ranking.
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 ofStrategy 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.
In 2006, he was part of the acquisition and integration team for Kanbay, a global IT services firm focusedon the Financial Services industry.
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 sector.
Mr. Aiman Ezzat held various positions during 10 years with Gemini Consulting (Gemini Consulting was theformer brand of the strategic and transformation consulting arm of the Capgemini group, renamed Capgemini
Consulting and then Invent), where he was notably Global Head of the Oil & Gas and Chemicals practice.
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 offraud, been involved in any bankruptcy, receivership, or liquidationor company placed in administration, been subject to any form ofofficial 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;

CAPGEMINI— potential conflicts of interest among general management
members between their duties to the Company and theirprivate interests and/or any other duties;— arrangements or agreements with a shareholder, customer,
supplier, or other party pursuant to which a generalmanagement member was selected;— restrictions on the sale by general management membersof their investment in the share capital of Capgemini (otherthan 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.

65

2.

CORPORATE GOVERNANCE
Company management and administration

Group Executive Board
The role of the Group Executive Board (GEB) is to facilitate theconduct 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:

2.

Aiman EZZAT

Chief Executive Officer

Fernando ALVAREZ

Director of Strategy & Development and 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 GRÉVERIE

Director of Portfolio, cloud infrastructure services, Business Services, Insights & Data and Digital Customer
Experience

Anne LEBEL

Chief Human Resources Officer

William ROZÉ

Director of Capgemini Engineering

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

66

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CORPORATE GOVERNANCE
Company management and administration

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:
Group
Management

Aiman EZZAT

Chief Executive Officer

Fernando ALVAREZ

Director of Strategy & Development and 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

William ROZÉ

Director of Capgemini Engineering

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

André CICHOWLAS

Delivery Director

Jean COUMAROSTransformation 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

Maria PERNASGroup General Counsel, Commercial and Contract Management

Olivier PFEIL

Business Services Director

Olaf PIETSChNER

Asia-Pacific Director

Virginie RÉGISMarketing & Communications Director

Rosemary STARK

Strategic Accounts Director

Jeroen VERSTEEG

Global Sales Director

Ashwin YARDI

India Director

CAPGEMINI

2.

Group
Executive
Board

Executive
Committee

67

CORPORATE GOVERNANCE
Company management and administration

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 Groupremains attractive and guaranteeing its long-term success.

2.

As part of its CSR strategy and to accompany these changes, theGroup 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 January 1, 2022, the international representation on
the Group Executive Committee is at 45% or 13 membersout of 29 members,
with regard to female representation, this has led to asteady increase since 2016 in the percentage of womenin this management body, rising successively from below
10% in 2016 to 24% in 2018, 26.9% in 2019 and 27.6% in2020 post Altran integration and in 2021. The mid-term
objective is to reach at least 30% by 2025 and longer
term 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 theGroup’s key managers. In 2018, 14% of Group executive
leader positions were held by women. The percentage at theend of 2019 went up to 17% and up again to 20.3% at theend of 2020 against a target of 20%. The target for 2021 was
to increase this percentage to 22%. The percentage achievedat the end of 2021 was 22.4% and hereafter the objective
is to reach a percentage of 30% by 2025, representing an
ambitious increase of 2 pts per annum over the period, in
an industry where the workforce is primarily made-up ofengineers.

68

These objectives will be combined with the strengthening of theGroup’s internal policies to ensure the implementation of regularand fair practices supporting this strategic direction, enabling
diversified and non-discriminatory global representation at alllevels of the organization. A specific focus is placed on genderequality, with a long-term objective of progressively aligning thepercentage of female senior executives with the overall percentageof 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 thepercentage of women in management positions, is presented in
Chapter 4 of the 2021 Universal Registration Document.
As part of various duties, the Capgemini SE Board of Directors
monitors the implementation by Group Management of thispolicy 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 Reporton non-financial performance.
Finally, the Board of Directors has set Executive Corporate Officers
objectives to increase female representation in the Group in thevariable part of their annual compensation and, since 2018, theBoard 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 VicePresident.
(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 applicableto performance shares granted in 2021 in the Note 12 to the financial
statements).

2021 UNIVERSAL REGISTRATION DOCUMENT

CORPORATE GOVERNANCE
Company management and administration

2.1.6

Transactions carried out in the Company’s shares

Transactions carried out in 2021 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:

Transaction

Paul Hermelin
Chairman of the Board of
Directors

Transaction
date

Averageprice(in euros)

Reportreference

Vesting of 26,040 performance shares(Plan dated 10/03/2018)

October 3, 2021

0.00

2021 DD783656

Sale of 20,000 shares

November 2, 2021

205.672021 DD796961

Vesting of 15,345 performance shares(Plan dated 10/03/2018)

October 3, 2021

0.00

2021 DD783749

Subscription of 306.0725 FCPE “ESOP
Capgemini” units (2021 employee shareownership plan)

December 16, 2021

163.362021 DD813210

Vesting of 7,440 performance shares(Plan dated 10/03/2018)

October 3, 2021

0.00

2021 DD773646

Subscription of 73.4574 FCPE “ESOP
Capgemini” units (2021 employee shareownership plan)

December 16, 2021

163.362021 DD813202

Subscription of 9.7943 FCPE “ESOP
Capgemini” units (2021 employee shareownership plan)

December 16, 2021

163.362021 DD813405

Purchase of 100 shares

October 4, 2021

178.632021 DD813405

Sale of 100 shares

October 29, 2021

199.302021 DD813405

Kevin Masters
Director representing
employees

Subscription of 8.3613 FCPE “ESOP
Capgemini” units (2021 employee shareownership plan)

December 16, 2021

163.362021 DD813162

Tanja Rueckert
Director

Purchase of 1,000 shares

October 5, 2021

175.752021 DD773637

Kurt Sievers
Director

Purchase of 1,000 shares

October 8, 2021

177.022021 DD793971

Lucia Sinapi
Director

Vesting of 1,860 performance shares(Plan dated 10/03/2018)

October 3, 2021

0.00

2021 DD793888

Subscription of 82.6396 FCPE “ESOP
Capgemini” units (2021 employee shareownership plan)

December 16, 2021

163.362021 DD813422

Aiman Ezzat
Chief Executive Officer

Carole FerrandChief Financial Officer

Hervé Jeannin
Director representing
employees

CAPGEMINI

69

2.

CORPORATE GOVERNANCE
Organization and activities of the Board of Directors

2.2

Organization and activities of the Board of
Directors

2.2.1

Organization of the Board of Directors

2.

The Board of Directors is a collegiate body that collectively represents
all shareholders and is required to act in all circumstances in theinterests of the Company. It seeks to promote long-term value
creation by the Company by taking into consideration the socialand 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 andoversee 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
or organizes the performance of controls and verifications it
considers appropriate and confirms in particular the existence andefficiency of internal control, internal audit and risk management
systems. It ensures the diversity of its composition and that of the
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, theBoard pays particular attention to the management of the Group’s
324,700 employees and thousands of managers across the globe.
The work of the Board of Directors and its Specialized committees in
2021 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.

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

70

For many years, the Capgemini SE Board of Directors has applied
best governance practices now aligned with the recommendationsof the AFEP-MEDEF Code and strives constantly to improve its
governance. Accordingly, the Board has:— prepared, adopted, applied and amended where useful ornecessary the Board of Directors’ Charter, particularly as
part of a constant drive to improve the governance of theCompany (see below);— set up four specialized board committees – the Audit &Risk Committee, the Compensation Committee, the Ethics& Governance Committee, and finally the Strategy & CSR
Committee – and given each a clearly defined role (seeSection 2.2.4);— created the role of Lead Independent Director in May 2014,
with specific prerogatives and duties to contribute to thebalanced 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 (see2.1.2 above);— adopted a system for allocating directors’ compensation,
whereby the majority of such compensation is indexed
to attendance at Board and Committee meetings (seeSection 2.3.1);— periodically reviewed the personal situation of eachdirector 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 performedby the Lead Independent Director or three-yearly, throughthe assessment conducted by an external consultant under
the responsibility of the Lead Independent Director (seeSection 2.2.3);2021 UNIVERSAL REGISTRATION DOCUMENT

CORPORATE GOVERNANCE
Organization and activities of the Board of Directors— assessed since 2015 the effective contribution of eachdirector to the activities of the Board of Directors, at thetime of the annual Board assessment (see Section 2.2.3).

Compliance with the AFEP-MEDEF CodeCapgemini SE is constantly seeking to improve its governanceand 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 Codefor listed companies of January 2020, the Company considers
that its practices comply fully with the recommendations of
the AFEP-MEDEF Code.
AFEP/MEDEF
recommendations
disregarded

Capgemini practices/
explanations

None

N/A

Board Charters
The Charters of the Board of Directors and the specializedboard committees are available on the Company’s website:www.capgemini.com.
The Board Charter defines the operation and organization of theBoard of Directors and supplements the prevailing provisions of thelaw 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 newCharter was debated and adopted by the Board of Directors.
The Charter has since been amended several times in line withchanges in legal and regulatory provisions and changes specificto the Company and as part of the constant drive to improvegovernance, with the dual aim of facilitating the collective workingof the Board of Directors and satisfying the Corporate Governanceexpectations of shareholders and their representatives.
In 2020, the Board of Directors’ Charter was amended in thecontext of the separation of the duties of Chairman of the Boardof Directors and Chief Executive Officer. The amendments focused
mainly on the definition of the duties of the Chairman of the Boardof Directors and the allocation of roles between the Chairmanof the Board of Directors and the Lead Independent Director.
The Board of Directors 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 towhich the Company adheres.
In 2021, following the modification of the Company’s bylaws
regarding the participation of Directors at Board of Directors’
meetings using video conferencing or telecommunications facilities,
the Board of Directors decided to retain in the Board of Directors’Charter the restrictions previously detailed in Article 12, paragraph
2 of the Bylaws, with the exception of the restriction relating to
the compensation of the Chairman or Chief Executive Officer
which was removed. In addition, the Board decided to modify
the Charter to state that the working language of meetings will
be English or French.

CAPGEMINI

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 andthe 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 theinterests of the Company, by taking into consideration the socialand environmental issues associated with its activities.
The role of the four specialized board committees is to study anddocument 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 nocircumstances 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 fourCommittees – 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 andleads its work. he sets the agenda of meetings, communicates to
Directors all information necessary to carry out their duties andoversees the proper operation of the Company’s bodies, the correct
implementation of Board decisions and compliance with the rulesof good conduct adopted by Capgemini. He chairs Shareholders’Meetings to which he reports on the organization, activities anddecisions of the Board (see Section 2.1.2 for a detailed descriptionof 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 phaseterminating at the end of the 2022 Shareholders’ Meeting).
In the absence of the Chairman, the Vice-Chairman chairs meetingsof the Board of Directors and Shareholders’ Meetings.
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 areseparated, 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 arepresented 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 therestrictions presented in Section 2.1.2. He may be assisted in his
duties by one or more Chief Operating Officers.

71

2.

CORPORATE GOVERNANCE
Organization and activities of the Board of Directors

Director ethics

keep 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 intheir appointments or participation in these committees.
If the duties 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.

The Board of Directors’ Charter sets out the main obligations of
the Code of Business Ethics that Capgemini SE Directors undertaketo comply with throughout their term of office.
An extract from the Code of Business Ethics is included in theCharter of the Board of Directors and detailed below:

2.

“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 aconfidential 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:
1. 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 & GovernanceCommittee 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 resignfrom the Board. Directors must inform the Chairman of
the Ethics & Governance Committee of business dealings
between the Company and the companies or entities withwhich they are linked, as well as any offers of appointments
they receive (see 3 below) in order to ensure that they arecompatible with their appointment and the functions they
carry out within the Company.

4. The members of the Board of Directors must attend all
meetings of the Board and all meetings of the Committeesof which they are members, as well as all Shareholders’Meetings. In its annual Universal Registration Document, theCompany publishes Directors’ individual attendance rates atmeetings 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’ssituation and development. To this end, they may ask the
Chairman to communicate on a timely basis all informationthat is essential to allow them to contribute effectively tothe 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 theBoard 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,

2. Each Director undertakes to hold (or to purchase within
six months of his/her election) at least 1,000 shares of theCompany. The shares acquired to fulfill this obligationmust be held in registered form. This obligation does not
apply to directors representing employees and employee
shareholders.
3. The Directors are required to devote the necessary time andattention to their duties. The Directors may not hold morethan four other appointments in French or non-French listedcompanies that are not members of the Capgemini groupand 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 Frenchor non-French listed companies that are not members of
the Capgemini group; they must request the opinion of theBoard before accepting any new appointment in a listedcompany. If the Chairman is not also the Chief Executive
Officer, the Board may issue specific recommendations withregard to his/her status and specific assignments. During
the term of their office at the Company, Directors must72

— carrying out any transactions, whether direct, indirector through derivatives, involving the securities of theCompany:––7.

during a period commencing on the thirtieth calendar
day preceding the public release of mid-year andfull-year results and ending after the close of the
trading day of the said public release,and during a period commencing on the fifteenthcalendar day preceding quarterly announcements
and ending after the close of the trading day of thesaid public release.

In conformity with the Monetary and Financial code andwith 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 threebusiness days following their execution.“

2021 UNIVERSAL REGISTRATION DOCUMENT

CORPORATE GOVERNANCE
Organization and activities of the Board of Directors

The Board seeks to comply with and ensure compliance with allrules 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 thefollowing main objectives:— ensure all Group companies comply with a certain numberof rules of good behavior and primarily that of perfectintegrity 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 (seeSection 2.2.4 below) describes in detail the actions undertaken in
2021 by the Ethics Department and the 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 andcollective) for all the measures contained therein. Implementationby the Group of its Ethics & Compliance programs in 2021 is detailedin Section 4.2.

Director training
The Board of Directors is briefed on changes in markets, thecompetitive environment and the main challenges facing theCompany, 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

2.2.2

sectors, particularly through meetings with the various members ofGroup Management. New Directors are also advised on the specificaspects 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 understandingof 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 arealso invited to the Group “Rencontres” gatherings, a recurring event
bringing together, over several 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 seminarand 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 Groupthrough themed-based presentations and site visits.
Furthermore, the Board organizes a range of specific training
sessions throughout the year to help directors increase theirknowledge of the Group (through presentations of its ecosystem,
challenges, businesses, offerings and certain of its regions) andits competitive environment, as well as recent market disruption
trends and technological developments. In 2021, these sessions
notably focused on artificial intelligence and the Group’s portfolioof sustainable development offerings.
Furthermore, the directors representing employees regularly
receive special external training, enabling them to obtain andperfect the knowledge and techniques necessary to the exerciseof their duties, in accordance with legislative provisions.

Activities of the Board of Directors in 2021

Board of Directors’ meetings
Number of meetings and attendance rate
The Board meets at least six times a year. Meetings are convenedby the Chairman in accordance with a schedule decided by the
Board well in advance. This schedule may be amended during theyear in response to unforeseen circumstances or at the requestof more than one director.
In 2021, the Board met 9 times during the year (including by videoconferencing and conference call), five times during the first-halfand four times during the second-half.

In addition, the Board held two executive sessions chaired by the
Lead Independent Director and attended by all the directors except
for the Chief Executive Officer and the Chairman of the Board of
Directors for matters concerning the latter. These executive sessions
focused mainly on governance issues and the compensation of
Executive Corporate Officers.
The average attendance rate at Board meetings was 100%,
demonstrating the involvement and availability of the directors
throughout the year for issues of particular importance to theGroup. The following table presents individual attendance rates
at meetings of the Board of Directors and the specialized board
committees on which the directors sit.

The Board meeting focusing primarily on the Group’s strategy washeld on June 16 and 17, 2021 in the form of a seminar.

CAPGEMINI

73

2.

CORPORATE GOVERNANCE
Organization and activities of the Board of Directors

Number of meetings of the Board of Directors and its Specialized committees in 2021 and attendance rates

2.

Board ofDirectors

Ethics &GovernanceCommittee

Strategy & CSR
Committee

Audit & Risk
Committee

Compensation
Committee

Total number of meetings

9

6

6

8

6

Average attendance rate

100%

100%

100%

100%

93%

Board of Directors

Ethics &GovernanceCommittee

Strategy & CSR
Committee

Audit & Risk
Committee

Compensation
Committee

Individual director attendance rates

Name

No. ofmeetings

No. of% meetings

No. of% meetings

No. of% meetings

No. of% meetings

Paul hERMELIN

9

100%

-

6

100%

-

-

Aiman EZZAT

6

100%

-

-

3/3

100%

-

-

3/3

100%

-

-

9

100%

-

Daniel BERNARD (1)

3/3

100%

3/3

Anne BOUVEROT (1)

3/3

100%

Xiaoqun CLEVER

9

100%

-

Laurence DORS

9

100%

6

100%

100%

-

8

100%

-

-

8

100%

6

8

100%

Siân HERBERT-JONES

9

100%

-

-

Hervé JEANNIN

9

100%

-

6

Kevin MASTERS

9

100%

-

Belen MOSCOSO del PRADO

100%

%

100%

-

-

-

-

-

6

100%

-

-

5

83%

9

100%

-

Xavier MUSCA (2)

9

100%

3/3

100%

-

8

Frédéric OUDÉA

9

100%

6

100%

-

-

-

Patrick POUYANNÉ (2)

9

100%

3/3

100%

6

-

-

Pierre PRINGUET (1)

3/3

100%

3/3

100%

-

-

3/3

100%

100%

-

100%

Tanja RUECKERT (3)

6/6

100%

-

3/3

100%

-

-

Kurt SIEVERS (4)

6/6

100%

-

3/3

100%

-

3/3

100%

9

100%

-

-

-

5

83%

Lucia SINAPI-ThOMAS
(1)
(2)
(3)
(4)

The terms of office as director of Mr. Bernard, Ms. Bouverot and Mr. Pringuet expired at the Shareholders’ Meeting of May 20, 2021 and were not renewed.
Messrs. Musca and Pouyanné were appointed as members of the Ethics & Governance Committee effective May 20, 2021.
Ms. Tanja Rueckert was appointed a director during the Shareholders’ Meeting of May 20, 2021 and a member of the Strategy & CSR Committee at the same date.
Mr. Kurt Sievers was appointed a director during the Shareholders’ Meeting of May 20, 2021 and a member of the Strategy & CSR Committee and the Compensation
Committee at the same date.

Organization and preparation
The Notice of meeting, sent to Directors two weeks before themeeting date, contains the agenda set after the Chairman of theBoard 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.

74

Documents relating to the Board of Directors as well as theabove-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’ andCommittee meetings, was reviewed and modernized in response towishes expressed by directors, to make it more mobile, accessible
from any location and even more secure.

Activities of the Board in 2021
The agenda of Board of Directors’ meetings is defined not only toprovide directors with an overview of the Group’s position, but alsowith regard to Group governance principles, which, pursuant toprevailing texts and to the Board of Directors’ Charter, presupposethat Board members will make decisions on specific topics.

2021 UNIVERSAL REGISTRATION DOCUMENT

CORPORATE GOVERNANCE
Organization and activities of the Board of Directors

Group strategy andorganization, ESG

Governance

Finance— Update of the Group’s medium-term
strategic direction— External growth opportunities andmonitoring the integration of Altran— Review of the main changes inmarkets and the competitiveenvironment— Customer First and Intelligent
Industry strategy— Approval of ESG priorities andobjectives— Monitoring of the roll-out of theGroup’s CSR strategy— Changes in the composition of theBoard and its Committees— Preparation of the Shareholders’Meeting— Internal assessment of the Board— Monitoring of dialogue withshareholders and proxy advisors— Methods of operation of the Board— Review of the Executive Corporate
Officer emergency succession process

—
—
—
—

Group Performance

Audit & Risk

— Group performance and activities— Management of the impact of theCovid-19 pandemic— Monitoring the “New Normal”— Monitoring customer satisfaction— 2020 Company financial statements— 2020 consolidated financial
statements and 2021 first-half interim
consolidated financial statements— Risk monitoring (including mapping)— Internal control and Internal audit— Monitoring of the Group’s various
ethics and compliance actions

BudgetGroup Financial Policy
Medium-term financial ambitions
Share buyback program-

2.

Talent management,
diversity and compensation— Monitoring of Group talentmanagement— Diversity policy for management
bodies— Compensation of Executive
Corporate Officers— Performance share and free share
grants— New employee share ownershipplan

In addition, the Board of Directors held two executive sessions in 2021 chaired by the Lead Independent Director and attended by
all the directors except for the Chief Executive Officer and the Chairman of the Board of Directors for matters concerning the latter.

Report on the Lead Independent Director’s activities in 2021
Mr. Frédéric Oudéa was appointed Lead Independent Director and Chairman of the Ethics & Governance Committee at the end of the
Shareholders’ Meeting of May 20, 2021, replacing Mr. Pierre Pringuet who did not seek the renewal of his office as director. Mr. Pierre
Pringuet held this function from May 2017 to May 2021.
The duties of the Lead Independent Director in 2021 were as follows:
Preparation of Board of Directors’
meetings

Involvement in the preparation of Board of Directors’ meetings, particularly as concerns
the different governance issues presented to the Board and consultation by the Chairmanof the Board of Directors on the agendas of all Board meetings.

Assessment of the Board of Directors andits specialized committees

Conduct, at the end of 2021 and the beginning of 2022, of the internal assessment of theBoard and its specialized committees for 2021, based on a questionnaire and individual
meetings with each of the members of the Board (see Section 2.2.3).

Prevention of conflicts of interest/
classification of Independent Directors

Stay informed of business relations between the Company and companies or structureswith which directors are related and of any directorship proposals received by directors,
in order to avoid any potential situations of conflict of interest.
Annual review of director independence criteria.

Composition of the Board of Directors

Conduct, in the context of the Ethics & Governance Committee, of the search process
for candidates upstream of the Shareholders’ Meeting of May 20, 2021 which appointed
two new directors.
Launch of discussions on the composition of the Board and the governance structure
in preparation of the Shareholders’ Meeting of May 19, 2022.

Communication with shareholders

Meetings held jointly with the Chairman of the Board of Directors, with several institutional
investors to present Capgemini’s governance principles and compensation policies aspart of the Company’s dialogue with its shareholders; reporting on these discussions
to the Ethics & Governance Committee, whose members include the Chairman of theCompensation Committee, and to the Board of Directors.

Chair of executive sessions (meetings
held without the presence of the Chief
Executive Officer and the Chairman of
the Board of Directors for mattersconcerning the latter)

Chair of two executive sessions of the Board in 2021 which focused on (i) the assessment
off the performance of Executive Corporate Officers in 2020 and the strategic priorities
to be implemented in the context of setting the variable compensation objectives of
the Executive Corporate Officer, and (ii) governance.

CAPGEMINI

75

CORPORATE GOVERNANCE
Organization and activities of the Board of Directors

In addition, Mr. Pierre Pringuet, as Lead Independent Director, reported to shareholders of the Company on his activities and on theactivities of the Board and its specialized committees in 2020 at the Shareholders’ Meeting of May 20, 2021, in accordance with theBoard of Directors’ Charter.

Financial authorizations
A summary table of current delegations of authority granted by
Shareholders’ Meetings to the Board of Directors to perform share

2.2.3
2.

capital increases and detailing utilizations of these delegations in
2021, is presented in Section 6.1.2 of this Universal Registration
Document.

Assessment of the Board of Directors

2020 internal assessment: conclusions and actions implemented in 2021
An internal assessment of the composition and activities of the Board of Directors and its Specialized committees in 2020 was conductedunder the responsibility of the Lead Independent Director and was presented in detail in the 2020 Universal Registration Document.
Following this assessment, the measures below were implemented in 2021 for the five priorities approved by the Board of Directors:
2021 Priorities

Actions implemented

Strategy— The Board of Directors was informed of and monitored the operational
integration of Altran in the Group (synergies realized, launch of the newCapgemini Engineering brand, new Intelligent Industry offerings, employee
retention and integration, etc.).
— The Group’s medium-term strategic objectives were discussed during theJune 2021 strategic seminar before approval of a medium-term strategic
direction document at the December 1, 2021 meeting.

— Monitoring of the integration of Altran.
— Continued dialogue between the Chief
Executive Officer and the Board to
update the Group’s strategic direction
taking into account the determining
Altran acquisition
Composition of the Board of Directors— Continuation of the 2018-2022
objectives (international diversification,
diversification of profiles, staggered
renewal of terms of office, maintenanceof a measured number of directors
enabling coherence and collective
decision-making).

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 moreinteractive.

— As part of the Board’s work on changes in its composition and in accordancewith the objectives set for the period 2018-2022 (international diversification,
diversification of profiles, staggered renewal of terms of office, maintenanceof a measured number of directors enabling coherence and collective
decision-making), the Board of Directors proposed the appointment of
Ms. Tanja Rueckert and Mr. Kurt Sievers (both German citizens) and the renewalof the term of office of Mr. Patrick Pouyanné at the Shareholders’ Meetingof May 20, 2021. Ms. Anne Bouverot and Messrs. Daniel Bernard and Pierre
Pringuet did not seek the renewal of their terms of office.
— These appointments enabled the Board of Directors to further the international
diversification of its composition, deepen its industry expertise and enrich thediversity of its profiles, while maintaining a measured number of directors andhigh level of independence within the Board.
— Two executive sessions were held in 2021 focusing on governance issues, inaddition to Executive Corporate Officer compensation matters.
— Adjustments were made to the activities of the Board in three main areas:(i) adjustment of the schedule, (ii) working language of the Board and(iii) systematic preparation of explanatory memos on the subjects to be
discussed and use of slides kept to a minimum to allow better interaction
during meetings.

2021 internal assessment: conclusions and priorities
for 2022
The Lead Independent Director’s internal assessment of performancein 2021 focused particularly on the composition of the Board of
Directors, its activities and the individual contribution of directors.
A questionnaire was sent to all directors at the end of 2021. 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 2021 following the 2020
internal assessment.
The Lead Independent Director met individually with each memberof the Board of Directors to discuss the comments raised in thequestionnaire and the effective contribution of each director to
the Board’s activities.

76

During this assessment, the directors expressed their growing
satisfaction with the activities and organization of the Board and its
Committees. These procedures showed that the changes introduced
following the previous internal assessment were considered an
improvement and appreciated by directors. The changes in thecomposition of the Board in 2021, with the arrival of profiles
furthering its international diversification and deepening the diversityof its profiles, were in particular highlighted as positive and to be
maintained in coming years. The Board also appreciated the qualityof dialogue with the Chief Executive Officer on the medium-term
strategic direction and wished to continue this dialogue on thestrategy in 2022. However, a number of observations were madeon improving the coordination of work between the Strategy &CSR Committee and the Board of Directors.
Finally, the Board of Directors underlined the success of the
management hand-over phase launched on May 20, 2020, with theimplementation of a governance structure separating the roles of
Chairman and Chief Executive Officer.

2021 UNIVERSAL REGISTRATION DOCUMENT

CORPORATE GOVERNANCE
Organization and activities of the Board of Directors

Following this assessment, the Board of Directors set the following
priorities for 2022:— Definition and monitoring of strategic objectives
Continued increased involvement of the Board in the definition
and monitoring of strategic priorities and better coordinationof work between the Strategy & CSR Committee and theBoard in this area.

(iii) staggered renewal of terms of office and (iv) maintenanceof a measured number of directors enabling coherence andcollective decision-making. In particular:––

search for profiles primarily satisfying the internationaland expertise diversification objectives,scheduling of the renewal and replacement of directors,
taking into account the staggered renewal of offices,
gender balance and independence.

— Composition of the Board of Directors
Renewal for the period 2022-2026 of the following four
objectives for the composition of the Board: (i) international
diversification, (ii) diversification of profiles and expertise,

2.2.4

8

4

3

Meetings

100%

Attendance

Members

Women

100%

Independence

N.B. All figures are up to date at December 31, 2021.

Composition at December 31, 2021
Members

Attendance rate

Xavier MUSCA (Chairman) (1)100%

Xiaoqun CLEVER (1)100%

Laurence DORS (1)100%

Siân HERBERT-JONES (1)100%

Independent.

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 ofJuly 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, whereapplicable, 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 theaccounting 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.

CAPGEMINI

Continuation of meetings with Group operating managers
during Board meetings or training sessions.

Role and composition of the four specialized board committees

The Audit & Risk Committee(1)— Activities of the Board of Directors

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 thecourse 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, theCommittee must notably review the major risks to which the Groupmay be exposed at least once annually, in particular through areview of the risk mapping prepared and updated by the GroupManagement Risk Committee.
Finally, the Committee is responsible for monitoring the statutory
audit of the annual and half-year consolidated financial statementsof the Group and the annual accounts of the Company, ensuring theindependence 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
At December 31, 2021, the Committee has four Directors, all ofwhom are independent: Mr. Xavier Musca (Chairman), Ms. Xiaoqun
Clever, Ms. Laurence Dors and Ms. Siân Herbert-Jones.
Through their professional careers, Audit & Risk Committee members
have amassed the necessary accounting and financial expertiseto 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 forrisk 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 expertiseand a transversal view of organizations.
The Committee met eight times in 2021, with an average attendance
rate of 100%.

Committee activities in 2021
The Committee reviewed the annual accounts of Capgemini SE andthe consolidated financial statements of the Group for the year
ended December 31, 2020, the condensed interim consolidated
financial statements for the half-year ended June 30, 2021 andthe 2021 budget.

77

2.

CORPORATE GOVERNANCE
Organization and activities of the Board of Directors

With regard to the 2020 consolidated financial statements, theCommittee paid particular attention to the recognition of theacquisition of the Altran Group and to the items contributing to
the purchase price allocation. The Committee also reviewed thevaluation of goodwill in the context of the health crisis, as well aschanges in the income tax expense and deferred taxes assets, theprovision for pensions and other post-employment benefits andthe analysis of other operating income and expenses.

2.

The Statutory auditors reported to the Committee on the quality of
the accounting monitoring of projects and the good control of theaccounts closing process. They noted the successful accelerationof the accounts closing process in Altran to achieve Capgemini
standards.
As part of its risk management oversight activities, the Committee
took due note of the annual risk mapping update based oninterviews conducted with around thirty Group managers as wellas employees treating specific risk issues. This work confirmed
fourteen critical risks for which action plans have been drawn
up, monitored by the risk owners and reviewed by the GroupManagement Risk Committee. The owners of some critical risks(cyber risks; data protection failure; major delivery service failure;
failure to attract, develop and retain and/or loss of key talents/
executives) presented a report to the Audit & Risk Committee on
the management of these risks. The Group Chief Risk Officer was
also questioned on the consistency of the different risk mappings(Group Mapping, non-financial performance statement, Sapin 2).
The Audit & Risk Committee also interviewed:— the Internal Audit Director, questioning him on working
methods, planning, areas of intervention, resources, theconclusions of audits carried out during the year and thefollow-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;
and risk prevention In the event of a major IT system outage;— 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 majorcommercial proposals;— the Manager in charge of implementing the European
Taxonomy regulation, whose was questioned on theapproach adopted and the preliminary results of the study
conducted.
The Committee reviewed the draft non-financial performancestatement and met with representatives of the independent third
party responsible for issuing a report on this statement.
The Committee was also consulted on updating the Group’s financial
policy and the link between the different pillars according to thepotential acquisition scenarios.
The Committee met with the Statutory auditors during a meeting
focusing on the audit approach, key audit matters, the audit scope,
its planning, materiality thresholds and the internal control review.
Finally, the Committee took note of the non-audit services approved
during the fiscal year and performed by the external auditors.

The Compensation Committee

6

5

3

Meetings

93%

Attendance

Members

Women

100%(1)

Independence

N.B. All figures are up to date at December 31, 2021.
(1) The Directors representing employees and employee shareholders are nottaken into account in calculating the independence rate, in accordance with theprovisions of the AFEP-MEDEF Code.

Composition at December 31, 2021
Members

Attendance rate

Laurence DORS (Chairman) (1)100%

Kevin MASTERS

100%

Belen MOSCOSO del PRADO (1)83%

Kurt SIEVERS (1)(2)100%

Lucia SINAPI-ThOMAS

83%

(1)
(2)

Independent.
Mr. Kurt Sievers joined the Compensation Committee following his appointmentby the Shareholders’ Meeting of May 20, 2021.

Committee duties
On October 8, 2014, the Selection & Compensation Committeechanged 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 andqualitative), enabling an assessment of performance and thecalculation of the variable compensation component(s). The
Committee reviews the information presented to shareholders forthe vote on Executive Corporate Officer compensation (so-called“Say on Pay”) and is consulted on financial terms and conditions in theevent 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 managementof 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 ofbeing implemented in all (or certain) Capgemini group companies.

78

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CORPORATE GOVERNANCE
Organization and activities of the Board of Directors

Composition and participation

The Ethics & Governance Committee

At December 31, 2021, this Committee has five Directors, all of whom
are independent with the exception of the directors representing
employees and employee shareholders (who are not taken into
account in calculating the independence rate, in accordance with
the AFEP-MEDEF Code):
Ms. Laurence Dors (Chairman), Mr. Kevin Masters (director
representing employees), Ms. Belen Moscoso del Prado, Mr.
Kurt Sievers and Ms. Lucia Sinapi-Thomas (director representing
employee shareholders).

6

4

1

Meetings

100%

Attendance

Members

Women

100%

Independence

N.B. All figures are up to date at December 31, 2021.

Composition at December 31, 2021

Mr. Pierre Pringuet was a member of the Committee until May 20,
2021. he attended all Committee meetings during the period
January 1 to May 20, 2021.

Members

Frédéric OUDÉA (Chairman) (1)(2)100%This Committee met six times in 2021, with an average attendance
rate of 93%.

Laurence DORS (1)100%

Xavier MUSCA (1)(3)100%

Committee activities in 2021

Patrick POUYANNÉ (1)(3)100%

In accordance with the Committee’s remit, it ensured throughout
2021 the consistency of the Group’s senior executive compensation
policy. Its Chairman regularly reported on the Committee’s work andpresented recommendations to the Board of Directors concerning
the following areas:— the consistency of the general compensation policy of theGroup 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 theirobjectives 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 theoreticalvariable portion for the following year,
selecting and setting objectives to be used for thecurrent year as a basis for defining the calculation of theactual variable portions due.

The Committee reviewed the principle and means of granting
shares subject to performance and/or presence conditions andensured the consistency of performance conditions tied to financial
indicators, as well as non-financial indicators in line with theCompany’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. It drafted andcommunicated a list of beneficiaries and the proposed individual
share grants to the Board of Directors for agreement on October 6,
2021, as well as the specific grant to employees of Empired, acquiredat the end of the year (November 2021).
The Committee also monitored the Group employee share ownershipplans and was regularly advised of the potential impact of regulatorychanges on Executive Corporate Officer compensation packages.
Finally, the Committee monitored the diversity policy and objectivesof the Group’s management bodies.

CAPGEMINI

(1)
(2)
(3)

Attendance rate

Independent.
Mr. Frédéric Oudéa was appointed Chairman of the Ethics & GovernanceCommittee in May 2021.
Messrs. Xavier Muscat et Patrick Pouyanné were appointed members of the
Ethics & Governance Committee in May 2021.

Committee duties
Since October 8, 2014, the roles of the Ethics & GovernanceCommittee 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 Groupsenior executive selection and succession plans.
The main remit of this Committee (created in July 2006 by decisionof the Board) is to verify that the Group’s seven core values (Honesty,
Boldness, Trust, Freedom, Team Spirit, Modesty and Fun) arecorrectly applied and adhered to, defended and promoted by theGroup’s corporate officers, senior management and employees inall of its businesses and in all subsidiaries under its control, in all
internal and external communications – including advertising – andin all other acts undertaken in the Group’s name.
It is also tasked more generally with overseeing the application ofbest 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 theattention of the Chairman and 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 theimplementation 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 themeasures 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
activities 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 profiles
and 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.

792.

CORPORATE GOVERNANCE
Organization and activities of the Board of Directors

Composition and participation
At December 31, 2021, the Committee has four Directors, all of whom
are independent: Mr. Frédéric Oudéa (Chairman), Ms. Laurence
Dors, Mr. Xavier Musca and Mr. Patrick Pouyanné.
Mr. Pierre Pringuet was Chairman of the Committee and Mr.
Daniel Bernard was a member until May 20, 2021. They attended all
Committee meetings during the period January 1 to May 20, 2021.

2.

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 six times in 2021, with an average attendance
rate of 100%.

Committee activities in 2021
The activities of the Ethics & Governance Committee focused on
the following issues in 2021:

Governance
The Ethics & Governance Committee:— in preparing the Shareholders’ Meeting of May 20, 2021
recommended the candidacy of Ms.Tanja Rueckert and Mr.
Kurt Sievers to the Board of Directors and the renewal of theterm of office of Mr. Patrick Pouyanné;— proposed the appointment by the Board of Directors, atthe end of the Shareholders’ Meeting of May 20, 2021, of
Mr. Frédéric Oudéa as Chairman of the Ethics & GovernanceCommittee, Lead Independent Director (replacing Mr.
Pierre Pringuet) and Vice-Chairman (replacing Mr. Daniel
Bernard), Messrs. Xavier Musca and Patrick Pouyanné as
members of the Ethics & Governance Committee, Ms. Tanja
Rueckert and Mr. Kurt Sievers as members of the Strategy& CSR Committee, and Mr. Kurt Sievers as a member of theCompensation Committee;— was informed of the implementation of the internal charteron regulated agreements and the classification of ordinary
agreements performed at arm’s length and conducted apreliminary review of the agreement classification procedure
as part of the annual review of classification criteria by the
Board of Directors;— reviewed the 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. In addition, following the governance changes in
2020, the Committee drafted an emergency succession planfor Executive Corporate Officers in March 2021;— monitored the dialogue between the Company and its
shareholders and proxy advisors in preparation of the 2021
Shareholders’ Meeting and prepared the governance issues
presented to the Board and then to the Shareholders’Meeting of May 20, 2021;— was briefed on the meetings held by the Lead Independent
Director and Chairman of the Board with several institutional
investors to present Capgemini’s governance principles;— debated several times the changes in and composition of thespecialized 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 Boardand its Specialized committees performed at the beginningof 2022 in respect of 2021;

80— deliberated the Board of Directors’ diversity policy and its
implementation during 2021;— deliberated the independence of Directors and the absenceof conflicts of interest in preparation of the 2020 Universal
Registration Document;— was informed of the conclusions and observations of thehigh Committee for Corporate Governance (Haut Comité
du Gouvernement d’Entreprise) presented in its 2021 activity
report;— proposed the amendment of the Company’s bylaws andthe Board of Directors’ Charter regarding the participationof Directors at Board meetings using video conferencing or
telecommunications facilities;— 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. 22-10-10 of
the French Commercial Code;— launched discussions on the composition of the Board and on
the most appropriate governance method in preparation of
the Shareholders’ Meeting of May 19, 2022, which is the endof the management hand-over phase.

Ethics & Compliance
The Ethics & Governance Committee interviewed the Ethics andAudit Director and the Ethics Director, who submitted a report to
the Committee presenting:— in the first Section, Ethics activities: guidelines and related
training, awareness-raising and communication initiatives,
alerts reported during 2021 to the SpeakUP ethics helpline,
and the results of the monthly survey on ethical culture
within the Company, completed by over 200,000 employees
in 45 countries in 2021. The report highlighted the significant
training efforts of the Group, with the enrollment of all Group
employees in 2021 in a new e-learning program. The report
also presented progress with the roll-out of Declare, the newtool for managing conflicts of interest within the Group, as
well as the first spontaneous reports in the tool. In addition,
it noted that Capgemini has been recognized as “One of theWorld’s Most Ethical Companies®” for the ninth year in a row
by the American Institute, Ethisphere, confirming the highquality of the Group’s ethical responsibility towards all its
stakeholders;— in the second Section of the report, the Internal Audit
conclusions on the good understanding and application of
the ethical framework defined by the Group;— in addition, the new Group human Rights Policy waspresented to the Ethics & Governance Committee.
In addition, the Ethics & Governance Committee was informedby the Compliance Officer of measures taken in 2021 under theanti-corruption program implemented by the Group in applicationof the so-called Sapin 2 law on transparency, the fight against
corruption and the modernization of the economy. he focused inparticular on actions taken to prepare the integration of Altran
operations in the Group’s systems with regard to the duty of careand the fight against corruption. In particular, the Committee waspresented with the consolidated mapping of corruption risks forthe scope including Altran, the related action plans and the 2022
implementation priorities for the anti-corruption program. The
mapping of the Group’s non-financial risks, identified by consulting
internal and external stakeholders during the first half of 2021,
was also presented to the Committee, together with the resulting
priority risk monitoring system relating to the duty of care.

2021 UNIVERSAL REGISTRATION DOCUMENT

CORPORATE GOVERNANCE
Organization and activities of the Board of Directors

More generally, the Committee identifies and deliberates on any
direction or initiative considered relevant to the Group’s future,provided it does not compromise the smooth running of operations
and guarantees operating and financial stability.

The Strategy & CSR Committee

6

6

1

Meetings

100%

Attendance

Members

Women

60%(1)

Composition and participation

Independence

N.B. All figures are up to date at December 31, 2021.
(1) The Directors representing employees and employee shareholders are nottaken into account in calculating the independence rate, in accordance with theprovisions of the AFEP-MEDEF Code.

Composition at December 31, 2021
Members

Attendance rate

At December 31, 2021, the Committee has six Directors, three ofwhom are independent:
Mr. Paul Hermelin (Chairman), Mr. Aiman Ezzat (Chief Executive
Officer), Mr. Hervé Jeannin (director representing employees),
Mr. Patrick Pouyanné (Independent Director), Ms. Tanja Rueckert(Independent Director) and Mr. Kurt Sievers (Independent Director).
Mr. Daniel Bernard was Chairman of the Committee and Ms. Anne
Bouverot was a member until May 20, 2021. They attended all
Committee meetings during the period January 1 to May 20, 2021.

Paul hERMELIN (Chairman)

100%

Aiman EZZAT

100%

Hervé JEANNIN

100%

Patrick POUYANNÉ (1)100%Committee activities in 2021

Tanja RUECKERT (1)(2)

100%

Kurt SIEVERS (1)(2)

100%

The Committee monitored the Group’s various acquisitions, notably
in Australia, and particularly RXP and Empired, the United States
and Japan.

(1)
(2)

Independent.
Ms Tanja Rueckert and Mr Kurt Sievers were appointed as members of theStrategy & CSR Committee following their appointment by the General Meeting
dated May 20, 2021.

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 theGroup’s Corporate Social Responsibility (CSR) strategy, ensuringconsistency 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 andmaintain its independence to enrich Board discussions;— study the Group’s mid- and long-term strategic focus,
considering the social and environmental issues associatedwith 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 andissue any opinions or recommendations.

CAPGEMINIThe Committee met six times in 2021, with an average attendance
rate of 100%.

The Committee validated the carbon reduction strategy to achievecarbon neutrality, with 2025 and 2030 targets, and the various
CSR objectives (reducing carbon emissions and supporting digital
inclusion) for members of the Executive Committee and the Chief
Executive Officer.
The Committee also considered the preparation of the Board of
Directors’ strategy seminar in June 2021, which largely focused on
the deployment of the strategy, the Corporate Strategic Framework,
the ESG Strategy and Intelligent Industry developments.
The Committee reviewed other major strategic issues such as thesovereign cloud, with a view to the Group’s investment alongside
Orange in Bleu. This company will provide a “Cloud de Confiance”
service to so-called operators of vital importance.
The Committee examined the strategy memorandum preparedby the Chief Executive Officer for the period to 2025, setting out
the Group’s ambitions and prospects in its three playing fields(Customer First, Intelligent Industry, Enterprise Management)
and different geographies, in a period of particularly sustained
growth. It discussed the competitive landscape and the talent war
with the Chief Executive Officer, as well as the scarcity of certain
skills which will be a key issue in the coming years.
True to its interest in Corporate, Social and Environmental (CSR)
topics, the Committee also reviewed the Group’s CSR strategy,
based on three pillars, diversity and inclusion, digital inclusion andenvironmental sustainability.

81

2.

CORPORATE GOVERNANCE
Compensation of corporate officers

2.3

Compensation of corporate officers

2.3.1

Directors’ compensation

2.3.1.1

Directors’ compensation policy

Total compensation cap

2.

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 directorsof 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.
It is proposed to increase this maximum amount at the Shareholders’Meeting to be held on May 19, 2022, to €1,700,000 per year toaccount for the proposed change in the compensation policy of
the Chairman of the Board, for the addition of a new international
Board member and for the review of the Directors’ compensation
policy which is unchanged since 2016.
The Chairman of the Board’s compensation is presently made-up
of a fixed compensation and due to this, he has voluntarily waived
his right to collect his director’s compensation for over a decade.
however, the proposal is to modify the compensation structureof the Chairman of the Board post the May 19, 2022 Shareholders
Meeting ending the management hand-over phase and to award
only a director’s compensation for a significantly lower level thanhis current fixed compensation as authorized in the Say on Pay
policy submitted to the Shareholders Meeting of May 20, 2021.
This change will entail an overall cost reduction going forward
for the Company.

— payment of a fixed annual amount to the Chairman of theBoard of €250,000;— payment of a fixed amount for each attendance at an official
meeting of the Board of €4,400 (from currently €4,000);— the compensation for sitting on the specialized board
committees was set with regard to the specific role of eachCommittee and the ongoing and increase workload requiredof Chairmen, who solely receive a fixed annual payment, set
as follows:
–

–
–
–

— payment of a fixed amount for each attendance at a meetingof one of the four specialized board committees, excluding
the Committee Chairmen of €2,750 (from currently €2,500);— payment of additional compensation per Board or Committee
meeting to take account of the travel time of Directors’
resident outside Europe of €5,500 (from currently €5,000);— payment of an additional amount per Board or Committee
meeting to take account of the travel time of Directors
resident outside France but in Europe (this additional amountis not allocated to Directors representing employees, whose
travel costs are covered by other means) of:––

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 betteraccount of the increasing workload of Committee Chairmen andencourage good attendance at meetings as well as of the travel
time of Directors’ resident outside France. These rules remain
globally unchanged except the addition of a fixed annual amountfor the Chairman of the Board given the proposed change in the
Chairman compensation policy referred to above and set out in
Section 2.3.2.4 below. Besides, in order to improve its attractivity
amongst international Directors, the Board decided to enhance
Directors’ compensation, particularly with regard to compensation
for travel time. Accordingly, Directors’ compensation would beallocated on the following basis:— payment of a fixed annual amount to each director of€16,500 euros (from currently €15,000) with the exception of
the Chairman of the Board;82€50,000 for the Lead Independent Director and Chairmanof the Ethics & Governance Committee (from currently€45,000),€50,000 for the Vice-Chairman of the Board of Directors(from currently €45,000),€38,000 for the Chairman of the Audit & Risk Committee(from currently €35,000),€28,000 for the Chairmen of the Compensation
Committee and the Strategy & CSR Committee (fromcurrently €25,000);€3,000 (from currently €2,000) for attendance at Board
meetings,€2,200 (from currently €2,000) for attendance at
Committee meetings;— compensation amount is calculated in two parts, at the endof the first six months and at the end of the year and is paidin two installments;— under the compensation scale for a given fiscal year, if
circumstances require the Company to hold a greater thanscheduled 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 2021

In application of the above principles, total compensation of€986,500 is due to directors in respect of 2021, representing 82.2%of the maximum amount authorized by the Combined Shareholders’Meeting. After deduction of French and foreign withholding tax,
a net amount of €739,848 was paid in respect of 2021.

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CORPORATE GOVERNANCE
Compensation of corporate officers

It is recalled that Mr. Paul hermelin voluntarily waived his right tocollect the compensation that should have been paid to him as adirector of Capgemini SE in respect of 2021 (as he has done forover a decade) and that Mr. Aiman Ezzat has also waived his rightto collect compensation as a director of Capgemini SE since his
appointment to the Board of Directors and that Mr. Frédéric Oudéa
has also waived his right to collect compensation for his duties as
Vice-Chairman of the Board of Directors since his appointment.

Compensation due in respect of one fiscal year and paid during another fiscal year is detailed below:(in euros)

Daniel BERNARD

Amount granted in
respect of 2020

Amount granted in
respect of 2021

Gross amount paid in
2020

Gross amount paid in
2021

138,000

52,000148,000

112,000

Anne BOUVEROT

75,00025,75084,00054,250

Xiaoqun CLEVER**

85,50079,00094,50084,000Laura DESMOND**

23,250n/a60,750n/aLaurence DORS

123,000

111,000

120,500

120,000

Aiman EZZAT(waiver)(waiver)(waiver)(waiver)

Robert FRETEL*

31,250n/a

63,750n/aSiân HERBERT-JONES

83,00071,00080,50077,500Paul hERMELIN(waiver)(waiver)(waiver)(waiver)

Hervé JEANNIN*

45,50066,00013,00070,000Kevin MASTERS**

75,50066,00080,50067,500

Belen MOSCOSO del PRADO

41,50063,5009,000

65,000

Xavier MUSCAT

98,00093,50098,00092,500Frédéric OUDÉA

75,50084,75078,00071,250Patrick POUYANNÉ

75,50073,50071,50072,500

Pierre PRINGUET

118,000

44,500123,000

99,500n/a43,500n/a

15,000

Tanja RUECKERT**
Kurt SIEVERS**
Lucia SINAPI-ThOMAS
TOTAL
*
**

n/a

49,000n/a

13,00075,50063,50080,50067,5001,164,000

986,500

1,205,500

1,081,500

Compensation of these beneficiaries for their duties as director is paid to their French 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 thedirectors representing either employee shareholders (Ms. Lucia
Sinapi-Thomas) or Group employees (Messrs. Robert Fretel, HervéJeannin 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 2021 or granted in respectof fiscal year 2021 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
From May 20, 2020, the Group governance structure is comprisedof a Chief Executive Officer (Mr. Aiman Ezzat) and a Chairman of
the Board of Directors (Mr. Paul Hermelin).
Accordingly, two compensation policies for executive and nonExecutive Corporate Officers were presented to the May 2021
Shareholders’ Meeting for vote, given the differences in thenature of the offices. Compensation components paid or granted
in respect of 2021 were defined based on the office held and the

CAPGEMINI

policies approved by the Shareholders’ Meeting of May 20, 2021
and break down as follows:— 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 of the Board(non-Executive Corporate Officer), office held by Mr. Paul
Hermelin since the Shareholders’ Meeting of May 20, 2020.

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2.

CORPORATE GOVERNANCE
Compensation of corporate officers

For 2022, given the separation of the duties of Chairman of theBoard (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;2.

— the compensation policy for the Chairman of the Board(non-Executive Corporate Officer), office held by Mr. Paul
Hermelin since the Shareholders’ Meeting of May 20, 2020:––

for a period beginning on January 1, 2022 and endingat the Shareholders’ Meeting of May 19, 2022, date on
which the two-year management hand-over phaseannounced in 2020 will end,
for a period from May 20, 2022, to December 31, 2022.

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 andstructure are determined in accordance with the recommendationsof this Code, whether fixed or variable compensation, the grant ofequity instruments or supplementary pension benefits are in linewith 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 boththe compensation level and structure and calculation methods withmarket practice. The Committee’s recommendations take accountof Executive Management compensation levels and components in
CAC 40 companies as well as observed practice in leading French andforeign 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 aspectsof 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. The Group participates regularly (and again in 2021) incomparative 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 wascommissioned from an international firm to assist with settingcompensation levels in accordance with existing practice within theGroup and current practices on the French market and international
benchmarks. An additional 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.
Another study was also commissioned to assist with setting the84

compensation level of the Chairman of the Board, following theend of the management hand-over phase. The Compensation
Committee also ensures that the respective proportions of fixedand variable components and share are balanced, in line withmarket practices, linked to the Company’s performance andaligned to Group strategy.

Consistency with the Company’s interests andcontribution to the commercial strategy
The Executive Corporate Officer compensation policy is consistent
with the Company’s interests and contributes to the Company’scommercial 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 sustainable growth;— provides for variable and long-term compensation linked inpart to CSR criteria;— aligns the interests of Executive Corporate Officers withthose 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 ofany one-off or potential conflicts of interests and to refrain from
attending deliberations and voting on the related decision (seeSection 2.1.3 on the absence of conflicts of interest).
Furthermore, in accordance with the AFEP-MEDEF Code, theBoard 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 L. 22-10-8 of the French
Commercial Code and represent the Board of Directors’ reporton the Chief Executive Officer compensation policy that will
be presented for approval to shareholders at the Shareholders’Meeting of May 19, 2022.

Compensation structure
The Chief Executive Officer compensation policy seeks a balance
between short-term and long-term performance to ensure thesustainable development of the Company and aims for consistency
between changes in overall compensation and Company performancetrends.

Procedures for setting fixed and variable
compensation
The procedures for setting Executive Corporate Officer compensationin 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 beginningof the year for the year in progress:— Fixed component
Fixed compensation seeks to reward the responsibilities associatedwith 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.

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Compensation of corporate officers

The fixed component is not reviewed annually, but after several
years in accordance with the AFEP-MEDEF Code. however, in theevent of a significant change in the scope of responsibilities ora major difference in positioning compared with the market, areview could be envisaged based on clearly explained reasons. The
fixed compensation is paid in 12 equal monthly installments andrepresents 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 andcalculation method
Taking into account market practice for Executive Corporate
Officers, the Board of Directors has increased the percentage oftheoretical variable compensation if objectives are attained to100% of fixed compensation for Executive Corporate Officers.
This target objective of 100% of fixed compensation applies to
the Chief Executive Officer since 2020.
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 thetheoretical variable compensation based on:–

financial performance indicators for 60%, the Boardof Directors having decided to increase the weightof the financial component to 60% from 2020 so
as to increase the impact of financial performanceindicators on determining the variable compensation.
The calculation structure and weighting are stable overtime and the level of attainment of these indicators isdetermined 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 arealso 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 theweighted performance of financial indicators upwards
or downwards, such that a one-point change in theeconomic performance has a four-point impact on the–calculation of the variable component, under a risk/
reward approach. This component is therefore nil if theweighted performance of financial indicators is lessthan or equal to 75% and can reach twice the theoreticalamount if the weighted performance is greater than orequal to 125%, varying on a straight-line basis between
these two limits.
quantifiable performance indicators for 20%, basedon the attainment of strategic objectives set at the
beginning of the year by the Board of Directors. The
quantifiable objectives achievements can vary between
nil and 200%.
qualitative indicators for 20% of the theoretical variable
compensation, based upon the attainment of individual
qualitative objectives set at the beginning of the year by
the Board of Directors. Purely qualitative objectives arecapped for 2022 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 thetotal variable compensation for the year is based on quantitative
data. Objectives must also be clearly tied to the roll out of theGroup’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 compensationof the Chief Executive Officer may vary between 50% and amaximum of 140% of the theoretical/target fixed plus variableannual compensation. The variable component and the total fixedplus variable compensation are therefore both capped and thevariable component for the year may not represent more thanthe percentage of fixed compensation presented in the summary
table below, prepared according to the respective weightings ofthe quantified and purely qualitative objectives set for the year.
The level of attainment of objectives and the amount of variable
compensation component s are decided, pursuant to therecommendations 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 attainmentof Executive Corporate Officer objectives. A Committee meeting
was held at the end of 2021 and another in early 2022 to assess
this performance before the Board of Directors’ meeting which
decides the level of attainment by Executive Corporate Officer of
its objectives. Objective attainment percentages are communicatedannually 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 andvariable compensation for the Chief Executive Officer
Chief Executive Officer (since theShareholders’ Meeting of May 20, 2020)
Theoretical compensation structure, base 100

TargetMin

Max

Gross fixed compensation

50

50

50

Annual variable compensation – financial objectives

30

0

60

Annual variable compensation – quantifiable objectives

10

0

20

Annual variable compensation – qualitative objectives

10

0

10

Multi-year variable compensation

0

0

0

100

50

140

100%

0%

180%

Theoretical total if objectives are attained% variable/fixed

CAPGEMINI

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Compensation of corporate officers

Capgemini share‑based incentive policy procedures
The Group stopped granting stock options in 2009 and since thengrants performance shares in accordance with the following principles:2.

— subject to performance and presence conditions: performance
shares granted to Executive Corporate Officers are subject
to the same conditions of presence and performance asapplicable to other Group beneficiaries and all shares are
subject to performance and presence conditions. However,in the event of inclusion of an outperformance clause, thisclause would not apply to Executive Corporate Officers:––

the associated conditions are ambitious, as
demonstrated by the effective share grant percentages
for the eight fully vested plans of respectively 42.3% for
the 2009 plan, 56.7% for the 2010 plan, 87.9% for the2012 plan, 83.9% for the 2013 plan, 82.5% for the 2014
and 2015 plans, 70.8% for the 2016 plan and 64.7% for
the 2017 plan, of the number of shares initially granted;
the performance conditions include internal (comprisingsince 2018 CSR conditions) and external performance
conditions in accordance with the AMF recommendation,
and are calculated over a 3-year period to ensuresustainable 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 sharesavailable for grant set in the most recent resolution voted
on May 20, 2021). Overall, in 2021, the volume of shares
granted to Executive Corporate Officers was well within
the cap set in the resolution, with total percentages of
0.91% of the maximum authorized amount and 1.01% of theamount effectively granted, compared with 1.23% and 1.32%
respectively in 2020, 3.78% and 4.17% respectively in 2019
and an average over the last ten years of 2.36% and 3.07%;— cap: the IFRS value of shares granted aims not to exceed
100% of the theoretical annual cash compensation for agiven year;— obligation to hold shares: in accordance with legal
provisions, the Board of Directors must set the numberof vested shares granted in connection to their office that
Executive Corporate Officers must continue to hold until thetermination of their office.
The Board of Directors decided that vested performance shares
representing at least 50% of shares must be retained, where theamount of shares held, valued at the share price on the vesting
date, represents less than a threshold expressed as a multiple ofthe 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 Boardof Directors decided on February 14, 2018 that if the number ofshares 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 (fixedand variable), applicable from the vesting date.

If the value of the portfolio heldat the vesting date is:< one year fixedand variable
theoreticalcompensation> one year fixedand variable
theoreticalcompensationand < two years’
fixed and variable
theoreticalcompensation> two years’ fixedand variable
theoreticalcompensation

Obligation to hold vested shares until the later ofthe end of the term of office and the plan date

50%

33.3%

5% subject toremaining above thetwo-year threshold— ban on hedging: share hedging transactions are prohibited
before the end of the mandatory holding period. Thisban 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.

— grant in the same periods: in accordance with therecommendations 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 endof July or the following meeting held in October. This has
been the case since 2015, as grants were performed in Julyin 2015 and 2016 and in October in 2017, 2018, 2019, 2020
and 2021.

— effective presence required, subject to three exceptions:effective presence on the vesting date is required for sharesto vest as per the terms of the plan rules with the exceptionof death, disability or retirement. In the case of retirement,
shares still vest on scheduled dates as per plan rules andconditions. These presence conditions and exceptions haveapplied since the first performance share grant plan. In othercircumstances, the shares are forfeited.

If regulatory developments or any other circumstances make theuse of equity-based incentive instruments restrictive, impossibleor economically inappropriate, use of a special purpose long-term
incentive mechanism with the same terms, criteria and ceilings
could be envisaged.

86

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 thatwould be lost following this hiring decision. In such case, the award
would be proportionate to the lost amounts and implementationand payment of this compensation would be subject to approvalby Shareholders’ Meeting pursuant to Article L. 22-10-8.

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CORPORATE GOVERNANCE
Compensation of corporate officers

Termination clauses
During the meeting of March 11, 2020, the Board of Directors
considered that it was in the Company’s interest to maintain theexisting Chief Operating Officer scheme for the Chief Executive
Officer, in strict compliance with the AFEP-MEDEF Code. During its
meeting of March 17, 2022, 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 aperiod 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 (fixedplus 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 thedeparture of the Chief Executive Officer. This compensation is
spread over the application period of the clause and will not be
paid if the Chief Executive Officer exercises his right to retire oris 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

Severance pay on
cessation of thecorporate office based on
performance during theprevious 2 years(Payable solely in the eventof 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 theFrench Commercial Code, or (iii) a significant change in strategyof the Company or a fundamental disagreement with the Boardof 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 terminationof 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 performanceindicators and consolidated results), observed annually during thelast two full fiscal years preceding the termination of duties, witha 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 amountequal to twice the applicable theoretical annual compensation(fixed plus variable) at the date of termination of the duties ofChief Executive Officer.

Indemnities on the potential application ofa non‑compete clause on cessation of
the corporate officeequal to half the theoretical gross compensation(fixed + variable) applicable at the date of cessationof the duties of Chief Executive Officer(i.e. ≤ 1 year)

Absolute cap of 2 years
theoretical annualcompensation(fixed + variable)
applicable at the date ofcessation of duties

Director compensation

Long savings plan

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 rightto compensation for his duties as a director.

On the proposal of the Compensation Committee, the Board of
Directors decided that the Chief Executive Officer can benefit fromthe long savings mechanism. This plan has been implemented since2016 to remain attractive for senior executives while being able tooffer 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 developmentsin the market and the European legal framework (portability,
performance conditions, agility) and seeks to cover the absenceof contributions and therefore pension rights above eight times
the French annual social security ceiling. The plan consists in thepayment of an annual allowance, at least half of which is allocatedto a third-party body in the context of a supplementary optional
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.

Benefits in kindIn addition to the above-mentioned items, the structure of the
Chief Executive Officer compensation may also comprise theprovision of a company car, under prevailing conditions within theexisting 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 applicablewithin the Company.

CAPGEMINI

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Compensation of corporate officers

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 isequal to 40% of the annual fixed compensation; it will vary
according to the unflexed weighted performance of thefinancial performance indicators used for the calculation of
the variable component;2.

— the payment of the allowance in respect of year Y, subject tothe satisfaction of the performance conditions for year Y, isdeferred 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 atJune 30 of year Y+2.

The calculation procedure and the objectives related to thisallowance 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 calculationof the variable component linked to the financial performanceindicators, and weighting associated with each indicator for fiscal
year 2022, 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, 2021. The calculationis performed over the effective duration of the current term ofoffice in a given year in the event of entry into or termination ofduties during the year.

No 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 ofCapgemini SE— Fixed component
At the recommendation of the Compensation Committee, theBoard of Directors decided to position Mr. Aiman Ezzat’s theoretical
fixed compensation for his duties as Chief Executive Officer infiscal year 2022 at €1,000,000, unchanged since 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, thatis an amount of €1,000,000, representing 50% of his total fixed plus
variable theoretical compensation. The 2022 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 performanceindicators for 2022 (as since 2013) are:— growth for 30% (Group revenues);— operating profitability for 30% (Group operating marginrate);— 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 2022 are:Quantifiable individual performance objectives (20% of thevariable component)— Objective 1: Implementation of the CSR strategy for 20%.
Qualitative individual performance objectives (20% of thevariable component)— Objective 2: Talent Attractiveness 8%.
— Objective 3: Strategic partnering with clients 6%.
— Objective 4: Strategic roadmap implementation for 6%.

Financial and Individual performance objectives set by the Board of Directors for the Chief Executive Officer for 2022 are:As the fixed compensation is €1,000,000, the amount applicablefor the long savings plan was set unchanged at €400,000 for
2022 and the theoretical annual cash compensation is therefore

88

two million, four hundred thousand euros, with 58% subject toperformance conditions.

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CORPORATE GOVERNANCE
Compensation of corporate officers

2022 annual compensation target structure

On this basis and at the recommendation of the Compensation
Committee, the Board of Directors decided to set the Chairman’scompensation, subject to approval by the Shareholders’ Meeting,at €800,000 from June 2020, payable monthly pro rata to his termof office in the fiscal year. For 2022, and at the recommendationof the Compensation Committee, the Board of Directors decided
to leave the Chairman’s compensation unchanged until the
Shareholders Meeting of May 19, 2022, and subject to the vote of
the Shareholders’ Meeting of this date.
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 hand-over. 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 andknowledge of the Group. When representing the Company withmajor clients and partners, he acts only with the full agreementof the Chief Executive Officer and at his request. The Chairmanof the Board is also responsible for promoting the Group’s values,
culture and reputation. This management hand-over phase willterminate at the end of the Shareholders’ Meeting of May 19, 2022.

2.3.2.3

Compensation policy – Chairman of theBoard of Directors, applicable fromJanuary 1, 2022 to May 19, 2022

Together with the general principles set out above, the items
presented below comply with Article L. 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 thatwill be presented for approval to shareholders at the Shareholders’Meeting of May 19, 2022 and applicable until May 19, 2022.

Compensation structure
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 andfrozen in 2015 and the coverage provided by the collective healthand 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 Chairmanof the Board of Directors, a non-Executive Corporate Officer, inrespect 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 beginningof the year for the year in progress the fixed compensation thatseeks to reward the responsibilities associated with the office andtakes into account the competitive position, based on a market
study, the level and complexity of duties, the responsibilities ofthe function, the skills, expertise and experience and the role ofambassador 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.

CAPGEMINI

Director compensation
Under the Director compensation policy presented in Section 2.3.1,
the Chairman of the Board is eligible to receive director compensation.
The Chairman of the Board has however already indicated that hewill waive his right to such compensation for his duties as a director,
as he has now done for over a decade and as he benefited from afixed compensation for this period.

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 recommendationsof 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 ofexisting members have been frozen as of October 31, 2015.
In order to receive benefits under this plan, it is necessary to bewith the Group at the time of retirement, to have at least 10 yearsof seniority, to have been a Group Executive Committee member
for at least five years and to have a compensation level above eighttimes the French annual social security ceiling (PASS) during five
years at least.
Benefits are based on reference earnings equal to the average ofthe 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

89

2.

CORPORATE GOVERNANCE
Compensation of corporate officers

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;2.

Compensation structure
In compliance with the recommendations of the AFEP-MEDEF
Code, the Chairman of the Board of Directors’ compensation policy
following the end of the management hand-over phase will be
made-up only of a Director’s compensation, in accordance withthe procedures detailed in Section 2.3.1, and the continuation of
the supplementary collective defined benefit pension plan (as justdescribed above), which was closed and frozen in 2015.

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 of the Board (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
around €300 thousand, corresponding to a gross amount of€896 thousand. Mr. Paul Hermelin has indicated to the Board that
he is likely to retire in the second half of 2022.

The compensation structure therefore excludes the payment to
the Chairman of the Board of Directors of:

The plan is financed through an external insurance company and assuch the required funds to pay the pension support a contributionof 24%. 21 members have benefited from this plan since its launchwith 6 presently active as of December 31, 2021.

Director compensation

2.3.2.4

Compensation policy – Chairman of
the Board of Directors applicable fromMay 20 to December 31, 2022

Together with the general principles set out above, the items
presented below comply with Article L. 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 thatwill be presented for approval to shareholders at the Shareholders’Meeting of May 19, 2022, and applicable from May 20, 2022, onward.

90

—
—
—
—
—

fixed compensation;
annual or deferred variable compensation;
equity-based instruments;
exceptional compensation;
severance pay.

Under the Director compensation policy presented in Section 2.3.1,
the Chairman of the Board is eligible to receive director compensation.
As the Chairman of the Board will not benefit from a fixedcompensation following the May 19, 2022 Shareholders’ Meeting,his compensation will be only made-up of Director’s compensation.
His compensation will be in strict compliance with the rules
indicated in Section 2.3.1 which provide for a fixed compensation
for the Chairman of the Board of Directors of €250,000 payable
on a time-apportioned basis, and compensation for attendanceat Board meetings, representing total compensation positionedby the Board in the first quartile for non-executive Chairman
compensation.

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CORPORATE GOVERNANCE
Compensation of corporate officers

2.3.3 Compensation paid in 2021 or granted in respect of 2021 to Executive
Corporate Officers
2.3.3.1

2021 compensation of the Chief Executive
Officer: Mr. Aiman EZZATThe general principles described in Section 2.3.2.1 , the compensation
policy set out in Section 2.3.2.2 , and the summary table in Section
2.3.3.3 represent the Board of Directors’ report to shareholders
established pursuant to the provisions of Article L. 22-10-8 of theFrench Commercial Code on the principles and criteria governing
the Chief Executive Officer’s compensation. These principles andcriteria are subject to the approval of the Combined Shareholders’Meeting of May 19, 2022 (for more information, see Chapter 7 ofthis 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 the 2020 compensation for
their roles as Executive Corporate Officers of €842,721, including€451,855 for Mr. Aiman Ezzat to be taken into consideration in theannual trend, in addition to the fact that the 2020 time of officecovered only 7 months.

Compensation for 2020
(covering only 7 months)(gross amount)

Aiman EZZAT:
Chief Executive Officer

Paid in2020

Grantedin 2020,
paid in
2021

Fixed compensation (1)Compensation for 2021
(covering the full year)

Grantedin 2020,
paid in
2022

Total
2020

Paid in2021

Grantedin 2021,
paid in2022

Grantedin 2021,
paid in
2023

Total
2021

583,333--

583,333

1,000,000,-- 1,000,000

Annual variable compensation (1)-571,853-

571,853-

1,485,440- 1,485,440

Multi-year variable
compensation-

112,793

112,793

225,586-

229,620

229,620459,240

Exceptional compensation

-

-

-

-

-

-

-

-

Compensation for duties
as a director

-

-

-

-

-

-

-

-

Benefits in kind

-

-

-

-

-

-

-

-

Total compensation paid or
granted in respect of the
fiscal year (1)583,333

684,646

112,793 1,380,772

1,000,000

1,715,060

229,620 2,944,680

Total compensation on a fullyear basis paid or granted in
respect of the fiscal year (2)1,000,000

1,173,679

193,359 2,367,038

1,000,000

1,715,060

229,620 2,944,680

CAPGEMINI

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Compensation of corporate officers

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:
Compensation for 2020

(gross amount)

Grantedin 2020

Total
2020

Grantedin 2021

Total
2021

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

1,980,116

1,980,116

2,399,160

2,399,160

TOTAL GRANTED-

1,980,116-

2,399,160

TOTAL (1)-3,360,888-

5,343,840

TOTAL (2)-4,347,154-

5,343,840

Aiman EZZAT:
Chief Executive Officer

2.

Compensation for 2021

TOTAL POST REDUCTION (3)
(1)

(2)
(3)

3,072,092

N/A

2020 compensation which was paid or granted to the Chief Executive Officer, 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 and covering
7 months in 2020.
Same as in (1) but calculated on a full year basis.
Compensation which was paid or granted to the Chief Executive Officer following the 25% reduction of his 2020 annual fixed and variable compensation, in the context ofthe health crisis tied to the Covid-19 pandemic and covering 7 months in 2020.

Fixed and variable compensatione (cash)
Director compensation

Voluntary waiver
34%
Fixed

€2,944,680

66%
Variable
performance
relatedBenfits in kind€0Multi-year compensation€0

Other compensation
Comprising the IFRS valuation of
18,500 performance shares

Non-compete clause€0€2,399,160

Pursuant to Say on Pay rules and the most recent revised AFEPMEDEF 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 the92

Termination benefits€0

Shareholders’ Meeting for vote. The following table summarizes
the 2021 compensation components subject to shareholders’ votepursuant to the Say on Pay policy.

2021 UNIVERSAL REGISTRATION DOCUMENT

CORPORATE GOVERNANCE
Compensation of corporate officers

Compensation components paid in 2021 or granted in respect of 2021
to Mr. Aiman EZZAT, Chief Executive Officer, and subject to shareholder vote
Amount oraccounting value
subject to vote

Fixedcompensation

Annual variable
compensation€1,000,000(paid in 2021)€1,485,440(paid in 2022 inrespect of 2021)

Presentation

The gross fixed compensation of €1,000,000 for fiscal year 2021 was approved unchangedby the Board of Directors on March 18, 2021, at the recommendation of the Compensation
Committee. It represents 50% of the total theoretical fixed and variable compensation if
objectives are attained and is reviewed at long intervals in accordance with the AFEP-MEDEF
Code. This amount was proposed following the appointment of Mr. Aiman Ezzat as Chief
Executive Officer following the Shareholders’ Meeting of May 20, 2020.
During the Board of Directors’ meeting of March 17, 2022, the Board of Directors, based on theaudited and approved accounts and at the recommendation of the Compensation Committee,
assessed the amount of Mr. Aiman Ezzat’s variable compensation for fiscal year 2021, of afull-year target amount if objectives are attained of €1,000,000, i.e. 50% of his theoretical
fixed and variable compensation or 100% of his fixed compensation and comprising financial
objectives for 60% and quantifiable and qualitative individual objectives for 40%, potentiallyvarying between 0% and 200% of the theoretical amount for quantifiable objectives andbetween 0% and 100% of the theoretical amount for purely qualitative objectives.
Variable component based on financial indicators: this component was calculated inaccordance 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:
1)
2)
3)
4)

% attainment of revenue: 30% weighting;% attainment of the operating margin rate: 30% weighting;% attainment of net profit before taxes: 20% weighting;% 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 18, 2021.
Attainment rates for these four objectives were 106.4%, 104.8%, 123.4% and 133.8%
respectively, which, taking account of the relative weighting of each objective, gives an overall
weighted attainment rate of 114.81%.
The Group’s historical calculation formula accelerates actual performance upwards or downwards
such that for 2021:— if the weighted performance of the above four financial indicators is less than or equal to75%, the variable financial component will be nil;
— if the weighted performance of the above four financial indicators is greater than orequal to 125%, the variable financial 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 114.8% in 2021 results in the multiplication of the theoretical variable
component by 159.24%;— for a final amount for the variable component calculated based on financial indicators of
1,000,000 x 60% x 159.24% equal to €955 440 euros.
Variable component based on individual performance objectives: the assessment andassociated proposal were based on work performed by the Compensation Committee,
which reviewed the various individual performance objectives grouped into two categories:“quantifiable objectives” for 50% and “individual performance objectives” for 50%. The
quantifiable objectives set by the Board at the beginning of the year remained unchanged.
The 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 2021. This
ambitious objective was attained and even slightly exceeded with a 2.4 pt improvement. With
regards to environmental responsibility, the objective was a 40% reduction in greenhouse gas
emissions vs. the 2019 reference year. This objective was also exceeded due to the significant
reduction of 83% in business travel tied to the Covid-19 pandemic during the first part of theyear, to a 56% reduction of office and data centers emissions and to focus actions such as
deploying a new flexible work policy, shifting the car-pool catalog within the Group to electricor hybrid cars only or also to progressively shift electricity supply toward renewable energy.
The Board validated the attainment rate for the two quantifiable objectives to be 165%.

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CORPORATE GOVERNANCE
Compensation of corporate officers
Amount oraccounting value
subject to votePresentation

The Board defined two specific individual performance objectives.
The first specific objective concerned the Altran integration, which has been evaluated asvery successful as while being qualitative in nature the Board had set several expectations to
support its evaluation which were all overachieved with in particular achieving the high end of
the targeted costs synergies, the signature of numerous cross deals, the development of a verystrong pipeline of new deals or a stable management team in the Engineering business. The
Board considered that the defined objectives set for this category, have been overachieved
and set the achievement at the capped percentage of 100%.

2.

The second specific objective concerned the Intelligent Industry strategy. The strategic plan
has been presented and approved by the Board of Directors and is seen as a growth driver for
the Group with several promising offers and an industry focused approach aligned to market
expectations. Given these achievements, the Board considered the objectives set for thiscategory to be attained 100%.
The Board therefore approved an overall weighted performance of 132.5% as per the table below:

Max

Attain ment

Weighted
attainment

25.0%

50%

130%

32.5%

0%

25.0%

50%

200%

50.0%

0%

37.5%

37.5%

100%

37.5%

Intelligent Industry strategy

0%

12.5%

12.5%

100%

Total

0%

100%

150%

0

400,000

600,000

Objective

TargetMin objective

CSR strategy – diversity

0%

CSR strategy – sustainable
development
Altran integration

Target amount (in €)12.5%
132.5%

Proposed amount (in €)530,000

that is a variable component based on individual performance objectives of a prorated amountof €1,000,000 x 40% = €400,000, to which the weighted performance percentage of 132.5%
is applied, giving a final amount of €530,000.
Accordingly, variable compensation of €1,485,440 was approved by the Board for 2021, i.e. 148.5%
of fixed compensation for the same fiscal year and of the theoretical variable compensation.
Total fixed and variable compensation for 2021 is therefore €2,485,440, i.e. 124.3% of thetheoretical compensation and may be summarized as follows:
Calculation of 2021 variable compensation for Mr. Aiman Ezzat
Quantitative component based on budgeted financial targets

Indicator

TargetMax

Weighted
attainment

Revenues30%

106.4%

31.9%

Operating margin rate (%)

30%

104.8%

31.4%

Pre-tax net profit

20%

123.4%

24.7%

Organic free cash flow20%133.8%

26.8%

Weighted total
performance before flex

94

Min

Attain ment

0%

100%

200%

114.81%

Weighted total after 75/125 flex
(4*weighted performance – 3)

159.24%

Theoretical variable compensation
based on financial indicators

600,000

Variable compensation based on
financial indicators

955,4402021 UNIVERSAL REGISTRATION DOCUMENT

CORPORATE GOVERNANCE
Compensation of corporate officers
Amount oraccounting value
subject to votePresentation

Qualitative component based on individual performance objectives
CategoryMin

TargetMax

CSR strategy – diversity

0%

25.0%

50.0%

CSR strategy – sustainable
development

0%

25.0%

50.0%

Altran Integration

0%

37.5%

37.5%

Intelligent Industry strategy

0%

12.5%

12.5%

Weighted total

132.5%

2.

Theoretical variable compensation
based on individual objectives

400,000

Variable compensation based on
individual performance objectives

530,000

TOTAL 2021 VARIABLE
COMPENSATION

1,485,440

As a % of theoretical variable compensation

148.5%As a % of fixed compensation

148.5%The variable compensation due in respect of a given fiscal year is calculated based on theaudited accounts approved by the Board at the beginning of Y+1 and is paid after the approvalof the compensation components by shareholders.
Deferredvariablecompensation

n/a

There is no deferred variable compensation.

Multi‑year
variablecompensation€459,240 for
2021, paid 50%
in July 2022 and
50% in July 2023

During the Board of Directors’ meeting of March 17, 2022, the Board of Directors, based on theaudited and approved accounts and at the recommendation of the Compensation Committee,
assessed Mr. Aiman Ezzat’s long savings plan for fiscal year 2021,of a target amount if objectives
are attained of €400,000. This allowance is subject to a performance condition based on theunflexed weighted performance of the financial indicators. For 2021, this gives a weighted
attainment of 114.81%, giving an amount of 114.81% x €400,000 = €459,240 for the full year:— 50% of this amount, i.e. €229,620, will be paid in July 2022;— 50%, i.e. €229,620, will be paid in July 2023, subject to Mr. Aiman Ezzat being present in
the Group at June 30, 2023.

Stock options,performance
shares or any
other formof long‑termcompensation

Performance
shares€2,399,160 (IFRS
accounting value
on grant date)

18,500 shares granted subject to performance and presence conditions.
The vesting of performance shares is contingent on the realization of both an external
performance condition and two internal performance conditions. The external performance
condition accounts for 35% of the grant and is based on the comparative performance of
the Capgemini share over three years against the average performance of a basket of eightcomparable companies in the same business sector and from at least five countries (Accenture/
Indra/Atos/Tieto/Sopra Steria/CGI Group/Infosys and Cognizant), the CAC 40 index and theEuro Stoxx Techno 600 index. Accordingly, no shares vest if the relative performance of theCapgemini share is less than 100% of the performance of the basket of comparable companies,
while 100% of shares vest only if this relative performance is at 110% or above. If performanceis similar to that of the market, only 50% of the initial grant vests.
The external condition has been strengthened since 2016, as the effective vesting of shares
starts from a minimum achievement of 100% of the basket of comparable companies, while
historically it started at 90%.
The internal performance condition based on organic free cash flow generation over thethree-year period from 2021 to 2023 accounts for 50% of the grant. The minimum amountnecessary for shares to vest is €3.9 billion. Above this threshold, shares vest progressively ona straight-line basis, with a grant of 80% for a free cash flow generation of €4.2 billion and the
maximum grant requiring organic free cash flow of €4.5 billion or more.

CAPGEMINI

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CORPORATE GOVERNANCE
Compensation of corporate officers
Amount oraccounting value
subject to votePresentation

The internal performance condition relating to CSR performance indicators measured at theend of 2023 is based for 50% on the percentage inflow of female executives (VPs) throughpromotion and external hiring during the period 2021 to 2023. This percentage must be 30%
to receive 100% of the grant, with no grant if it is below 28%. For the remaining 50%, it is basedon a reduction in GHG emissions of at least 60% in 2023 (vs. the 2019 benchmark), with 100%of the grant vesting if this reduction reaches 70%.
The number of shares that may vest to Executive Corporate Officers may not exceed 0.0012%
of the share capital.

2.

Authorized by the Combined Shareholders’ Meeting of May 20, 2021
Eighteenth resolution
Grant authorized by the Board of Directors on October 6, 2021
Stock
options = n/a
Otheritems = n/a

No stock options or other items were granted.

Compensation
for duties asa director

n/a

n/a

Valuation of
benefits in kind€0

No company car

Other compensation components

Severancepay

Amountsubject to votePresentation€0

No amount due in respect of the fiscal year
Following the appointment of Mr. Aiman Ezzat as Chief Operating Officer as of January 1, 2018,
the Board, based on the proposal of the Compensation Committee, authorized the principle ofseverance pay due in the event of termination of his corporate office. During the meeting ofMarch 18, 2021, the Board of Directors considered again that it was in the Company’s interest
to maintain this system for the Chief Executive Officer in the event of forced departure.
However, no severance pay shall be due if the Chief Executive Officer leaves the Company on
his own initiative, changes positions within the Group, is entitled to exercise his right to retirein the near future or is 65 years old on the termination of his term of office, or in the event ofgross negligence or serious misconduct.
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 fixedcompensation plus theoretical annual variable compensation as at the date of terminationof his duties.
The grant and amount of the severance pay will depend on the percentage attainment of
the weighted performance of the financial indicators applicable for the Chief Executive
Officer’s variable component based on financial performance observed annually during thetwo completed fiscal years preceding the termination of his duties as Chief Executive Officer,
it being specified that the final year will count for 60%, while the previous year will count for
40%. As the grant and amount of the variable component is subject to financial indicators andto the Group’s consolidated results, the severance pay will therefore also be subject to thesatisfaction of these same performance conditions.
The Board of Directors will confirm the effective attainment of these performance criteria.
Board approval on March 18, 2021.
Authorized by the Combined Shareholders’ Meeting of May 20, 2021.
Eleventh resolution

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Compensation of corporate officers

Non‑compete
indemnities

Amountsubject to votePresentation€0

No amount due in respect of the fiscal year
On the proposal of the Compensation Committee, the Board decided that the Chief Executive
Officer will be subject to a non-compete undertaking for a period of twelve months as from thetermination of his employment contract following termination of his duties of Chief Executive
Officer, and will receive an indemnity equal to half of the applicable gross theoretical annualcompensation (fixed plus variable) if objectives are attained on the date of termination of theduties of Chief Executive Officer. The Board of Directors will be entitled, at its own discretion,
to lift this non-compete obligation on departure of the Chief Executive Officer and therefore
in such case, not to implement this non-compete indemnity.
Board approval on March 18, 2021
Authorized by the Combined Shareholders’ Meeting of May 20, 2021
Eleventh resolution

Supplementary
pensionbenefits

2.3.3.2

n/a

No supplementary pension benefits.

2021 compensation of the Chairman,
Mr. Paul HERMELIN

The general principles described in Section 2.3.2.1 , the compensation
policy set out in Section 2.3.2.3 and the summary table in Section
2.3.3.3 represent the Board of Directors’ report to shareholders
established pursuant to the provisions of Article L. 22-10-8 of
the French Commercial Code. These principles and criteria aresubject to the approval of the Combined Shareholders’ Meeting of
May 19, 2022 (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 the two
Executive Corporate Officers of €842,721, including €390,866
for Mr. Paul Hermelin to be taken into consideration in the annual
trend, in addition to the fact that the 2020 time of office covered
only 7 months.
Compensation for 2020
(covering 7 months)(gross amount)Compensation for 2021
(covering the full year)

Mr. Paul HERMELIN:
Chairman of the Board

Paid in2020

Grantedin 2020,
paid in
2021

Fixed compensation (1)466,666-

466,666

800,000-

800,000

Annual variable compensation

-

-

-

-

-

-

Multi-year variable compensation

-

-

-

-

-

-

Exceptional compensation

-

-

-

-

-

-

Compensation for duties as a director

-

-

-

-

-

-

Benefits in kind

-

-

-

-

-

-

Total
2020

Paid in2021

Grantedin 2021,
paid in
2022

Total
2021

Total compensation paid or granted in
respect of the fiscal year (1)466,666

466,666

800,000

800,000

Total compensation paid or granted(on a full year basis) in respect of the fiscal year (2)800,000

800,000

800,000

800,000

CAPGEMINI

972.

CORPORATE GOVERNANCE
Compensation of corporate officers

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:
Compensation for 2020
(covering 7 months)(gross amount)

Mr. Paul HERMELIN:
Chairman of the Board

2.

Compensation for 2021
(covering full year)

Granted in 2020

Total 2020

Granted in 2021

Total 2021

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

-

-

-

TOTAL GRANTED

-

-

-

-

TOTAL (1)466,666

800,000

TOTAL (2)800,000

800,000

TOTAL POST REDUCTION (3)350,000

N/A

(1)
(2)
(3)

2020 compensation which will be paid or granted to the Chairman of the Board, in compliance with the compensation policy approved by the May 20, 2020 Shareholders’Meeting. before the 25% reduction of his 2020 annual fixed compensation, in the context of the health crisis tied to the Covid-19 pandemic.
Same as (1) above but calculated on a full year basis.
Compensation which was paid or granted to the Chairman of the Board following the 25% reduction of his 2020 annual fixed compensation, in the context of the healthcrisis tied to the Covid-19 pandemic.

Pursuant to Say on Pay rules and the most recent 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 the

Shareholders’ Meeting for a vote. The following table summarizes
the 2021 compensation components subject to shareholder votepursuant to the Say on Pay policy.

Compensation components paid in 2021 or granted in respect of 2021 to Mr. Paul HERMELIN,
Chairman of the Board, and subject to shareholder vote
Amount oraccounting value
subject to votePresentation

Fixed compensation€800,000(paid in 2021)

The gross fixed compensation of €800,000 for fiscal year 2021 was approved by the Boardof Directors on March 18, 2021 at the recommendation of the Compensation Committee.
It is the only component of compensation of the Chairman of the Board.

Annual variable
compensationn/a

No annual variable compensation was paid.

Deferred variable
compensation

n/a

There is no deferred variable compensation.

Multi‑year variable
compensation

n/a

There is no multi-year variable compensation mechanism.

Exceptional
compensationn/a

No exceptional compensation was paid.

Stock options,performance
shares or any otherform of long‑termcompensationn/a

No shares were granted subject to performance and presence conditions in 2021

Stock
options = n/a
Otheritems = n/a

No stock options or other items were granted.

Compensation forduties as a director

Voluntary
waiverThe Board of Directors took due note of Mr. Paul Hermelin’s decision to waive his right tocollect any compensation for his duties as a director of Capgemini SE in respect of 2021
(as he has done over a decade and as he benefited from a fixed compensation).

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Compensation of corporate officers

Valuation of
benefits in kindAmount oraccounting value
subject to votePresentation€0

No company car

Other compensation components
Amountsubject to votePresentation

Severance pay

n/a

No entitlement to severance pay.

Non‑compete
indemnities

n/a

No non-compete indemnities.

Supplementary
pension benefits€0

No amount due in respect of the fiscal year

2.

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 applicableto other employee members. This plan was reviewed by an external firm which confirmedthat it complies with the AFEP-MEDEF recommendations of October 6, 2009, and also
the revised AFEP-MEDEF Governance Code.
The plan was closed to new beneficiaries in 2015 and rights of existing members havebeen frozen as of October 31, 2015.
In order to receive benefits under this plan, it is necessary to be with the Group at thetime 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 eighttimes 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 thatthe 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 amaximum 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 of the Boardand previously Chairman of the Board and Chief Executive Officer (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 around k€300, corresponding to a gross amount ofk€896 or 34% of his last theoretical compensation for his duties as Chairman and Chief
Executive Officer.
The plan is financed through an external insurance company and as such the required
funds to pay the pension support a contribution of 24%.
Twenty-one members have benefited from this plan since its launch with six presently
active at December 31, 2021.
Presented to the Combined Shareholders’ Meeting of April 26, 2007.
Fourth resolution in respect of regulated agreements.

Employment contract of Corporate Officers
With regards to Mr. Paul Hermelin, the Board reminds readersthat his employment contract was suspended in its entirety on
May 24, 1996 (date from which he exercised his first term of office

CAPGEMINI

as a member of the Management Board) and that he informed theBoard of Directors’ meeting of February 18, 2015, that he waived
his employment contract as from that date.

99

CORPORATE GOVERNANCE
Compensation of corporate officers

Mr. Aiman Ezzat’s employment contract was suspended following
his appointment as Chief Operating Officer on January 1, 2018,
when he became an Executive Corporate Officer of the Group. In
addition, he informed the Board of Directors’ meeting of March 11,

2020, of his decision to waive his employment contract from his
appointment as Chief Executive Officer. This waiver is now effective
since May 20, 2020.

Corporate Officers: employment contracts and deferred compensation

Supplementary
Employment
pension plan
contract(see before)

2.

Indemnities
or benefits
following
appointment,terminationor change infunction

Indemnities
in respect of
non‑competeclauseMr. Paul HERMELIN
Chief Executive Officer up to May 24, 2012, Chairman and Chief
Executive Officer up to May 20, 2020 and Chairman of the Board
thereafterNo

Yes, closedwith frozen
rightsNo

No

Mr. Aiman EZZAT
Chief Operating Officer from January 1, 2018, to May 20, 2020 and
Chief Executive Officer thereafter

No

No

Yes

Yes

2.3.3.3

Compensation paid in 2021 or granted in respect of 2021 to all Corporate Officers
for their duties as a director

Directors
Compensation for duties as a director paid to
non-Executive Corporate Officers(gross amounts)

Total compensation paid in 2021 or granted in
respect of fiscal year 2021 to directors for theirdutiesExecutive Corporate Officer(gross amounts)

Paidin 2021

Grantedin 2021

1,081,500

986,500

Paid
in 2021

Grantedin 2021--

Presentation

See the Directors’ compensation policy in
Section 2.3.1.

Presentation

Paul HERMELIN: Chairman and Chief Executive Officer
up to May 20, 20202021 gross fixed compensation
2020 annual variable compensation

368,8502021 annual variable compensation

n/aCompensation paid in respect of 2020 andapproved by the Shareholders’ Meeting ofMay 20, 2021 (post the 25% covid reductions
applied to 491,800 as per the compensation
policy)n/an/aMulti-year variable compensation

-

n/a

n/a

Exceptional compensation

-

-

n/a

-

n/a

-

WaiverPerformance shares
Compensation for duties as a director-

Benefits in kind

-

-

n/a

Golden hello

-

-

n/a

Severance pay

-

-

n/a

Supplementary pension benefits

-

-

n/a

368,850-TOTAL COMPENSATION PAID DURING THE FISCALYEAR OR GRANTED IN RESPECT OF THE FISCALYEAR TO THE CHAIRMAN AND CHIEF EXECUTIVEOFFICER (1)100

2021 UNIVERSAL REGISTRATION DOCUMENT

CORPORATE GOVERNANCE
Compensation of corporate officers

Executive Corporate Officer(gross amounts)

Paidin 2021

Grantedin 2021

Presentation

Paul HERMELIN: Chairman from May 20, 20202021 gross fixed compensation

800,000

See Section 2.3.2.3 on the Chairman’scompensation policy.

2020 annual variable compensation

-

-

n/a

2021 annual variable compensation

-

-

n/a

Multi-year variable compensation

-

-

n/a

Exceptional compensation

-

-

n/a

Performance shares

-

-

n/a

Compensation for duties as a director--

WaiverBenefits in kind

-

-

n/a

Golden hello

-

-

n/a

Severance pay

-

-

n/a

Supplementary pension benefits--

See Section 2.3.2.3 on the supplementary
pension plan closed since 2015

800,000-

Paid
in 2021

Grantedin 2021--

TOTAL COMPENSATION PAID DURING THE FISCALYEAR OR GRANTED IN RESPECT OF THE FISCALYEAR TO THE CHAIRMAN OF THE BOARD

Executive Corporate Officer(gross amounts)

2.

Presentation

Aiman EZZAT: Chief Operating Officer
from January 1, 2018, to May 20, 20202021 gross fixed compensation
2020 annual variable compensation (1)2021 annual variable compensation
Multi-year variable compensation

196,677n/aCompensation paid in respect of 2020 andapproved by the Shareholders’ Meeting ofMay 20, 2021 (post the 25% covid reductions
applied to 262,236 as per the compensation
policy)--n/a

265,869-

75,531€ in application of the Chief Operating
Officer compensation policy approved by
the Shareholders’ Meeting of May 20, 2021.
Compensation calculated pro rata to the termof office i.e. 5/12th
190,388€ in application of the Chief Operating
Officer compensation policy approved by the
Shareholders’ Meeting of May 20, 2020.

Exceptional compensation

-

-

n/a

Performance shares

-

-

n/a

Compensation for duties as a director--

WaiverBenefits in kind

-

-

n/a

Golden hello

-

-

n/a

Severance pay

-

-

n/a

Supplementary pension benefits

-

-

n/a

TOTAL COMPENSATION PAID DURING THE FISCALYEAR OR GRANTED IN RESPECT OF THE FISCALYEAR TO THE CHIEF OPERATING OFFICER (1)CAPGEMINI

462,546

101

CORPORATE GOVERNANCE
Compensation of corporate officers

Executive Corporate Officer(gross amounts)

Paidin 2021

Grantedin 2021

Presentation

Aiman EZZAT: Chief Executive Officer from May 20, 20202021 gross fixed compensation
2020 annual variable compensation (1)1,000,000

See Section 2.3.2.2 on the Chief Executive
Officer compensation policy.

428,890

In application of the Chief Executive Officer
compensation policy approved by the
Shareholders’ Meeting of May 20, 2021.
(post the 25% covid reductions applied tothe calculated amount of 571,853 as per
the compensation policy). Compensation
calculated prorate to the term of office i.e, for
7/12th2.

2021 annual variable compensation

Multi-year variable compensation

1,485,440

112,793459,240

See Section 2.3.2.2 on the Chief Executive
Officer compensation policy andSection 2.3.3.1 on the calculation method
and indicators adopted for 2021 variable
compensation
In application of the Chief Executive Officer
compensation policy approved by the
Shareholders’ Meeting of May 20, 2021.
Compensation calculated pro rata to the termof office i.e. 7/12th
See Section 2.3.2.2 on the Chief Executive
Officer compensation policy andSection 2.3.3.1 on the calculation and payment
methods for the long savings plan

Exceptional compensation-

Performance sharesn/a2,399,160

See Section 2.3.2.2 on the Chief Executive
Officer compensation policy andSection 2.3.3.1 on the performance andpresence conditions and the % concerned

Compensation for duties as a director--

WaiverBenefits in kind--See Section 2.3.2.2 on the Chief Executive
Officer compensation policy

Golden hello

-

-

n/a

Severance pay--

See Section 2.3.2.2 on the Chief Executive
Officer compensation policy

Supplementary pension benefits

-

-

n/a

TOTAL COMPENSATION PAID DURING THE FISCALYEAR OR GRANTED IN RESPECT OF THE FISCALYEAR TO THE CHIEF EXECUTIVE OFFICER (1)1,541,683 4,343,840

TOTAL COMPENSATION PAID OR GRANTED IN
RESPECT OF THE FISCAL YEAR TO ALL CORPORATEOFFICERS (1)4,254,579 5,330,340(1)Compensations which will be paid or granted to Executive Corporate Officers in compliance with the compensation policies approved by the May 20, 2021 Shareholders’Meeting, the 2020 variable compensation being the amount paid post the 25% reduction in the context of the health crisis tied to the Covid-19 pandemic.

In addition to the above items, in accordance with Order 2019-1234
of November 27, 2019, concerning compensation paid to corporate
officers of listed companies, it is specified that:— the results of the votes on compensation at the previous
Shareholders’ Meeting of May 20, 2021, were as follows:–— the Group’s compensation policy does not include the useof a clause enabling it to demand repayment of variable
compensation;— in the event of failure to apply the law on gender equality
within the Board of Directors, directors’ compensation
would be suspended;— the compensation policy has been applied in the manner
described and voted last year during the Shareholders’Meeting of May 20, 2021;

102–

the resolutions relating to votes on ex-post resolutions
were approved by 97.99% for the Chairman and Chief
Executive Officer, 98.34% for the Chief Operating
Officers, 99.92% for the Chairman of the Board, 94.37%
for the Chief Executive Officer and 98.86% for the
Directors,
the resolutions relating to votes on ex-ante resolutions
were approved by 93.03% for the Chief Executive Officer,
98.03% for the Chairman of the Board and 99.97% for the
Directors.

2021 UNIVERSAL REGISTRATION DOCUMENT

CORPORATE GOVERNANCE
Compensation of corporate officers

Compensation multiples – Equity ratio
Scope

Methodology

Pursuant to Article L. 225-37-3-6° of the French Commercial Code,the Group is required to calculate, over a five-year period, the ratio
between the compensation of each Executive Corporate Officer
and the average and median compensation on a full-time equivalentbasis of employees of the relevant scope (excluding corporate
officers). The scope adopted by the Group encompasses French
companies of the economic and social unit to which has been addedsince 2020, following the acquisition of Altran, all Altran French
legal entities. France, which is the Group’s home country and thesecond largest country in size, is considered the natural reference
scope for calculating these ratios, with the Group holding company
and over half the Group Executive Board members also based in
France. The scope considered therefore includes over 99.9% of
the French legal entities workforce.

The calculations were performed in accordance with AFEP
guidelines and include all compensation components paid during
the relevant year, both in the numerator and in the denominator(fixed, variable, exceptional and deferred compensation, benefits inkind, profit-sharing, incentive payments, social contributions, etc.),
as well as the IFRS valuation of shares granted during the relevant
year and for the Executive Corporate Officers, the long savings
plan granted for the year if any. The denominator includes active
employees present throughout the relevant year, on a full-time
equivalent basis. Interns, trainees, sabbaticals and long-term
absences are therefore not taken into consideration in the employee
average. These rules are also the ones applied to the Altran legal
entities integrated since 2020 in the calculation. Furthermore, given
the change in governance during 2020, the salaries of corporate
officers in respect of 2020 have been recalculated on a full-yearbasis and each Executive Corporate Director has been reported
in the table below on an annualized basis for 2020.
It is also reminded that the reduction in the 2020 compensationin relation to the Covid crisis needs to be taken into consideration
when looking at the trend between 2021 and 2020 and the restatedtrend has been added in the below table to account of this change.

CAPGEMINI

103

2.

CORPORATE GOVERNANCE
Compensation of corporate officers

Ratios related to I.6° and 7° of Article L. 22-10-9 of French Code de CommerceYear

Comments

2017

2018

2020 (1)2021

2021‑2020exc. Covid
impact2020 (5)

n/a

33.3%

0%

3.7% -43.2% (2)

n/a

n/a

18.3%

5.4%

-49.7% (2)

n/a

2.7%

-5.2% (3)

3.8%

10.9

13.8

n/a

26.6%
n/a

2019

Executive directors paid or granted annualized
gross compensation trends (in k€)

2.

Chairman of the Board – P. HERMELIN:
Year on year trend in %Since May 20, 2020

Chairman and CEO – P. hERMELIN:
Year on year trend in %From May 24, 2012
to May 20, 2020

CEO – A. EZZAT:Year on year trend in %Since May 20, 2020

COO – A. EZZAT:Year on year trend in %From January 1, 2018
to May 20,2020

1.6%

-3.3%

4%

Average for employees present full year paid or
granted gross compensation trends (in k€): French scopeYear on year evolution in %Altran since 2020

2.6%

1.1%

3.8%

Ratios trend vs. fully loaded average
Chairman of the Board – P. HERMELIN
Year on year trend in %Since May 20, 2020

Chairman and CEO – P. hERMELIN
Year on year trend in %From 24/5 2012 to
May 20, 2020

80.5

74.4

76.9

2.7%

-7.7%

3.4%

-37.9%

n/a

63.8 (4)

73,1.

(4)

n/a

14.6%

0.4%

54.1

30.9 (2)

n/a

4.7%

-42.9%

n/a

2.0%-2.7% (3)

2.0%

13.3

17.2

n/a

28.5%

CEO – A. EZZAT
Year on year trend in %Since May 20, 2020

COO – A. EZZAT
Year on year trend in %-3.4%

47.7 (2)51.7
From 1/1/2018 to
May 20,2020Median for employees present full year paid or
granted gross compensation trends (in k€)
Evolution in %Altran since 2020

1.1%

1.3%

2.0%

Ratios trend vs. fully loaded median
Chairman of the Board– P. hERMELIN
Year on year trend in %Since May 20, 2020

Chairman and CEO– P. hERMELIN
Year on year trend in %From 24/5 2012 to
May 20, 2020

100.6

92.5

96.4

58.3 (2)

n/a

4.2%

-8.0%

4.2%

-39.5%

n/a

77.9 (4)

90.6

(4)

1.9%

CEO – A. EZZAT
Year on year trend in %Since May 20, 2020

COO – A. EZZAT
Year on year trend in %

(1)
(2)
(3)
(4)
(5)

64.3
From 1/1/2018 to
May 20,2020

-2.0%

n/a

16.3%

67.9

37.7 (2)

n/a

5.5%

-44.4%

n/a

Integration of Altran in the scope from 2020.
2020 annualized compensation included the impact of the 25% Covid reduction, thus explaining fully the 2021 variation.
Integration of Altran in the scope from 2020 drove a reduction of the average and median employee gross compensation (12% median variance between Capgemini and Altran).
2020 annualized CEO compensation included the 25% Covid reduction impact on fixed and variable components, thus explaining the 2021 variation along with the
improved business performance.
Trend restated to compare the trend excluding the 2020 Covid reduction impact on fixed and variable part.

104

2021 UNIVERSAL REGISTRATION DOCUMENT

CORPORATE GOVERNANCE
Compensation of corporate officers

Trends in compensation, Company performance andaverage compensation
The Chairman and Chief Executive Officer is the Corporate Officer
with the longest tenure in this role over the last five years. The
three other Corporate Officer roles (Chairman of the Board, Chief
Executive Officer and Chief Operating Officer) have a two years’
tenure over this period. The compensation changes related tothese three roles over the period are related to the Group’s annual
performance impact compared to annual objectives on the variable
part and to the valuation of the granted performance shares. The
Chairman and Chief Executive Officer compensation for 2020 has
Key Performance Indicator trends (in millions of euros)

reduced significantly due to the lack of performance shares grantin 2020 (mandate ended in May 2020) and to the impact of the 25%
reduction in relation to the Covid-19 crisis which has impacted aswell, the Chief Executive Officer.
With regard to the global performance recorded over the period,
whether in terms of growth (+45%) or profitability (+57%), trends
in the Chairman and Chief Executive Officer’s compensation
and Chief Executive Officer reflect the ambitious nature of theGroup’s objectives. At the same time, the average compensation of
employees’ active full year in the consolidation scope has positively
evolved over the period.
2017

2018

2019

2020

2021

Revenues

12,525

13,197

14,125

15,84818,160Year on year trend in %

-0.1%

5.4%

7%

12.2%

14.6%

Operating margin

1,493

1,597

1,741

1,879

2,340

Year on year trend in %

3.7%

7%

9%

7.9%

24.5%

2021‑2017

45%

57%

2.3.4 Stock subscription options, stock purchase options andperformance shares
The following tables present a breakdown of stock options andperformance shares granted to, exercised by or vested to Executive
Corporate Officers during 2021 and historical information on stock
options and performance shares granted.

It should be noted that no stock options have been granted by
the Group since 2009.

Plan dateand number

Number and type(purchase or
subscription)of options granted
during the year

Value of options
using the method
adopted in the
consolidated
financialstatements

Strikeprice

ExerciseperiodPaul hERMELIN

n/a

n/a

n/a

n/a

n/a

Aiman EZZAT

n/a

n/a

n/a

n/a

n/a

Plan dateand number

Number ofoptions exercised
during the year

Strikeprice

ExerciseperiodPaul hERMELIN

n/a

n/a

n/a

n/a

Aiman EZZAT

n/a

n/a

n/a

n/a

Stock options granted during the year
to each Executive Corporate Officer byCapgemini SE and/or any other Group
company

Stock options exercised during the year
by each Executive Corporate Officer

Performance shares
granted during the year toeach Executive Corporate
Officer by Capgemini SE
and/or any other Group
company

Aiman EZZATCAPGEMINI

Plan dateand number

14th plan of
10/06/2021

Theoreticalmaximum numberof shares granted
during the year

Value of sharescalculated using
the method
adopted in the
consolidated
financialstatements

Potential
vestingdate

Potential
availability
date

18,500€2,399,160

10/08/2024

Later of theend of his termof office and10/08/2025

Performance
conditions

More detail on
performance
conditions canbe found in
Note 12 of theConsolidated
Statements

105

2.

CORPORATE GOVERNANCE
Compensation of corporate officers

2.

Performance shares vested to each Executive
Corporate Officer

Plan date and number

Number of
performance
shares vested
during the year

Paul hERMELIN

11th plan October 2018

Aiman EZZAT

11th plan October 2018

Vesting
conditions

Year ofgrant

26,040

Performanceand presence

2018

15,345

Performanceand presence

2018

Historical information concerning stock options granted to Corporate Officers
The Group has not granted any stock options since 2009 and the last grant performed on June 1, 2008 expired in 2013.

Historical information concerning performance shares – position at December 31, 2021
Plans ended
Plan number

2009 Plan

2010 Plan

2012 Plan

2013 Plan

2014 Plan

2015 Plan

Grant date

03/05/2009

10/01/2010

12/12/2012

02/20/2013

07/30/2014

07/29/2015

1,148,250

1,555,000

1,003,500

1,209,100

1,290,500

1,068,550

o/w to Paul HERMELIN*

50,000(nil)

50,00050,00050,00040,000

Number of shares vested

485,750

881,048882,500

1,014,700

1,065,000

881,510o/w to Paul HERMELIN*

25,000(nil)

50,00050,00050,00039,200

Cumulative number ofshares canceled or expired

662,500

673,952

121,000

194,400

225,500

187,040

Number of performance shares
initially granted

Vesting date – France

03/05/2011

10/01/2012

01/01/2015

03/01/2015

08/01/2016

03/01/2018

Vesting date – outside France

03/05/2013

10/01/2014

01/01/2017

03/01/2017

08/01/2018

08/01/2019

End of holding period – France

03/05/2013

10/01/2014

01/01/2019

03/01/2019

08/01/2020

03/01/2021

End of holding period – outside France

03/05/2013

10/01/2014

01/01/2017

03/01/2017

08/01/2018

08/01/2019

23.3

37.16

33.15

36.53

53.35

87.6

Share price at grant date (in euros)*

Complete historical information on active performance share plans in 2021 is provided in Note 12 to the Consolidated Financial Statements.

Plan number

2015 Plan

2016 Plan

2017 Plan

2017 Plan

Grant date

02/17/2016

07/26/2016

07/26/2017

10/05/2017

180,500

1,663,500

63,597

1,522,500(nil)

42,000(nil)

35,000111,200

1,178,005

32,324

984,690n/a

37,800n/a

28,00069,300485,495

31,213537,810

Vesting date – France

03/01/2018

08/01/2019

n/a

10/05/2020

Vesting date – outside France

03/01/2020

08/01/2020

08/01/2020

10/05/2021

End of holding period – France

03/01/2020

08/01/2021

n/a

10/05/2022

End of holding period – outside France

03/01/2020

08/01/2020

08/01/2020

10/05/2021

71.61

83.78

94.2

100.25

Number of performance shares initially granted
o/w to Paul HERMELIN*
Number of shares vested
o/w to Paul HERMELIN*
Cumulative number of shares canceled or expired

Share price at grant date (in euros)*

Complete historical information on active performance share plans in 2021 is provided in Note 12 to the Consolidated Financial Statements.

106

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CORPORATE GOVERNANCE
Compensation of corporate officers

Active plans
Plan number

2018 Plan

2019 Plan

2020 Plan

2021 Plan

2021 Plan

Shareholders’ Meeting

05/23/2018

05/23/2019

05/20/2020

05/20/2021

05/20/2021

Grant date

10/03/2018

10/02/2019

10/07/2020

10/06/2021

12/01/2021

1,384,530

1,523,015

1,900,000

1,834,500

14,325o/w to Paul HERMELIN*

Number of performance shares initially granted

28,00028,000‑‑‑o/w to Aiman EZZAT*

16,50019,00025,00018,500

‑

n/a

n/a

n/a

n/a

n/a

o/w to Paul HERMELIN*

26,040

n/a

‑

‑

‑

o/w to Aiman EZZAT*

15,345

n/a

n/a

n/a

n/a

Cumulative number of shares canceled or expired

260,344

157,353

124,145

37,770-

Number of shares potentially available
for grant at the end of 2021

792,032

1,365,662

1,775,855

1,796,730

14,325o/w to Paul HERMELIN*‑

28,000‑‑‑o/w to Aiman EZZAT*‑

19,00025,00018,500‑

Number of shares vested

Vesting date – France

10/03/2021

10/02/2022

10/07/2023

10/08/2024

n/a

Vesting date – outside France

10/03/2022

10/02/2023

10/07/2024

10/08/2025

12/01/2024

End of holding period – France

10/03/2023

10/02/2024

10/07/2024

10/08/2025

n/a

End of holding period – outside France

10/03/2022

10/02/2023

10/07/2024

10/08/2025

12/01/2024

112.35107.35

107.55

175.65

207.3

Share price at grant date (in euros)*

Complete historical information on active performance share plans in 2021 is provided in Note 12 to the Consolidated Financial.

Historical information concerning stock options granted to the top ten employees(non-Executive Corporate Officers)
Stock options granted by Capgemini SE to the ten employees (nonExecutive Corporate Officers) having received the greatest numberof shares and the number of shares vested to the ten employees(non-Executive Corporate Officers) having thus subscribed for thegreatest number of shares are as follows:

Total numberof stock
options
granted/exercised

Weighted
averageprice

PlannumberOptions granted during the year by Capgemini SE to the ten employeesof all eligible companies having received the greatest number of shares

Nil

n/a

No

Options exercised (held previously on Capgemini SE) by the ten Group
employees having exercised the greatest number of shares

Nil

n/a

No

Stock options granted to/exercised by the ten employees(non-Executive Corporate Officers)having received the greatest number of shares

Performance shares granted by Capgemini SE to the ten employees(non-Executive Corporate Officers) having received the greatest
number of shares and the number of performance shares vested

to the ten employees (non-Executive Corporate Officers) holding
the greatest number of vested shares are as follows:

Performance shares granted/vested to the ten employees(non-Executive Corporate Officers)having received the greatest number of shares

Total numberof shares
vested/grantedPlannumberPerformance shares granted during the year by Capgemini SE to the ten
employees of all eligible companies having received the greatest number of shares

99,00014th Performance share plan

Performance shares (held previously on Capgemini SE) of the ten Group
employees holding the greatest number of vested shares

84,47010th and 11th share
grant plans

CAPGEMINI

107

2.

CORPORATE GOVERNANCE

2.

108

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3.
Risks and Internal Control
3.1

Internal control and risk management systems

110

3.1.1

Definition of the internal control and risk management systems . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110

3.1.2

Implementation of risk management and internal control objectives for the preparation andprocessing of financial and accounting information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112

3.1.3

Measures implemented as part of constant improvements to risk management andinternal control systems . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114

3.2

Risk factors

3.2.1

Critical risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116

3.2.2

Corporate & Social Responsibility Materiality Assessment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125

3.3

Insurance

CAPGEMINI

115

126

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RISKS AND INTERNAL CONTROLInternal control and risk management systems

3.1

Internal control and risk management systems

This Section was drafted jointly by several Group internal stakeholders.
The departments that play a key role in identifying and controllingmajor risks include particularly the Internal Audit, Ethics, Compliance,
Finance, Risk & Insurance, Legal, Human Resources, Security andMobility Departments.

3.1.1

Definition of the internal control and risk management systemsa) Framework
The Group builds on the reference framework and the application
guidance published initially in January 2007 and updated on July 22,2010 by the French Financial Markets Authority (AMF).

3.

In accordance with the Law of July 3, 2008, this Section was reviewed
and approved by the Board of Directors on February 14, 2022,
following a review by the Audit & Risk Committee.

The risk management and internal control systems contribute tocontrolling the activities of the Group and satisfy complementary
objectives.

b) Objectives of the internal control and risk
management systems
The Group’s internal control and risk management systems seek
to create and protect the Group’s value, assets and reputation,and identify and measure the major risks to which the Group is
exposed, anticipate and foresee changes in these risks and finallyimplement risk prevention and transfer measures.
In this context, Capgemini has defined and implemented a control
system that seeks to ensure:— compliance of management acts with relevant laws andregulations;— compliance with the Group’s seven core values and guidelines
set by the Board of Directors and/or Group Management;— application by the subsidiaries of instructions communicated;— the smooth functioning of the Group’s internal control
processes safeguarding assets;— the reliability of accounting and financial information.

c) Scope of the internal control and risk
management systems
Capgemini ensures the implementation of risk management andinternal control systems covering all consolidated subsidiaries andGroup businesses in 2021.

its actions and, in particular, its business practices. These sevencore values, defined by the Group’s founder Mr. Serge Kampf, arehonesty, boldness, trust, freedom, fun, modesty and team spirit.
One of these values, honesty, is essential as it is the cornerstone
for the rigor and discipline needed to constantly observe the laws
and regulations and internal procedures governing our activities.

General internal control and risk management
principles
Group Management has discussed, drafted approved and distributed
a set of rules and procedures known as the Blue Book. Compliancewith the Blue Book is mandatory for all Group employees. The
Blue Book sets out and comments Capgemini’s seven core values,
sketches out the overall security framework within which theGroup’s activities must be conducted, and, finally, describes thedesired behaviors and specifies the prohibitions applicable in eachof the Group’s main functions.
These principles ensure consistent, efficient and accountable
decision-making. They concern:— delegation of decision-making powers and authorization; thedecision-making process applied within the Group is basedon rules governing the delegation of powers. These rules are
regularly updated, comply with the principle of subsidiarityand define three levels of decision-making depending on
the issues involved, corresponding to the three levels ofCapgemini’s organization:–––

Acquired companies are integrated progressively into the internal
control and risk management systems. All material Group subsidiaries
are currently integrated into the general system presented inthis report.

d) Limitations
While contributing to the improved efficiency of its operational
support functions, the optimal use of resources and good risk
control, this system does not however offer an absolute guaranteeof the control of all possible risks imaginable, no more than it can –irrespective of the skills of the employees performing the controls– guarantee alone the attainment by the Group of all objectives set.

e) Organization of the internal control and risk
management systems
Group Values
Since its creation, Capgemini has placed significant importance oncompliance with the values and principles which guide and inspire110

the Business Unit, for all issues that fall within its remit,
provisions common to the Strategic Business Unit (SBU)
and to the Global Business Line (GBL) for all issues
concerning several Business Units and Business Lines
under its authority,
the Group (Group Management, Group Executive Board,
Executive Committee, central functions, etc.) wherea decision concerns a wider scope than the Strategic
Business Unit and for all transactions that must be
decided at Group level due to their nature (acquisitions,divestments, etc.) and/or transactions with financial
impacts in excess of well-defined materiality thresholds.

This process has been formalized in an “authorization matrix” which
requires both prior consultation and the provision of sufficient
information to the internal parties involved. Recommendations
submitted to the final decision-maker must include the views of
all interested parties as well as an assessment of the advantages
and drawbacks of each of the possible solutions.
— the framework of general policies and procedures; the Blue
Book defines the governance and organization of the Groupand the main principles and basic guidelines underpinning
the Group’s internal control procedures, and sets out theGroup’s requirements in each of the following areas:––

Group key principles,Group organization and governance,

2021 UNIVERSAL REGISTRATION DOCUMENTRISKS AND INTERNAL CONTROLInternal control and risk management systems

–
–
–
–
–
–
–
–

authorization and approval processes,
sales and production rules and guidelines,
risk management, pricing, contracting and legal rules,in the client contract pre-sale phase,financial management, merger, acquisition, divestment
and insurance rules and guidelines,
human resources policies,
Group marketing and communications, knowledge
management and IT directives,procurement policies, including ethical requirements
and supplier selection,
environmental and community policies.

This set of rules and procedures, which has force of law within theGroup, reminds employees of their obligations in this area andinventories the tools and methods which help them control risks
identified in the exercise of the Group’s businesses.
These rules and procedures are updated periodically to reflect
the development of the Group’s business activities and changes
in its environment.

Risk management and internal control stakeholders
The Group developed a risk management system administered by a
Risk Committee and involving various parties operating at different
levels of the organization. These key players are presented below
for each of the three lines of defense.

Governance bodies
The Audit & Risk Committee
The Capgemini SE Board’s Audit & Risk Committee is responsible
for ensuring the existence and monitoring the efficiency of risk
management and internal control systems.
The Audit & Risk Committee is therefore required to review all
systems implemented by Group Management. These reviews cover:— the overall consistency of the systems;— verification that the major risks faced by the Group are
identified and monitored, particularly by reviewing the risk
mapping prepared and updated by the Group Management
Risk Committee;— presentation of new or emerging critical risks;— a review of projects comprising major risks.
Group Management and the Risk Committee
Group Management has delegated to a Risk Committee, created in2016, the definition and implementation of the various activities
relating to the risk management process within the Group. The
Risk Committee, chaired by the Group Chief Financial Officer andcoordinated by the Risk and Insurance Director, is responsible forthe effective implementation of a risk management and internal
control system within the Group. It reports to the Audit & Risk
Committee on all issues concerning these systems.
The Risk Committee brings together the main members of GroupManagement with key players in the risk management process
within the Group. At least two meetings are held annually to discuss
the following main issues:— monitoring of the implementation of risk management andinternal control systems;

CAPGEMINI— identification and prioritizing of risks; the Risk Committee
validates the mapping of the Group’s critical risks;— monitoring of action plans defined and implemented for
critical risks;— the review of new or emerging risks that may be communicatedby the various Business Units.
The Risk Committee is also responsible for:— proposing to the Board of Directors the Group’s acceptablerisk level;— monitoring changes in the Group’s main risks;— selecting the critical risks to be covered by short-term actionplans;— monitoring these action plans in conjunction with the criticalrisk owners, as designated by the Risk Committee;— approving and implementing the risk management andinternal control policy.
The Risk Committee builds on the actions of the Risk and Insurance
Director, who is responsible for coordinating Group risk management
and the managers of the various Business Units and functional
departments.
In this respect, the risk management coordinator:— makes methodology tools and approaches available to thevarious management bodies;— coordinates all risk management activities within the Group;— centralizes and consolidates all work and particularly work
performed by the various critical risk owners;— encourages the sharing of good practices within the Group.
The risk management and internal control system comes from theinteraction between the Risk Committee and other stakeholders,
including the Risk and Insurance Department, Internal Audit, theCompliance Department and the functional departments with risk
expertise, as well as the operating departments that are responsiblefor day-to-day risk management in their specific areas.
1st line of defense: from management to employees
Operations and Business Unit management supplement andadapt the Blue Book drafted by Group Management, by drawing
up detailed internal control procedures which comply with therelevant laws, regulations and customary practices in the country
where they operate, in order to exercise control more effectively
over risks specific to their local market and culture.
Operations and Business Unit management duties include theidentification and control of risks relating to their own environment,in compliance with the rules and procedures implemented andcommunicated by the Group functional departments.
2nd line of defense: functional departments with risk expertise
The various Group functional departments assist the Risk Committeewith the identification and ranking of risks. Each department defines
and rolls out risk control systems in its activity sector and ensures,in particular, the consistency of actions undertaken in the Business
Units. It assists all Group entities by facilitating the sharing of risk
management and internal control best practice.
3rd line of defense: Internal Audit
In accordance with professional standards governing this activity,
the Internal Audit function independently assesses the effectivenessof internal control and risk management procedures given that,

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irrespective of how well they are drafted and how stringently
they are applied, these procedures can only provide reasonableassurance – and not an absolute guarantee – against all risks.
Internal Audit is therefore tasked with:— reviewing the internal control procedures implemented
in the Strategic Business Units and their component legal
entities to ensure that they comply with the generalprinciples and rules laid down by the Group and with certain
specific procedures enabling the elimination or mitigation of
the risks to which they are exposed locally;— auditing the Group’s major contracts considered to present
significant risk.

3.

For over 40 years, the Capgemini group has had a central Internal
Audit function. Its Director reports directly to the Chief Executive
Officer, guaranteeing that the internal audit function is independentof the functions and Business Units audited. At the end of 2021,
the Internal Audit team comprised 31 professionals (full-time
equivalent), representing seven different nationalities and covering
87% of the languages spoken locally in the Group. This significant
internationalization of the Internal Audit team reflects the desire
to accompany the expansion of the Group into new regions of theworld; the Internal Audit Department also has a Bombay deskwith 16 auditors including 4 operational experts specializing in
the review of IT projects.

3.1.2

In 2021, the Internal Audit Department conducted 21 audits of units
belonging to all Group Strategic Business Units representing 35%
of Group revenue; these audits were conducted remotely due tothe restrictive measures adopted in response to the health crisis.
Each audit involved an average of 105 man-days. It concluded with
the issue of an action plan that management of the unit audited
undertook to implement as quickly as possible in order to improveor correct the internal control weaknesses identified by the audit.
The Internal Audit Department uses a tool deployed across theGroup that enables it to monitor in real-time the implementation ofaction plans defined by local management following audits. Close
attention is paid to actions plans considered a priority.
The Internal Audit Director presents twice annually to the Capgemini SE
Board’s Audit & Risk Committee a comprehensive report on thedepartment’s work, particularly regarding the efficiency of internal
control and risk management in the preparation and processingof financial and accounting information.

Implementation of risk management and internal control objectives
for the preparation and processing of financial and accounting
information

These procedures ensure application of and compliance withaccounting and financial rules defined by the Group relating tobudgets and forecasts, operational reporting, consolidation,
financial control and financial communications.

a) Financial and accounting structure
The Group’s financial functions are integrated into the operating
structure, that is, both Business Units and countries. They haveaccess to common resources encompassing accounting rules andprocedures, information and management systems and sharedservice centers.
Each Business Unit has a dedicated financial controller (reportingto the corresponding Strategic Business Unit’s financial controller)
who is responsible for ensuring that the results of its activities
are accurately reported in the accounts in accordance with Groupaccounting rules and methods. The financial controller verifies that
services are correctly billed and paid, checks profit estimates forongoing projects and assesses their accounting impact, and attests
to the quality of the information contained in the financial reports
and accounting packages used as the basis for preparing the Group’s
consolidated financial statements. The Strategic Business Unitfinancial controllers, whose main responsibility is to ensure thathigh-quality financial and accounting information is reported tothe parent company on a timely basis, report to the Group Chief
Financial Officer in order to safeguard the independence required
when preparing accounting results. Financial control is, therefore,
decentralized.
The countries and geographic areas have a Legal Financial Director,
whose duties and responsibilities include rolling-out Group systems
and procedures in the country, helping maintain an effective
internal control environment, ensuring that all financial staff inthe country or region are well-versed in the Group’s accounting

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Each Business Unit is audited under a 3-year program covering theentire Group. Its recording in the annual internal audit planningdepends on the outcome of the previous audit and its level of risk
exposure: the Chief Executive Officer has the power to modify thisprogram in the event of an emergency (delays and irregularities,
major divergence from budgetary commitments, etc.). At the requestof the Chief Executive Officer, the Internal Audit Department may
also perform special assignments to review specific situations.

policies and methods, checking compliance with local taxationand statutory reporting requirements, liaising with shared service
centers and the Statutory auditors, setting accounts closing andfinancial reporting timetables, signing off on the consolidation
packages of the subsidiaries under his or her authority, signing
the representation letter, jointly with the head of the Business
Unit, and bringing any and all matters that he or she sees fit to
the attention of the Group Chief Financial Officer.
All financial staff are required to apply the Group’s accounting
procedures and policies contained in the TransFORM manual,
which sets out:
—
—
—
—
—

the strict rules of internal control;
what information must be reported, when, and how often;
management rules and procedures;accounting policies, rules and methods;
performance measures.

In addition, the Group has a global integrated management system(GFS). The application as a whole migrated to the publisher’slatest version on January 1, 2015, and its roll-out in the Group’s
subsidiaries continued during 2021. The desired uniformity ofmanagement systems is therefore a step closer, strengthening
the control environment.
Finally, the shared service centers pool the accounting processing
resources of the Group’s subsidiaries. The main centers are locatedin Cracow (Poland) and Kolkata (India). These various centers areconsolidated within a globalized structure.

b) Budgets, forecasts, reporting and consolidation
In order to exercise effective control over their operations, theGroup requires Business Units to submit weekly, monthly, quarterly,
half-yearly and annual reports of all budget, forecast, operational

2021 UNIVERSAL REGISTRATION DOCUMENTRISKS AND INTERNAL CONTROLInternal control and risk management systems

and accounting information required for the general managementof the Group as follows:— budget and forecasting process; budgets form the basic
building blocks in the management control process. They
are debated and negotiated at length between the different
Group Business Unit managers and their superiors, witheach budgetary item decided based on past performance,
the Group’s chosen strategic priorities and available
information concerning expected market trends. GroupManagement sets quantified targets for each geographic
area, Strategic Business Unit and their component Business
Units. The budget preparation process is a key moment in
the relationship between the different levels of the Group’s
management and makes it possible to substantially link thevariable portion of the compensation paid to Business Unit
managers to the attainment of the budgetary targets of
their Business Unit and the next level Business Unit to which
they belong. A forecast operating Income Statement (for thecurrent month, the following six months and the full year) is
prepared monthly by each Business Unit manager. Variancesfrom the budget are analyzed so that any corrective actionplans that may be needed can be drawn up as quickly as
possible;— operational reporting process; information reporting is
mainly structured by geographic area and business. This
allows revenues and costs to be analyzed on a monthly basis
both by type and function, and performance measures tobe updated and compared with the budget (A/B), the latest
forecasts (A/F) and prior-year figures (A/A). A monthly
management report is prepared for each Strategic Business
Unit jointly by the manager and financial controller and is
submitted to Group Management for review. This report
gives a detailed breakdown of actual performance, forecasts
for the following six months and actions taken in the eventof material variances between actual and budget figures.
Reconciliations are performed systematically to ensure that
financial information derived from the operational reporting
system is consistent with the consolidated financial
information provided by the legal entities within the Group;— consolidation process; at each yearly or half-yearly closing,
the scope of consolidation is updated at Group level by
the Finance Department and validated by the Legal Affairs
Department. Written instructions are issued providing theschedule for period-end tasks (particularly the reconciliationof inter-company transaction balances), highlighting current
accounting issues requiring specific attention, and describing
the control procedures applied during the preparation of theconsolidated financial statements. Each yearly and half-yearlyclosing is preceded by a hard-close phase based on theaccounts closed at November 30 and May 31, respectively.
The consolidation process is based on accounting packages bygeographic area, which must be signed off by the person responsible
for preparing them. Income statements, balance sheets and otherkey management indicators required for subsequent analysis are
stored in a single database maintained at Group level. Access tothis information system is strictly controlled.
During each annual closing period, the Finance Department sends
out a questionnaire to all subsidiaries covering the application ofgeneral internal control principles and procedures relating to theprocessing of reported financial and accounting information. These
questionnaires are analyzed for any irregularities and corrective
measures devised where appropriate.

CAPGEMINIc) Financial information
Financial information and its communication are subject to specificcontrols at half-year and annual period ends. These include:— a systematic review carried out with the assistance of theLegal Department of all material operations and transactions
occurring during the period;— a procedure to identify, collate and report off-balance sheet
commitments and any other information liable to havesignificant repercussions on the financial position of theGroup or one of its subsidiaries at the period-end;— a review of the tax position of each of the Group’s legal
entities;— a review of the value of intangible assets;— a detailed analysis of the statement of cash flows.
The controls described above and carried out by the Finance
Department are supplemented by the work of two independentbodies tasked with carrying out checks on the internal control
environment and verifying the quality of the financial statements:
the internal auditors and the Statutory auditors:— Internal Audit; based on a program covering the Group’s
Business Units, drawn up in agreement with the Chief
Executive Officer (to whom it reports directly), Internal
Audit is responsible for carrying out controls to ensurethat procedures relating to the safeguarding of assets, thevaluation of work-in-progress, the actual amount of tradeaccounts receivable, and the proper recognition of liabilities,
are applied in each Business Unit in accordance with therules and methods established by the Group. In particular,Internal Audit is required to pay special attention to revenue
recognition methods and to controlling the percentage
of completion of projects, so as to ensure that these areaccounted for on the basis of rigorous, up-to-date technicalassessments. The Internal Audit brief also includes a reviewof the procedures and controls in place within the Business
Unit to ensure the security and validity of transactions andaccounting entries;— the Statutory auditors, who it needs merely be noted here,
carry out a review of internal control procedures with
an impact on the preparation and quality of the financial
statements as part of their audit engagement.
Communicating financial information is subject to rigorous internal
control, with a particular focus on three key media used to reportfinancial information:— the Half-Year Financial Report, the Annual Report and the
Universal Registration Document;— financial press releases;— analyst and investor meetings.
The financial reports and Universal Registration Document comprise
all the information that must be provided pursuant to legal andregulatory requirements and are drawn up under the responsibilityof the Finance Department.
Financial press releases are only published further to formal
validation of the Board of Directors or the Chief Executive Officer.
Financial press releases are published outside the trading hoursof the Paris Stock Exchange, except in exceptional circumstances.
Analyst and investor meetings are subject to specific preparation,and their content is presented to the Board of Directors prior tosuch meetings. This preparatory work is then used as a framework
for comments and explanations provided by the Chief Executive
Officer, the Chief Financial Officer, or employees in charge ofinvestor relations during the meetings.

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3.1.3

Measures implemented as part of constant improvements to risk
management and internal control systemsa) Focus on the main measures implemented in 2021
During 2021, the Group implemented and continued to deploy anumber of measures aimed at rolling-out and standardizing processes
and procedures within the Group that will strengthen the control
environment and enhance risk management within Capgemini.
Among these measures, the following may be highlighted:— internal communication of the Group risk management
policy;— continued monitoring and improvement of critical risk actionplans;

3.

— finalization of the roll-out of the Group’s ethics helpline,
SpeakUP, including to Altran employees, except in Germany
where the roll-out is scheduled for 2022;— launch of a new online training course on the Code ofBusiness Conduct, “Ethics@Capgemini”;— internal and external publication of a new Code of Ethics for
artificial intelligence;— internal and external publication of a new Group Human
Rights Policy;— review and completion of the Capgemini risk universe
to include emerging corporate social and environmental
responsibility issues;— continued roll-out within the Group of a talent strategic
review management system to identify the strengths andweaknesses of the management teams and document
succession plans;— update of the risk mapping including the identification andassessment of critical risks at Group level;— roll-out of the supplier integrity assessment program fromsupplier creation;— local review of risks in various countries (Germany,
Switzerland, France, etc.);— enhancing external expenditure management tools andrelated key indicators aimed at strengthening control over
our supplier relationships;— continued roll-out of the audit program of internal andexternal risks at Group operating sites, in partnership withan external consultant, covering damage to assets and theenvironment and health and Safety issues;— implementation of a project to boost the resilience of the
Corporate Directory and a unified process to manage security
incidents and personal data breaches;— strengthening of cyber risk management processes covering
the supply chain (with our clients, suppliers and partners)
and acquisitions;— roll-out of the Group IT network access control tool, extended
to cover functional applications and integrating segregationof duty control rules and roll-out of access in SSO (Single
Sign-On) mode for the Group’s main financial applications;— integration of Altran into the data protection program
ensuring its compliance with Capgemini’s Binding Corporate
Rules;— strengthening of data protection risk management
procedures across Capgemini’s entire ecosystem;— consolidation of Altran and Capgemini anti-corruption risk
mapping that each group had rolled out prior to their merger
and drafting of new action plans based on this mapping;— continued monitoring and improvement of action plans
relating to the Group anti-corruption program;— updating of non-financial risk mapping (including risks
covered by the Duty of Care Law), after consultation withinternal and external stakeholders and alignment with theGroup risk universe;— updating of the materiality matrix after consultation withinternal and external stakeholders;— creation of a human rights risk mapping in consultation withinternal and external stakeholders;114— roll-out of a client integrity assessment program;— set-up, in connection with the Altran integration, of a global
network of legal advisors to support Capgemini Engineering
operational teams, and strengthening of legal expertise in
the Engineering and Research & Development sectors;— roll-out of an internal Anti-trust policy at Capgemini
Engineering.

b) Constant improvement measures in 2022
The risk management process will continue to be rolled out in 2022
based on the most recent risk mapping updated at the end of 2021.
Close attention will be paid to the consistency of the internal audit
plan (3rd line of defense) with the actions implemented to reduce
critical risks, taking into account risk location.
As part of measures to strengthen risk management and internal
control systems, in 2022 the Group will also:— continue monitoring and improving critical risk action plans;— roll out a tool supporting the risk management approach(risk management information system);— launch a three-year Cyber program leveraging 3 pillars: (1)“zero trust” architecture (unified identity management,
micro-segmentation, conditional access to applications),(2) building of capacities (increase and development of
resources, Cyber Defense Centers), (3) operational support(anticipation of sector threats, incident management);— strengthen and automate cyber risk management, ensuring
alignment with financial issues and regular adaptation of
resources to changing threats and impacts;— launch a global certification program for the information
security management system (ISO27001) and data protection(ISO27701), through a joint Group Data Protection, Group
Delivery and Group Cybersecurity initiative;

2021 UNIVERSAL REGISTRATION DOCUMENTRISKS AND INTERNAL CONTROL
Risk factors— continue to improve the monitoring of guarantees provided
by our ecosystem of service providers with regard to dataprotection and cybersecurity at the time of their selection
and throughout our contractual relations;— reinforce end-to-end digital privacy control in client projects;— continue auditing to assess the compliance of our client
commitments with our data protection program and client
requirements as defined in the contracts;— continuously monitor new laws on data protection,
cybersecurity and new technologies to tailor our programand propose a road map adapted to Capgemini’s various
activities;— continue to roll out a new conflict of interest management
tool in the Group, Declare;— develop and roll out a program on our commitment to theGroup human Rights Policy, including a new training module
for all Group employees;— analyze alerts on breaches of our Human Rights Policy asreported in SpeakUP;— consolidate Altran historical suppliers in a single databaseand roll-out a common referencing process for new suppliers;— incorporate ESG and Carbon objectives into procurement
processes;— roll out a plan to accelerate the mitigation of ethical andcorruption risks involving the Group’s historical suppliers;— incorporate the ESG approach into Supplier Standards ofConduct;— continue drafting and monitoring action plans andperformance indicators for material risks identified when
mapping non-financial risks and overseeing the vigilance
plan;— continue updating local anti-corruption risk mapping in all
countries where Capgemini operates and drawing up related
action plans, where necessary;— continue monitoring and improving the anti-corruption
program, mainly by boosting controls over the program’s
effective application;— test all Group employees on our Code of Business Ethics aspart of a new annual certification via our training module
Ethics@Capgemini;— roll out the new Commercial and Contract Management
organization, with the set-up of a general function to help
continuously improve contractual risk management in preand post-sale phases;— conduct a risk mapping of safety risks at Group level and bycountry;— strengthen the Group’s regulatory organization and rules,
particularly for export control;— deploy a network of security officers by country in keepingwith the set-up of a Group Security function;— hire young graduates in all countries by improving
recruitment processes and good practices, in coordination
with operations;— publish safety policies on the knowledge of security incidents
and reporting processes via a renewed and dedicatedintranet site;— accelerate talent mobility initiatives to develop our internal
resources;— continue the roll-out of the new procurement management
application in the majority of countries;— set up a predictive analysis approach for attrition to notify
operations;— enhance external expenditure management tools andrelated key indicators aimed at strengthening control over
our supplier relationships;— develop the 360° feedback program for all VPs, andimplement the new leadership model;

3.2— set up regular dialog with Group talents and the validation of
succession plans.

Risk factors

Covid-19
From the outset of the Covid-19 pandemic crisis, the Group
implemented prevention and protection measures covering all
employees and stakeholders and constantly ensured compliance withdecisions and recommendations issued by local public authorities.
In addition, the Group continued to implement business continuity
plans efficiently drafted and deployed in 2020 to maintain thequality of services delivered to clients.
The special management unit tasked with monitoring crisis
management decisions reports directly to the Group Executive
Committee. This unit implemented a series of Group instructions,
protocols and processes, that are adapted in line with pandemic
developments to manage the crisis on two fronts:

EMPLOYEE SAFETY with the implementation of the following
measures:
—
—
—
—
—
—
—
—
—

CAPGEMINI

ban on all but essential travel;
ban on international meetings;
postponement and cancellation of planned events;
information campaign on preventive measures and hygieneprecautions;placing of at-risk employees in “14-day self-isolation”;
site supplies: anti-bacterial hand wash, masks, temperature
readers, CO2 sensors, air handler disinfecting;filtering of visitors and limited access to vaccinated or tested
employees according to the rules in force;
set-up of a psychological support program;
implementation of a site cleaning and disinfection program;

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Risk factors— implementation of a vaccination campaign monitoring unit
takipng account of prevailing rules in different countries;— vaccination campaigns financed by the Group, wherepermitted by national rules (e.g. India).
BUSINESS CONTINUITY with the massive roll-out of systematic
home working in all countries impacted by the pandemic and theintroduction of operational rotation for the engagements thatmust be conducted on-site.
The Group has already adopted distributed delivery models for anumber of years, supported by several sites spread around the worldand using cutting-edge digital and on-line collaborative working
tools. Home working has therefore been widely deployed acrossthe whole Group, in agreement with our clients, to guarantee thebusiness continuity and the safety of our employees. An extremely
limited number of activities which, due to their nature, cannot be
performed remotely, are conducted on an individual case basis byrotating teams, with the appropriate health and Safety measures
implemented.

3.

Thanks to good planning and rapid execution, capitalizing on
internal investment in these technologies, Capgemini enjoys one

3.2.1

In this context, the Group has implemented a systematic anddynamic risk management process in order to ensure the proper
conduct of business and the attainment of the various strategic
objectives, structured around four key stages – identification,prioritizing, processing and steering.
The Group has an up-to-date and consolidated overview of its
key risk exposures, including emerging risks, thanks to the risk
mapping exercise and has defined a specific risk strategy for eachrisk considered critical.
The different risks are presented below by category and decreasingorder of criticality (reflecting a combination of the estimatedimpact and potential probability) within each of these categories:
strategy and market risks;
operational risks;
security risks;
legal and regulatory risks;
human resource risks;
reputation risks.

The Group may also be exposed to financial risks (e.g., liquidity
risk, currency risk, interest rate risk, credit risk or risk relating topensions and other post-employment benefits) which are notcurrently identified as critical. For further information on thesefinancial risks, please refer to Section 5 of the consolidated financial
statements.
The assessment is made on the basis of net risk (after taking into
account risk management measures implemented).

a) Identification of risks
Capgemini updated the mapping of its major risks at the end of2021, during which it assessed the risks likely to have a significant
negative impact on its activity, financial position or results. This
analysis focused on risks identified in 2020 while seeking to detect
new emerging risks. The risk relating to digital inclusion, one of116

The Covid-19 unit meets regularly and coordinates with local units
in each of the countries where the Group is present. It ensures
the application of Group rules, the consistency of communication
inside and outside the Group and regularly informs the Executive
Committee on the situation.
At this stage, the Group considers that it is in a position, notably
thanks to its digital capabilities, to ensure the continuity of all theservices currently requested by its clients. Nonetheless, future
developments in the coronavirus pandemic and uncertainties as
to its duration could very significantly increase the level of risk
associated with the environment in which the Group operates.
Beyond these aspects and more broadly, the Covid-19 global
pandemic impacted a certain number of risks. These impacts weretaken into account when updating the risk mapping, as was thecase in 2020. Therefore, for each risk identified, the repercussionsof Covid-19 were considered in order to analyze their influence on
the impact of the risk and/or its probability of occurring.

Critical risks

The analysis of the risks to which the Group’s activities are exposed
is an integral part of the Group’s various decision-making processes,
whether for short-term annual plans or mid-term strategic plans.

—
—
—
—
—
—

of the most extensive rates of home working in this sector, acrossall its activities worldwide.

the pillars of our corporate social and environmental responsibility
policy, was included in the risk register for assessment.
As indicated above, the Covid-19 pandemic was taken into accountfor each risk identified when assessing its impact and probabilityof occurrence. The risks presented below are the result of thisanalysis work.
It remains possible that changes in economic conditions or thelegal environment could give rise to certain risks not currently
identified as critical that could impact the results of the Group,
its objectives, reputation or the share price.
Note that no new critical risks were identified by the 2021 review.

b) Strategy and market risksMarket downturn
Risk factors
Broadly speaking, a major crisis impacting the financial markets or
unfavorable trends in macro-economic indicators could potentiallyrestrict the Group’s ability to attain its objectives and continue its
development.
Ongoing development s in the coronavirus pandemic anduncertainties as to its duration are potentially aggravating factorsthat could increase the risk of a slowdown in the market impacting
the environment in which the Group operates. The impacts of thisongoing pandemic could be felt at several levels.
Although digital investments generally accelerated during thevarious pandemic waves, the Group’s growth and financial results
could be adversely affected by a downturn in the services sector
in which the Group operates, or in one of Capgemini’s other key
client business segments. A continued slowdown in the activityof certain industries in which our clients operate could also limit
their ability to invest.
The main risk factors likely to have an impact on our business modeland that of our clients are as follows:— rising bank interest rates that could potentially impact thecost of debt;

2021 UNIVERSAL REGISTRATION DOCUMENTRISKS AND INTERNAL CONTROL
Risk factors— rising inflation rates that could have an impact on margins;— a new supply chain disruption that could limit our clients’ability to generate revenues;— regional closures with an impact on the use of our workforce;— local instability with an impact on talent mobility and security;— demand for “digital talents”, resulting in wage increases anda high attrition rate.
The possibility of a business downturn, whether global or regional,
increases with geopolitical tension in different areas of the world(e.g. protectionist measures, multilateral trade tensions). Eachof these impacts, as well as other impacts not anticipated by theGroup, could have a negative impact on its activities, operating
performance, financial position and cash flow generation.

Risk management systems
The Group is organized into Strategic Business Units covering
different global regions and national Business Units (close to theirtarget market) in order to quickly understand market changes anddeliver a timely response to changes in the business environment.
Where possible, the Group monitors and anticipates macro-economic
developments worldwide and in the regions where it operates,
and analyzes the potential impacts of these changes on its own
activities and those of its clients.

Country risks, political violence and natural disasters
UkraineSince the end of 2021, in view of the evolution of the situation in
Ukraine, Capgemini has put in place ad-hoc plans to support its
local teams, including support and logistics for relocation, andprepared business continuity plans for its clients serviced from
Ukraine. With the beginning of the war, the Group first priority
remains to provide the necessary assistance to contribute to thesafety of our teams and their families in Ukraine.
The Group also acknowledges that the current situation doesn’tallow Capgemini to ensure the business continuity of its service
delivery from Russia to clients. Accordingly, the Group is exploring
options to cease its presence in Russia and manage this process, while
respecting the rights of its team members and in full compliancewith applicable legislation. Capgemini currently services the needsof a very limited number of international brands, which are present
in the country.
The Group’s direct exposure to Ukraine and Russia is very limitedwith less than 1% of its revenues and its staff in those countries
combined. However, the Group is closely monitoring the situationand its possible implications on the global economy and on theactivity of its clients, which could have an impact on the demandfor its services beyond this region.

Risk factors
Capgemini has permanent operations in approximately 50 countries.
The bulk of its revenues are generated in Europe and North
America, which are relatively economically and politically stable. Its
Rightshore® production model involves allocating the productionof certain services to sites or countries that may be far from thosein which the services are used or in which the Group’s clients arelocated and particularly India (which alone accounts for around
50% of the Group’s total headcount), Poland, Portugal, Romania,
China, Guatemala, Morocco, Tunisia and other Asian and Latin
America countries.

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Certain geographical areas are more exposed to the risk ofbusiness interruption at a given production site following a natural
disaster, the likely occurrence of which rises with climate change,or due to an incident making it difficult or impossible to accesstelecommunication networks. Political violence in a country oreven a region, or a geopolitical crisis could impact several units
operating in the country. Furthermore, in the context of theCovid-19 epidemic, activities are affected by heath decisions andon-site activities are even reduced according to the decisions ofeach national authority.
The Group’s performance and reputation could be impacted in theevent of a long-term interruption in its business in any country due
to one of these various factors.

Risk management systems
The Group has implemented rigorous monitoring of its majorclients with the aim of identifying, as early as possible, the faintest
of signals from the markets where it operates and more directlyfrom its clients, certain of which are more exposed than others tocertain risks, such as natural disaster or geopolitical instability risks.
In response to the global health crisis, the Group rolled out homeworking at all its production sites to ensure service continuity
for clients.
In addition, beyond the global health crisis, the use of a large numberof production sites across the globe reduces business interruption
risk by favoring backup solutions. Production systems and services
provided by the Group to its subsidiaries are duplicated and coveredby back-up plans that are tested periodically. For example, in thesame way as other Group entities, the Group’s Indian subsidiary has
set-up a Business Continuity Management (BCM) structure, that
ensures service continuity using ISO 22301 compliant measures.
This has allowed it to obtain the ISO 22301 certification at all
Indian sites.
Telecommunications networks used by the Group are duplicated incases where distributed production resources are deployed. In theevent of a breakdown in the preferred (fastest) communications
network between Europe and India, service continuity is ensured
by tried and tested alternative routes.
Finally, Capgemini has implemented an audit program of internaland external risks at its operating sites, in partnership with an
external consultant, covering environmental, health and Safetyissues for people and buildings. This program is being rolled-out
progressively, focusing initially on the Group’s main sites acrossthe globe. Audit recommendations are then monitored by thesite management team.
Please refer to Section 4.3.4 for more information on this risk
management system.

Failure to adapt the services portfolio
Risk factors
The adaptation of Capgemini’s service portfolio in response to
rapid technological changes and new client expectations could
be too slow.
Ultimately, a poorly adapted service portfolio could lead to a fallin Group sales and a downturn in its margin.

Risk management systems
By regularly adapting and renewing the portfolio of service
offerings, a specific focus is placed by the Group on incorporating

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Risk factors

technological developments and new client requests. The Group
implements several processes to assess and integrate the relevant
technological developments and new client requests. In certain
cases, these technologies and the related expertise are acquired
through external growth transactions.
For instance, the Group has recently acquired companies specializing
in services related to cyber security, digital transformation invarious industrial and technological fields, and digital marketing.
Partnerships are also forged with universities, schools, research
centers, start-ups and/or independent experts.
In addition, training programs are rolled-out within the Group to
guarantee perfect knowledge of these technologies and respondto our clients’ needs.

3.

As part of the roll-out of the LEAD project, aimed at optimizing
the Group’s organization and governance, the global business lines
were tasked with defining and steering the service offerings. This
new structure will provide the Group with the agility necessary toincorporate changes in client and market expectations and adapt
our service offering accordingly. To this end, the teams are working
on three complementary areas: identifying client needs and market
expectations, packaging offerings using go-to-market tools androlling out offerings through centers of excellence.
Finally, the Covid-19 pandemic crisis provided an opportunity todevelop new offerings reflecting changes in client needs and their
new methods of operating, particularly with the rise in digital.

Major acquisition integration risks
Risk factors
Capgemini regularly acquires companies of varying sizes to strengthen
its presence in certain markets or complete its service offering.
Acquisitions always comprise a level of risk that may be tied to
the financial solidity of the target, the complementarity of thebusinesses or the integration of its activities within Capgemini.
In particular, the integration process may prove more complex
than predicted, only produce a portion of the expected synergies(financial, commercial, technical or human, etc.), lead to the departureof key employees, mobilize significantly the teams involved and,ultimately, not reach the objectives set and negatively impact theGroup’s financial results.

Risk management systems
The Merger & Acquisitions Committee, chaired by the Chief
Executive Officer, examines acquisition projects in the course ofidentification, selection, assessment or negotiation.
Prior to each acquisition project, the Group performs due diligenceprocedures, notably to analyze the potential exposure of thetarget to the Group’s critical risks, with the assistance of external
consultants. These audits cover both financial aspects and thevaluation of the target, as well as tax and legal, human resources,
governance, compliance and ethics issues. Specific reviews are
conducted on cybersecurity and data protection risks.
An integration plan is drawn-up for every acquisition, to anticipate
and monitor all key steps of the process, from a strategic,
operational, financial and human perspective. Integration plans
for major acquisitions are presented to the Group Executive Boardin special purpose reports.

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Capgemini implements a robust integration process founded onstrong governance and teams dedicated to aligning internal practices.

c) Operational risks
Loss and lack of competitiveness
Risk factors
In a highly competitive environment, intensified by the pandemiccrisis, constantly adapting production capacity to changes in theorder backlog (type and complexity of projects, location of projects,client requests for increasingly short engagement completion
periods) is a major challenge for a service group such as ours.
In terms of competitiveness, the main related risk factors are
the constant changes in technology, changes in client businessstrategy, changes in remote working models, greater automation,
talent availability, increased investments in cybersecurity andsustainable development.
In this context, the Group pays close attention to various identified
risk factors, an increase in which could limit the ability to adapt
the Group’s production tool. Identified factors include limitations
currently imposed by certain countries, including the UnitedStates, on the location of certain resources in its territory, as well
as regulatory changes in certain countries, notably concerningcompensation issues. Technological developments could make it
more difficult to secure specialist resources, increasing the costof these rare profiles.
More generally, the Group may be unable to control changes in
its cost base, materially impacting the overall profitability of its
operations.

Risk management systems
The definition of a good productivity level for our production
centers is a major issue for the Group. Several initiatives, processes
and structures exist within the Group to meet this challenge, atboth human resource and systems levels.
In terms of governance and organization, the LEAD project places
greater responsibility on managers to know their markets andclients, enabling them to adapt their production capacity more
rapidly to changing situations.
At the process level, technology plays a key role in the Group’s
ability to increase industrialization of certain low added-valuetasks. To this end, initiatives concerning the main production
centers (India, Poland, etc.) were recently deployed to increase
production capacity automation and agility.
To manage risk, we have launched initiatives regarding the extensionof our global production sites, the use of cloud technology, industrial
operating models, and shared services as well as the upgrading of
our automation offers.

Major delivery service failure
Risk factors
Difficulties in performing services under contractual commitments
given by the Group to its clients and/or the associated costs could
be underestimated. This may result in cost overruns not covered byadditional revenues, especially in the case of fixed-price contracts,or reduced revenues without any corresponding reduction in
expense in the case of certain outsourcing contracts where there
is a commitment to provide a certain level of service.

2021 UNIVERSAL REGISTRATION DOCUMENTRISKS AND INTERNAL CONTROL
Risk factors

Despite the stringent control procedures that the Group applies
in the project performance phase, it is impossible to guaranteethat all risks have been contained and controlled. In particular,
human error, omissions, and infringement of internal or external
regulations or legislation that are not, or cannot be identified intime, may cause damage for which Capgemini is held liable. Any
major delivery service failure could have both financial impacts
and impacts on Capgemini’s reputation.

Risk management systems
The Group has developed a range of control methods and processes,organized and documented in its Unique methodology, in orderto ensure the high-quality performance of client projects. Project
managers are trained and certified accordingly, and the Capgeminigroup is itself certified (CMM, ISO9001, etc.)
The Group has devised a formal process to identify and control
risks associated with the delivery of projects ordered by clients,from pre-sale to acceptance and payment by the client of thelast invoice for the project. In a simplified approach, this process
differentiates between:

1. Pre-sale risk control
Decisions to commit the Group to commercial opportunities andparticularly fixed-price projects and in Outsourcing (long-term
commitments, sometimes involving transfers of assets, staff andthe related obligations) are subject to risk analyses and an approval
process adapted to their size, complexity and expected risk exposure.
The risk analysis is produced by Business Risk Management teams
present at the different Group levels. Opportunities meeting
pre-defined size and complexity criteria are the sole responsibilityof the Group Review Board.

2. Production and quality control
The Group has approved policies for monitoring the proper
performance of contracts that are applied throughout the life of
the project to ensure that it runs smoothly.
All projects are reviewed at various organizational levels, on amonthly basis.
In addition, the Group conducts specific reviews (known as “flying
squads”) of projects in difficulty or potentially presenting a higher
level of risk.

3. Business control
Depending on its size, each Business Unit has one or more project
financial controllers whose role is to:— monitor the financial aspects of each project and primarily
the related production costs compared to the budget initiallyapproved;— permanently control compliance with contractual commitments– particularly billing and payment milestones.
In case of a significant deterioration in financial key performanceindicators, the Group may conduct specific reviews (known as“flying squads”).

d) Security risks
Cyber risks
Risk factors
In 2021, digital transformation accelerated (cloud computing,mobility, connected devices and artificial intelligence, etc.) andconfirmed new risk factors, particularly due to home working asa result of the Covid-19 crisis.
This transformation is an opportunity for malicious parties(individuals, organizations, even States, etc.) to use increasingly
complex techniques to breach the security of our information
systems and those of our clients. They now work together ina highly structured approach using cutting-edge technologies
occasionally combining artificial intelligence. Human error orinappropriate conduct may also lead to malicious acts such as data/
identity theft/disclosure and infrastructure breaches (sometimes
associated with ransom demands).
In 2019, and again in 2020 and 2021, threats across the entire supply
chain increased. Cyber criminals seek to compromise digital service
providers to attain their clients, or even our clients’ clients. Threats
and failures may also directly concern our clients and propagate
to IT providers to which they are connected.
Cyber criminality impacts could result in delays in the productionof our projects, service interruptions at our clients, or additionalcosts that could impact the reputation or financial health of theGroup. Furthermore, changes in laws and regulations, standards(national, European, international) as well as client contractual
requirements heighten non-compliance risk in the areas ofcybersecurity and data protection.

Risk management systems
The Group continuously ensures the security of its tangible andintangible assets and compliance with its contractual commitments
and any applicable legislative and regulatory provisions. It works
to implement necessary and adapted anticipatory, preventive/
protection and detection/response measures with all stakeholders.
To this end, the Group’s Cybersecurity Department is tasked with
mitigating cyber risks impacting internal information systems andsystems used for projects conducted with our clients. This dedicatedstructure is headed by a member of the Group Executive Board.
The Department constantly monitors cyber risk exposures. It
comprises four sub-units dealing with:— cyber risk management (internal/external, relating tocommitments and suppliers) in close cooperation with
the Risk, Internal Audit, Operations and IT, Legal, human
Resources and Procurement Departments;— architectures and technology standards (in response tothreats);— cyber-protection tailored to the Group’s context (guidelines
and policies, awareness-raising, control/audit plan andtransversal projects);— security operations (detection of threats and cyber-attacks,
incident and crisis management).
The Group’s Cybersecurity community comprises three roles:— the Group Cybersecurity Officer and his team, who oversee
the above four areas;

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Risk factors— the Chief Information Security Officers (CISO) in the Business
Units, who are responsible for the deployment of the strategy
and policies in service offerings, client projects and internal
information systems. In each country, the CISO interacts with
the Data Protection Officer and local authorities;— the Delivery Security Managers in projects conducted for ourclients, guaranteeing the application of our internal policies/
practices and recommendations and compliance with ourcontractual commitments.
The Group’s cybersecurity policies are rolled out uniformly in all
Group entities. They include components of the NIS (Network andInformation Security) Directive and are founded on international
standards (notably ISO 27001 and US NIST – National Institute forStandards and Technology – guidelines). They are supplemented
by mandatory technical standards and security requirements forinterconnection with client networks.

3.

ISO 27001 certification of the operating centers and Data Centers
is mandatory and managed at Group level. At the end of 2021, over
300 sites were certified, representing around 85% of our target(following the integration of Altran).
A mandatory cyber risk awareness-raising and training program
covers all employees to ensure common rules and discipline arerespected across the Group. Phishing tests are organized globallyand locally, as well as specifically for certain client projects. Specifictraining actions are required depending on entity results.
At operating level, the Group is highly vigilant about the securityof its internal communication networks and critical applications,which it protects via security rules meeting international standards
combined with proactive controls and tests.
Specific technical equipment is deployed and operated 24/7
(firewalls, anti-malware, access controls, encryption, threat anddata leak detection, email security, etc.). A cyber-attack detection
center operating continuously guarantees the optimal managementof any abnormal events and security incidents. This infrastructure
and the related services can be used to support clients that havesuffered incidents.
For some projects or clients, enhanced systems protection measures
are provided on a contractually agreed basis.
A transformation program based on the Zero-Trust model is beingrolled out to tailor and optimize security measures in responseto changes in threats and new working methods. It also seeks tostrengthen identity and application management while reducing
the risk of ransomware attacks.
To address global and transversal data-driven cyber threat
challenges, the Group has implemented a steering program grouping
together the efforts of central functions: Legal, IT, Cybersecurity,
Operations and Procurement. These functions work together on
key projects to strengthen data protection: roll-out and control
of policies, incident and data leakage management. A monthly
report is presented to the Group Executive Board.
A Cyber-Risk Index was defined to quantify cyber risk exposurein six areas: Technology (internal vulnerabilities), Human Factor(awareness-raising and phishing tests), External risks (exposure
to the internet), Third parties (suppliers and partners), Policies,
Compliance. The index is calculated monthly for the Group andeach entity and reported to the Management Boards.

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With regards to business continuity, the Group has implemented
business continuity procedures in the event of a cyber-attack orinterruption to IT services. The main management IT systems arecovered by back-up plans in different data centers. The back-up
systems are adapted to take into account changes in ransomware
threats.

Risks related to personal safety
Risk factors
Capgemini is a global leader with over 290,000 employees in around
50 countries. Capgemini’s employees are its primary asset: they
are key to the Group and their security is fundamental.
The sudden occurrence of major external events across the globe(natural disasters, terrorist attacks, popular uprisings or civil wars,
banditry, etc.) or business travel in geopolitically unstable countries
or geographically hazardous zones are risks intrinsically linked to
our Group’s organization and activities.
Even though changes in working practices, i.e., set-up of the New
Normal procedure and increased home working due to the healthcrisis, can reduce these risk situations, they may also generate
new risks for the physical or psychological health of the Group’s
employees.
Any of these risks may seriously damage the physical integrity
or psychological safety of employees and could have impacts on
Capgemini’s reputation.

Risk management systems
At operating level, entity managers are responsible for the securityof their own employees and employees made available to them.
The Group has implemented several measures to limit the impact
and occurrence of risks to individual safety.
The security unit accompanies employees and managers 24/7.
Accordingly, work on client engagements in certain countries
classified as “at risk” is subject to Group security approval according
to Group Review Board directives. Rules and procedures havebeen drawn up for “at risk” countries in which the Group conducts
engagements in order to satisfy the demands of its major clients.
In addition, specific contracts have been agreed with organizations
specialized in managing these risks to assess independently therisk exposure in each country. Accordingly, some countries are
subject to strict travel bans. The risk is reassessed continuously
based on the geopolitical position and warning systems are used
to inform employees of country risks.
All employees working in a foreign country receive specific training
to raise awareness of specific situations to be taken into accountduring the foreign assignment.
All employee trips to high-risk countries are closely monitored
and compliance with the various clearly defined protocols andcommuniques is verified.
The Group also monitors access security to its buildings and thoseof its clients.
Finally, a dedicated worldwide insurance program with a specialist
company provides assistance to all employees covering theirsecurity, medical emergencies and potential repatriation (seeSection 3.3 “Insurance”).

2021 UNIVERSAL REGISTRATION DOCUMENTRISKS AND INTERNAL CONTROL
Risk factors

In the event of a crisis, a psychological support unit is available
24/7 to all employees worldwide.

Finally, the Group must make sure that its successive acquisitions
are aligned with its data protection policies and procedures.

A mobile app also enables employees to issue an emergency message
in the event of danger or an immediate need for assistance.

Any non-compliance with data protection regulations could resultin financial repercussions or administrative, contractual or criminal
sanctions for the Group or have an impact on its reputation.

For more information on the Group’s health and Safety at work
policies, please refer to Section 4.3.4 of this document.

e) Legal and regulatory risks
Risks related to personal data protection*
Risk factors
Data has a strategic value for Capgemini and its clients. Thisphenomenon is now well-established and has intensified since thestart of the health crisis. Today, half of all organizations maintainthat their decision-making is fully data-driven (1).
The pandemic has not only created new data protection challenges
but has also highlighted the need for our clients and Capgemini
to know their respective employees and clients better. Data canbe used to better anticipate and manage our activity. However,this can only be properly conducted if legal data protection
requirements are met.
There is increasing regulatory pressure on businesses and legislators
continue to tighten the regulatory requirements that companies
must meet when they process personal data. The coming into
force of the General Data Protection Regulation (“GDPR”) in 2018accelerated the implementation of corporate data protection
strategies. At the same time, numerous non-EU countries haveadopted data protection laws that draw on GDPR principles. Thisis the case in Brazil, Malaysia or Morocco. Industry-specific dataprotection laws have also been adopted in the United States. In
India, the data protection law has been debated for many months
and should be adopted in the upcoming months. Interestingly,
much of this legislation copies the broad principles of the GDPR.
In this context, clients are increasingly demanding and expect
the Capgemini group to provide guarantees and have significant
resources to process data on its own behalf and that of its clientsin accordance with legal requirements.
The geopolitical context may also have an impact on the dataprocessing requirements for businesses. They often have to adapt
their compliance programs or adopt additional measures to meetthe requirements resulting from geopolitical changes. Brexit hasforced companies to adapt current processes to manage datatransfers from the UK. Similarly, the decision of the Court of Justiceof the European Union invalidating the Privacy Shield has prompted
companies to define and document additional controls for transfersfrom EU countries to non-EU countries whose legislation is notrecognized as being appropriate.
Since data is central to the strategy of most businesses, it naturally
attracts malicious parties. Businesses (Capgemini and its clients)
must therefore enhance their control mechanisms to protect theirinformation systems. At the same time, in the event of a confirmed
incident, both Capgemini and its clients are required to notify theauthorities of any security breaches or data violations.

(1)

Risk management systems
To meet the applicable legal requirements covering the protectionof the personal data it processes on its own behalf and that of its
clients, the Capgemini group has adopted the Binding Corporate
Rules approved by European authorities in 2016 and updated inaccordance with the General Data Protection Regulation. Thesecomprise our general data protection policy, and rules and procedures
designed to ensure Capgemini’s compliance with applicablelegislation. Capgemini undertakes to comply with laws that would
require a higher level of protection than that defined in the BCR.
The Group also monitors changes in legislation and constantly
incorporates them into its compliance program. For instance, tomeet Brexit requirements, the Group set up a specific process totransfer data in accordance with new requirements under UK law.
Likewise, the Group documented the risk analysis conducted prior
to transferring data from the EU to non-EU countries to comply
with the new recommendations of EU data protection authorities
following the decision of the Court of Justice of the European
Union invalidating the Privacy Shield.
One of the most important procedures defined and implemented
under the BCR is the Privacy by Design principle. Privacy by Design
aims to protect individuals by incorporating confidentiality rightfrom the outset when developing products, services, businesspractices and physical infrastructures. Control measures havetherefore been set up such as processing registers for data
controller and data processor activities, a defined maximum data
storage period or the end-to-end assessment of project maturity
in terms of data protection.
Since it is essential to continuously train employees in data protection
to build digital confidence, the Group proposes compulsory online
learning modules for all employees as well as specific training for
certain functions. Furthermore, our network of Data Protection
Officers ensures that the various principles are effectively applied
throughout the organization.
Capgemini has also set up controls to monitor its service providers,
during calls for tenders and over the term of contracts, and limit
the risk exposure in its subcontractor relations
Data security incidents and data losses are managed through apolicy drafted jointly with the cybersecurity team. The purpose ofthis document is to present the rules, controls and requirements
applicable to all Capgemini entities when managing incidents. It
also includes risk calculation rules and the escalation process. This
policy is implemented effectively based on increased cooperation
between cybersecurity and data protection teams and incident
prevention mechanisms.
Finally, policies and procedures applicable to new Capgemini
acquisitions are also aligned by involving the network of Data
Protection Officers from the initial integration phases.

Capgemini Research Institute report entitled “The data-powered enterprise: Why organizations must strengthen their data mastery”, published in November 2020, accessible at the following address:: https://www.capgemini.com/fr-fr/wp-content/uploads/sites/2/2021/02/Rapport_data-powered-enterprise_FR.pdf

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Risk factors

Major contract exposures and liabilities(pre-sale and service delivery)
Risk factors
The Group operates in a competitive environment and must takecertain risks in its contractual commitments. The Group has concluded
and signed numerous contracts that necessitate compliance withstrict requirements.
Contractual risks may be particularly high when the Group’s liability
for failing to fulfill certain obligations is unlimited, or any limits
on liability are disproportionate, on the acceptance of financial
guarantees, or when there is no liability protection clause in relation
to services affecting Health and Safety or the environment, andwhen the rights of third parties are not respected.

3.

In a constantly changing regulatory environment, the significant
proportion of projects to digitize clients’ key businesses exposes
the Group to new liability. These risks concern data protection
and security (see Data privacy, Section 4.4.3 of this document) andthe development of new service offerings (artificial intelligence,
Internet of Things, big data, etc.).
Finally, this risk can also stem from unfavorable conditions inheritedfrom prior contracts negotiated by targets acquired by Capgeminiand difficulties in adapting these ongoing contracts.
The Group may be held liable for not complying with contractualand regulatory requirements and may also incur financial penalties
and losses.

Risk management systems
The Group has established Client Contract Negotiation Guidelines,
which identify clauses exposing the Group to risk and require
information to be reported to the Legal Department and its approvalin the event of derogation from accepted standard positions. Criteria
determining when it is necessary to report to the Group Review
Board have also been defined for contracts identified by the Groupas presenting a high level of risk due to their size or complexity.
The Group Legal Department or Review Board are therefore theonly entities authorized to approve derogatory clauses following
a thorough review of the potential impacts.
During the pre-sale phase, the Business Risk Management dedicatedstructure is in charge of analyzing the risks associated with the mostcomplex projects, including their contractual terms. Throughout thecontract term, it regularly assesses the risks identified during thisphase and oversees implementation of the action plans defined,
under the responsibility of the Business Units. The review process
for replies to tender offers has been strengthened, with notably
the addition of a review of contractual and operating risks and theidentification of mitigating measures to be implemented.
A procedure has been implemented for reporting information
to the Group Legal Department on actual and potential major
litigation and other disputes and government inquiries. A networkof dedicated jurists has been created to accompany the Global
Business Lines, global accounts, major contracts and the Group’s
activities in the Financial Services sector.

There are no governmental, legal or arbitration proceedings,
including any proceedings of which the Group is aware, that are
pending or liable to arise, which are likely to have or have had in thepast 12 months a material impact on the Group’s financial positionor profitability other than those that are recognized in the financial
statements or disclosed in the notes thereto (see Notes 26, 27 and
30 to the consolidated financial statements).

Adverse changes in and/or non-compliance with laws
and regulations
Risk factors
The Group is a multinational company operating in several countries
and providing services to clients who, in turn, operate around theworld and are subject to numerous and constantly changing laws
and regulations. These mainly include, for example, anti-corruption
laws, import and export controls, competition laws, data protection
regulations, sanctions, immigration rules (the Group’s ability to
relocate resources abroad to serve projects), safety obligations andemployment legislation, stock market regulations or any changes
to taxation (e.g. transfer pricing).
The sheer diversity of local laws and regulations applicable and theconstant changes therein expose the Group to a risk of infringementof such laws and regulations by under-informed employees,
especially those working in countries that have a different culture
to their own, and to the risk of indiscretion or fraud committed
by employees. As stringent as they may be, the legal precautions
taken by the Group both at a contractual and an operational levelto protect its activities or to ensure adherence by employees tointernal rules can only provide reasonable assurance and never anabsolute guarantee against such risks.
Non-compliance with legal or regulatory provisions may lead tofinancial repercussions or criminal sanctions for the Group.

Risk management systems
The various Group functional departments contribute to the risk
management system in their activities. The Group has a Legal
Department with an established presence both at Group level
and in the main geographic areas. Its role is to monitor changes
in legislation relevant to the Group’s contractual and corporate
activities and provide training in the main legal issues.
In addition, a Compliance Officer, reporting to the Group General
Secretary, heads the compliance Section of the Group Ethics &Compliance Program, in liaison with the Legal Department andsupported by the global network of local Ethics & Compliance
Officers in the main regions where the Group operates. The
governance of the Ethics & Compliance Program is presented ingreater detail in Section 4.4.2.
The Group adopted a Code of Business Ethics to strengthen androll-out within the Group an ethical culture promoting integrityof behavior. This Code defines, explains and formally documents
the Group’s action principles and rules of conduct and behavior
concerning employees, business integrity, commercial relations,Group and third-party assets, and Corporate Social Responsibility.
The Code of Business Ethics forms the basis for the compliance
Section of the Group Ethics & Compliance Program, mainly covering:
the fight against corruption and money laundering, duty of care,competition, sanctions and embargoes, and data privacy.

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Risk factors

The Group has implemented detailed policies covering anti-corruption,
conflicts of interest, insider trading, human rights and competition
laws.
For more information on the Group’s ethical risk management
and compliance policy and notably the anti-corruption program
implemented by the Group, please refer to Section 4.4. of this
Universal Registration Document. A description of the procedures
adopted to implement and comply with financial and accounting
rules is also shown in Section 3.1.2.

f) Human Resources risks
Failure to attract, develop and retain and/or loss of
key talents and key executives
Risk factors
Most of the Group’s value is founded on its human capital and its
ability to attract, train and retain employees with the technicalexpertise necessary to the performance of the projects on which
they work. In particular, this requires a strong reputation in theemployment market, ensuring fair appraisal and promotion
procedures as well as the professional development and retentionof our employees and continuously monitoring employee well-being
in a rapidly changing context.
The development of new services based on mastering newtechnologies (cloud, digitalization, artificial intelligence, etc.) in ahighly competitive environment can create tension in the talentmarket for certain profiles or expertise.
The loss of talent or a team could also follow accidental events, anacquisition or a change in Group or entity management.
Similarly, the Group could be affected by the unexpected departureof experienced managers, impacting the governance of certain
activities or the operational management of projects conducted
for the Group’s strategic clients.
Failure by Capgemini to attract, develop and retain its talent could
eventually hinder the Group in achieving its strategic goals ordeveloping its business and client portfolio and could ultimately
impair its financial results and corporate value.

Risk management systems
The Group pays close attention to internal communication, diversity,
equal opportunity and good working conditions and to the qualityof its human resource management and employee commitment.
The Group has therefore rolled out a continuous internal survey
worldwide (Pulse) aimed at measuring commitment and expectations
among the Group’s employees. This survey is an appraisal tool andaction plans are established based on identified results.
The engagement and sense of belonging of Group employees areclosely monitored, notably as part of changes in working conditions
related to the health crisis and the development of home working.
The New Normal project has resulted in long-term changes to our
method of working individually or as a team, by offering a new flexible
working arrangement based on an improved work/life balance(e.g., drafting of a Group policy to guarantee flexibility at work).

Furthermore, our human resources management information systemrolled-out globally by the Group Human Resources Department
ensures the comprehensive management of all processes concerning
the management of high-performing individuals and enabling auniform approach to monitoring performance, compensation
packages (market benchmarks and analyses), the career plansof our employees, the management of international mobility
and succession plans, in a manner consistent with the strategic
objectives of the Group and the interests of our clients.
The Group has implemented several measures to limit the impact
and occurrence of risks to individual safety (see Risks related topersonal safety, Section 4.1.1.4 of this document).
For more information on the Group’s human resources policies,
please refer to Section 4.1.1 of this document.

g) Reputation risks
Crisis management failure

3.

Risk factors
Numerous events of varying nature (performance issues on majoror sensitive projects, information system security breaches and/or
failure to protect data privacy with the disclosure, voluntary or not,of confidential information, unethical employee behavior, accident
involving a breach of individual security within Capgemini, etc.)
could arise and provoke a major crisis for the Group.
The Group has significant media exposure (in traditional media,
social media, etc.) and a failure in the crisis management process(late decision or reaction, failure to reply to the media, etc.) could
seriously damage the Group’s reputation and impact its credibility
and image with clients and third parties in general, and accordingly
its ability to maintain or develop certain activities.

Risk management systems
All the risk management systems set out in this document andmainly those relating to employee safety, project performance,
information systems and service continuity contribute to preventing
the risk of a crisis and significantly reduce the Group’s exposure
to reputation risk.
In particular, since 2011, the Group has implemented a solution formeasuring and monitoring conversations on Group brands on social
media. Internal social media are also monitored in order to best
respond to employee comments. Finally, in order to strengthen
governance rules covering the activities of Group employees oninternal and external social media, a social media code of conduct
was also drafted and is freely available on the Group’s website.
As a listed company on the Paris Stock Exchange and a global leader
in its business sector, the Group is frequently called upon by the
media and the financial community to provide information on its
activities. Therefore, to control and limit risks to its reputation,
only persons duly authorized by Group Management are permitted
to speak on behalf of the Group.

We also believe that it is our responsibility to support the well-beingof our employees in our hybrid work environment and identify
sources of improvement or development. We therefore built abaseline platform dedicated to employee well-being, the VirtualWell-Being Hub, and a well-being policy, the Group Well-Being
Policy. Through these initiatives, we can support our employees
in a proactive and responsive manner and offer a dynamic, healthyand sustainable organization.

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Risk factors

Finally, the Group has drafted a comprehensive crisis management
plan to reduce its exposure to reputation risk in the event of a major
crisis. The creation of a Security function at Group level forms partof this approach to strengthening governance for the managementof crises and related risks. A major objective for 2022 is finalizing
the set-up of a Group crisis management team in accordance withprevailing rules or standards. This approach was adopted underfavorable circumstances, with the implementation and roll-out ofcrisis management in the context of the health crisis demonstrating
the Group’s responsiveness and proper organization.

Unethical behavior
Risk factors

3.

Business ethics extends beyond legal requirements and concerns
issues relating to the Company’s role, values and culture. It is notably
influenced by changes in mentality, which express new societal
expectations and require changes in behavior in companies, inmany cases before they become law. Examples include exemplary
management conduct, respect for employees and the fairness ofdecisions concerning them, management of conflicts of interest
between the interests of companies and personal interests, therequirement for transparency in internal communications, as wellas the purpose of products and services.
The values at the heart of our business culture promote ethics tomeet the increasingly urgent requirements of external company
stakeholders and employees. Employees increasingly favor companies
with a strong ethical culture comprising values consistent with
their own when choosing their career path.
Changes in our offering portfolio, notably towards the use of
artificial intelligence, raise new ethical issues.
Unethical behavior could have a significant impact on our reputation
and brand as well as on our financial performance (due to litigationand costly fines). It could also impair our position as an employerof choice and the commitment of our employees.

Risk management systems
Capgemini is a Group founded on values since its creation in 1967.
The Group’s success is founded on seven core values, first among
which honesty and trust. Strengthened by this legacy, the Groupis not fully immune to unethical behavior by employees andmanagers: these actions could cause lasting damage to the Group’s
reputation. The Group therefore implemented an “Ethics” function
in 2009 to maintain and foster our ethical culture and constantly
improve our ethical approach, both within the organization andin dealings with third parties.
In 2021, for the ninth year running, Capgemini was recognized as
One of the World’s Most Ethical Companies by the Ethisphere Institute.
This recognition is awarded to companies that adopt long-term
responsible strategies and play a key role in driving positive change
in business practices and civil society internationally.

The Group has an independent Ethics Department that reports tothe Ethics and Internal Audit Director, who in turn reports directly
to the Chief Executive Officer. This department is supported at
local level by a network of Ethics & Compliance Officers. The Ethics
Department is tasked with promoting the Group’s core values andfostering the ethical culture.
The Group Code of Business Ethics sets out the cultural reflexes
already firmly embedded in Capgemini. It is supplemented bydetailed policies, notably on our commitment to human rights, our“speaking up culture”, our management of conflicts of interest andthe ethical design of artificial intelligence solutions.
All employees receive training on the Code of Business Ethics
through an e-learning program which was completely revamped
in 2020 and will now be presented annually: ethics@Capgemini.
This e-learning is introduced by a video from our Chief Executive
Officer and then presents our values and ethical principles usinga modern and modular approach. Frequent additional training
sessions, both face-to-face and webinars, are regularly held at local
level by the Ethics & Compliance Officers to raise employee andmanager awareness of appropriate – and inappropriate – behavior
both in the Company and with external stakeholders.
Capgemini communicates regularly on the Group’s values andits “zero tolerance” policy towards unethical behavior. The “tonefrom the top” of leaders and managers on the importance of ourvalues and compliance with ethical principles is promoted andcommunicated at all organization levels.
As a services company, the Capgemini group is concerned about
the protection and promotion of human rights within its personnel(full-time employees, temporary employees, freelancers, independent
workers, subcontractor employees and interns), supply chain andits relations with its clients and the local communities where it
operates. Our human rights policy sets out our firm commitment
to major human rights issues.
The Group’s ethical helpline, SpeakUP, enables employees andexternal stakeholders to report unethical behavior and ask questions.
Any reports are investigated by the Ethics Department and its
local officers (General Counsels-Ethics & Compliance Officers).
Substantiated alerts result in appropriate sanctions.
The management of conflict s of interest in line with ourconflict-of-interest policy was strengthened with the implementationof a specific tool, Declare, which was rolled-out across 33 countries
in 2021, covering 94% of the Group’s workforce. It will continue
to be rolled-out across remaining countries in 2022, including forthe former Altran.
Finally, as an ethical leader, we are committed to ensuring
artificial intelligence operates within an ethical framework which
ensures tangible benefits while developing trust in its use: wehave therefore published internally a Code of Ethics for artificial
intelligence to structure the development of AI solutions within
the Capgemini group.
For more information on the Group’s ethical risk management
policy, please refer to Section 4.4.2 of this document.

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Risk factors

3.2.2

Corporate & Social Responsibility Materiality Assessment

Materiality assessment
Our success depends on our ability to work constructively with
our stakeholders, to improve outcomes for all. We rely on theknowledge and insight that stakeholders can bring to support
robust business decisions. This ongoing dialog helps us to provide
the services our clients need, and act as a responsible business.
Since 2018, we have built on the stakeholder engagement process
we have been evolving over the past few years, most notably by
regularly updating our materiality assessment. In line with IIRC
Integrated Reporting Framework, we consider economic, social,environmental and governance topics to be “material” if they have,or may have, an effect on our ability to create or protect value.
This is determined by considering their effect on our strategy,
governance, performance or prospects. A materiality review helps
organizations to identify and rank the topics that matter and ensure
these are built into decision-making, strategy and governance, as
well as bringing focus and relevance to reporting.
Our materiality assessment focuses on the following key points:
1. Identification of our list of potentially material topics(developed in 2017), through a process of analyzing industry
and reporting guidelines (including IIRC, GRI and SASB),
conducting media and peer reviews and assessing ourpotential to impact the UN Sustainable Development Goals
and targets. We also evaluated the alignment of these topics
and definitions with our Group Risk Management approach
including risk mapping;
2. Collection of stakeholder perspectives on these topics
through interviews with key stakeholder groups (clients,
investors & analysts, business partners, NGOs & charity
partners), in order to understand their views on theimportance and ranking of topics in their relationship with
Capgemini;
3. Conduct of surveys and questionnaires to collect internal
stakeholder perspectives within management and a sampleof employees representative of the Group’s demographics,
Material topics(2021 update)with a particular focus on assessing the potential impact ofeach topic on Capgemini’s ability to create and protect value.

Non-financial (ESG) risk mapping
To satisfy the requirements of Article R. 225-105 of the French
Commercial Code and the duty of care law, non-financial risks
across the Group’s entire value chain, encompassing the activities
of Capgemini, its subsidiaries, suppliers and sub-contractors, were
mapped in 2020. This mapping is also based on the materiality
assessment.
The methodology, aligned with the Group’s risk mapping methodology,
is used to assess for each risk a level of impact and likelihood. The
impact is calculated according to five main criteria: (1) Business
Impact, (2) Financial Impact, (3) Safety and Security, (4) Ethics andCompliance, and (5) Reputation. The probability has been weighted
thanks to the Sustainable Development Goals Index per country(first worldwide index to assess where each country stands withregard to achieving the Sustainable Development Goals) andstakeholder expectations through sector reference frameworks(Sustainability Accounting Standards Board and Global Reporting
Initiative) as well as an analysis of stakeholder expectations. Certain
contextual factors such as the health crisis were considered as
aggravating factors. A temporal dimension also plays a role in theassessment of likelihood.
The new consultation with internal and external stakeholders carriedout in 2021 (see above) was used to update this non-financial risk
mapping (ESG mapping) and create a sub-mapping of human rights
risks. For this update, identified non-financial risks were grouped
under 12 macro-risks to ensure consistency with the Group risk
management process and the steering of action plans. The resultsof this work were presented to the Compliance Committee andthe Board of Directors’ Audit & Risk Committee.
The Cross-Reference Table below highlights the Group’s 17 material
topics, 12 significant non-financial macro-risks (critical or non-critical)
and their relationship with the Group’s critical risks:

ESG macro-risks

Related Group critical risks

References

People engagement— Deterioration oflabor relations— Failure to attract, develop and retain and/or loss of
key talents and key executives

Talent attraction,
retention anddevelopment— Insufficient development
and maintenance of skills

4.3.2— Failure to attract, develop
and retain and/or loss of
key talents and executives/
managers

3.2.1
4.3.1

4.3.5

Diversity & inclusive
environment— Diversity

Non-critical risk

4.3.3

Health, safety
and wellbeing— Personal security andoccupational safety risks— Risks related to personal safety

3.2.1
4.3.4

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Insurance
Material topics(2021 update)

ESG macro-risks

Related Group critical risks

Digital inclusion— Digital inclusion

Non-critical risk

4.3.6

— Climate change(transitional risk)

Non-critical risk

4.2.

Natural disasters— Country/political risk
& natural disasters— Country risks/Political risk and natural disaster

3.2.1
4.3.4

Data privacy— Data protection failure— Data protection failure

3.2.1
4.4.3

— Cyber risks— Cyber risks

3.2.1
4.4.4

— Non-compliance withregulations (labor andenvironmental law)

— Adverse changes in and/or non-compliancewith laws and regulations

3.2.1
4.4.3

— Unethical business— Unethical behavior

3.2.1
4.4.2

References

Contribution to local
development
Climate change
Environmental
Management
Helping clients achieve
their sustainability
goals
Sustainable growth3.
Compliance
Responsible
procurement
Values & Ethics
Human rights

3.3 Insurance
The Group risk management and insurance policy encompasses
the identification, assessment, prevention, protection and transfer
of all or part of the risks relating to individuals, assets and goods
owned by the Group or under its responsibility.
The Group’s strategy for transferring risks to the insurance andreinsurance market consists in standardizing its international
programs, seeking cost transparency, using the best local andglobal standards, and maximizing economies of scale. The priority
objective is to adjust its insurance coverage to the estimatedmaximum exposure to each of the Group’s major risks. By way
of example, this represents, in the case of liability insurance, theestimate of its own risks and reasonably foreseeable third-party
risks in its business sector or, in the case of damage to assets, themaximum replacement value of the buildings and assets to be insured
Account is taken of:— local insurance obligations, legislation and specific risks ineach country;— the emergence of new risks;— changes in major exposure, particularly under contacts
signed with clients.
Deductibles and retentions are set so as to encourage managers
to commit to risk prevention and protection and seek out-of-court
settlement of claims, without exposing the Group as a whole tosignificant financial risk.
The Group Risk & Insurance Department reports to the Group
Finance Department and is responsible for the design, placement
and monitoring of all “non-life” insurance policies. The management
and coordination of employee benefits insurance is overseen by ajoint governance body representing the Finance/Risk & Insurance
Department and the Group human Resources Department.

126

Commercial general liability and professional
indemnity
This insurance program, which is key for clients, is designed,
taken out and managed centrally at Group level. Capgemini SE
and all subsidiaries in which it has a stake of 50% or more (direct
or indirect control), are insured by a worldwide integrated Group
insurance program covering the financial consequences of theircommercial general liability and professional indemnity, i.e., any
damage caused to third parties within the course of our usualbusiness activities, anywhere in the world. This insurance programis structured in layers contracted with highly reputable leading
insurance companies. The terms and conditions of this program,including coverage limits, are periodically reviewed and adjusted
to reflect changes in risk exposure, due particularly to legislation,
the Group’s activities, new countries where Capgemini operates,
claims and changes in client contracts, as well as changes in theworldwide insurance and reinsurance markets.
The 1st layer of this insurance program, amounting to €35 million,
is historically reinsured into a consolidated captive reinsurance
subsidiary.

Property damage and business interruption
The Group has set-up an integrated property damage and businessinterruption insurance program covering all of its subsidiaries
worldwide. Its real estate policy is to rent rather than to buy its
business premises. It owns little property, except in India wherehigh growth and the large number of employees justify owning
real estate.
Capgemini’s business premises are located in a wide variety ofcountries, and the Group operates at multiple sites in most ofthem. The Group has slightly over 544 sites with an average surface

2021 UNIVERSAL REGISTRATION DOCUMENTRISKS AND INTERNAL CONTROL
Insurancearea of 3,944 square meters. Some of the Group’s consultants
work off-site at client premises. This geographic dispersion limits
risk, in particular the risk of loss due to business interruption thatmight arise from an incident at a site. The Group’s largest site,which is located in India, employs nearly 21,177 people in offices ina number of different buildings. Client and supply shortage risk isassessed and insured to the extent possible, based on knowledgeof the materiality of the risk and the available offering in theinsurance market.
Capgemini rolls out an audit program of internal and external risks
at its operating sites, in partnership with an external consultant,covering environmental, health and Safety issues for people andbuildings. This program focuses on the Group’s main sites acrossthe globe. Audit recommendations are then monitored by the sitemanagement team. Furthermore, the insurance offer includes
Group site prevention visits by the specialized departments of
the leading insurance firm.

Employee benefits and mobility insurance
The Group uses specialist companies to train and assist its employees
throughout the world. Risks concerning medical emergencies,
personal security, assistance and repatriation of employees working
outside their home countries are managed centrally at Group levelvia global insurance policies.
Employee benefits insurance programs (death and disability,
healthcare, medical costs, life and pensions, etc.) are tied to the

CAPGEMINI

different benefits received by employees and are generally managed
by the Human Resources Departments in each country. The Group
Risk & Insurance and Human Resources Departments are jointly
responsible for the management and international coordination ofthese programs. Decisions are taken jointly by the Group and thecountries in compliance with the governance structure.
The main objectives are to (i) propose maximum eligible coverage
to all employees without discrimination (diversity and inclusion),(ii) develop a medium/long-term strategy based on risk management,
including prevention and wellness measures (iii) ensure compliancewith local insurance requirements, (iv) comply with local legislation,(v) develop, standardize and improve current coverage, in accordancewith the different regulations in the relevant countries and coverage
standards by incorporating local best practices compared to theGroup’s risks and activities and optimizing traditional and/or
alternative risk transfer/financing mechanisms.

Other risks
Crime and fidelity coverage is managed centrally at Group levelvia a global insurance program. Other risks – including motor
vehicle, transport of goods, and employer liability for workplace
accidents – are insured locally using insurance policies that reflect
local regulations.
Some risks are excluded from coverage or restricted under thegeneral conditions imposed by the insurance and reinsurance market.

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3.

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2021 UNIVERSAL REGISTRATION DOCUMENT

4.
Our ESG commitment asa responsible leader
4.1

Capgemini ESG pledge: leveraging technology for the benefit of all

4.1.1
4.1.2
4.1.3
4.1.4

ESG ambition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 130
ESG governance and organization: Empowering local initiatives through an aligned leadership . . . . . . . . . . . . . 136
ESG materiality matrix and ESG risk management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 137
Stakeholders’ approach and engagement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 142

4.2

Environment: Accelerating the transition to Net zero

4.2.1
4.2.2
4.2.3
4.2.4
4.2.5
4.2.6
4.2.7

Specific governance dedicated to climate change challenges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145
Impacts of climate-related risks and opportunities for our business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 146
Our Net zero strategy and program. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 148
Main achievements in 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150
Carbon emissions 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 156
Climate change mitigation and adaptation revenues, Capital expenditures and Operating expenses(EU Taxonomy). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 158
Other environmental impact mitigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 160

4.3

Social: Aligned entrepreneurs with protection & respect for all

4.3.1
4.3.2
4.3.3
4.3.4
4.3.5
4.3.6

Talent attraction, engagement and rewards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 161
Skills management and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 170
Diverse and inclusive work environment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 173
Employee Health, safety, and wellbeing at work . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 185
Labor relations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 191
Digital inclusion and social contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 193

4.4

Governance: leading with trust and transparency

4.4.1
4.4.2
4.4.3
4.4.4

Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 197
Ethics and human rights (ESG Priority G) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 198
Maintain high ethical standards at all times, for mutual growth (ESG priority G) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 202
Cybersecurity (Protect and secure infrastructure and identity – ESG priority H) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 212

4.5

Compliance with duty of care legislation (devoir de vigilance)

4.5.1
4.5.2

Scope and methodology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 214
Duty of care plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 215

4.6

Reporting scopes and methodologies

4.6.1
4.6.2
4.6.3
4.6.4

Alignment with French legal requirements on Déclaration de performance extra-financière . . . . . . . . . . . . . . . . . . 217
Methodology and scope of non-financial performance indicators. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 218
Non-financial performance indicators . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 220
Frameworks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 225

4.7

External Report on the Déclaration de performance extra‑financière

CAPGEMINI

130

144

161

197

214

217

226

129

4.

OUR ESG COMMITMENT AS A RESPONSIBLE LEADER
Capgemini ESG pledge: leveraging technology for the benefit of all

The statement on non-financial performance (Déclaration de performance extra-financière) was reviewed and approved by the Board on
February 14, 2022, after a first review by the Audit & Risk Committee on February 11, 2022.

4.1 Capgemini ESG pledge: leveraging technology forthe benefit of all
4.1.1

ESG ambition[GRI 102-14]; [GRI 103-1]; [GRI 103-2]; [GRI 103-3]
Our conviction: There has never been a better time to mobilize technology and unleash the human capability to address ESG
challenges. We – in business – must leverage our leadership and our operations, to speed up a bold transition to sustainability.
In 2021, we published our ESG Policy which is the guide for aneffective integration of our priorities into the Company’s strategy,
decision-making process, development of solutions and services,
and in our relationship with our main stakeholders. It aims not
only to comply with applicable regulations, but also to incorporate
national and international ESG best practices and recommendations.
Capgemini is a responsible leader, determined to have a positive
impact on all stakeholders within our ecosystem.

4.

As a Group we believe that digital transformation should benefit
all of humanity and we intend to be a benchmark in terms of ourcontribution to society, for our own activities, and for those of
our clients. This will see us fighting exclusion, acting to promote
diversity, ensuring equal opportunities, and preserving natural
resources. Building a viable and sustainable ecosystem for all sits atthe very heart of our purpose:’’Unleashing human energy throughtechnology for an inclusive and sustainable future’’.
We aim to be the cornerstone of our ecosystem for lasting positive
ESG impacts. Leveraging the spirit and energy of Capgemini
teams, and using our operational excellence, innovative assets,
and added-value partnerships, we continually increase our ESG
performance and develop solutions and services to substantially
improve the environmental performance of our clients. We
contribute to society by fighting exclusion and promoting diversity,
by tackling climate change and natural resource depletion and by
ensuring that digital transformation benefits all of society. We do
this both through our own activities and in collaboration with ourclients for a shared success. We are committed to upholding thehighest standards of governance and ethics, and fully subscribe to
the key principles of sustainable development, namely, inclusivity,
integrity, stewardship, and transparency.

4.1.1.1

ESG is fully embedded in our corporate
strategy

Sustainability is a key pillar of our strategic ambition and we arecommitted to helping our clients achieve their net zero objectives
in addition to reducing our own environmental impacts. Our
new offering goes from structurally transforming IT in terms of
consumption habits and ways of working, to empowering clients tocreate a culture of sustainable digital economy. Organizations mustre-assess their sustainability approaches to unlock the potentialof smart technologies and move from a net zero strategy to green
product and service experiences.

130

We take a holistic approach to identify a company’s emission
hotspots and reduce their environmental impact. We leverage newtechnologies like Internet of Things (IoT), Augmented Reality (AR),Virtual Reality (VR), and Analytics to address the environmental
challenges of an organization, thereby enabling efficient data
capture, evaluation and analysis, monitoring and control, andsupporting decision making.
In addition, the world is facing social and environmental challenges
that call for swift and strong action by companies and institutions.
In 2021, relying on our Social Response Unit in the context of theCovid-19 pandemic, we continued to expand our existing social
impact efforts to purposefully apply our technology expertise andpassion where most needed in the fight against Covid-19.
Our value creation model is presented in detail in Section 1.3.1 of
the Universal Registration Document.
We focus on eight material ESG priorities that have significant
impacts on Capgemini’s business model and value drivers, as well
as for our stakeholders.

Environment— Priority A: Act on climate change by being carbon neutral by2025 and becoming a net zero business— Priority B: Lead to low-carbon economic transition by helping
our clients achieve their environmental commitments

Social— Priority C: Relentlessly invest in our talent through a uniqueexperience, developing tomorrow’s skills— Priority D: Enhance a diverse, inclusive and hybrid work
environment— Priority E: Support digital inclusion in our communities

Governance— Priority F: Foster a diverse and accountable governance— Priority G: Maintain high ethical standards at all times formutual growth— Priority h: Protect and secure data, infrastructure andidentity.

2021 UNIVERSAL REGISTRATION DOCUMENTOUR ESG COMMITMENT AS A RESPONSIBLE LEADER
Capgemini ESG pledge: leveraging technology for the benefit of all

Architects of Positive Futures, our Corporate Social Responsibility
program, has been one of the essential components of our ESG
strategy by leveraging three fundamental pillars: Diversity &Inclusion, Digital Inclusion, and Environmental Sustainability.

Our multicultural organization, resolutely anchored in all communities
where we operate, is now more resilient, committed, united andagile than ever before.

Our Group has long advocated for digital inclusion and the fightagainst climate change, notably by reducing our carbon emissions
and developing service offerings to reduce our clients’ emissions.
This will help make the digital revolution an opportunity for all anddeliver positive solutions for environmental issues.
2021
Value

2025
Target2030
Target62,368-75%(vs. 2015baseline)-80%(vs. 2015baseline)Commuting emissions per
employee (in tCO2e)

NA

-35%
(vs. 2015baseline)-50%(vs. 2015baseline)

Scope 3 Emissions frompurchased goods & services(in tCO2e)NA

Business travel emissions
per employee (in tCO2e)

0.187

-38%
(vs. 2015baseline)-50%(vs. 2015baseline)

Transition to 100% renewableelectricity by 2025, and electricvehicles by 2030

Share of renewableelectricity (in %)

56.9%

100%

100%

help our clients to save 10M tonsof CO2e by 2030

tCO2e savings delivered forour clients (in tCO2e)

TopicsObjectives

Key Performance Indicator

Environment

Be carbon neutral for our own
operations no later than 2025 andacross our supply chain by 2030,
and committed to becoming a net
zero business well ahead of 2050

Absolute scope 1 and2 emissions (in tCO2e)

SocialCAPGEMINI

Increase average learning hours per
Average number of learning
employee by 5% every year to ensure hours per employee trained
regular lifelong learning
40% of women in our teams by 2025

Share of women in theworkforce

5M beneficiaries supported by our
digital inclusion programs by 2030

Total cumulative number
of Digital Inclusion
beneficiaries since 2018-50%
(vs. 2015baseline)

10 million tonsof CO2e45.7

35.8%
762,282(cumulative)

40%
5,000,000

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OUR ESG COMMITMENT AS A RESPONSIBLE LEADER
Capgemini ESG pledge: leveraging technology for the benefit of all
2021
Value

2025
Target22.4%

30%

TopicsObjectives

Key Performance Indicator

Governance

30% of women in Executive
leadership positions in 2025

Share of women in Executive
leadership positions

Maintain best-in-class Corporate
Governance

MSCI ESG rating on
Corporate Governance

Maintain over 80% of the workforce
with Ethics Score between 7-10

Percentage of the workforce
with an Ethics Score
between 7 and 10

85%

By 2030, suppliers covering 80% of
the purchase amount of the previous
year, will have committed to our ESG
standards

Percentage of new vendors
above 50K euros committed
to the ESG Standards
enforced by SupplierStandards of Conduct
commitments

52%

Be recognized as a front leader ondata protection and cybersecurity

CyberVadis score929/1000

RiskRecon score

7.9/10(Altran)B
7.3/10(Capgemini)
B

BitSight score

4.

132

Ratingachieved

2030
TargetTop quartile of MSCI ESG
rating compared toindustry peers
> 80%

> 80%

80%

940-950/1000
Top 3% performer

A rating

580/900 –Basic

750+/900 –Advanced

DPO Certification(worldwide scope)

57%

95%

Percentage of revenues
associated to client
engagements triggering
processing of personal data
subject to an end-to-end
digital maturity assessment

78%

80%

800+/900 –Advanced2021 UNIVERSAL REGISTRATION DOCUMENTOUR ESG COMMITMENT AS A RESPONSIBLE LEADER
Capgemini ESG pledge: leveraging technology for the benefit of all

4.1.1.2

We are committed to help achieve
11 Sustainable Development Goals

Business plays a vital role in mobilizing and sharing knowledge,
expertise, technologies, and financial resources to advance the goals.

[GRI 102-12]
In 2015, the United Nations General Assembly adopted the 2030
Agenda for Sustainable Development, along with a set of 17 United
Nations (UN) Sustainable Development Goals (SDGs). They providea shared blueprint for peace and prosperity for people and theplanet, now and in the future.

Capgemini has committed to help achieve 11 of the 17 SDGs, as
we believe that they best reflect our ability to integrate material
ESG challenges in the way we do business. These goals also reflect
our commitment to the ten principles of the UN Global Compact,which Capgemini first signed in 2004.

We assessed our contribution to 169 different targets to select the 11 SDGs relevant to our business and ESG policy.
SDG

TargetCapgemini’s contribution

More details

Target 7.2: “By 2030, increase
substantially the share of renewableenergy in the global energy mix”

We are committed to transitioning our own energy supply
to 100% renewable electricity by 2025 and through ourmembership of the RE100, we are a vocal supporter of theacceleration of renewable electricity markets and support
our clients in their renewable energy transitions.

Section 4.2.3
Section 4.2.4
Section 4.2.5

Target 9.4: “By 2030, upgrade
infrastructure and retrofit industries tomake them sustainable, with increased
resource-use efficiency and greater
adoption of clean and environmentallysound technologies and industrial
processes, all countries taking actionin accordance with their respective
capabilities”

We are committed to working with clients in the public andprivate sectors to increase their sustainability and resource
efficiency, with a target to help our clients save 10 million
tons CO e. Upgrading IT infrastructure, advancing cuttingedge technology and fostering sustainable innovation area few examples of our client services that help advance thistarget.

Section 4.2.3
Section 4.2.4
Section 4.2.5

Target 11.6: “By 2030, reduce theadverse per capita environmental
impact of cities, including by paying
special attention to air quality
and municipal and other waste
management”

As a company that employs more than 300,000 people,
many of whom live and work in cities, the decisions wemake on mobility and waste management can have a global
reach. We are committed to reducing the emissions and air
pollutants associated with business travel and employee
commuting. We are also ensuring the sustainable
management of waste.

Section 4.2.3

Target 12.2: “By 2030, achieve thesustainable management and efficientuse of natural resources”

We have an impact on advancing resource efficiency andsupporting the circular economy, primarily through thedecisions on what we buy, how we use, re-use and disposeof resources. At the end of 2021, a waste target has been
adopted and we are currently defining the action plan toachieve this goal.

Section 4.2.5

Environment

Section 4.2.4
Section 4.2.5

Section 4.2.7

At the same time, we support clients in building circularity
and sustainable resource management into their businessmodels.
Target 13.3: “Improve education,awareness‑raising and human andinstitutional capacity on climatechange mitigation, adaptation, impact
reduction and early warning”

CAPGEMINI

Our sustainability program is oriented around a goal todrive strong action on climate change. We are committed
to improving education, building capacity, and raisingawareness of climate change both throughout our
workforce and with our clients.

Section 4.2.2
Section 4.2.3
Section 4.2.4

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SDG

TargetCapgemini’s contribution

More details

Target 3.8: “Achieve universal healthcoverage, including financial risk
protection, access to quality essential
healthcare services and access tosafe, effective, quality and affordable
essential medicines and vaccines forall”

As a people-oriented company, we are committed toproviding a stimulating, fulfilling and safe professional
environment to all our employees and we pay particularattention to their physical and mental wellbeing,something even more important in times of crisis wherefeelings of uncertainty and isolation can grow. To thisend, we have implemented a wide set of policies –
personalized training paths, feedback culture, helplines,
health coverage, well-being initiatives, etc. – reflecting
our commitment to providing a safe environment to ouremployees to evolve and thrive.

Section 4.3.1

Target 4.4: “By 2030, substantially
increase the number of youth andadults who have relevant skills,
including technical and vocational
skills, for employment, decent jobs andentrepreneurship”

Through our Digital Literacy programs, Capgemini iscommitted to providing foundational digital skills to themost excluded, while providing access to digital tools to
the most disadvantaged. Our Digital Academy programs
focus on providing specialized training in IT and ITES
training to disadvantaged populations with the aim ofaccelerating their social and economic independence.

Section 4.3.6

We have ensured that all our employees in nearly
50 countries have equal access to the same high quality
and inclusive learning opportunities through heavy
investments into world-class digital learning technologies.
More than just providing our people with resources tosucceed, we also prioritize on-going skills development
at all levels of the organization to make sure that ouremployees develop lifelong learning habits that will serve
them well both at Capgemini and everyday life, while
ensuring their employability to meet demanding market
requirements.

Section 4.3.2

Capgemini ensures that women employees fully take partin corporate life and in decision making processes at alllevels, as equals of men. One of our objectives set out inthe ESG policy is to reach a minimum of 40% of women in
our teams and 30% in Executive leadership roles by 2025 toenhance a diverse, equal, and inclusive work environment.

Section 4.3.3

Capgemini is committed to opening Science, technology,
engineering, and mathematics (STEM) careers to more
women. To this end, we have several Digital Literacy
programs that are designed to spread awareness andinspire girls and young women to pursue careers intechnology. Aside from ensuring a fair representation of
women among our trainees, we have also designed several
Digital Academies entirely dedicated to women.

Section 4.3.6

Social4.

Target 5.1: “End all forms of
discrimination against all women andgirls everywhere”
Target 5.5: “Ensure women’s fulland effective participation and equal
opportunities for leadership at alllevels of decision‑making in political,
economic and public life”
Target 5.b: “Enhance the use oftechnology, in particular informationand communications technology,
to promote the empowerment of
women.”

134

Section 4.3.2
Section 4.3.4

2021 UNIVERSAL REGISTRATION DOCUMENTOUR ESG COMMITMENT AS A RESPONSIBLE LEADER
Capgemini ESG pledge: leveraging technology for the benefit of all
SDG

TargetCapgemini’s contribution

More details

Target 8.5: “By 2030, achieve full andproductive employment and decent
work for all women and men, including
for young people and persons withdisabilities, and equal pay for work ofequal value”

We have implemented a set of policies around inclusion,
health and Safety and continuously engage with our
employees to measure their level of satisfaction andwellbeing in the workplace.

Section 4.3.3

Section 4.3.1

Section 4.3.4

We are committed to facilitate the inclusion andprogression of people with disabilities, neurodivergence orsuffering from long or chronic illness in the workplace.
The Group rewards individual and collective performancewith a remuneration model that is competitive, motivating
yet flexible, and is offering equal remuneration forequivalent role, level of expertise, seniority, andperformance.

Target 8.6: “By 2020, substantiallyreduce the proportion of youth not in
employment, education or training”

Target 8.7: “Take immediate andeffective measures to eradicate forced
labour, end modern slavery and humantrafficking and secure the prohibitionand elimination of the worst forms ofchild labour, including recruitment anduse of child soldiers, and by 2025 end
child labour in all its forms”

We reached close to 325,000 employees at year end and
18% of our headcounts are less than 25 years old.

Section 4.3.1

Through our Digital Academy program, Capgemini
contributes to the upskilling of disadvantaged
populations on topics such as IT, ITES, web development,
cybersecurity, etc. We strongly believe that our graduates
not only enrich the diversity of our own organization
but also represent an alternative pool of diverse talents
trained in top notch skills. Therefore, we take substantial
actions every year to integrate these diverse and talented
graduates within our organization, either throughinternships or full-time positions.

Section 4.3.6

As an ethically responsible company, we comply with the
Principles of the Universal human Rights Declarationof 1948 and the fundamental conventions of theInternational Labor Organization (ILO) refusing the use offorced and child labor.

Section 4.3.4
Section 4.4.2

Target 8.8: “Protect labour rights
and promote safe and secure working
environments for all workers, including
migrant workers, in particular women
migrants, and those in precarious
employment”
Target 10.2: “By 2030, empower andpromote the social, economic andpolitical inclusion of all, irrespectiveof age, sex, disability, race, ethnicity,
origin, religion or economic or otherstatus”

We promote the inclusion of all kinds of talents
irrespective of age, gender, sexual orientation, social
background, ethnic origin, disability status, religion, or
political beliefs.

Section 4.3.3

We actively onboard and promote diverse profiles, withmore than 40% of women among our new recruits andclose to 3,000 people with disability. Our programs forunder-represented minorities in North America and LGBT+
networks are represented in 26 countries.
We encourage all Capgemini employees to contributeto our Diversity & Inclusion (D&I) strategy and cultureof inclusion through Employees Networks or Resource
Groups.
Through our Digital Academy and Digital Literacy programs,
the Group contributes to the economic and social inclusionof disadvantaged populations. It includes NEET (Not in
Education, Employment, or Training) youth, refugees,
marginalized groups, women, elderly, ex-offenders,disabled, refugees, homeless, etc.

CAPGEMINI

Section 4.3.6

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Capgemini ESG pledge: leveraging technology for the benefit of all
SDG

TargetCapgemini’s contribution

More details

Target 16.5: “Substantially reduce
corruption and bribery in all theirforms”

Our zero tolerance for corruption stems from this cardinalvalue, underpinning our anti-corruption program. It is partof Capgemini’s commitment to society reflected in the 10thprinciple of the UN Global Compact, which Capgemini firstsigned in 2004. The member companies of this programsupport and comply with ten principles in the areas ofenvironment, human rights, labor rights and the fightagainst corruption.

Section 4.4.3

Target 16.b: “Promote and enforce
non‑discriminatory laws and policies
for sustainable development”

Since 2015, Capgemini implemented the SupplierStandards of Conduct, which formalize the standards thatwill be applied and enforced in its business relationships
with its partners and suppliers. The terms of the Standardsof Conduct define the prerequisites regarding ethics
and compliance, Corporate Social Responsibility, andsustainable development, and ensure that our suppliers
are committed to supporting our ESG priorities.

Section 4.4.3

Governance

4.1.2

ESG governance and organization: Empowering local initiatives
through an aligned leadership[GRI 102-18]

4.

We have set up a clear ESG governance and organization to structure
and implement both our Group and local ESG programs.
The Board of Directors of Capgemini SE, the Group’s parent
company, ensures that long-term value creation for all stakeholders
is promoted. It has the duty to monitor and steer the Group ESG
strategy overall, ensuring ESG is fully embedded in the Group’s
main strategic orientations.
Our ESG priorities and mid-term objectives were approved by
the Board in 2021 and will be monitored going forward by the
Board of Directors, which can rely on the work of its Committees
for this purpose.
In particular, the monitoring of the Group CSR strategy (built
around three fundamental pillars: Diversity & Inclusion, Digital
Inclusion, and Environmental Sustainability) has been entrusted
to the Strategy & CSR Committee of the Board since the end of
2018. This Committee also ensures consistency in the considerationof social and environmental aspects in the Group’s main strategicorientations. Each year, one Board meeting is devoted to monitoring
the Group CSR strategy and progress made towards our targets,based on a report issued by the Strategy & CSR Committee. The
Board also ensures that the compensation of the CEO and Top
Management includes objectives and performance conditions inline with our CSR strategy.
The Ethics & Governance Committee verifies the implementation ofgood governance rules within the Group and proposes to the Board
initiatives aimed at guaranteeing the excellence of its Corporate
Governance practices. It also verifies that the Group’s seven core
Values are correctly applied, adhered to, defended, and promoted.
It ensures that the Group implements an anti-corruption programand complies with the rules and conventions governing humanrights and fundamental freedoms in the exercise of its activities.
Each year, one Board meeting is devoted to governance, based ona report from the Ethics and Governance Committee.
The Compensation Committee ensures that the Chief Executive
Officer implements a policy of non-discrimination and diversity,

136

notably with regard to the balanced representation of men andwomen in the Group governing bodies (Executive Committee andExecutive Leadership positions in particular).
Finally, the Audit and Risk Committee ensures that the most majorrisks faced by the Group, such as financial, legal, operational, social,and environmental risks, are identified, managed, and monitored,
particularly through a review of the risk mapping prepared andupdated by the Group Risk Committee. The Audit and Risk Committee
is responsible for ensuring the existence and monitoring of theefficiency of risk management and internal control systems. Each
year, one Board meeting is devoted to risk monitoring, based ona report from the Audit and Risk Committee.
The role and work of the Board of Directors and of its Committees
in 2021 are presented in more detail in Sections 2.1 and 2.2 of the
Universal Registration Document.
The General Secretary leads a centralized ESG team working
with key corporate functions, business teams and geographies tostructure our ESG priorities, monitor our performance and progress,
guide local teams to speed-up both client and corporate innovative
solutions, and manage our ESG reporting. he also chairs the ESG
Steering Committee which proposes strategic recommendations
and decisions on our integrated responsible business and ESG
priorities to the Group Executive Board and the Board.
Consistent, unified, and resolutely client-focused, Capgemini’s ESG
organisation draws on the full range of the Group expertise anddevelops synergies between businesses, offerings, and geographicalareas. Thanks to this unified approach, our stakeholders benefit
from unique breakthrough ideas combining strategy, technology,
data science, and creative design.
We value local initiatives and dedicated organizations, as ournet zero Board for example, to leverage energies on each of oureight priorities. These groups meet regularly to monitor our ESG
performance and identify improvement areas.
The ESG reporting team shapes and recommends our ESG reporting
strategy, goals and reporting frameworks.

2021 UNIVERSAL REGISTRATION DOCUMENTOUR ESG COMMITMENT AS A RESPONSIBLE LEADER
Capgemini ESG pledge: leveraging technology for the benefit of all

Focus on CSR governance and organization
The Chief CSR Officer is responsible for executing the Corporate
Social Responsibility (CSR) strategy for the Group and is a memberof the Group Executive Committee. The Chief CSR Officer reports to
a Group Executive Board member. The CSR strategy, key initiatives
and periodic updates are presented to and ratified by the Group
Executive Board and mobilized through the Group Executive
Committee and the Country Boards. Our CSR strategy comes tolife through a network of CSR leaders and teams at country-levelin main geographies and at Business Lines level, who in turnorchestrate this effort through Employee Resource Groups, Affinity

4.1.3

In addition, we have established this year a new governance model
to support the development of our net zero strategy, involving
various Group functions, which is described further in Section 4.2.1.

ESG materiality matrix and ESG risk management[GRI 102-15]; [GRI 102-47][SASB TC-SI-550a.2]

4.1.3.1

Networks and colleagues across the business. Country Boards orequivalent management teams comprising of representation fromall operating units play an important role in leading by example
and enabling CSR goals and resources in their respective country.
Finally, we have networks for each pillar of our CSR strategy. It isthrough these networks that we accelerate alignment between
initiatives across the Group, leverage best practices and amplify
our impact on society, the planet, and our people.

Focusing on ESG material topics

The Group regularly performs materiality assessments, pursuant
to which Group considers economic, social, environmental andgovernance topics to be “material” if they have, or may have, aneffect on the Group’s ability to create or protect value. This isdetermined by considering their effect on the Group strategy,
governance, performance, or prospects.

In 2021, the Group updated its materiality matrix following
consultation with both our internal and external stakeholders,
including clients, investors, suppliers as well as representativesof civil society and a cross-section of employees, as set out in
Section 3.2.2. The positioning of topics on the materiality matrix
clearly demonstrates a strong level of alignment between the viewsof internal and external stakeholders, gathered independently
through consultation with a stronger emphasis on climate change
and people engagement as compared to the previous version of
the materiality matrix from 2019.

Of the 23 material topics, 17 are directly related to ESG.

CAPGEMINI

4.

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4.1.3.2

Managing ESG risks

The Group proceeds regularly with an assessment of ESG risks
across the Group’s entire value chain, covering its own activities,
its subsidiaries, customers, suppliers, and subcontractors. In
2021, the Group reviewed its risk mapping exercise undertaken
in 2020 (covering both ESG risks and risks specific to its duty ofcare obligations) through consultation of internal and external
stakeholders. For more details, please refer to Section 3.2.2.

implemented to mitigate them, and we detail the results of thesepolicies through specific key performance indicators.
The Group functions that played a key role in identifying andcontrolling major risks include the Internal Audit, Ethics, Compliance,
CSR, Finance, Risk & Insurance, Legal, Human Resources, andSecurity & Mobility.
The table below mentions the sections where those topics aredescribed.

This updated risk mapping exercise identified twelve ESG macrorisks. For each material topic and ESG risk, we set out the policies
Material topics(2021 update)

ESG macro risksGroup critical risks

Peopleengagement— Deteriorationof labor
relations

Talentattraction,
retention &development— Insufficientdevelopment
andmaintenanceof skills*— Difficulty inattracting,developing,retaining and/or losing key
talent and key
Executives— Failure to
attract,
develop andretain and/or loss of key
talents andExecutives/
Managers*

4.

Diversity& Inclusive
Environment— Diversity— Non-significant
risk

Key Performance Indicators

4.3.5— Average number of learning hours per employee
trained— Total number of training hours (millions of hours)— Number of people hired by the Group(external hiring)— Number of new hires (acquisitions)— Employee voluntary attrition rate (%)— Total attrition rate (%)

4.3.2

—
—
—
—

4.3.3

—
—
—
—
—
—
—

Health, safety& well‑being

138— Personal
security andoccupationalsafety risks*— Risks related topersonal safety

References

Breakdown of the headcount by gender
Share of women in Executive leadership positions
Share of women in the Executive Committee
Share of women among new Vice-Presidents(internal promotions and external hiring)
Share of women in the workforce
Employees with disabilities[NEW] Share of women in management positions
in revenue generating functions[NEW] Women in revenue producing roles[NEW] Women in STEM related positions[NEW] Share of women in entry level positions[NEW] Share of women in junior management
positions— Percentage of travellers who complied with theSnapshot process— Percentage of travellers who have followed thetraining (low risk countries)— Assistance activity for travellers and/or expats(health, security, travel): total number ofinterventions for employees— [NEW] Number of serious events to monitor(terrorist attacks, flooding, tornadoes, civil
unrest…) affecting employees

4.3.1

4.3.4

2021 UNIVERSAL REGISTRATION DOCUMENTOUR ESG COMMITMENT AS A RESPONSIBLE LEADER
Capgemini ESG pledge: leveraging technology for the benefit of all
Material topics(2021 update)

Digital inclusion
Contribution to
local development

Climate change
Environmental
management

ESG macro risksGroup critical risks

Key Performance Indicators— Digital
Inclusion— Non-significant
risk— Total cumulative number of Digital Inclusion
beneficiaries since 2018
— Total number of Digital Inclusion beneficiaries per
year— Number of Digital Academy graduates— Number of Digital Academy graduates hired byCapgemini— Number of beneficiaries supported in Digital
Literacy programs

4.3.6— Climate change(transitionalrisk)— Non-significant
risk— Emissions per employee (tons CO2e per employee)— % change in emissions per employee vs 2015baseline— % change in emissions per employee vs 2020
baseline— Absolute scope 1 and 2 emissions (tCO2e)— % change in scope 1 and 2 emissions vs 2015baseline— Share of operations covered by ISO14001 (shareby headcount)— Energy efficiency (kWh/m²)— Scope 3 emissions from purchased goods andservices (tCO2e)— Commuting emissions per employee (tCO2e)— Share of electricity from renewable sources— Business travel emissions per employee(tons CO2e per employee)

4.2

Helping clientsachieve theirsustainability
goals
SustainablegrowthNaturaldisasters

CAPGEMINI— Country/
political risk
& natural
disasters*— Country risks/
Political
violence orrisk of natural
disaster

References

4.
4.3.4

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Material topics(2021 update)

Data Privacy
Cybersecurity

ESG macro risksGroup critical risks

Key Performance Indicators— DataProtection
failure*— Risks related topersonal dataprotection— Percentage of employees attending the dataprotection training— Number of requests of data subjects exercising
one of the rights granted under GDPR
— Number of users whose information isintentionally used for a purpose that is outside theprimary purpose for which the data was collected— Number of public authorities requests for user
information, number of users whose information
was requested and percentage resulting in
disclosure information— Number of law enforcement requests for user
information, number of users whose information
was requested and percentage resulting in
disclosure— Number of substantiated complaints related
to customer privacy and loss of customer data
received by the Company— Number of data breaches notified as data
controller to competent Data Protection
Authorities— Percentage of revenues associated to client
engagements triggering processing of personal
data subject to an end-to-end digital maturity
assessment— Percentage of DPO certified with one of theexternal official certifying bodies— The amount actually paid to individuals in thecontext of a data protection claim against theCompany processing their personal data

— Cyber risks*— Cyber risks

—
—
—
—
—

[NEW] Baseline policy compliance (out of 10)[NEW] ISO 27001 certification coverage[NEW] CyberVadis score (out of 1 000)[NEW] RiskRecon score (out of 10)[NEW] BitSight score (out of 900)

4.4.4

— Noncompliancewith labor orenvironmental
laws— Adversechanges and/or
noncompliancewith laws andregulations— Share of employees having completed thee-learning module on Code of Business Ethics,
Anti-corruption policy, cybersecurity [NEW] andCompetition laws policy— [NEW] Number of fines paid with regard to
non-compliance with competition laws provisions— Number of legal actions initiated under national
or international laws designed primarily for the
purpose of regulating anti-competitive behaviour,
anti-trust, or monopoly practices— [NEW] MSCI ESG rating on Corporate Governance— Percentage of new suppliers above 50K euros
spend committed to the ESG Standards enforced
by Supplier Standards of Conduct commitments

4.4.3

4.

Compliance
Responsible
procurement

140

References

4.4.3.32021 UNIVERSAL REGISTRATION DOCUMENTOUR ESG COMMITMENT AS A RESPONSIBLE LEADER
Capgemini ESG pledge: leveraging technology for the benefit of all
Material topics(2021 update)

ESG macro risksGroup critical risks

Key Performance Indicators

Values andethics— Unethicalbusiness— Unethicalbehaviour— [NEW] Percentage of the workforce with Ethics
Score between 7-10
— Alerts reported on SpeakUP— [NEW] Share of total alerts that are no longer
subject to action— Share of total anonymous alerts reported on
SpeakUP— Share of the closed alerts and those established/
proven— [NEW] Total number of alerts of discrimination
during the reporting period— [NEW] Share of discrimination alerts that are nolonger subject to action— [NEW] Share of the closed discrimination alerts
and those established or/proven— [NEW] Total number of alerts of harassment(including sexual harassment and retaliation)
during the reporting period— [NEW] Share of harassment alerts that are nolonger subject to action

Human rights*

References

4.4.2

These risks have been identified as priority risks requiring specific action plans.

In addition to the above material topics, the Group tax policy is also described in Section 4.4.3.5.

4.

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4.1.4

Stakeholders’ approach and engagement[GRI 102-40]; [GRI 102-42]; [GRI 102-43]; [GRI 102-44]

4.1.4.1

Leveraging the dynamics of our stakeholders
through a constant dialogue

Capgemini’s success is built upon its ability to establish trusting
relationships with each of its stakeholders.
As a committed player in the regions where we operate, the Group
strives to communicate regularly with all parties to ensure that
digital and technological transformation are a source of long-term

growth. This dialog enables us to offer solutions that are best
adapted to the needs of each stakeholder whether we have regularor occasional interactions.
We establish this communication with our stakeholders on threelevels: at the Group level, at the level of its organizational andlocal entities, but also at the level of each employee. Capgemini
has defined and developed an ad hoc interaction method withplayers in each of these five categories:

FINANCIALCOMMUNITYPEOPLE———————————————
Employees,
local and international
works councils●●———————————————
Talent pool, families,
alumni●●———————————————
Shareholders●●———————————————
Banks, financial analysts,
ratings agency,
ESG indexes●●

CLIENTS———————————
Existing clients●●———————————
Potential clients,
our clients’ecosystems●●

4.

PARTENAIRESCOMMERCIAUXCIVIL SOCIETY AND
PUBLIC AUTHORITIES———————————————
Alliances, fournisseurs,
autres partenaires●●———————————————
Leaders de marché, startup,
organisations professionnelles
ou sectorielles, organismesde normalisation●●————————————————
Local communities, academics,
thought leaders, think tanks,
local authorities, regulators,
legislators, EU●●————————————————
Citizens, NGOs, media,
international organizations(OECD, etc.)●●●● Long-term relationships / strong reciprocal influence●● Occasional interactions

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For example:— The Group regularly interviews key external and internal
stakeholders, including clients, suppliers, investors, partners,
and members of civil society, as well as a representative
cross-section of employees, to gather their vision of theemerging risks and opportunities impacting our business(please refer to Section 3.2.2 for more details on the Group’s
general approach and on the consultation carried out during
the first semester of 2021.
— The Group’s purpose (“Unleashing human energy throughtechnology for an inclusive and sustainable future”),
released in 2020, was developed in collaboration with all its
stakeholders, especially its employees. A questionnaire wassent to employees to gather their opinions and suggestions
and workshops were organized. At the same time, theGroup interviewed clients, partners, and NGOs in the formof one-on-one interviews, and gathered the opinions ofinvestors through an online survey.
— The Group has set up an Advisory Board, chaired by Paulhermelin and made up of technology experts (four womenand four men) selected on their ability to deliver a strategic
vision and echo the expectations of our clients.
— Attentive to what our talents are saying, our Pulse digitalplatform collects comments anonymously through regularsurveys. More than 120,000 employees provide their opinions
every month. This allows us to act quickly and at all levels of
the organization to develop personalized experiences for
employees, thus improving the Group’s appeal (please refer
to Section 4.3.1 for more details).
— SpeakUP, our ethics helpline made available to our teammembers, customers, suppliers, and business partners,
empowers people to report alerts, and ask for advice
and guidance about actions or behaviours that are (1) notaligned with our values and ethical aspirations, (2) not incompliance with applicable laws, regulations, and internal
compliance requirements, or (3) that may significantly affectvital interests of Capgemini and its affiliates (please refer to
Section 4.4.2 for more details).
— Our global “Voice of the Client” program, covering ourpriority clients, enables us to broaden and deepen the way
we assess our clients’ experiences in multiple dimensions.
— Regarding shareholders, in addition to revenue and financial
results presentations, the Group held two virtual eventsin 2021 dedicated to financial analysts and institutional
investors: a Capital Markets Day to discuss its strategic
direction after announcing new medium-term ambitions andan ESG webinar to present and discuss the Group’s new ESG
policy, priorities and objectives.
— Finally, 2021 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 behindclosed doors. The Board of Directors, however, ensured that
the Annual General Meeting remained an important momentof dialog between the Company and its shareholders byoffering a mechanism within the Annual General Meeting
live webcast platform that allowed exchanges between
the Board and the shareholders (see Section 6.5 for more
information on dialog with shareholders).

CAPGEMINI

4.1.4.2

Other public commitments[GRI 102-12]; [GRI 102-13]
We are also advocating for, and reaching out to peers, partners,clients, consumers, and the public at large. Capgemini’s commitment
extends to ambitious national, regional, and global initiatives.

We are signatories of the UN Global Compact since 2004.
The member companies of this program support and comply withten principles in the areas of environment, human rights, laborrights and the fight against corruption.

Environment— We have been signatories of the UN Global Compact’s“Caring for Climate” initiative since its inception in 2007.
— We became a signatory to the Taskforce for Climate-related
Financial Disclosures (TCFD), supporting actions to build
resilient solutions to climate change through climate-related
financial disclosures.
— Capgemini is included in the 2021 S&P Global Sustainability
Yearbook, an important recognition of our leadership insustainability, with companies listed being in the top 15% of
their respective industries.
— We signed a joint letter along with over 170 CEOs toEuropean heads of state calling on them to increase
emissions reduction targets to ensure they reach their net
zero target by 2050.
— We became a signatory to the RE100, committing totransition to 100% of our electricity to renewable sources by2025.
— Science Based Targets initiative (SBTi) validated our carbon
reduction targets as being in line with the level of reductionneeded to limit global warming to 1.5°C.
— We became a founding member of UN’s Race to Zerocampaign – a coalition of leading net zero initiatives.
— We signed the Business Ambition for 1.5-degree targets.
— We joined the World Economic Forum’s Alliance of CEO
Climate Leaders, a global community of Chief Executive
Officers who catalyse action across all sectors and engage
policymakers to help deliver the transition to a net zeroeconomy.
— We became a member of the EV100, committing to transition
the entire global Company fleet to 100% electric vehicles
by 2030, ensuring access to electric charging infrastructure
across their estate.
— We became a corporate alliance member of the WEF’s 1t.org
and are committed to plant 20 million trees by 2030 to help
fight climate change and support biodiversity.
— We became member of the European Green Digital
Coalition, a group of companies committed to supporting
the Green and digital transformation of the EU.

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OUR ESG COMMITMENT AS A RESPONSIBLE LEADER
Environment: Accelerating the transition to Net zeroSocial— Capgemini is committed to protecting and preserving humanrights in accordance with the United Nations Universal
Declaration of human Rights, the UN Guiding Principles on
Business and Human rights, and the International Labour
Organization’s Declaration on Fundamental Principles andRights at Work (“ILO Declaration”) with its 8 core conventions.
— We joined the Business 4 Inclusive Growth (B4IG) coalition
which is a partnership between the OECD and a CEO-led
coalition of global organizations, where we are leading aworking group on the digital divide and actively contributeto the global task force on ethnic diversity.
— In 2020 we joined the “Valuable 500”, which is a global
CEO community revolutionizing disability inclusion throughbusiness leadership and opportunity.
— We are a member of the International Labor Organization’s“Global Business and Disability Network”.

4.

— Capgemini was re-confirmed as a constituent of the Ethibel
Sustainability Index (ESI) Excellence Europe and the Ethibel
Sustainability Index (ESI) Excellence Global.
— Capgemini continued our inclusion in the STOXX ESG Leaders
index, which offers a representation of the leading global
companies in terms of environmental, social and governancecriteria, based on indicators provided by Sustainalytics.
— Capgemini retained our “AA” rating on the MSCI Index as aleader in its industry in managing the most significant ESG
risks and opportunities.
— Capgemini remained a constituent of the FTSE4Good Index.
— Capgemini got the 3rd rank out of 83 companies thatparticipated in the Vigeo Eiris Index and was awarded theEuronext Vigeo index: Europe 120, recognizing the 120 mostadvanced companies in Europe.

— We have been signatories of the Women’s Empowerment
Principles since 2011.

— Capgemini has been included in the S&P Global Sustainability
Yearbook 2021, which is an important recognition of ourleadership on sustainability, with companies featured being
the top 15% of their industry.

Governance

Environment-related recognition— We refer to the AFEP-MEDEF Corporate Governance Codefor issuers listed on the Paris Stock Exchange since its initialpublication in 2008.

— Capgemini has achieved a position on the’A List’ publishedby the global environmental non-profit Carbon Disclosure
Project (CDP) for its leadership in corporate sustainability,
and in particular for its actions to cut emissions, mitigate
climate risks and develop low-carbon economy.

— We follow the principles and concepts of the Framework
published by the Value Reporting Foundation (VRF) and arepart of the Business Network.
— We have been signatories of the Paris Call for Trust andSecurity in Cyberspace since its inception in November 2018.

Sustainability-related recognition— Capgemini achieved a Platinum rating in our Ecovadis CSR
assessment, the highest possible rating with a score whichputs us in the top 1% of organizations assessed.
— Capgemini retained our “Prime” status in the ISS ESG
Corporate Performance index, increasing our score toachieve a place amongst the top 2% of highest scoring
companies in our sector.
— Capgemini is awarded as a Top‑Rated ESG Performer by
Sustainalytics in 2021 out of more than 4,000 comprehensive
companies covered by the Index.

4.2

Diversity & Inclusion-related recognition— The Company listed in the 2022 Bloomberg Gender‑Equality
Index (GEI), a modified market capitalization-weighted index
that aims to track the performance of public companies
committed to transparency in gender-data reporting.

Ethics-related recognition— The Company has been recognized as one of the World’s
Most Ethical Companies® by the Ethisphere® Institute fornine consecutive years in a row.

Environment: Accelerating the transition to Net zero

[GRI 103-1]; [GRI 103-2]; [GRI 103-3][TC-SI-130a.3]
The scale of the climate challenge and the urgent need to accelerate
global decarbonization has once more been underlined by theIntergovernmental Panel on Climate Change (IPCC) in its sixth
assessment report. In addition, the central theme of the United
Nations’ COP26 summit in Glasgow was accelerating action towards
meeting the goals of the Paris Agreement. This would requirea decarbonization rate of 7.6% per annum until 2030. however,current policies and pledges are not yet aligned to a 1.5°C pathway
and time is running out.

144

— Capgemini has earned once again a place on CDP’s 2021
Supplier Engagement Leaderboard in recognition of ourefforts to measure and reduce climate risk within our supply
chain. This puts Capgemini in the top 8% of companies who
disclosed to the full climate change questionnaire.

Whilst the global carbon emissions in 2020 dropped some 6% dueto the COVID lockdowns, 2021 emissions bounced back almost to
pre-pandemic levels. Yet we need decarbonization to be at least at
the level of 2020 to keep sight of the 1.5°C target. A challenge ofthis scale should matter to all businesses, calling for the disruptionof business models, systemic change, and collaborative action
across industries.
Capgemini has a longstanding commitment to environmental
sustainability, with a strategy that focuses on managing and reducing
our own environmental impacts, whilst deploying our expertisein technology, engineering, and business transformation to help
clients address their own sustainability challenges. Our efforts

2021 UNIVERSAL REGISTRATION DOCUMENTOUR ESG COMMITMENT AS A RESPONSIBLE LEADER
Environment: Accelerating the transition to Net zeroand performance have been rewarded with a position on CDP’s A
list of cities and companies leading environmental performance,
and the award of Platinum status from sustainability ratings
provider EcoVadis.

Having achieved our initial target to reduce carbon emissions by 30%
per employee, we increased our ambition and are now committed
to achieving carbon neutrality across our operations by 2025
and becoming a Net zero business well before 2050.

4.2.1

Specific governance dedicated to climate change challenges

4.2.1.1

Net zero governanceWith our net zero ambition, a reinforced governance structure
has been implemented to support the development of our Net
zero program:— The net zero Board provides Executive level governance forour environmental sustainability program, with responsibility
for monitoring climate risks and reviewing, debating, andapproving climate and sustainability policies and practices
for the Group. The Board comprises our Group CEO withother members of the Group Executive Committee and ischaired by our sponsor, a Group Executive Board member
and the Global Head of Capgemini Invent. Core membership
includes the Chief Financial Officer, the Chief CSR Officer, theGroup Head of Environmental Sustainability, and the CEO ofCapgemini India (accounting for almost half of the Group
headcount and ca. 46% of our total carbon emissions). The
Net zero Board has planned periodic meetings.
— The Board is supported by a Cross‑Function Sustainability
Committee
whichbringstogethersustainability,
procurement, corporate real estate, and group IT, with key
organizational functions such as Corporate Real Estate,Group IT and Procurement, and a Net zero Steering
Committee composed of key members of the sustainability
team.
— A Net zero Management Committee looking after thegovernance of the Environmental Management System(EMS). On a day-to-day basis, the Group’s long established
Environmental Sustainability team is driving change at
all levels of the business, working in partnership with key
organizational functions such as Corporate Real Estate
and Procurement. In addition, there is a dedicated team ofglobal and local experts looking after the Environmental
Management System (EMS), making sure that the strategy
is both translated into action plans and closely monitored.
Read more about our EMS in the following Section.
— In addition, our CEO, the Group Executive Committee, theGroup Executive Board, and the Board of Directors are
all consulted and involved in key decisions relating to oursustainability program. Ultimate Executive responsibility formaterial decisions relating to the program sits with the CEO
Aiman Ezzat.

4.2.1.2

Management Systems

Our Net zero Program is underpinned by two key management
systems that are essential for managing and monitoring ouractivities and for taking informed decisions:— Our global Environmental Management System (EMS)
provides a framework for managing the environmental
performance of our business. Having an Environmental
Management System is not only a way of monitoring
legal compliance, but it also provides a framework fortransforming our environmental performance as a business,

CAPGEMINI

and ensures we have the right measures and governanceto manage our operations efficiently. Capgemini has a
global ISO 14001 certificate for its EMS, which has been
built on over a decade of experience in environmental
management. Our EMS is delivered by a Global Sustainability
Center of Excellence and environmental experts whomake sure that we manage all our environmental risks
and impacts effectively and remain compliant with alllegal and regulatory requirements. The Capgemini global
ISO 14001 EMS now supports operations in 31 countries,
covering 273,897 employees. In 2021, we added three newcountries to the Group (Portugal, Ukraine, and Colombia).
In addition, our Altran business has ISO 14001 certification
at several strategic sites, covering 65% of the Altran
headcount. This means that overall, 93% of the Capgeminigroup is certified under ISO 14001. In 2022, we will bring theremaining Altran countries and sites fully into the scope ofour global certificate. In addition, the business holds a global
ISO 50001 EMS covering France, Netherlands, and the UK,with India holding a local certificate. Also, the business holds
a global ISO 45001 Health and Safety management system
certificate covering Germany and the Netherlands, with local
ISO 45001 certificates in Italy and India. Further expansion of
ISO 50001 and ISO 45001 is planned in 2022.
Our Environmental Policy sets out the minimum measuresrequired by all Capgemini entities in support of our Global
Environmental Sustainability program. It is available here: https://www.capgemini.com/resources/group-environmental-policy.
— Our Carbon Accounting System provides a comprehensive
data set concerning our carbon impacts, with around
10 million data points covering 99% of our operations,collected and analysed each year. having one centralized
team and system responsible for gathering, processing, andreporting data helps us maintain a high level of consistency
and data quality. We use this extensive data set to enable avery granular view of greenhouse gas emissions, and to help
us pinpoint opportunities to reduce emissions.
In 2021, we integrated environmental data from Altran into
Capgemini’s carbon accounting processes with operations in
Ukraine added to our reporting for the first time.
We continue to capture and report data monthly for ourbiggest countries, representing over 65% of Capgemini and
Altran emissions, enabling faster engagement with the data
and results. We also maintain a series of interactive dashboardsfor our sustainability and corporate real estate communities
to engage with the data. Data from our carbon accounting
system also feeds into other systems and processes. The
Carbon Travel Dashboard is a web-based reporting tool thatenables Capgemini’s client-facing teams to track and manage
both the costs and emissions associated with business travel.
It provides a detailed breakdown of carbon data, enablingaccount Executives to make informed decisions to help reduce
their teams’ carbon footprint and to engage directly with theirclients on their environmental travel impacts.

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4.2.2

Impacts of climate-related risks and opportunities for our business[GRI 201-2]
In line with the recommendations of the Taskforce on Climate
Related Financial Disclosures (TCFD), we consider the (potential)
impacts of climate change on our business. Although the diverse
and agile nature of our business, serving a wide range of sectors
with a varied portfolio of services, gives us some protection, we
recognize that the level of climate-related risks is likely to escalate
in the coming years and therefore the management of climate
risks is essential.
Consequently, we take steps to understand and build resilience
to climate risks. Throughout 2020 and 2021, we re-launched ourClimate Change Risk Assessment (CCRA) process with strongeralignment to the recommendations from the TCFD. Specifically,
we revised our CCRA process with a stronger focus on transition
risks and climate-related scenario analysis, and with increased
integration into our corporate risk management processes.

4.

Workshops have been hosted with cross functional teams both at
a Group and local level to assess the risks applicable to Capgemini.
Publications from the IPCC and the International Energy Agency, as
well as government reports and credible scientific journals, havebeen used to conduct a preliminary assessment of the physicalclimate hazards, the climate transition plans, and the policy andpublic sentiment with regards to climate change. We then analysed
the climate risks and opportunities facing key sectors or key
clients that we serve, to understand potential knock-on impacts
for Capgemini. We focus on compiling findings and potential risks
that are aligned with the following IPCC scenarios:— SSP1: A scenario where strong, rapid transformation to a low
carbon society takes place, driven by governments globallyand with a strong push from consumers and society to tackle
the issue. In this scenario, extreme weather is more common,but the worst impacts of climate change will be avoided.
Global temperature increases are held at 1.5°- 2°C above
pre-industrial levels by 2100.
— SSP2: The world follows a path in which social, economic, andtechnological trends do not shift markedly from historicalpatterns. Global and national institutions work towards but
make slow progress in achieving Sustainable Development
Goals. Global temperature increases will be around
2.7° above pre-industrial levels by 2100.
— SSP3: A scenario where action to mitigate climate change is
not taken unilaterally, and the more extreme physical effects
of climate change come into effect, contributing to increased
conflict and mass migration. Investment in climate mitigationis slow and therefore countries must invest in adapting to theconsequences of climate change.
The scenarios are deliberately distinct and help us to test out arange of possible futures and analyze what their impact could befor our business and our strategy – as a starting point, we focus
on describing the potential risks in a “maximum impact” scenario;
for example, when looking at carbon pricing, we would consider
the likely carbon price in a SSP1 scenario where policies are likely
to be stronger, whereas when analysing the increased prevalenceof extreme weather, we would use a SSP3 scenario to take into
account more extreme physical impacts in the long term.
The risks identified during the Capgemini CCRA have been prioritizedin terms of likelihood and impact. Those that scored the highest
are listed below.
Residual
financial impact
short term (0-2y)

Risk

Mitigating actions

Physical risks— Delivery structure: The distribution of service delivery
amongst many production sites globally reduces the riskof business interruption in the case of extreme weather
events, by ensuring backup solutions are available.

1) Employees being
impacted by theconsequences of extreme
weather events resulting
in’down time’ and reduced
productivity2) Our offices anddelivery centers being
affected causing businessdisruptions

Low

Long term
expectation (5-15y)

The risk is likely toincrease over time,
especially in a SSP2
and SSP3 scenario.

— IT provisions: Production systems and services provided
are duplicated and covered by periodically tested backup
plans.
— Telecommunications networks used are duplicated incases where “Rightshored” production resources are
deployed. Should the preferred communications network
breakdown, service continuity is ensured by using
alternative routes.
— In addition, Group IT provides equipment, software andconnectivity ensuring employees can work remotely which
secures service continuity in the case of extreme weather
events that disrupt transport links.
— Audit: Capgemini has implemented an audit program ofinternal and external risks at its operating sites, covering
environmental, health and Safety issues for people andbuildings.

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Environment: Accelerating the transition to Net zero
Residual
financial impact
short term (0-2y)

Risk

Mitigating actions

Transitional Risks

Through our ISO 14001 certified Environmental
Management System (read more in Section 4.2.1.2),
we continuously keep track of local and international
regulatory developments and define action plans tocomply with these.

3) Speed and abruptnessof regulatory change
could result in difficulty
adapting to new regulation
or failure to comply
Misalignment withexternal sustainability
guidelines and standards(e.g. industry-specificguidance) could resultin failure to win client
contracts.

Long term
expectation (5-15y)

Low

Although we
expect to see
more stringent
regulations,especially in a
SSP1 scenario,
we are theopinion that weare well prepared
to comply withthese in a timely
and appropriatemanner in viewof our dedicatedresources
and systems.
Therefore, despite
the fact that therisk and is impact
may increase,
the residual risk
remains relatively
low.

We invest in getting relevant certification and validation
by external bodies to make sure we meet increasing
customer expectations.
Additionally, we have a growing number of dedicatedresources to work on ESG compliance, NFI disclosure andon the completion of annual assessments like EcoVadis
and CDP.
We make use of external experts e.g. consulting firms andauditors to guide us in aligning standards and upcoming
regulation.

4) Failure to capitalize
on our technology
expertise or accelerate
our technology offerings
could result in loss ofopportunities or market
share. Capgemini being
too slow to develop newsustainability offerings or
failing to capitalize on ourcurrent market leading
position on sustainability
could result in loss ofpotential opportunities
and market share.

Capgemini recognises that our biggest opportunity
to reduce global carbon emissions comes through thetransformation services we provide to our clients.
Throughout 2021, we have been developing specificsustainability-centric proposals and services designed tosupport our clients accelerate their sustainability journeys
and Net zero transformations.

Low

In a SSP1 scenario,
the customer
demand will
increase and get
more challenging
and the market
will be highly
competitive on
sustainability.
We are alreadyanticipating theshifting customer
demand andexpect the residual
risk to be relativelylow.

5) Carbon pricing:increased carbon prices
and the implementation ofa carbon tax will increase
the cost of e.g. air traveland non-renewableenergy.

Our Net zero strategy is aimed at drastically reducing
our carbon emissions across all scopes. As we want toalign SBTI’s Net zero standard, our carbon emissions
will ultimately reduce by 90+ % which will make us lessvulnerable to the increase of carbon price and/or tax.

Low

Although we
expect carbon
prices to increaseover time,
especially in a
SSP1 scenario, ouranticipated levelof decarbonisation
will keep this risk
low.

Physical and transitional risks have been included in the Group Risk
Register and are periodically assessed via Group risk mapping interms of impact and likelihood, which is validated by the Group Risk
Committee. For now, the transitional risks have not been classified
as critical, while physical risks are seen as critical in India notably(for more detail, please refer to Section 3.2.2).

CAPGEMINI

At a more granular level, risks identified through the CCRA are
being entered into our EMS at both Group and local level. The risks
become part of the Impact and Aspect Register, and action plans
are being defined to manage the risks, to monitor performance,and drive improvement.

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Environment: Accelerating the transition to Net zero

We also see climate related opportunities:

Key opportunities

Actions taken

Increased demand forsustainable products
and services, leading toincreased revenues

Developed sustainability centric products and services tomeet demand

Our carbon reduction
program offers theopportunity to reduce ourtravel and energy costs

We closely monitor and manage the progress towards our
Significant
targets. A dedicated team at Group level coordinates the next
steps required to stay on target for achieving our goals.

4.2.3

4.

Potential
financialbusiness impact
short term (0-2y)

Significant

Expectations longterm (5-15y)

In the longer term,
we expect to see
a big positive
impact in a SSP1
scenario but less soin a SSP2 or SSP3
scenario.
In the longer
term, theremaining saving
opportunities will
reduce as we getcloser to reachingout targets.

Our Net zero strategy and program

To reach our new ten-year Net zero ambition, Capgemini willcontinue to accelerate our carbon reduction program across thebiggest operational impact areas. Our Net zero program has two
main priorities:— Priority A: Act on climate change by being carbon neutral by2025 and becoming a Net zero business;— Priority B: Lead to the low-carbon economic transition
by helping our clients achieve their environmental
commitments;

4.2.3.1

Be carbon neutral by 2025 and becoming a
Net zero business (ESG priority A)

Our biggest operational environmental impacts result from ourbusiness-related travel, the energy use in our facilities, the officecommuting of employees, and from the goods and services webuy. We are committed to driving efficiency and innovation acrossthese impact areas.
Our Net zero ambition has been translated into an action plan andcomes with the following carbon reduction targets* which havebeen set against a 2015 baseline:

MetricInterim target

2030 target

Absolute scope 1 and 2 emissions-75% by 2025

-80% +

Share of renewable electricity*

100% by 2025

100% +

Business travel emissions per head

-38% by 2025

-50% +

Commuting emissions per head

-35% by 2025

-50% +

Scope 3 emissions from purchased goods and services
Office energy efficiency
Share of electric vehicles in company car fleet*-50% +-25% by 2022
(in kWh/m2)-35% +
100% +*
Our RE100 and EV100 commitments constitute the objective 2 in our ESG policy.
Targets marked with have been validated by the SBTi in 2020 as being in line with the 1.5-degree climate science.
Note: Our targets are currently being reviewed to align with the SBTi Net zero standard as released in October 2021. We are currently defining our long-term targets and havealready scheduled the validation of the refined targets by the SBTi in 2022. With the revision of the targets, we will move the baseline year to 2019.

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2021 UNIVERSAL REGISTRATION DOCUMENTOUR ESG COMMITMENT AS A RESPONSIBLE LEADER
Environment: Accelerating the transition to Net zeroOur 10-point plan

Read more about the actions we have taken in 2021 in Section 4.2.4.

4.2.3.2 Helping our clients reduce their carbon
emissions (ESG priority B)

4.
2. Our client carbon impact calculator

This ambition relies on three main priorities:

We have developed an internal tool to measure the CO²e. savings
delivered with our client projects and ensure we meet our 2030
target. The carbon impact calculator enables client engagement
teams to accurately calculate and report the environmental impactof their projects. The calculations performed by the tool are basedon the emissions factors and data developed by the Department
for Environment, Food and Rural Affairs (DEFRA) in the United
Kingdom and the International Energy Agency (IEA) – which areboth recognized by the Agence de l’Environnement et de la Maîtrisede l’Energie (ADEME), the French ecological transition agency.

1. A comprehensive sustainability offering portfolio

For any delivered project, the current version of our client carbon
impact calculator measures:

As one of the world’s leading business transformation experts, weare in the best position not only to reduce our own environmental
footprint, but also to help other corporations deliver their Net zerotransition, ensuring maximum positive environmental impacts
while enhancing their value chains.
We announced our ambition in 2020: to help our clients save
10 million tons of CO2e by 2030.

We have set a dedicated offering framework to empower andsupport our clients in turning climate challenges into opportunities.
The framework enables organizations to accelerate their net-zerotransformation from commitment to sustainable achievements
relying on three layers:— Commit Help organizations define their Net zero strategy,build the underlying organization, engage all relevant
stakeholders internally and externally while adjusting theirbusiness models accordingly.
— Act Help clients operationalize their strategy by designing
more sustainable products and services, refining theiroperations and supply chains to reduce their environmental
footprints, and by switching their legacy IT capabilities tosustainable IT.
— Monitor & Report Precisely model, track and anticipate
the evolution of any organization’s greenhouse gas (GhG)
emissions through sustainability data hubs and leveraging
innovative technologies (e.g. AI).

CAPGEMINI— the savings we help the client achieve, based on fourparameters:
–
–
–

–

reduction in the amount of fuel spent (diesel, petrol,
compressed natural gas or electric),
reduction in electricity consumption (depending on the
country (-ies) where the project is delivered),
reduction in data center usage (according to the country,
the number of physical servers in estate, virtual machines
in physical or private cloud, and virtual machines in public
cloud before and after migration),
reduction in water consumption (depending on the
country (-ies) where the project is delivered) ;— the impact associated with the delivery of the project: interms of business travel, home working, commuting, officeenergy consumption, and the related digital or data center
footprint.

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OUR ESG COMMITMENT AS A RESPONSIBLE LEADER
Environment: Accelerating the transition to Net zero

3. Educating, engaging, and empowering communities
As a business, we are focused on creating a culture where individualsustainable actions are normalized, and people are empowered tomake a difference on problems that matter to them. Our approach
to mobilize our people includes a focus on three areas: education,
engagement, and empowerment. We have developed guides
and computer-based training modules to enhance the collective
sustainability knowledge of our communities. With engagement
campaigns, we encourage people to make sustainable choices.
Through hackathons and business challenges, we create aplatform for our people to use their expertise and skills to address

4.2.4

Main achievements in 2021

4.2.4.1

Achievements against priority A – reachingcarbon neutrality by 2025

The Net zero strategy has been translated into action plans thatare being executed across our entire organization. Despite the
COVID lockdowns, numerous actions have been taken in 2021 toreduce our own carbon footprint and to help clients reduce theirs.

Transition to 100% renewable electricity

4.

The transition to renewable electricity is one of our focus areas
and to underline this commitment to achieve 100% renewableelectricity by 2025, we became a member of the global corporate
renewable energy initiative RE100.
In 2021, we saw the continued evolution of our renewable energy
portfolio, with 56.9% coming from renewable sources. We expect
this number to increase to 65% in 2022 and 75% in 2023 on thebasis of governmental regulations in procuring and the transition
through offsite renewable energy purchase.
Currently in India, 36.5% of electricity in 2021 comes from renewablesources with around 7,483MWh generated on site in 2021, mostof which was directly consumed in our offices, with 620MWh in
capacity exported to the grid this year as we generated more thanwe could use. A further 9,406 MWh was purchased from off-site
solar and wind farms through a Power Purchase Agreement (PPA).
Work has commenced to double the onsite renewable energy
generating capacity at our campuses and we have installed another
8,400 solar panels in 2021, bringing online an additional 3.1 MWof generation capacity.
Furthermore, in 2021, Capgemini sites in Denmark, United Kingdom,
Poland, and Australia switched to 100% renewable electricity
contracts.

Increase the sustainability performance of ouroffices and data centers
We are committed to creating sustainable and energy-efficient
workplaces. This starts with strong environmental design andseveral flagship buildings across India, France, Germany, Poland,
Spain, and Sweden are certified under LEED, IGBC, BREEAM or
equivalent green building accreditations. In India, we received
the Green Champion Award from the Indian Green Building Council
for being an organization leading the Net zero Energy building
movement in India.
Our global real estate team has also developed one of the firstGreen Lease frameworks in our sector, which sets out the selection
criteria for new sites. This will have significant impact on the futuresustainability of our portfolio. The criteria, which will be applied
when choosing buildings as well as renewing leases, includes

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sustainability challenges. Further, through strategic partnerships
with leading NGOs and industry groups, Capgemini is supporting
the acceleration of cross-industry action on sustainability.
Beyond the upskilling of our employees, we also keep up with our long
tradition of high-quality thought leadership, placing sustainability
at the heart of this effort. Our award-winning Capgemini ResearchInstitute and our network of partners, academics, and colleagues
contribute to exploring climate challenges, opportunities, andpriority actions, in addition to developing strong industry expertisewith actionable insights and analysis.

renewable energy, energy efficiency and monitoring, sustainability
accreditation, electric vehicle charging points, and proximity
to public transport. This program has recently been recognizedthrough the Green Lease Leader program.
Throughout 2021, we signed nine Green Leases across Europe,
APAC, and India.
In addition, we are intensifying our focus on energy efficiency,
having set ourselves the target to increase the efficiency (kWhper m²) by 35% in 2030. In 2021, we undertook a number of projects
to further improve the efficiency, including:— installation of two energy efficient variable speed
water-cooled chillers with accessories in Bangalore, India;— installation of energy efficient variable flow refrigerantsystem for network rooms across Bangalore, India;— replacement of air handling units with an energy efficientelectronically commutated (EC) fan system in Bangalore andPune;— use of solar streetlights for Bangalore, Chennai, and Noida;— chiller plant Manager for Mumbai and Pune;— numerous sites switch to LED light fittings for offices inFrance (Nantes, Cesson, Sevigne, Toulouse), Italy (Rome
HQ, La Spezia, Piacenza, Bologna) and UK (Inverness, Aston,
Woking, Holborn);
Our energy efficiency increased from 90.7 kWh/m² in 2020 to
75.5m kWh in 2021.
Realizing that Information Technology (IT) as a whole has a significant
carbon footprint, we are taking measures to control and reducethe impact from our Group IT across different areas, e.g.:
User hardware and devices:— Extension of end-of-usable-life of computing devices(desktops and mobile workstations) and disposal ofcomputing devices (desktops and mobile workstations);— Elimination of obsolescence and assets refresh with ENERGYSTAR labelled products;— End-point computing devices migrated from desktops tomore energy efficient mobile workstations;— Deployment of enterprise-wide carbon-neutral screensaveron end-user computing devices;— Enabled businesses to adopt sustainable and re-cycled IT
products by procuring accessories made up of recycledmaterial like hP monitors.

2021 UNIVERSAL REGISTRATION DOCUMENTOUR ESG COMMITMENT AS A RESPONSIBLE LEADER
Environment: Accelerating the transition to Net zero

Network and communication systems:

Reduce the impacts of employee commuting— Software-Defined LAN and WAN deployed for optimal
utilization of network and energy used to transfer the data;

In line with our ambition to fully account for our environmental
footprint, we have extended the scope of our carbon footprint
reporting to include commuting and set a Science-Based Target.
In early 2021, we undertook our third global commuting survey,
which was completed by almost 43,000 employees. The responses
provided insights into the commuting habits of our people both
before and during the COVID pandemic, and into the frequency
and means of transport taken to reach the office each week.

— Unified Communication and Collaboration Services enhanced
to extensively support New Normal and hybrid workspaces
and significantly reduce business-travel/daily-commute
related emissions.
Applications and data:— Group IT Services migrated to greener public cloud SaaS;— Group IT Apps optimized its landscape with deploymentof archival instances, helping reduce app-hotspots on
app-carbon heat-map;— Piloting Capgemini economic Application Portfolio
Management(eAPM)
empowering
sustainable
ITtransformation to drive greater energy efficiency loweringcosts and reducing the environmental impact;
Cloud computing:— 45 data centers were consolidated and modernized into
18 Software-Defined Private Cloud data centers by 2021;— New metric being evolved to know where we stand on Green
Electric Power for all data centers.
As well as Group IT, our global cloud infrastructure services businessline focuses on sustainability. It continuously monitors the energy
usage of the data centers and looks for ways to make them more
efficient. Whenever a data center space is being sourced, sustainability
is a decision criterion and the PUE should be 1.5 or below.

Reduce travel emissions through our low carbon
digital delivery model
We have been expanding our virtual collaboration capabilities,
creating new frameworks for connecting people wherever theyare. Our Group Travel Policy has been updated to reflect oursustainability ambitions and we will continue to enable people to
make lower carbon choices when they travel.
2021 has been heavily impacted by the COVID lockdowns andtravel bans, and our travel emissions per employee moved from
0.37 t CO2e/employee in 2020 to 0.19 in 2021.
Although we expect travel emissions to increase again, we strive
for our post-pandemic travel emissions to structurally remain well
below 2019 levels. This should be achieved through our flexible
way of working, virtual collaboration, remote delivery, and the useof more sustainable modes of transport.

Transition to an electric company vehicle fleet
In July 2020, we announced that we had stopped ordering pure
petrol and diesel vehicles across our 12,000-vehicle company fleet.
This marks the beginning of our transition to a fully electric fleet by2030. To underline our commitment, we joined the EV100, a global
initiative bringing together companies committed to switching theirfleets to electric vehicles (EVs) and installing charging infrastructure
for employees and customers. Throughout 2021, we have beenworking on adapting local car policies and vehicle catalogues toonly allow hybrid and electric vehicles to be ordered. At the sametime, we invested in extending the number of charging points at
our facilities and we increased the number of charging points from146 to 305. The share of EVs – battery-powered electric vehicle(BEVs) and plug-in hybrid electric vehicles (PHEVs) – in our fleet
as per the end of 2021 is 17.5%.

CAPGEMINI

Based on the survey results, we were able to make preliminary
calculations that the emissions from commuting in 2020 amounted
to 70,613 tCO2e compared to 301,594 tCO2e pre-pandemic in 2019.
Looking to the future, as COVID lockdowns start to ease, we willcertainly leverage the learnings from remote working patterns
to reduce the commuting emissions. Flexible ways of working
will become the’New Normal’ with employees working between
home, offices and client sites as needed. As well as changing travel
patterns, we will also see emissions reduce through lower carbon
travel options, for example through the transition of Capgemini’s
fleet to electric vehicles. Our Corporate Real Estate team willcontinue to focus on ensuring that office locations are chosenwith a good connection to public transport.

Factoring in working from home emissions
We realize that the carbon reduction for commuting is partly
being offset by the increase in carbon emissions from working
from home. To get to a more accurate picture of our total carbon
footprint, especially in the New Normal setup, we want to capture
the impact of working from home. We have developed a calculation
methodology estimating the additional energy that is being used
for heating, cooling, lighting, and the use of office equipment
and applying the relevant emission factors per country. A firstassessment on 2020 data shows that the emissions from 80% of
our employees working five days a week from home would amountto ca. 97,000 tCO2e.

Reduce the scope 3 emissions from our purchased
goods and services
To understand the scope 3 emissions from our purchased goods
and services, we have completed a first assessment allowing for
an initial estimation: 288,977 tCO2e. We are currently developing
a tool to help measure the emissions more precisely. We will havea stronger focus on environmental sustainability in the Request
For Proposal (RFP) process and have already conducted several
pilot studies.
In June 2021, a letter from our Group Chief Executive Officer andGroup Chief Procurement Officer went out to tens of thousandsof suppliers covering 99% of our spend. The letter explained
Capgemini’s Net zero ambition and our suppliers were asked to put
sustainability and carbon reduction high on their agenda as well.
We want suppliers to be transparent about their carbon emissions
and their progress on carbon reductions. We also want them tocollaborate on initiatives to further improve the sustainability of
the goods and services they are providing.

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4.

OUR ESG COMMITMENT AS A RESPONSIBLE LEADER
Environment: Accelerating the transition to Net zero

Neutralize the impacts of residual emissions withcarbon removal offsets
We have begun developing a carbon offsetting program to offset
our residual emissions by firstly gathering background informationon the sector and associated best practices from a wide group of
market actors. We are currently at a stage where we are finalizing
projects with chosen partners, focusing on nature-based solutions
that are certified through independent international standards
demonstrating high levels of additionality, environmental andsocial integrity. In the short term, we will focus on offsets that
result in the removal of carbon dioxide from the atmosphere (suchas reforestation) as well as offsets that occur through emissions
avoidance e.g. through preventing deforestation. In the longer
term, we aim to switch more to removal-based offsets and arecontinually evaluating new technologies and opportunities inthe sector. We aim to offset our residual emissions with projects
that not only target carbon but integrate and produce positive
benefits for local communities and biodiversity. We will reporttransparently on the offsets and projects that are used to offset
our residual emissions and aim to publish further details in 2022.

4.2.4.2

Achievements against priority B – helping
our clients reduce their carbon emissions

Throughout 2021, we accelerated the momentum behind oursustainability client-facing program, focusing on our offering
portfolio and go-to-market, our thought leadership, and theparticipation in major global events.

4.

Sustainability offerings and projects
In 2021, we released three offerings as part of our portfolio.
Building upon our assets and teams, we were able to engage
with our clients to deliver more than hundred projects related tosustainability opportunities this year.

1. Net zero Strategy (1) & New Business Models (2)This offering is composed of two modules to help organizations:— Move from climate pledge to tangible strategies and achieve
a 45% cut in CO e emissions by 2030 to become Net zero by
2050. Driven by science-based targets, the Net zero strategy
sets a trajectory that will move organizations from pledge
to actionable decarbonization strategy fast. After a strong
assessment of the transition risks and opportunities, we
accelerate their carbon reduction with roadmap design,
decarbonization levers assessment, governance design,and practical strategies for renewable energy sourcing andcarbon offsetting ;— Operate a business that meets the needs of people andplanet while also making a profit. This will be the expected
future reality for the Next Economy organization, and webelieve it can be achieved with a mindset shift. Over the
next decade, every enterprise on the planet will have toradically reconsider its business models and ways of working
to achieve an outcome aligned with the 1.5-degree climate

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target. That is why we help our clients build new businessmodels for the sustainable economy with a focus on three
key areas :–––Sustainable Experience: shaping experiences throughnew products, services, and environments for the Next
Economy,Next Economy Brand: creating the strategic foundation,
activation and supporting assets for new regenerative
Next Economy brands,
Next Economy Team: bringing the infrastructure forsuccess and leadership in social and environmental
sustainability by developing talent, tools, structures, andstrategies.

Examples of recent client successes:— We helped Gasag (3) take its first steps towards its goalof achieving carbon neutrality by 2045 by validating its
cross-units strategy for emissions assessment and reduction,
identifying measures for a total reduction potential of 2.5M
tCO2 annually, and developing a tool for reporting emissions
and savings.
— We developed a methodology to support Red Eléctrica (4)in translating its circular economy roadmap strategy into
financial impacts, by designing a tool to quantify thefinancial impact of 50+ sustainable initiatives launched by
the Company, thus evaluating, and correlating the total
costs and benefits of each project. We enabled a new way of
tracking and monitoring the economic impact of sustainable
initiatives.
— The Norwegian Sea Rescue Society (RS) (5) has chosen
sustainability as one of its six goals towards 2030. We helped
it discover how being sustainable by 2030 might look like foran organization like RS. Thus, we assisted them in identifying
sustainable development targets that were not only relevantto their core sea rescue operations, but also reflected all
three aspects of Planet Centric Design (environmental,social, and economic sustainability).

2. Sustainable Operations & Supply Chain (6)Operations and supply chain are the highest emitters of GhG andwaste across industries today. It is estimated that supply chainscontribute up to 80% of these GHG emissions. While this is asignificant cause for concern, it also puts operations and supply
chain leaders in a strong position to accelerate their organizations’sustainability transformations. We help organizations set a vision
for sustainable transformation and engage with partners andstakeholders across the supply chain ecosystem to drive theend-to-end transformation journey. This relies on five focus areas:— Sustainable procurement: monitoring scope 3 footprint andsupporting end-to-end ecosystem achieve CSR ambitions.
— Green lean digital factory: transforming factories to efficientenergy, water, and material manufacturing processes.

https://www.capgemini.com/service/invent/path-to-net-zero/
https://www.capgemini.com/service/invent/new-business-models-for-the-next-economy/
https://www.capgemini.com/client-story/defining-gasags-transformation-journey-to-carbon-neutrality/
https://www.capgemini.com/client-story/the-red-electrica-group-gets-positioned-as-a-leader-in-sustainability-thanks-to-capgemini-invent/
https://www.frogdesign.com/work/the-norwegian-sea-rescue-society-sustainability-strategy
https://www.capgemini.com/service/invent/sustainable-operations-supply-chain/152

2021 UNIVERSAL REGISTRATION DOCUMENTOUR ESG COMMITMENT AS A RESPONSIBLE LEADER
Environment: Accelerating the transition to Net zero

— Sustainable supply chain and distribution: designing andimplementing best-in-class planning processes to limit
material wastes and CO2 emissions in networks.
— End‑to‑end transparency and product lifecycle management:
ensuring end-to-end traceability on products and flows
information in the product lifecycle.
— Closed loop supply chain and circular economy: enabling
new circular business model through reversible supply chain
and manufacturing operating models.
Examples of recent client successes:— We supported a leading French delivery service company (1)reduce its network CO2 emissions by 10%, while its delivery
volume increased by 8% through a transition to a moresustainable supply chain.
— We worked with ReShare (2), part of The Salvation Army,
to make fashion retail more sustainable with artificial
intelligence by designing a circular economy solution (inthis instance, for second-hand fashion stores) which selects
used clothing that could be resold while making the processsimpler. The solution, named Circle, identifies an article’s
brand, condition, and value automatically to accelerate thesecond-hand process. Thus, it increases the volume of usedclothing collected and resold, helps cut waste, captures
value, improves brand image, attracts and retains customers,
and improves loyalty.

3. Sustainable IT (3)The findings are undeniable: the environmental impact of IT is alreadysignificant (3.8% of worldwide GHG emissions) and is expected toincrease drastically (x2 by 2025). As one of the world’s leading IT
experts, we are well placed to help our clients reduce the carbon
footprint of their IT and support the sustainable business models
of tomorrow. It is much more than a technology and operations
domain. It goes beyond structurally transforming IT in terms of
consumption habits and ways of working, to embrace the whole
culture of Sustainable IT and getting employees to champion thistransformation, with four focus areas:— Sustainable IT strategy: conducting a qualitativeand quantitative diagnosis with lifecycle assessment
methodology, creating a vision, and building ambitious
targets with related roadmap.
— Sustainable IT transformation: reducing the environmental
impact of enterprise IT thanks to our library of sustainable
IT levers covering hardware, infrastructure, applications, anddata.
— Sustainable employees: bringing employees on Board to
deeply transform the organization’s culture with packaged
employee engagement and training plans.
— IT for sustainable business: using new technologies topropose solutions that reduce business environmental
impact and leverage the relevant ecosystem.

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Examples of recent client successes:— A leading French bank has set an ambitious goal for itself
to become a leading player in Sustainable IT in the European
banking industry by 2025. To help the client achieve
its ambition, we developed an effective Sustainable IT
strategy to be implemented across the Group, mobilizing
all collaborators on the topic, ensuring that ESG criteria
and Sustainable IT principles are fully integrated within
the solutions they developed. The approach has helped
create one Sustainable IT community within the Group andidentified over 70 key actions to achieve its ambition.
— We helped an energy provider migrate its IT infrastructure
landscape in the Netherlands and Belgium from a private
onsite data center to a public cloud solution. Thanks to better
PUE and usage patterns, it generated a positive sustainability
impact by reducing drastically the energy provider’s IT carbon
footprint.
— Thanks to our eAPM tool, we supported a life sciencescompany in controlling the CO2 emissions of its servers. The
objective was to present a sustainable view at an applicationlevel and drive greater energy efficiency to lower costs
and reduce the environmental impact. We started with acalculation of the CO2 emissions of servers, then analysed its
current IT energy efficiency, and built tangible actions at an
application level to reduce the carbon footprint.

4.

4. Data for Net zero
Examples of recent client successes:
We helped a major car manufacturer in its efforts to reach climate
neutrality by 2040 through the unification of a CO2 data andanalytics platform, covering end-to-end supply chain and logistics
from inbound to outbound logistics and spare parts management
processes. This has secured future CO2 reporting with a robust solution
enabling frequent CO2 reporting, and thus enabling the Company
to take timely actions to reach its CO2 targets. It also enables more
analytics capabilities automation and artificial intelligence/Machine
Learning, to proactively mitigate the CO2 footprint.
We worked with an international luxury fashion brand to assess
the sustainability maturity of its product value chain. We leveraged
internal value chain data inputs and external industry-based
data sources to define the products’ AS-IS sustainability score,by comparing them to available industry standards. This enabled
the business to better understand the gaps in their value chain
and identify quick wins for remediation and more transparency
with customers.
To complete our value proposition, we developed a joint offeringwith SAP called Green Core with SAP Solutions (4), unlocking
drivers of sustainability across organizations. The solution relies
on data already tracked in the client’s SAP S/4hANA® system, thus
enabling clients to monitor, compare, and manage environmental
data, social statistics, and other ESG KPIs across the value chain.

https://www.youtube.com/watch?v=ALXfWd_vo_A&ab_channel=Capgemini/
https://www.capgemini.com/client-story/reshare-part-of-the-salvation-army-makes-fashion-retail-more-sustainable-with-AI/
https://www.capgemini.com/service/sustainable-it/
https://www.capgemini.com/service/green-core-with-sap-solutions/

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OUR ESG COMMITMENT AS A RESPONSIBLE LEADER
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Green Core with SAP Solutions enable real-time dashboards andsustainability reports of data from the IT estate, business operations,
supplier base, customers, and more. This empowers teams to see
more, work smarter, and act with agility to make meaningful change
towards sustainability. It helps businesses work more efficiently by
consuming less, wasting less, and recycling more. Organizations willbuild better engagement with customers, suppliers, and partners
by making the value chain transparent, and will find it easier to stay
on top of sustainability regulations.

Educating, engaging, and empowering communities –thought leadership
Twenty-two sustainability research reports and points of view
have been published in 2021 by Capgemini – placing sustainability
at the heart of our thought leadership efforts, as responding toour clients’ sustainability needs will require a collaborative andshared approach and comprehension.

4.

Sustainable Mobility (5)This thought leadership report analyses what customers and car
buyers experience today, and how original equipment manufacturers(OEMs) can turn sustainability into a competitive advantage. Recent
quantitative and qualitative research by Capgemini reveals whatcustomers really experience along their journey towards owningand using an electric vehicle (EV). While there is some evidence
of enthusiasm for sustainability, considerable variation emerges
between brands and between phases of the journey.

Sustainable operations – A comprehensive guide for
manufacturers
This research report offers answers to these key questions andexamines four themes:
1. What “sustainable manufacturing” is and why it constitutes amajor opportunity for manufacturers;

Below are some examples of the key themes that emerged fromour cross-industry research.

2. How few organizations are on track to become sustainable
manufacturers, despite the sector’s high ambitions;

Conversations for Tomorrow (1)3. how technology is helping manufacturers to meet the goalsof their sustainability agenda;

Why does sustainability mean collective action, bolder leadership,and smarter technologies? As businesses look to make a positive
impact on the world, build competitive advantage, and strengthenorganizational resilience, this journal brings together diverse
perspectives to inform our thinking and find solutions to major
systemic challenges. It offers the thoughts and creative ideas ofleaders and experts from corporates, non-profits, government,
innovators, and academia.

4. How manufacturers can reach their sustainability goals.

Circular Economy for a Sustainable Future (6)This report shows how organizations can empower consumers andtransition to a circular economy. We look at consumer awareness,behaviours, expectations, and roadblocks as they relate to thecircular economy.

Finding a new balance in the automotive industry (2)Participation in global sustainability events

The automotive sector’s already dizzying pace of change isaccelerating. This report gives Capgemini’s perspective on themost important changes that can be expected between now and2030, and the adaptations that automotive companies will haveto make to ensure continued success.

We are committed to being part of historic sustainability eventsand to signal our commitment to acting on sustainability withgovernments, as well as with like-minded partners and clients. In
2021, we participated in two major and global events:

ESG Performance (3)ESG Performance is a series of criteria to assess an institution’ssustainability positioning. It is a powerful tool for financial institutions
to evaluate, measure and monitor where they stand in terms ofsustainability, steer decision making, and communicate on progress
towards sustainability commitments.

Sustainable IT – Why it’s time for a Green revolution
for your organization’s IT (4)Sustainable IT is a critical element of post-pandemic recovery.
To achieve it, organizations need an informed strategy, engaged
employees and leadership, and sustainable software architecture.
This will not only leave a greener footprint but will also unleash thepotential of smart technologies to drive environmental innovations
and improvements in sustainability performance.

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Climate Week NYC
Climate Week NYC is hosted by the Climate Group in partnershipwith the United Nations, COP26 and the City of New York. Heldin October, it focused on fulfilling and increasing commitments
made by businesses, governments, and organizations, and aimed
to provide a platform to showcase leading climate actions anddiscuss how to do more, faster.
Capgemini hosted a panel discussion on’Tech Projects ShapeA Sustainable Future’, moderated by our sustainability team in
America, and with speakers from Google, Engie, Panasonic, andClimate Engine. Collaboration was at the heart of the discussion, as
it will be essential to “unleash human energy through technology
for an inclusive and sustainable future.”https://www.capgemini.com/wp-content/uploads/2021/03/Conversations_for_Tomorrow_Edition_1.pdf
https://www.capgemini.com/wp-content/uploads/2021/01/Capgemini_New-Balance-in-the-Automotive-Industry_pov_20210129.pdf
https://www.capgemini.com/wp-content/uploads/2021/06/Sustainability-in-FS-1.pdf
https://www.capgemini.com/wp-content/uploads/2021/05/Sustainable-IT_Report.pdf
https://www.capgemini.com/wp-content/uploads/2021/03/Sustainable-Mobility_PoV_Capgemini-Invent_01.04.2021.pdf
https://www.capgemini.com/wp-content/uploads/2021/11/Circular-Economy_11112021_v10_web.pdf

1542021 UNIVERSAL REGISTRATION DOCUMENTOUR ESG COMMITMENT AS A RESPONSIBLE LEADER
Environment: Accelerating the transition to Net zero

COP26

Climate Circles

In November, the city of Glasgow in the United Kingdom hosted
the 26th United Nations Climate Change Conference of the Parties,
COP26. This global event marked the deadline for governments to
set out their more ambitious climate change goals following theParis Agreement signed at COP21 six years ago. We had a strong andsustainable presence in Glasgow, taking part in several initiatives
and further sustainability-focused events, mobilizing our expert
teams based out of the UK to contribute, share, and find solutions.

Climate Circles was our lead engagement campaign during 2021
and it aimed to mobilize our people on sustainability. Our VicePresident (VP) community, including members of our Group
Executive Committee (GEC) were asked to step up and engage
small groups of team members in ideation sessions to shareknowledge, provoke discussion and ultimately drive positivechange. The two key topics of the Climate Circles were the Raceto Net zero and Technological Innovations and Breakthroughs for
the Planet. Training and conversation guides including a speciallycreated video to kick-start the sessions, were made available toall hosts – boosting their knowledge in the process.

— Opening session ‑ With many governments globallyhaving made commitments to deliver Net zero by 2050,
this high-profile session explored the progress being madeand the challenges, achievements, and opportunities thatcome along the way. Capgemini CEO Aiman Ezzat discussed
global insights on strategies and innovations to create thezero-carbon economy of the future.
— “Powering the World” session – Solving the challenges of
the global energy transition – Our global industry leader
for energy and utility James Forrest explored how this shift
could affect sectors, create new investment challenges, andgenerate opportunities for partnership and collaboration.

Across the business, hundreds of Climate Circle conversations
took place at the end of 2021, sparking new thinking and actions
for a brighter future and over 14,000 employees were engaged
making 13,000 pledges. The campaign was also adapted for use by
our University Learning team to reach a wider audience, creating
a’Climate Circle Live’ event for training weeks.

— Closing session ‑ Capgemini Invent UK’s Vice-Presidentof Sustainability Solutions Courtney Holm discussed how
impactful coalitions and public-private partnerships are
successfully tackling the climate crisis and accelerating this
Decade of Action, while bringing us back in balance withnature and the planet.

4.

“Everyone needs to get involved when it comes to fighting climate change! That’s why we launched an internal ideation andmobilization movement called Climate Circles to spark new ways of thinking within our organisation. It was my pleasure to takepart in a Climate Circle with colleagues in India. We covered the need to better understand our own carbon footprint and how
we can each act on a personal level. We also talked about the role of business to find solutions and put technologies into action.
I was energized by our discussion and the passion of our people to tackle the challenge.” Aiman EZZAT, CEO“It is a very effective format to engage teams on new grounds. It allows you to grow by listening to others on a topic thatmatters… and it leads to bold ambitions and initiatives, suggestions as well as tangible pledges.” Carole FERRAND, CFO“The Climate Circles format was very engaging. The prep material shared was very useful. We had a very good session, andpersonally I also learnt a lot. We had many interesting ideas. I will do a few more of the Climate Circle sessions and highly
recommend leaders to do it to create awareness and engagement about this critical topic.” Ashwin YARDI, CEO INDIA

Supplier engagement
We also started to engage more intensely with our suppliers.
In June 2021, our CEO sent a letter to many of our suppliers(see Section 4.4.3.4), marking the beginning of the roll-out of asustainability program to address and reduce our supply chain
emissions.

Lead globally on sustainability
We are committed to working with others, including clients, partners,
and NGOs, to find solutions to major systemic challenges, building
stronger ecosystems and participating in conversations that leadto innovations and new ways of working.

CAPGEMINI

Since joining the Race to Zero campaign as a founder member lastsummer, we partnered with the World Economic Forum (WEF)
1t.org movement, to which we committed to plant 20 million
trees as a contribution to their aim to conserve, restore, and growone trillion trees around the world. Our CEO has also joined theWorld Economic Forum’s Alliance of CEO Climate Leaders, a global
community of Chief Executive Officers who continue to set the bar
higher, catalyse action across all sectors and engage policymakers
to help deliver the transition to a net-zero economy.
Through our membership of the RE100, we send a powerful signal
to markets and governments about the demand for renewableelectricity. And being a member of the EV100, we are increasing
demand for electric vehicles, influencing policy, and driving massroll-out – helping to make EVs more rapidly affordable for everyone.

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4.2.5 Carbon emissions 2021
[GRI 302-1]; [GRI 302-2]; [GRI 302-3]; [GRI 302-4]; [GRI 302-5]; [GRI 305-1]; [GRI 305-2]; [GRI 305-3]; [GRI 305-4]; [GRI 305-5]; [GRI 305-7][SASB TC-SI-130a.1]
The data tables below show our environmental sustainability
performance in 2021. The data relates to Capgemini including Altran.

We realize that, because of the impact of the COVID lockdowns,
the figures are distorted and the reported decrease in emissions
versus the baseline not only reflects the effect of our measures.

Carbon emissions by Scope

Scope 1

Metric

Unit

Office Energy(natural gas, diesel/gas oil, LPG)tCO2e

Data Center Energy (natural gas, diesel) tCO2e

Scope 2
(marketbased)

4.

Scope 3Baseline
2015

2019

2020

6,616

6,211

4,047

2021

%
changevs 2020%changevs 2015

2,982-26.3%-54.9%

213

90

67

66

-1.3%

-69.0%

F gas

tCO2e

2,795

5,475

4,409

6,140

39.3%

119.7%TOTAL Scope 1

tCO2e

9,625

11,775 8,522.49

9,187.73 √

7.8%

-4.5%

Office Energy(electricity, heating, cooling)tCO2e170,408

126,119

66,69650,777-23.9%-70.2%

Data Center Energy (electricity)tCO2e

15,693

3,399

3,419

2,404

-29.7%-84.7%TOTAL Scope 2 (market based)

tCO2e

186,102129,518

70,11553,180 √-24.2%-71.4%

Total Scope 2 (location based)

tCO2e

22,532

171,622

113,600

84,995‑25.2%‑63.0%

Business TraveltCO2e345,663

337,590

97,97754,976-43.9%-84.1%

Office Energy (T&D losses)

tCO2e

34,49023,305

13,856

10,016-27.7%-71.0%

Data Center Energy (T&D losses)

tCO2e

3,521

1,312

1,022

825

-19.3%-76.6%

Water

tCO2e

1,999

1,968

922

260

-71.8%-87.0%

Waste

tCO2e

450

490

883

710

-19.7%

57.5%

TOTAL Scope 3

tCO2e

386,124

364,665

114,661

66,786 √-41.8%-82.7%TOTAL EMISSIONS

tCO2e581,851

505,958

193,298

129,154-33.2%-77.8%

2.67

1.90

0.73

0.44 √-39.6%-83.6%

Emissions/employee

Notes:– Data identified with a √ has been reviewed by Mazars with a reasonable level of assurance.
– Reported emissions for 2020 may have changed compared to 2020 URD for one of the following reasons: the estimated Q4 data has been replaced with actuals, we have been
receiving updated information from certain locations, Prosodies information has been removed after demerger.
– Scope 1 emissions relate to direct emissions from buildings or assets – for Capgemini this includes fuel consumption and fluorinated gas used in air conditioning units of theoffices and data centers under the Company’s operational control. Scope 2 emissions are emissions associated with the consumption of purchased electricity, heat, or steam.
Scope 3 emissions are indirect greenhouse gas emissions (not included in scope 2) that occur in the value chain. Our reported 2021 scope 3 emissions relate to the categories
fuel- and energy-related activities (not included in scope 1 or scope 2), waste & water and business travel. Going forward we are looking to include employee commuting(estimated 2020 emissions 70,613 tCO2e) and purchased goods and services (estimated 2020 emissions 288,977 tCO2e).
– As recommended by the GHG Protocol, emissions of Fluorinated Gas (F-gas) not covered by the Kyoto Protocol such as chlorofluorocarbons (CFCs) are not reported as
Scope 1 emissions and are therefore not included above. These F-gas emissions are, however, captured with a value of 1,005 tons of CO2e for 2021. The increase in reported
F-gas in 2021 is mainly because of overdue air-conditioning servicing, as the vendor has not been able to enter our premises in 2020 due to COVID lockdown, overdue servicing
has been executed in 2021 resulting into an increase in F-GaS consumption.
– Electricity emissions have been calculated using the GHG Protocol’s “market-based” approach. Details of the methodology are provided in methodology section. Only for the
Total Scope 2 emissions we have incorporated the’location based“ values as well. Our business travel emissions have been calculated including the impact of radiative forcing
for air travel, as well as the impact of hotel night stays. Whilst this is recommended best practice, many companies in our sector do not yet include these two emission sources
and therefore caution should be applied trying to compare Capgemini’s business travel emissions to those of other companies in our sector.
– The steep decrease in reported water emissions is mainly due to COVID lockdown.
– The increase in waste emissions in 2020 was due to an update to the BEIS emissions factors with the emissions associated with landfilled waste (four times higher in 2020 thanin 2019). The total volume of waste decreased.

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2021 UNIVERSAL REGISTRATION DOCUMENTOUR ESG COMMITMENT AS A RESPONSIBLE LEADER
Environment: Accelerating the transition to Net zero

MetricUnit

Baseline
2015

2019

2020

2021

%
changevs 2020%changevs 2015

Target2030

Absolute scope 1 and 2 emissions

tCO2e

195,726

141,294

78,63862,368 √

-21%

-68%

-80%

Energy efficiency

kWh/m²161.44136.3890.71

75.22 √

-17%

-53%

-35%

Share of renewable electricity

%

27.2%

38.2%

52.0%

56.9% √

Travel emissions per employee

tCO2e

1.588

1.269

0.368

0.187 √

100%
-49%

-88%

-50%

Notes:– Data identified with a √ has been reviewed by Mazars with a reasonable level of assurance– We have been adding more metrics and targets as part of our Net zero ambition. For these relatively new indicators we have thus far been focusing on the data collection
and determining the methodology for reporting the emissions on a structural basis going forward. On the basis of an initial assessment, we estimate the emissions to be as
follows:– Commuting emissions per employee 2019: 1.13 tCO2e, 2020: 0.27 tCO2e (target 2030: -50%);– Emissions from procured goods and services 2019: 319,478 tCO2e, 2020: 288,977 tCO2e (2030 target: -50%);– Share of EVs in company car fleet as per end of 2021: 17.5% (2030 target 100%);

Other environmental indicators

2021%
changevs 2020%changevs 2015

20,274

14,985 √-26.1%-50.7%

82,72086,90378,983 √

-9.1%

59.9%

253,712200,811

105,930

78,393 √-26.0%-69.1%

MWh

7,841

7,702

7,473

6,745 √

-9.7%

-14.0%

MWh

899

359

269

260

-3.2%

-71.1%

Renewable electricity

MWh73,30058,691

55,71650,395-9.6%-31.2%

Other electricity

MWh74,362

28,20625,59819,599-23.4%-73.6%

Total Waste

Waste generated in
offices/DC

tons

6,224

5,976

3,140

2,516

-19.9%-59.6%

Total Water

Water consumed in
offices/DC

m³

1,899,445 1,870,612

876,811617,832-29.5%-67.5%

Share of operations
Share by headcountcovered by ISO14001%

85%

93.1% √

Unit

Baseline
2015

2019

2020

Fuels

MWh

30,39829,414

Renewable electricity

MWh49,389Other electricity

MWhDistrict cooling/heating
Fuels

MetricOffice energy use

Data centre energy
use

NA

80%

Notes:– Data identified with a √ has been reviewed by Mazars with a reasonable level of assurance.
– “Renewable Electricity” denotes all renewable electricity purchased at renewable energy tariffs or through renewable energy certificates and the amount of energy
generated on-site in e.g. India through solar photovoltaic panels. “Other electricity” means purchased electricity generated from other sources (nuclear or fossil fuels).
– As it has been our target to ensure ISO14001 certification for entities with a headcount of 1,000 employees or more, we typically report the share of operations covered
ISO14001 as a share by headcount. The 2021 share by number of sites equates to 62.3%.

CAPGEMINI

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OUR ESG COMMITMENT AS A RESPONSIBLE LEADER
Environment: Accelerating the transition to Net zero

1.50

Tons CO2e

2020
2021

1.25
1.00

- 44%

- 32%

0.75

- 36%
- 46%

- 36%
- 40%

0.50

- 40%

- 14%

- 53%

- 27%

- 49%

- 32%

0.25

- 53%

North
America

AsiaPacificGermany Netherlands

Other
Countries

GlobalAverage

India

Italy

UnitedKingdom

FranceNordicCountries

Spain

Latin
America

TCFD reference table

4.

Governance

Section 4.2.1

Strategy

Section 4.2.3

Risk Management

Section 4.2.2.2

Metrics & targets

Section 4.2.4, Section 4.2.5

4.2.6 Climate change mitigation and adaptation revenues, Capital
expenditures and Operating expenses (EU Taxonomy)
Context
The EU Taxonomy Regulation (1) is a key component of the European
Commission’s Action Plan on Sustainable Finance to redirect
capital flows towards a more sustainable economy. It represents
an important step towards achieving carbon neutrality by 2050
as the EU Taxonomy is a classification system for environmentally“sustainable” economic activities.
As a Group subject to the obligation to publish non-financial informationin accordance with the Article 29a of Directive 2013/34/EU, Capgemini
falls within the scope of Art. 8 EU Taxonomy Regulation. We are
obliged to disclose information on how and to what extent ouractivities are associated with economic activities that are classified
as environmentally sustainable (Taxonomy-aligned). An economic
activity is considered to be Taxonomy-aligned if it makes a significant
contribution to one or more of the environmental objectives. At
the same time, an economic activity must not significantly harm
any of the other environmental objectives. The environmental
objectives defined in the EU Taxonomy Regulation are as follows:
climate change mitigation, climate change adaptation, sustainable
use and protection of water and marine resources, transition toa circular economy, pollution prevention and control, protection
and restoration of biodiversity and ecosystems. Furthermore,
economic activity must be carried out in compliance with minimumsocial safeguards and comply with the technical screening criteria
established by the EU Commission through delegated acts. So far,

(1)
(2)

(3)

technical screening criteria have been established for the first two
objectives in the Climate Delegated Regulation (2).
For the reporting period 2021, the Art. 8 Delegated Act (3) foresees
limited disclosures, i.e., the proportion of Taxonomy-eligible andTaxonomy non-eligible economic activities in our total turnover,capital expenditure and operational expenditure for the twoenvironmental objectives only (Climate change mitigation andClimate change adaptation) Taxonomy-eligible economic activity
means an economic activity that is listed and described in thedelegated acts irrespective of whether that economic activity
meets any or all of the technical screening criteria laid down in thosedelegated acts. Taxonomy-non-eligible economic activity means
any economic activity that is not described in the delegated acts.

Taxonomy listed activities applied to Capgemini
We have examined all Taxonomy-eligible economic activities listed
in the Climate Delegated Regulation based on our activities in theprofessional IT services market and in the engineering, research, anddevelopment market. The Climate Delegated Regulation focuses
first on those economic activities and sectors that have the greatest
potential to achieve the objective of climate change mitigation,i.e., the need to avoid producing greenhouse gas emissions, toreduce such emissions or to increase greenhouse gas removals andlong-term carbon storage. The sectors covered notably include
energy, selected manufacturing activities, transport, and buildings.

Regulation (EU) 2020/852 on establishing a framework to facilitate sustainable investments and amending Regulation (EU) 2019-2088.
Commission Delegated Regulation (EU) 2021-2139 supplementing Regulation (EU) 2020/852 by establishing the technical screening criteria for determining the conditions
under which an economic activity qualifies as contributing substantially to climate change mitigation or climate change adaptation and for determining whether that
economic activity causes no significant harm to any of the other environmental objectives.
Commission Delegated Regulation (EU) 2021-2178 supplementing Regulation (EU) 2020/852 by specifying the content and presentation of information to be disclosed byundertakings subject to Articles 19a or 29a of Directive 2013/34/EU concerning environmentally sustainable economic activities and specifying the methodology to comply
with that disclosure obligation.

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2021 UNIVERSAL REGISTRATION DOCUMENTOUR ESG COMMITMENT AS A RESPONSIBLE LEADER
Environment: Accelerating the transition to Net zero

After a thorough review involving all relevant business lines andfunctions, we concluded that the Capgemini activities covered by the
Climate Delegated Regulation and consequently Taxonomy-eligible
can be summarized as follows:
For the climate change mitigation objective, as described in
Annex 1 to the Commission Delegated Regulation:— as per Chapter “8.1 Data processing, hosting and related
activities”, activities are rendered out of our fully managed
data centers. Capgemini is delivering data processing services
for its clients in the Cloud, or in data centers either owned by
the client, or in colocation centers or in our own data centers.
For the purpose of Taxonomy-eligible revenue reporting weonly consider the revenue we can allocate to our own fully
managed data centers and co-located data centers;— as per Chapter “8.2 Data-driven solutions for greenhousegas emissions reductions”, in the form of projects where we
support our clients in designing and implementing solutions
aiming at their Green house Gaz emission reduction.
Such projects typically address our clients’ operations,manufacturing, supply chain or IT. For the purpose of
Taxonomy-eligible revenue reporting we have to scan our
projects in all our business lines and list the ones embedding
such objective;— as per Chapter “9.1 Close to market research, development
and innovation”, activities in the form of projects where
we support our clients in designing and implementing
sustainable products and services. Similarly, the eligible
revenue is a list of projects.
For the climate change adaptation objective, as described in
Annex 2 to the Commission Delegated regulation:— as per Chapter “9.1 Engineering activities and related
technical consultancy dedicated to adaptation to climatechange”, activities in the form of projects where we help ourclients model and adapt to the climate risks and impacts.
For the purpose of Taxonomy-eligible revenue reporting wehave to scan our projects in all our business lines and list theones embedding such objective.

Details on KPIs
Eligible revenues
It can therefore be concluded that Capgemini turnover is, to a large
extent, non-Taxonomy-eligible (i.e. not in scope of the regulation)
because our main economic activities are not covered by the Climate
Delegated Regulation to date and not identified as a materiallyrelevant source of emissions.
The proportion of Taxonomy-eligible economic activities in our
total revenues has been calculated as the portion of net revenue
derived from services associated with taxonomy-eligible economic
activities (numerator) divided by the net revenues (denominator),in each case for the financial year from 1.1.2021 to 31.12.2021. The
denominator of the revenues KPI is based on our consolidated net
revenues in accordance with IAS 1.82(a).

CAPGEMINIThe proportion of Taxonomy-eligible revenues for the financial year
2021 amounts to 1.5% of Total revenues, based on €268 million of
net revenues derived from Taxonomy-eligible economic activitiesand €18.160 million of Group total consolidated revenues in 2021
(see Note [6] to the consolidated financial statements disclosed
in the Section 5.2 of this document).

Eligible Capital expenditures (CAPEX)
We have analysed the existence of CAPEX directly associatedwith the above eligible activities of the Group. The investments
in our fully managed data centers are not material in the context
of this reporting. As regards activities under chapters 8.2 and 9.1,
these are client projects that do not lead to CAPEX which could
be directly attributed to them.
Allocation our overall CAPEX to the eligible activities is considered
not material and not relevant.
We have identified activities resulting in CAPEX which can beconsidered as individually eligible activities:— as per Chapter “6.5 Transport by motorbikes, passenger
cars and light commercial vehicles”, our fleet of vehicles andnotably leased company cars;— as per chapters “7.7 Acquisition and ownership of buildings”,“7.2 Renovation of existing buildings” and “7.4 Installation,
maintenance and repair of charging stations for electricvehicles”, our acquisition (mostly economic ownershipas lessee with the right of use) and renovation of officebuildings.
We have considered as Taxonomy-eligible, CAPEX related to thiscategory when the purchased output or individual measure meetsthe description of its respective economic activity, e.g. purchase of
output from a Taxonomy-eligible economic activity, irrespective ofwhether these CAPEX lead to greenhouse gas reductions, i.e. forexample, in the case of buildings for the activity 7.7. “Acquisitionand ownership of buildings”: we have considered all acquisitionof buildings as eligible, and for 6.5. “Transport by motorbikes,
passenger cars and light commercial vehicles”, we have considered
all newly added vehicles.
And we have considered in these categories the assets we own(legal ownership) as well as the assets we rent as lessee (economic
ownership).
Other interpretations could have been made.
The CAPEX KPI is defined as Taxonomy-eligible CAPEX (numerator)
divided by our total CAPEX (denominator). Total CAPEX consists ofadditions to tangible and intangible fixed assets during the financial
year, before depreciation, amortization and any re-measurements,
including those resulting from revaluations and impairments, aswell as excluding changes in fair value. It includes additions to fixed
assets (IAS 16), intangible assets (IAS 38) and right-of-use assets(IFRS 16). Additions resulting from business combinations are also
included. Goodwill is not included in CAPEX as it is not defined as
an intangible asset in accordance with IAS 38.
The proportion of Taxonomy-eligible CAPEX for the financial year
2021 amounts to 50% of Total CAPEX, based on €271 million of
Taxonomy-eligible CAPEX and €541 million of Group total consolidated
CAPEX in 2021 (see Notes 14 and 15 to the Consolidated Financial
Statements disclosed in the Section 5.2 of this document).

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OUR ESG COMMITMENT AS A RESPONSIBLE LEADER
Environment: Accelerating the transition to Net zeroAs the eligibility is only based on the description of the activities
and does not take into account any technical screening criteria, “donot significant harm” or minimum safeguards, the CAPEX KPI may
decrease significantly in 2022 following the alignment analysis.

Eligible Operating expenses (OPEX)The Taxonomy-eligible OPEX consists of non-capitalized costs
that relate to research and development, building renovation
measures, short-term lease, maintenance and repair, and any otherdirect expenditures relating to the day-to-day servicing of assets
of property, plant, and equipment.

Our preliminary assessment of the proportion of OPEX along thisdefinition leads to the conclusion that these expenditures are notmaterial in view of the overall OPEX of Capgemini and considering
our business model. In fact, as a services company, 75% of theCapgemini Operating Expenditures are “personnel expenses”
and only 17% are “purchases and sub-contracting expenses”, mostof it being sub-contracting on client projects (see Note 7 to theconsolidated financial statements disclosed in the Section 5.2 ofthis document).
Actually the total amount of OPEX according to the Taxonomy
definition amounts to less than 2% of Capgemini consolidated OPEX.
Consequently, we have used the exemption and not calculated theshare of eligible OPEX.

4.2.7 Other environmental impact mitigation
Waste management and circular economy[GRI 306-1]; [GRI 306-2]
Even though waste is not a major contributor to our overall
environmental footprint, we felt the need to develop a target. In
December 2021, the Net zero Board agreed to reduce total waste
by 80% by 2030 and to reduce the amount of waste that does not
get recycled or repurposed to zero by 2030 (with < 5% incineration),building on the principles of circularity. In 2022, the global target
will be translated into local actions plans that will be monitored
and measured through the EMS tool.

4.

Biodiversity, water, and effluents[GRI 303-1]; [GRI 303-2]; [GRI 304-1][SASB TC-SI-130a.2]
Other environmental impacts, such as those on biodiversity,
land use, noise pollution and the sourcing of raw materials, whileregularly reviewed, are not currently significantly consideredmaterial to our operations, and consequently are not discussed
further in this report.
As a business with technology and innovation at its heart, we support
numerous projects and initiatives to protect the environment andbiodiversity, e.g.;— we have joined the World Economic Forum (WEF) 1trillion
trees campaign to conserve, restore and grow 1 trillion
trees around the world and made the commitment to plant
20 million trees by 2030;— in India, we achieved the target to plant 1 million trees
through our #MissionMillionTrees campaign;— we have established our’Capgemini Forest’ through our
supplier Ecologi as a way for any stakeholder within thebusiness, whether an individual, team, or global business line160

to invest in Gold Standard tree planting in forests to recognize
the actions of our people, planting over 240,000 trees in thelast 18 months;— project FARM uses artificial intelligence and big data to help
small-scale farmers, primarily from developing countries,
address agricultural inefficiency and optimize crop
production;— we have launched the Capgemini Blue Challenge, toaccelerate innovative sustainable solutions based on theseaweed economy, in collaboration with BioMarine;— we have developed an intelligent data solution thatis designed to accurately identify sperm whales using
computer vision for image processing. The solution helps
scientists track migration routes, look at the social structureof the sperm whale groups, and protect the whales’ natural
habitats;— we have teamed up with the Lofoten-Vesterålen (LoVe) Ocean
Observatory, Norway to look at how AI can help provide
new insights through data about the ocean environment tocontribute to our understanding and modelling of the earth’s
climate;— we are using AI to defend Sweden’s spruce forests against
bark beetle deforestation;— a team in North America are developing an AI and Machine
Learning based tool to help protect the ecosystem of theWestern Mojave Desert;— we are engaging in a program to collect, process and enhancedata that will provide a better understanding of carbon
exchanges on the earth’s surface for the benefit of the major
scientific Earth observation programs run by NASA, theEuropean Space Agency (ESA), the European Community,and France’s National Center for Space Studies (CNES).

2021 UNIVERSAL REGISTRATION DOCUMENTOUR ESG COMMITMENT AS A RESPONSIBLE LEADER
Social: Aligned entrepreneurs with protection & respect for all

4.3 Social: Aligned entrepreneurs with protection &respect for all[GRI 103-1]; [GRI 103-2]; [GRI 103-3]
Capgemini is a people-oriented business. Together, we tackle thechallenges of today and tomorrow in a demanding environment,
working closely with our clients to build the future they want. Thisrequires a constant refresh of our collective capabilities and we
do so by leveraging the expertise, creativity, and commitment of
all our people. We believe everyone joining Capgemini is a talent
in the making. Through offering individualised learning paths,
appropriate guidance, and coaching, as well as fostering a positiveand healthy work environment, we build an inclusive culture where
every form of diverse talent thrives.
Capgemini’s purpose acts as a compass to our employees to beinspired and engaged in pursuing the common goal of making an
impact in the world. This is further translated through our new
brand promise “Get the Future you want”. This aims to empower
our talents to actively engage and shape that future for themselves,
our clients, our partners and for the planet and society throughtheir daily work. Our Social Responsibility mirrors how we aim
to be a responsible employer by:— investing in our talent through a unique experiencedeveloping tomorrow’s skills (Priority C);— enhancing a diverse, inclusive and hybrid work environment(Priority D);— and our commitment to build stronger communities by
supporting digital inclusion (Priority E).

A global Human Resource governanceWe drive Human Resources (HR) strategy and transformation withefficiency through a strong governance:— the CEO, the Group Executive Board and the Group
Executive Committee are collectively steering and ensuring
the consistency of hR strategy and transformation.
— bi-monthly, the Human Resources Executive Committee(HR-EC) brings together the Group HR representatives,
Strategic Business Units and Group Business lines Chief HR
Officers, as well as key country HR Directors. The members
collectively set the Group HR ambition and priorities,
monitor the implementation of key transformation projects,
and ensure global alignment. Therefore, we have definedcommon priorities for 2021 and a three-year roadmap.
— the human Resources OPerational Committee (hR-OPCOM)
ensures Group HR visibility and alignment on HR operational
matters, the implementation of key decisions, thecommunication on Group strategic agenda and hR priorities.
Country HR Directors remain responsible for the efficient
execution in all geographies.
In addition to this global governance, we have developed a strong“network” of Centers of Expertise, to ensure consistency in runningour common priorities.
Finally, social or people country Boards in large geographies alsoenable a certain level of geographic alignment across the entities
on hR topics.

4.3.1

Talent attraction, engagement and rewards

4.3.1.1

Attract and retain a skilled and engaged
talent pool to serve our clients and ourbusiness growth

We believe that our Capgemini brand is a key asset for attracting
top talent in the market. We have hired close to 140,000 people
with a gender balance ratio of 40%. A continued global effort on
improving Capgemini as an attractive employer has shown in ouroverall Glassdoor rating and number of reviews. In particular, in
2021, we received a 4.0 rating out of a 5-point scale, with 4 indicating
employees are “satisfied”. Capgemini increasingly gains market
recognition in terms of diversity and people awards, driven byvarious inclusion and employee experience programs. We havefurther built out our reach on expert capabilities through digitalchannels, like LinkedIn, where we now source a substantial shareof talented employees at mid and senior level.
Group HR function supports Capgemini business growth andstrategy in three major areas:
1. Developing a dynamic evolving skills pipeline, filledinternally and externally by an agile talent marketplace andexpanded talent pools (workforce planning, talent brand andattractiveness);
2. Continuously building and strengthening a deep bench oftransformational leaders with strong succession (talentretention and promotion);

CAPGEMINI

3. Focusing on a flexible, engaged, mobile and high performing
workforce (talent engagement, talent reward andcompensation).
Capgemini is convinced that the experience it offers to its employees
is the key lever for driving the Group’s attraction and retention, andultimately employee engagement. To foster an inclusive, meaningful,and open environment, the Group has defined a global experience
approach and encourages employees to share their point of view toimprove it constantly and to adapt it to the fast-paced changes in
employee expectations. These efforts directly support the Group’s
Inclusion and Talent strategies.

Develop a dynamic evolving skills pipeline,
filled internally and externally by an agile talentmarketplace, and expanded talent pools (workforce
planning, talent brand and attractiveness)
Workforce planning
Driven by the strong business growth and aggressive growthstrategy for the future, workforce planning capability is envisioned
to predict and plan where our skills and workforce costs would
be in the future and how we can plan for them to enhance theefficiency of the people demand-fulfilment process and enable
to have the right people, in the right place, at the right time andat the right cost.

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With evolving People Analytics capabilities and the inclusion of
Talent Marketplace, we began at the end of 2021 to assess theneeds to build a holistic workforce planning capability which canbe tightly integrated with the Business and HR.

Talent brand & attractiveness
At Capgemini, our new brand promise “Get the future you want”
captures the spirit of Capgemini. Our new talents join a thriving
company and become part of a diverse global collective of
free-thinkers, entrepreneurs and industry experts who are all
driven to use technology to reimagine what’s possible. Time andagain, our clients tell us that it is our people that set us apart fromthe competition. We naturally strive to hire the best talents, but itis the opportunities we offer that enable them to flourish in theirroles and become difference makers for some of the world’s biggest
companies. Our people and their experiences build our “talentbrand”, showcase us as an employer of choice in the market andmake it an attractive proposition for top talent to work with us.

4.

We put a particular focus on welcoming and integrating into ourCompany the large share of young professionals who join us every
year. From the very start of their careers, we set expectations for a
dynamic growth environment with quarterly promotion opportunities
based on their project contributions and the speed at which theyacquire relevant skills. In 2020, the Group announced its businessstrategy around industry leadership through data and cloud. The
success of this strategy directly depends on our ability to provide
and offer the working environment and conditions in which our
employees can apply their professional skills, while enabling themto seize personal growth opportunities.
Capgemini leadership is at the core of driving business strategy,
navigating the complexities of our business environments, defining
the transformation levers with our clients, and aligning people
behind a common mindset, behaviours, ambitions, and goals.
Capgemini has fair and integrated processes in place to ensure
we identify, promote, expose, and develop our leaders for greater
opportunities. Preparing our top talent for future leadership positions
and capabilities is a long-term effort leveraging multiple drivers.
In 2021, the Group announced the “New Normal”, a hybrid way
of working underpinned by our trust-based managerial culture
to empower everyone to continue deliver exceptional work andcontribute to inclusive and sustainable future for our people, ourclients and society.

Continuously build and strengthen a deep bench oftransformational leaders with strong succession(talent retention and promotion)
For the past few years, the Group has focused on providing ahighly engaging’People Experience’ structured by a holistic People
Experience Framework that covers the candidate and employee
experience end-to-end. To better understand the expectationsof our employees, the digital “Pulse” platform, where more than
120,000 employees give their voice every month, captures employee
feedback anonymously and enables line Managers to directly see
how their teams perceive their work experience. This allows us toact fast and, at all levels of the organization, develop a tailor-madeemployee experience in line with employees’ expectations. Inturn, this increases our attractiveness in the talent market. Using
the Pulse platform during the Covid-19 crisis allowed us to sense
our employees’ perceptions. In 2021, the platform evolved into
supporting hybrid working and the New Normal working modelby including additional attributes (e.g. Manager Index) to see
how Managers support new ways of working and the health andwell-being of their teams.

162

The “Promote first, Hire second” principle ensures internal
candidates displaying development potential are given priority
over external candidates regarding career development andnew position openings. Publishing vacancies and internal job
opportunities (if applicable) and reviewing various candidates
with the Human Resources teams for each Strategic Business Unit/
Global Business Line are standard requirements before turning toexternal recruitment. Regarding senior hires, every Vice-President
hired undergoes an assessment.
a) Leadership Model and Vice-President (VP) processes
The Group’s leadership model establishes a clear set of leadershipcapabilities for ensuring success at Capgemini. It is based on fivedimensions:
—
—
—
—
—

Performance Drivers;
Aligned Entrepreneurs;
Client Value Creators;
Talent Magnets;
Future Shapers.

This leadership model is applicable to all grade levels across theGroup and is actively applied and enforced at VP level. Each gradeis split into levels. This enables us to establish employees’ maturity
within their grade, set expectations, and enable fair evaluations
across all our businesses. The drivers and behavioural expectations
for leadership, as described in our Group model, are translated
into both promotion and recruitment processes at the highest
leadership levels in the organization:— Director and Vice-President (VP) promotion process;— VP external assessment during recruitment process.
For seniority below director and VP level, the countries and businesses
are responsible for leveraging the model within their respective
talent processes, ensuring that this model is relayed at local levels.
b) VP Strategic Talent Review (STR) – Succession andmobility
Capgemini runs a formal Strategic Talent Review (STR) of its VP
and Director population at Business Units/Function and country
levels as well as Group level, with the ultimate objective to identify
the best leader talents – current and future, where we:— identify options and preparation steps for succession plans
and mobility moves; and— drive leadership development.
Formal business and country leadership roundtables ensure thatthe top talent strategies and actions adopted are followed through.
c) Group Position Holders
The Group Executive Board has created a next-in-line Group Position
Holders with a twofold objective:— build a high-performance Group leadership culture wherein
the Group Position Holders’ contributions and accountability
are not confined to their respective Business Units/Functions,but can extend to the entire Capgemini group; and— create a global leadership capital to realize the Groupstrategy by nurturing leadership potential, facilitating global
mobility and succession planning.
Based on the business and market context and conditions, the Group
Executive Board has defined strategic criteria to identifying theseGroup positions. These criteria undergo a revision every year toadjust to both the present and the future. One of the key criteria
is to rotate holders of these positions every five years.

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Focus on a flexible, engaged, mobile and highperforming workforce (talent engagement, talent
reward and compensation)
Talent engagementa) People Experience Framework
Capgemini is aligning across the Group on employee experiencethrough a global and common framework. This framework includes
an’Employee Experience’ scope (mainly internal and employee-focused)
to a’People Experience’ scope, including external elements relevantto the experience of candidates. It is based on ten areas (brandawareness, effective & engaging onboarding, performance &success etc.) that are holistic cross-functional levers impacting
the experience and enabling the Group to:— align flexibly ambitions and objectives;— link to key transformation programs; and— measure the impact of these programs on employee
engagement.
The main measurement elements are Glassdoor (mainly for theexternal component) and Pulse (for the internal component). A
formal mapping of the six Glassdoor drivers (Culture & values;
Work Life Balance; Senior Management; Compensation & Benefits;
Growth – Career Path; Diversity & Inclusion) to the equivalent Pulse
drivers, helps create stronger alignment of actions and provides
support for a more authentic Employer Value Proposal.
b) Pulse: Continuous employee listening“Pulse” is Capgemini’s continuous employee listening platform that
captures the voice of all employees through monthly voluntary andconfidential engagement surveys. It is based on a global engagement
model with two sets of questions around engagement and loyalty
and fourteen specific drivers (e.g., autonomy, rewards…). The fully
digital and automated setup allows us to capture the feedback onthese drivers and is accessible in real time to the leadership team,
reducing time between feedback and action. Pulse thereby enables
the empowerment of all levels of the organization, by providing
relevant insights to identify priorities and adapt our Management
and human Resources strategies, policies, and practices.
Fully deployed since 2019, the overall Employee Engagement score,measured on a 0 to 10 scale and the eNPS (employee Net Promoter
Score) measured on a -100 to a +100 scale, are key indicators tracked
by leadership across the Group.

Talent reward and compensation
The Group compensation philosophy is based on shared principles,
applied at a country level and tailored to local job market conditions
and regulations under a global governance structure. This philosophy
provides a foundation for us to make consistent hiring and promotion
decisions, which are linked to our business strategy, corporate goals
and objectives, and aims to reward the appropriate behaviours toengage our employees and drive sustainable results.
The minimum salaries applied by the Group in each country always
exceed or are equal to the legal minimum wage set in the country
concerned and are sometimes higher by a very significant proportion.
If anybody is at minimum wage, it would only apply to a very limited
percentage of our population at entry career level. Those cases
normally get out of that level in a three to six months period.

CAPGEMINI

Capgemini group is committed to providing competitive total reward
opportunities that attract, retain, and motivate our employees.
hence, our philosophy aims to:— attract and retain talent;— reward individual and collective performance with aremuneration model that is motivating yet flexible,
incentivizing high performance in an ethical environment;— be fair and aligned with the Group’s strategic targets.
Capgemini Rewards and Compensation mission statement is
structured around four pillars, designed to achieve the objectives
highlighted above:— market and Competitive Rewards, to attract and retain theskills we need now and for the future, through innovativeand globally benchmarked cash and benefits programs, toremain on top of market practices;— optimum impact and affordability, to enable Managers tospend approved compensation budgets in an optimized way
through first class analytics, advice, and guidance;— employee Engagement, by enabling employees tounderstand and value their full reward structure throughclear and impactful communications that illustrates ourreward value proposition;— optimized and efficient processes to drive alignment, favour
mobility and improve employee experience.
These principles are regularly reviewed to ensure consistency
with market trends and evolutions and are deployed and managed
locally to ensure compliance with local regulations and alignment
with local market trends. Regarding the Vice-President population,compensation schemes are designed, reviewed, and approved at
Group level for both fixed and variable components on a yearlybasis following best market practices. For other employees eligible
to variable compensation schemes, the design and principles arebuilt within a global framework in order to promote mobility andensure consistency and fairness.
The total reward package for a given employee includes a fixedsalary, a variable part for eligible employees based on individual
and Company performance and a set of benefits which are not
all cash related and are aligned to competitive market practices
in terms of healthcare and wellness benefits, life and disability
coverage and retirement, among others.
The Group also offers its employees the possibility to participate
and invest in an employee share ownership plan (ESOP). This plan
was first launched in 2009 and is now launched on an annual basis
since 2017.
Where local rules permit, employees can select the components of
their remuneration package from a predefined package (Flexible
Compensation Schemes). This provides employees with additional
flexibility, enabling them to reconcile their financial and personal
situations in the best possible way. Profit-sharing is available toemployees pursuant to the local regulations applicable in the country.

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4.3.1.2

Main achievements in 2021

Develop a dynamic evolving skills pipeline, filled internally and externally by an agile talent marketplace, andexpanded talent pools (Workforce planning, talent brand & attractiveness)
Workforce planning[GRI 102-7]; [GRI 102-8]; [GRI 202-2]; [GRI 401.1][SASB TC-IM-330a.1]
The Group’s headcount broke the symbolic barrier of 300,000 employees
in September 2021, three years after breaking the 200,000 employees
at the start of 2018, which was itself just over seven years after
crossing the 100,000-employee mark in September 2010. Thistranslates an acceleration of our growth momentum and while

headcount grew in 2020 by 22% driven by the acquisition of Altran
which brought nearly 50,000 new employees, the 2021 growth ismostly driven by organic growth and a very strong and dynamic
market demand. This meant we reached close to 325,000 employees
at year end.
The average headcount is calculated by adding the average
headcount at the start of the financial year and the headcount for
12 months, divided by 13.

a) Changes over total headcount
Average total headcountHeadcount at 31 December

Year

Scope

NumberChangeNumberChange2019C

216,104

5.5%

219,314 √

3.8%

2020

C+A

251,525

16.4%

269,769 √

23.0%

2021

C+A

292,69016.4%

324,684 √20.4%

Scope: (C) stands for Capgemini legacy, (A) stands for Altran legacy and (C+A) for Capgemini group.
√
Data identified in these tables by a √ has been reviewed by Mazars with a reasonable level of assurance.

4.

Following the very significant headcount growth in 2020 related tothe acquisition of Altran (effective April 2020) with the onboardingof 49,889 employees, a post Covid-19 crisis rebound drove asignificant organic headcount growth across all geographies. The
integration of Altran had a visible impact on the geographicalbreakdown of the Group’s employees in 2020, with an overall

increase in Europe, as Altran had a stronger European footprint.
however, the organic growth in 2021 was more important in Asia
Pacific, which remains the strongest region by far with nearly 55%
of employees based in this region. The geographical evolution isreported in the table below.

b) Geographical breakdown of the headcount
31 December 201931 December 2020

31 December 2021

Headcount(C)%

Headcount(C+A)%

Headcount(C+A)%

North America

17,848

8.1%

18,5506.9%

19,588√6.0%

United Kingdom and Ireland

8,877

4.0%

10,4893.9%12,172√

3.7%

Nordic countries

4,884

2.2%

5,401

2.0%

6,304√

1.9%

Benelux

8,264

3.8%

9,616

3.6%

10,415√

3.2%

Central Europe and Eastern Europe

16,3097.4%

21,997

8.2%

24,219√

7.5%

France25,518

11.6%

36,21913.4%

37,283√

11.5%

Regions

Southern Europe

9,977

4.6%

19,932

7.4%

21,655√

6.7%

Asia-Pacific

117,42353.6%

135,56750.3%

178,358√

54.9%

Latin America

8,282

3.8%

8,110

3.0%

10,050√

3.1%

MEA

1,932

0.9%

3,888

1.4%

4,640√

1.4%

TOTAL

219,314100%

269,769100%

324,684√

100%

Scope: (C) stands for Capgemini legacy, (A) stands for Altran legacy and (C+A) for Capgemini group. The above data reflects the headcount as of 31 December 2021 for theCapgemini group.
√
Data identified in these tables by a √ has been reviewed by Mazars with a reasonable level of assurance.

The Asia-Pacific region increased by 9 points in 2015 following thebuyback of IGATE, which mainly operated in India. It continued to
grow and broke the 100,000-employee barrier in December 2016. By
31 December 2020, the region totalled more than 135,000 employees,
and grew further in 2021 by more than 42,000 employees including
several acquisitions in Australia. This strong dynamic brought the164

overall weight of the region up 4.6 points. Latin America, Middle
East and Africa and the Nordic have maintained or grown theiroverall share vs. 2020, while the European and North American
regions while growing in volume, are recording a lower percentage
in the Group headcount.

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Social: Aligned entrepreneurs with protection & respect for allc) Additional demographics (seniority, age, and other key
demographics)

as of end of 2021 and the shift between the seniority categories(refer to Section 4.3.1.2.d. for more detail on hiring).

Capgemini focus on diversity is also reflected in the various
demographics and through the 160+ nationalities represented
within the Group.

With nearly 3 times more hires in 2021 than in 2020 and a record
high level of hires to fuel the growth, the percentage of people
with less than 3 years ended at 63.4%, which is 9.8 pts higher thanthe 2020 percentage and 6.6 pts higher than the pre covid crisis
level. This increase drove all other categories to decrease between
2 to 4 pts. As a result, the average seniority decreased and ended
at 3.8 years, compared to nearly 4.9 years in 2020.

Also, the average seniority of our population reflects the verystrong hiring dynamic observed in 2021 explaining the increase of
the percentage of the population with less than 3 years of seniority

Average seniority in % (data coverage on 99.8% of year end headcount<3≥3 < 5≥5 < 10≥10

2019 (C)

56.8%

15.4%

14.6%

13.2%

2020 (C)

52.9%

17.1%

15.4%

14.6%

2020 (C+A)

53.6%

16.9%

15.4%

14.1%

2021 (C+A)

63.4%√

13.3%√

13.2%√

10.1%√

Scope: (C) stands for Capgemini legacy, (A) stands for Altran legacy and (C+A) for Capgemini group.
√
Data identified in these tables by a √ has been reviewed by Mazars with a reasonable level of assurance.

This strong hiring dynamic driven by a high number of young
graduates had also a significant impact on the average age which
has reduced by nearly 0,7 year from 34.4 in 2020 to 33.7 in 2021.
The average age of joiners has been 28.9 in 2021. As a result, thepercentage of the population which is less than 25 years old has
increased by 5.7 points, the most significant reduction being inthe 35 to 45 years range with a 2.9 points reduction.

4.

Average age in % (data coverage on 99.8% of year end headcount)< 20‑< 25≥25 < 35

≥35 < 45

≥45 < 55

≥55

2019 (C)

14.6%

46.2%

24.5%

10.2%

4.4%

2020 (C)

13.2%

46.3%

25.3%

10.7%

4.6%

2020 (C+A)

12.2%

47.4%

25.4%

10.7%

4.4%

2021 (C+A)

17.9%√

46.1%√

22.5%√

9.6%√

3.9%√

Scope: (C) stands for Capgemini legacy, (A) stands for Altran legacy and (C+A) for Capgemini group.
√
Data identified in these tables by a √ has been reviewed by Mazars with a reasonable level of assurance.

Flexibility in working conditions is also a feature which is offered and being able to work abroad is an attractive feature for many employees.
2021

Scope

Coverage

People working
part time% of employees working part time out of total
headcount

2.7%

C+A

98.8%

Foreign Nationals% of employees requiring an employment visa
for work/total headcount

5.5%

C+A

94.6%
(17 biggest countries)

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

d) External Hiring
Given the range and volume of our recruiting, a multichannel
approach is necessary:

New hires include employees who joined Capgemini after the usual
recruitment process during the financial year and who are part of
the headcount (new hires incorporated via acquisitions/operations
are excluded). The coverage rate for new hires is 100%.

— the Group defines the content, concept, and rules of ourbrand image with the Marketing and Communication
departments;— recruitment campaigns and advertising are approved by the
Operational Units and comply with Group standards;— the talent brand and the underlying employer promise arereflected locally and globally in our recruiting process. These
activities are coordinated by the local human Resources
teams, in the operational units and local Marketing& Communication departments and can mobilize theexperience and support of the Group’s human Resources
recruitment team.

CAPGEMINI

2019
2020
2021

Scope

External
hiringAcquisitions

C
C+A
C+A

63,72847,002
139,594897
50,835
1,005

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

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Following the Covid-19 crisis, which had a significant impact on
external hiring levels in 2020, with a marked 50+ % reduction ofrecruits compared to the previous year, recruiting did not stopand kicked off again towards the end of 2020, to significantly
rebound in 2021 at record high level for the Group, being nearly
three times higher than in 2020 and more than twice our previous
record high level.

Talent brand & attractivenessa) Glassdoor: An authentic talent brand view of the“Capgemini Experience”
In today’s digital age, the talent brand is influenced by portals
like Glassdoor, which provides an open view of what working
with Capgemini is like to the external audience. hence, we haveincreasingly focused on Glassdoor as a medium to listen, analyze
and understand our employees’ experiences. Since 2019, we haveactively encouraged employees across 25 countries to leave a review
on Glassdoor. A team of forty global colleagues worked on a single
mission to showcase authentic experiences, attract, and engage

talent via Glassdoor Capgemini profile. They also monitored reviews
to capture our employees’ perception of their experience: work
environment, culture and values, tools and technology, leadershipand management, compensation and recognition, diversity andinclusion and career development.
These reviews have been regularly analysed locally and globally
to identify our employees’ specific expectations. We leverage
Glassdoor to craft experiences that are not only motivating
and pleasing for our employees, but also meet their needs andexpectations. In 2021, Review Intelligence – a sentiment analysis
tool was launched in Glassdoor which was used by all stakeholders
to thoroughly understand the sentiments of Capgemini employees
and make necessary changes. Integrating Glassdoor and Pulse in2020 supported in bringing the employee voice to the leadership.
Glassdoor continues to focus on talent attraction and employer
branding while keeping transparency as its core value, this in turnensures that all our stakeholders actively use maintain and update
our Glassdoor profiles with latest Capgemini information.

The figures below cover the Capgemini Glassdoor profile at the end of 2021:
Overall
RatingCulture& Values

Work Life
Balance

4.0

4.0

3.9

Senior Compensation
Mana ‑
and
Growth –gementBenefits
Career Path

3.7

3.4

3.9

DiversityandInclusion

CEO
Ratings

Positive
Business
Outlook

4.1

94%

76%

Recommend Interview
to a Friend Experience

84%

75%

Scale 1 to 5 (5 is highest score).

4.

b) The digital talent engagement & hiring accelerator –LinkedInhiring channels have evolved over the years thanks to the digital
wave. LinkedIn, which has over 722 million members in 200+
countries, has become one of the key channels for attracting,engaging, and hiring at Capgemini. For experienced hires, it is now
the top channel through which our recruiting teams receive mostapplications and make hires. A digital channel like LinkedIn gives
candidates access to our in-house sourcing and recruiting teams
to connect for job opportunities and to build engagement for
talent pooling. In the “talent war” and digital skills gap scenario,
LinkedIn plays a critical role for us to identify and hire the nicheskills in digital/cybersecurity/cloud/data we need for competitive
advantage. Over the years, through structured learning andcertification programs, we have upskilled our recruiters to enable
them to leverage the latest recruiting tools. It is also proven that
hires from these channels grow and stay longer with us comparedto other recruiting sources.
c) Transforming with artificial intelligence & virtual hiring(India)Empowering our recruiters with intelligent technology has always
been a priority, and 2021 has been nothing less. The digital journeyat Capgemini India has been a phenomenal one and we were able toautomate a couple of processes that were previously perceived astransactional. An excellent example of this would be our’Chatbot
based Screening Platform’ – Litmusblox, which is being utilized
across Business Units to reach out to mass volume of candidates atonce, to collect screening information like their interest in working
with Capgemini, insights into their profile, technical skills they are

166

proficient in etc., reducing manual screening time and effort tocollect these details and then make a decision. The platform is also
being utilized to run campaigns like the Alumni Hiring Campaign
wherein we have already reached out to 3000+ ex-colleagues, asa measure of interest check and preliminary screening.
This year, we also tied up with a new assessment platform, iMocha,
which focuses on evaluating candidates on their tech and non techcapabilities, with proctored assessments. This helps in identifying
relevant candidates in the pipeline, ensuring a better conversion
at technical interviews and reducing recruiters’ manual effort inscreening large volume of profiles.
Another key platform, which was introduced in India, is the’Virtual
Drive Management Platform’ – Elevator. Elevator helps in managing
drives in the current virtual environment, enhancing the entire virtual
hiring experience for candidates as well as panellists. This platform
is enabled with self-slot mechanism, seamless drive management,
panel feedbacks etc. which makes it no less than an on-grounddrive experience. Today, we also have a’Candidate Engagement
Platform’ – Appical, which caters to our offered candidates, takes
care of their queries, engages them with informative Capgemini
specific content.
All these measures ensure that our team is spending more timebuilding meaningful connections with candidates, while helping
them find exceptional opportunities in our organization.
We consistently encourage our recruiters to be genuine and theirown self while having conversations with our future hires. This way,
we are able to hire people with compatible values as the organization
helps them have a strong sense of association with Capgemini.

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Social: Aligned entrepreneurs with protection & respect for alld) Digital onboarding – first experience delivered digitally
We launched Capgemini Invent’s new joiner training program “TheInstitute” in several new countries (now six in total), kicking off its
global roll-out. With The Institute, we enable new joiners at our
junior grades to get client-ready within weeks – through internalclient assignment, dedicated coaching and strong training offers,
empowering them to test and build their core consulting skills ina stimulating environment. A proven concept in several countries,
2021 was the beginning of the global roll-out of The Institute – withseveral new countries lined up to launch their local versions in 2022.

e) Key Performance Indicators (KPI)
KPI
Scope

Talent attractiveness

Number of people hired by the Group (external hiring)

Implementation of local
initiatives preventing theunwanted departure of
employees

Employee voluntary attrition rate (%)
Total attrition rate (%)

Data identified in these tables by a √ has been reviewed by Mazars
with a reasonable level of assurance.
Scope: (C) stands for Capgemini legacy, (A) stands for Altran legacyand (C+A) for Capgemini group.

2019

2020

2021

C

C+A

C+A

63,72847,002 √ 139,594 √

20

12.8 √

23.5 √

25.9

18.5

28.4

Focus on a flexible, engaged, mobile and highperforming workforce (talent engagement, talent
reward and compensation)
Talent engagementf) External awards & recognition
Our talent brand is empowered by our people and their experiences.
It has been recognized as one of the best employer brands acrossdifferent countries/regions. This reflects our investment in
attracting, growing and retaining the top talent as we strive to
become a place where talent thrives. Our many awards include(not an exhaustive list):————

Great Place to Work – Capgemini India, USA;
Universum top 50 globally most attractive workplaces;
Top Employer 2021 – Europe;
LinkedIn Top Employer – India, Germany, France, Spain, NL,
Italy;— Glassdoor Best places to work 2021 – Germany, Invent UK.

CAPGEMINI[GRI 401-2][SASB TC-SI-330a.2]
The Pulse employee engagement metrics are now monitored at
all levels of the Group (from Board to Operations) and enable a
granular view through many attributes (Business Unit, country,
gender, age group, management level, tenure, and others) to further
understand and act on employee perceptions and expectations
in a focused way.
During 2021:— the number of actively engaged employees on Pulse has
increased to 83% globally;— the overall engagement score improved from 7.8 at the endof 2020 to 8.0 by the end of 2021;— the eNPS scores increased from 26 to 35 in the same
timeframe, showing strong increase in the ratio of employeesthat are promoters of Capgemini as a great place to work;— the aggregated employee participation rate reached 60%.

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Statistics as of December 2021

Engagement score(by gender, on a 10 level scale)10

eNPS(by gender, from -100 to +100)

Actively engaged employees(by gender, in %)

50

100%

8.0

7.9

35

8

40

6

30

60%

4

20

40%

2

10

20%

Men

33

Women

Men

Engagement score(by management level, on a 10 level scale)

Women

eNPS
(by management level, from -100 to +100)
49

10

8,3

8,0

7,7

7,7

7,9

8

36
25

30

4

20

40%

2

10

20%

D

E

F

A

Engagement score(by age group, on a 10 level scale)
10

8.7

8.5

8.0

7.9

7.8

7.7

7.7

7.7

C

84

81

D

E

F

A

B

C

D

E

80

80

Actively engaged employees(by age group, in %)75

100% 93

8

60

6

45

4

30

2

15

91

84

80

eNPS
(by age group, from -100 to +100)

7.7

<2
20 0
-2
25 4
-2
30 9
-3
35 4
-3
40 9
-4
45 4
-4
50 9
-5
4
≥5
5

B

87

62
54

90

85

83

80

F

80

81

80%
38
33

60%
28

27

26

24

25

40%
20%

<2
20 0
-2
25 4
-2
30 9
-3
35 4
-3
40 9
-4
45 4
-4
50 9
-5
4
≥5
5

C

Women

60%

<2
20 0
-2
25 4
-2
30 9
-3
35 4
-3
40 9
-4
45 4
-4
50 9
-5
4
≥5
5

B

Men

80%

33
26

6

A

4.

100%

40

83

Actively engaged employees(by management level, in %)

53

50

8,4

83

80%

Key: eNPS stands for employee Net Promoter Score.

This model was critical in keeping pulse on employees’ engagement
and enabled Managers and leaders across the Group to monitor
and react to the qualitative and quantitative feedback from theirteams when the Covid-19 crisis forced remote working.
Pulse listening helped our Business and HR teams to drive impactful
initiatives. here are some examples:— in 2021, the Group rolled out a diversity and inclusion
questionnaire in Pulse to collect the diversity attributes andunderstand the perceptions of people regarding diversity
and inclusion policy and experiences;— as health and wellbeing became a key part of our people
experience and listening, we added specific questions on the
topic to gather employee feedback on the key priorities of
the Group;— building on 2020, where we launched a one-off Pulse survey
on our values and our ethical culture, we went further in
2021, embedding nine ethics-related questions in Pulse.
Additionally, India rolled out optional leave empowering colleagues
to manage work and personal responsibilities, enhanced the CLAP
program to drive recognition, and introduced the EMBARK program
to provide a standard and consistent orientation experience to
newly promoted/hired Grade Ds and Es.

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Business Services (BSv) launched multiple career and learning-related
initiatives in India, leading to the increase of growth driver andoverall engagement scores in BSv. Some of the initiatives include:— communication on competency and career frameworks;— a competency analyser tool covering 18,000 employees;— GROW, a one-to-one career conversation between teammembers and Managers covering 16,000 employees;— the MOVE platform to encourage and support internal
mobility, and career mentoring as a part of programs for highpotential employees (e.g. Vanguard & Avancer);— the Open Up event to build the digital mindset in grade C+.

People Analytics
In 2020, the Group accelerated the building of a data-driven
culture in HR by formally launching the People Analytics function.
The function is designed to apply analytical techniques on data
to improve business outcomes through better decision-making
concerning people and business objectives. Some of the key
projects delivered include:— the design of the New Normal policies by understanding
key topics for employees at the start of the Covid-19 crisis
through Natural Language Processing (NLP) techniques;

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in the promotion process;— the measurement of the impact of learning programs on
overall engagement scores, etc.; and— the prediction of the retention risk of high performer cohorts
to take proactive measures and reduce the cost to Business.
People Analytics also introduced new metrics that are linked tobusiness performance and employee experience, for instance the“Manager Index” measuring the support given by Managers totheir teams (caring, productivity, career development …) and awell-being index covering the physical, mental and social well-beingof employees.

Another key aspect of People Analytics is the building of a data-driven
culture in hR. hence, we have started to create Champions withanalytical capabilities within HR to accelerate the data-driven
approaches and launched dedicated People Analytics training
courses (“Foundations”, “Practitioners”).
These supplement the already existing People Analytics capacities
in the staffing and workforce planning area. Being part of the
Delivery operations, it tightly supports the effective matching ofavailable profiles to open client opportunities through an advanced
staffing toolset and AI.

KPI

Scope

2019

2020

2021

Group engagement score

Aggregate average Engagement Score(from 0 to 10) (1)

C

7.2

7.7

8.0

Group eNPS (employee
Net Promoter Score)% number of promoters (score: 9-10) less %number of detractors (0-6) (1)

C

6

26

35

Pulse participation rate

Aggregate full year employee participation rate in
Pulse (in %) (1)

C

64

70

66

Actively engaged
employees (2)Part of the workforce with Engagement Score 7-10
(in %) (1)

C

73

81

83

(C)
(1)
(2)

Stands for Capgemini legacy, (A) stands for Altran legacy and (C+A) for Capgemini group.
Note: These numbers are covering Capgemini legacy only, excluding Altran scope. They therefore cover 81.5% of the total Group’s FTEs.
Definition: SASB Actively engaged: The classification should generally reflect the use of 4, 5, 7 or 10 points scales, where “actively engaged” is 3-4 on a 4-point scale, 4-5 on
a 5-point scale, 5-7 on a 7-point scale, and 7-10 on a 10-point scale, or the equivalent. Sources: The Vitality Institute and Aon Hewitt. Determining who is actively engaged:
Engagement is generally determined through a composite score derived from several questions. However, it may also be determined with a single question about “overall”
engagement. Whatever the case, the result should be provided in a scale that corresponds to the above definitions of “actively engaged”.

Reward and compensation[GRI 202-1]; [GRI 401-3]
Pay equity is a key area of attention with strong internal focus: weensure that we are compliant with prevailing legislation and monitor
this topic, by leveraging external certification with EDGE whenapplicable. In France, we have an annual Equality Index assessmentthat includes a pay equity Section following a methodology presented
and validated with employee representatives which disclosed very
limited variances for similar roles. This has enabled us to reach a pay
equity score of 39 out of a maximum of 40 on the 2020 Pay Equity
Section of this index (in place since 2018). This high score is driven
by a less than 2% variance between men and women (in favour ofmen) overall within France and reflects the long-term work with
employee representatives on this matter. In addition, we had the
maximum scores for the percentage of promotions as compared
between men and women and in relation to the fair treatment of
women returning from parental leave. Overall Capgemini scoresa 94 over 100 on the index (including other aspects beyond pay)
and has been getting the same score three years in a row.
During 2021, the Group worked on a global assessment to adopt
a Pay Equity Framework to have a comprehensive and structured
approach on the topic. On top of that, starting 2022, Capgemini
is part of the Bloomberg Gender Equality Index (GEI) a modified
market capitalization-weighted index that aims to track the
performance of public companies committed to transparency ingender-data reporting and whose current market capitalization
is greater than or equal to USD 1B (1,000,000,000).
The GEI framework defines a set of metrics used to determine
a company’s progress towards equal representation of genderthroughout the levels of the organization, commitment to genderequality goals, policies in place to reduce the impact of familial
stresses and responsibilities on the workplace, and progress
towards positive impact on women outside of the employee base.

CAPGEMINIThe reporting framework includes over seventy metrics, each
allocated to one of five pillars:— equal pay & gender pay parity (address closing the gender
pay gap through transparent and effective action plans).
— female leadership & talent pipeline (measures recruitment,
retention and development of women into senior leadership
positions).
— inclusive culture (evaluates policies, benefits, and programs
that contribute to an inclusive work environment).
— anti-sexual harassment policies
harassment policies and procedures).

(assessanti-sexual— pro-women brand (considers factors like supply chain,products and services, and external support for women in
the community).
Capgemini integrated the 2022 Bloomberg Gender-Equality Index
based on 2020 data, scoring 76.9% which is above the overall averageof 71% and the Tech sector average of 69.63%. 550 companies
submitted their data to Bloomberg and out of the 414 companies
that integrated the Index, 44 are Tech companies.
Salary increase guidelines are also reviewed and approved at
Group level in close alignment with most up-to-date market andbusiness trends. The Group has also implemented a strong crossfunction governance (HR, Finance and Procurement), supported byan international partner to monitor, optimize, evolve and improve
employee benefits coverage for our employees.
The evolution of compensation (which can be found in the Note 7 tothe consolidated financial statements) is subject to regular analysis
as compensation costs represent 67% of the Group revenue. Regularmonitoring is made of the average compensation cost evolution
across operations to evaluate, monitor and anticipate the impact
of staff demographics dynamic (recruits, leavers, promotions, etc.)
on the evolution of this key indicator.

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The Compensation Committee of the Capgemini SE Board of
Directors makes recommendations to the Board of Directors on
the compensation of the Company’s Executive Corporate Officers
and is informed of the compensation policies related to the Group
Senior Managers, in particular equity-based incentives which are
subject to Board approval.

2009. Also, the number of people benefiting from such allocation
is growing in order to associate more and more employees to theGroup long term performance and more than 5,200 employees havebeen covered in the 2021 plan. Recently acquired companies areincluded in such plans as soon as legally doable as it was the casefor instance following the Altran acquisition last year.

Allocation of share‑based incentive schemes

Detailed information regarding performance shares allocatedby Capgemini SE to Executive Corporate Officers and to the ten
main beneficiaries (non-Directors), the options exercised by thelatter, and details of these plans are provided in Section 6.1.4 ofthis Universal Registration Document.

Capgemini SE has allocated share-based instruments (previously
stock options and performance shares since 2009) on a regularbasis in line with its Corporate Governance rules. These allocations
are made selectively with the aim of rewarding employee loyalty,
namely for those who have made exceptional contributions tocompany sales, production, innovation or to reward those whohave been acknowledged for specific initiatives or who are seen
as transformation agents. Any employee in the Group may be
selected to receive them. This is an exceptional reward, notguaranteed on a year basis and does not form part of the general
remuneration policy.
The Management Report, presented at each Capgemini SE
shareholders meeting, provides a detailed yearly breakdown of
the performance share allocations (see Section 2.3.4 for further
information).

4.

Currently, performance shares granted to Executive Corporate
Officers represent a very low percentage of the total shares
distributed. The associated resolution sets a maximum limit of 10%
to be allocated to Executive Corporate Officers and the volume
effectively allocated to them represents a much lower volume, withless than 3% of the total grants of all performance share plans since

Employee stock access (ESOP)
Since the first employee share ownership plan was launched in2009 covering 19 countries, Capgemini has chosen to offer as
many employees as possible a structured, leveraged formulawhereby employees can invest in Capgemini shares at a discounted
price, either indirectly through a Mutual Fund (FCPE) invested inCapgemini shares, or directly, depending on local regulations in thevarious participating countries. Building on the initial success, theGroup proposed an employee share ownership plan in 2012 and2014. Since 2017, the plan has been offered annually to all eligible
employees. The coverage of the offer is progressively extended, andlast plan was covering 29 countries. More than 49,400 employees
have participated in the latest plan and 589 million € have been
subscribed. The employee share ownership has further increased
in 2021 to reach 8.43% of our share capital. This has enabled us
since 2012 to have employee shareholder representation on the
Board of Directors of Capgemini SE (please refer to Section 2.1.3 ).

4.3.2

Skills management and development

4.3.2.1

Relentlessly invest in our talent through aunique experience, developing tomorrow’s
skills (ESG priority C)[GRI 404-2]
At Capgemini, careers and skills are at the core of business, hence
making sure that’the right person with the right skill is in the rightjob at the right moment’. Turning potential into value sits at thecenter of our Learning and Development efforts. We believe in the
power of our people and the vital role we play in their development,
ensuring their sustainability and long-term employability as theircareers progress through our Company and beyond.
To meet the increasingly agile expectations of our clients and ourpeople, every Capgemini employee, from fresh hires right out of
university to Senior leadership, can expect the same high standardof learning tools, programs, and support (tailored to their roles,
skills, and path progression) as they develop in their careers.
In 2020, to make learning opportunities and programs even moreaccessible to all of our employees, we deployed NEXT – a digitallearning experience platform that enables access for all employees
to relevant and broad learning assets, curated by the world’s best
knowledge providers such as Coursera, Pluralsight. In 2021, we saw
an increase in the platform with 276,864 users, with the additional
onboarding of Altran employees that are now part of our Capgemini
Engineering business line. This enabled our people to constantly
grow and align to current and future skills needs.

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Covid-19 has been an ongoing challenge and prevented us frommaking use of our iconic University Campus in 2020, but we madea successful switch of our full F2F catalog to virtual formats andevents for our professional communities. This ensured that we could
maintain the feeling of belonging and camaraderie engenderedby key professional communities.
Capgemini is committed to continuously upskilling its workforce,
which begins with building up the People Management skills andleadership practices of our middle management and leaders in
the New Normal, while equipping them with the tools for success.
The Connected Manager program for example, in partnership with
Harvard University, supports our Managers through a hybrid andflexible development model. We continuously work on improving
our already robust approach to Executive hiring, promotion andreward while reviewing this key population in the annual Strategic
Talent Reviews for development, succession, and mobility actions.
In line with our ESG objectives of increasing the learning hours of
every employee by 5% every year, we have invested more than €90M
in Learning (not including the indirect costs not billable to our clients).
Our latest employee Pulse score on learning of 8.1 average scoreand 33 NPS highlight the appreciation and the value that learning
brings to our workforce. Our focus for the years ahead is to create
a continuous learning culture where people learn more frequently,
in the flow of work and via peers, professional communities andour technology partners. We also have the ambition to further
open up the learning ecosystem outside Capgemini to students,
clients and alumni in years to come.

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Performance Management[GRI 404-3]
Capgemini has a robust Performance Management Model in placeso that every employee has:— clear objectives established early in the year;— a year-end performance review (at the minimum); and— a once-a-year development discussion.
While this Group minimum standard usually sees a richer applicationin Businesses (with additional mid-year reviews and more than oncea year promotion opportunities), the Group has committed in thedesign and steering of a new Performance Management Model.
Destined to primarily respond to our entry and young professional
grades (that represent the majority of our workforce), it addresses
their changing expectations as well as the need to better support
the agile business environment in which the Group operates.
This new model is a more continuous approach focusing on
progression rather than on just past performance by:— clarifying a standard and limited set of development needs/
objectives by role and grade;— evidencing attainment through continuous, 360-degree
feedback via co-workers, Managers, partners, and clients;— running quick and effective value assessments by the People
Manager; and— reviewing promotion decisions in quarterly People Review
roundtables.
While our management and top leader levels are remaining on asemi-annual or annual cycle, the evolved model will:— apply to them the same standard development objectives(by role and grade);— fully include them to actively take part in the targeted
feedback culture (giving and receiving); and— require an even stronger focus on people development androle modelling.
This model will make it easier to adjust goals on an ongoing basis.
It will supplement standard development with tailor-made options
for faster upskilling and supporting mobility options.

Learning and Development platform and experiences
Next – unified experience platform for learning
At the end of 2021, Next had 276,864 active users, which is 86% ofGroup headcount (including our Capgemini Engineering teams). It
has rapidly shifted the’learning hour’ landscape, with an increaseof 20% in learning hours compared to 2020 (and 26% if we exclude
Capgemini Engineering teams).
Capgemini has partnered with some of the world’s leading Learningand Development content providers, such as Pluralsight, harvard
Managementor, Harvard Spark, and Coursera and offer full accessfor free to their catalog for all Capgemini employees. In 2021, theGroup integrated more partners like CoorpAcademy to push theambition on digital skills, AndersPink to provide dynamic curated
content to build industry expertise and content from our partners
like Pega and Redhat.

Sixteen professional communities that our talents canjoin to develop specific expertise
In line with our ambition to design and deliver a continuous learning
value proposal through peer-to-peer learning and through learninggroups, we have created “Professional Communities” around corecompetencies and skillsets that are essential for current roles
and future roles within Capgemini. In 2022, we will launch thelearning pathways for these professional communities, includinginternal certifications and accreditations which for many years
have been, and remain today, an important asset and recognition
for the expertise and developments paths for the people in thesecommunities. The Engagement Manager Certification, forexample, covering roles such as Project Managers, Scrum Masters,
Service Delivery Managers and Transition Managers, is a levelledcertification program (from Foundation to Level 4 Expert). This
global certification scheme allows better staffing of complex andspecific engagements with the appropriate level of expertise andrepresents a strong community with elevated excellence standards.
There is an equivalent certification approach for the Architecturecommunity and the Account Management community. Those
three strategic communities are part of the sixteen professional
communities that will be further scaled across our Group.

Growing the learning ecosystem with more technology
partners and rich Academy experiences
The launch of Next has facilitated the rapid growth of our learning
ecosystem and further opened up access to the technical learning
content of our partners such as Microsoft, SAP, AWS, RedHat,
Oracle, Salesforce and Pega. These technology skills are necessary
to bring innovation to our clients and learning with partners
during events has become an important element in our learning
strategy. Partner content is featured on the front page of Next,
seen immediately by all employees, and has driven a marked uptick
in skills development and certification. We have also deployedskills aligned to our Corporate Strategic Framework through an
academy model, with the launch of AI Academy in 2020 and Cloud
Campus in 2021.
Launched in September of 2021, Cloud Campus is Capgemini’s
central hub for Cloud-based learning, certification preparation,
partner-sponsored activities, community forums and mentoring, allaccessible and integrated with Next, Capgemini’s comprehensive
digital learning platform. Endorsed by internal and external experts
and delivered in collaboration with our partners, Amazon Web
Services, Google and Microsoft Azure, Cloud Campus functions as
an all-inclusive one-stop-shop to gain industry-recognized skills andcertifications with guidance and support. Cloud Campus is open to
all employees regardless of entity, region, level, or role and existing
Cloud experts also have content to polish their skills further andmentor the community via a structured mentoring program using
Chronus. The program includes partner sponsored hackathons andgame days for practical, hands-on experience, “donut roulette” toconnect peers across the world, skills assessments, a leaderboard
to recognize power-learners and a world-class content library thatis updated regularly.
As of December 2021, Cloud Campus has easily eclipsed its original
goal of 10,000 participants by year end with 33,000+ uniqueparticipants, a number that continues to grow quickly.

All development activities on Next are recognized internally andallays employee worries about skill redundancy in an increasingly
volatile market. Many are also externally recognized, with numerous
courses from renowned and accredited universities and many
external certifications available free of charge.

CAPGEMINI

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AI Academy focuses on increasing the base level of data andartificial intelligence (AI) across the entire organization, as well as
furthering the skills of our practitioner and professional populations(those skilled in data engineering, data science, machine learningand data visualization), and has been further scaled in 2021. AI
Academy gives our people a clear learning-driven path for all AI
roles within Capgemini, as well as a community of peers with whom
to learn. The Academy has several tracks (AI for management, AI
for solutioning, AI for delivery, etc.) to fit the needs of every AI
learner at every stage of their career progression. At the end of2021, 1,750 AI Academy participants had identified AI as a new skill
and 1,798 users completed or were taking training in 24 AI pathways,
an increase of 22% of employees with the AI skills specified in the
AI Academy (these figures include Altran legacy).
In 2021, we worked to build industry skills globally through our
India Industry Platform, focusing on:— the creation of foundational level learning modules forfour priority industries, starting with Life Sciences andAutomotive;— dedicated industry events – virtual deep-dive events focusedon specific priority industries;— mobilization sessions – where industry leaders partner withexternal specialists to speak at virtual events at scale.

4.

In 2022, we will continue to work on these points and further createa holistic experience-based space designed to grow people from
Grade A (associate) to F (VP), from awareness to certification. This
will be offered via Industry Academies with multi-dimensional
upskilling, including a focus on functional, technical, business,and soft skills.

Opening up our learning ecosystem
We are working on a solution to bring these Academies to ourcustomers through an extended enterprise platform in 2022, onethat will allow us to seamlessly extend these to our network andecosystem and to learn with our clients. Another way to open our
ecosystem is to enable learning before we have a new member join
the organization. We have rolled out a pre-boarder solution in India,
where all candidates that are offered to join Capgemini India also
have an opportunity to discover Capgemini India modules throughaccess to a Pre-boarder Next solution. We are now extending thePre-boarder Next learning solution with a pilot on ADAPT amongst
7,000 hired students that have received a job offer, to refresh andequip them with the necessary technical skills prior to their joining,
thus enabling an integrated recruitment and learning solution.
This concept has an opportunity to be scaled up even further. It
will take time to see the real business impact of this, we do see
an average 4.5 hours of learning in the pre-boarders stage itself
with no interventions or nudging, and early indications alreadyshow that people onboarded via the pre-boarder solution on anaverage show a 15% higher engagement through access on theplatform, and almost 1.5 times more learning hours within thefirst few months of joining.

Digital, virtual and hybrid events
In 2020, in response to COVID, we shifted all events online. This
opened up the possibility to further scale digital events in 2021
with more community connections while fostering a sense of
belonging to learning communities and Capgemini as a whole. In
2021, we hosted 165 virtual university learning events at scale,covering 84,320 learning hours. RISE is one example and is a newarchetype for Capgemini’s live digital learning events. It brings
together three to four of Capgemini’s professional communities
into one event that combines the best of both worlds – relevant
content tailored to specific roles and general knowledge on
strategic priority topics.

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A fully virtual experience spread across multiple time zones toenable maximum live participation via the Social27 platform, RISE
gives participants the opportunity to connect with Capgemini
leaders, engage in social learning across both their own and othercommunities with learning sessions led by community heads, andthe chance to develop their personal skills through a huge variety
of expert-led skills building sessions. Held quarterly, the first
iteration of RISE brought together HR, Data Management, Cloudand Architects communities while the second brought together
Banking & Capital Markets, Finance and Agile teams with the goalof cross-silo learning, greater alignment on the Group’s strategic
framework and vision as well as a stronger feeling of belonging tocombat attrition. The events attracted 10,000 unique visitors in
the first two iterations and scored well above average at 8.9/10,
according to attendees.

Manager development
The world has changed irreversibly over the last 18 months. The
New Normal in the working world has emphasized and accelerated
some challenges: talent retention, hybrid working and work-lifebalance. As we move forward, getting these elements right iscrucial: wellbeing, trust based managerial culture, connecting
and collaborating with remote/distributed teams. The biggest
risk to achieving the Capgemini strategy is not engaging the huge
employee base, of which 1/3 are Managers. Connected Manager
is THE program for Managers across Capgemini that enablesdelivery of consistent management behaviours – which are criticalfor business success and provide the culture we need to thrive.
Created with Harvard Business Partnership, the ConnectedManager program is Capgemini’s premier program for overcoming
managerial challenges by changing Managers’ mindset, behaviours,
and practices. In place for 1.5 years, the program has more than
20,000 Managers enrolled and almost 15,000 already certified.
Originally an in-person program, we have evolved over recent
times to make it fit for the New Normal by adding team rituals
e-learnings and role plays touching on remote and hybrid working,increasing our digital touchpoints, formalizing opening and closing
ceremonies for more face time and building in practical hands-on
opportunities wherever possible.

Executive learning
With our Executive Education framework, each Executive candevelop and improve at their own pace with the approach most
relevant to them. In 2021, our Executives had access to an external
Executive coaching framework, certified business school programs,
digital content in NEXT’s “Executive Education” Section as well as
leadership series: in-house high touch leadership skill boosters
on critical leadership skills. While almost 40% of our grades E(Director) & F (VP) completed trainings in NEXT on leadership andTalent topics, 750 also benefitted from the leadership series on
topics ranging from client impact and intimacy (Executive Presence,
Boardroom Excellence, Becoming a Trusted Advisor), to building
high performing teams and critical thinking (Strategic thinking). On
top, 250 more VP, newly hired or promoted, completed the ONE
integration program, which supported the Altran VP integration,and 88% of the VP population completed the inclusive leadership– Unconscious bias – workshop.

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We also started a 360-feedback process for our EVPs, which has been
already rolled out to 292 EVPs (80% of the EVP total population)in 2021. In 2022, remaining EVPs and all VPs will be proposed togo through the 360-feedback process.

Talent acceleration and high potential development
Our Leadership Development Programs are designed to allow every
employee to improve their leadership skills, with explicit requirements
for specific grades. All our people are assessed annually on their
behaviour and leadership skills during their performance review.
We offer four global acceleration and development programsfor employees with high potential – within each grade – to boost
the progress of specific profiles and thus accelerate their career.
We also offer a selection of Leadership Development Programs
aimed at highflyers – within each grade – to train employees andalign habits and behaviours with expected leadership skills.

4.3.2.2

The eligibility and enrolment conditions for these programs are
updated every year and their students receive specific support asthey progress within the Group.

Integrate workforce planning and skills development
Our global staffing tool is designed to harness the businessdemand, skills, people data and project mobility choices to map
the pool of interested talent profiles against the right demand. Thisis further leveraged by our resource planners to make decisions
about staffing. The tool offers a global marketplace, where people
can express their interest in projects that have been chosen to be
published rather than having a resource assigned directly. Any
unfulfilled demand is flagged to the external market, in line withour core staffing principle to’look internally before going to themarket’. The analytics engine is designed to grow in intelligencethrough a skills framework, Taxonomy, professional communities,
and evolving people data, so that it increases the matching ability,
understands career choices, and reduces the turnaround time andbusiness costs involved.

Main achievements in 2021

[GRI 404-1]
Results and Key Performance Indicators (KPI)

Training policy

KPI

Périmètre

Total number of training hours(millions of hours) (1) (2) (3)

C

2019

2020

9.2

9.8

A (3)

2022
target12.8

NA45.7 √

48

1.1

C+A
Average number of learning hours
per employee trained (2) (4)

2021

C

41.9

A(5)

45.5 √
22 . 2

C+A

Scope: (C) stands for Capgemini legacy, (A) stands for Altran legacy and (C+A) for Capgemini group.
(1) Note: There has been a change in methodology in how learning hours are reported from 2018 to 2019. Only training fully completed 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 were recalculated for comparability purposes.
(2) Note: These numbers cover Capgemini legacy only, excluding Capgemini Engineering that represents 18% of the total headcount.
(3) Only training hours recorded in the Learning Management System for Altran France are registered.
(4) The average is calculated on the basis of active learners rather than against employee headcount.
(5) Coverage rate of Capgemini Engineering training information: 98,4% of Capgemini Engineering headcount.
√
Data identified in these tables by a √ has been reviewed by Mazars with a reasonable level of assurance.

4.3.3 Diverse and inclusive work environment
It is our strong conviction that a diverse workforce and an inclusive
and equitable culture boost creativity and innovation and are
therefore integral to being a high-performance company. Diversity
and inclusion are essential to our Group identity and our value
proposition.
Making our people feel welcome and working together seamlessly is
critical to our long-term success. Therefore, we commit to building adiverse and inclusive environment of aligned entrepreneurs, where
every form of diverse talent thrives and brings the best value.
We not only comply with regulations, but we are also committed
to upholding the highest standards of governance and ethics, andfully subscribe to the key principles of sustainable development,
namely, inclusivity, integrity, stewardship, and transparency.
The Diversity and Inclusion (D&I) pillar of our Corporate Social
Responsibility program aims to deliver on this ambition.

CAPGEMINIOur Diversity and Inclusion strategy contributes to targets of threeof the United Nations Sustainable Development Goals (SDG 5,
SDG 8 and SDG 10).

4.3.3.1

Enhance a diverse workforce and an
inclusive culture (ESG priority D)

As a global technology and consulting leader, Capgemini has longheld the belief that a vibrant, diverse workforce and an inclusive
culture are fundamental to our identity and success.
Our definition of diversity encompasses cultural identity, race/
ethnicity, social origins, sexual orientation, ideologies, working
methods, skills and experiences, gender identity, and disability. We
value the differences and uniqueness of our people, and guarantee
an open, collaborative, and safe environment for their wellbeing,
while allowing them to be their true selves at work.

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Inclusion is a business imperative for the Group, and a lever toensure we can deliver higher value to our clients. By bringing insuch diverse talent, we enrich our teams with different skills andperspectives, helping us to anticipate and adapt proactively torapidly evolving client needs, and making Capgemini a communityof active entrepreneurs and thought leaders in our chosen markets.
We value everyone’s unique experience, opinions, and ambition.
We recognize that diverse teams are the source of innovation andbring more creativity and distinctive ideas to the table, leading
to an inclusive environment to the benefit of all. By creating an
inclusive culture where talent representing society in all its richness
and diversity is empowered to have meaningful careers, we arebuilding a future where all talents can thrive.
This strategy is highlighted in the priority D of our ESG policy:
Enhance a diverse, inclusive and hybrid work environment. We aim
at reaching 40% of women in our teams by 2025.

Our priorities in Diversity and Inclusion
Our key priority remains to address the gender gap still present
in our industry. Gender diversity underlies and intersects withother dimensions of diversity and is particularly challenging in thetechnology and consulting industry. It is therefore a key focus for
us to have more gender-balanced teams shaping our culture anddeveloping the right solutions for our clients. We aim to ensurethat female employees fully take part in both corporate life anddecision-making processes at all levels, as equals of their malecounterparts.

4.

But our vision of diversity goes far beyond gender. We continue toprogress well on expanding the focus on other diversity dimensions.
Race and Ethnicity, Disability, Sexual Orientation, amongst others,
are important dimensions for the Group. As society demands an
end to intolerance and discrimination, we commit to play our part:in breaking down barriers and building a more inclusive world, we
make meaningful change happen.
To guarantee Diversity and Inclusion as core elements of ouridentity and strategy, we pursue three main ambitions:
1. Become a company of choice for women in IT
Women are key to shaping the future of the digital economy,
whether in technology, business, or client-facing roles. We commit
to increase the representation of women in our workforce toreach a minimum of 40% by 2025. We have to address the wholetalent value chain: influence our ecosystem to encourage moregirls to embrace STEM studies or develop digital skills and, atthe same time, grow a sustainable talent pool to bring more
women to leadership roles, with the objective to reach 30%
of women in Executive positions in 2025.
2. We are committed to equity for all
Our key focus on gender balance is not in contradiction withour broader vison of diversity. We are actively engaged topromote a fair representation of people with disabilities andfrom under-represented minorities and build a LGBT+ friendly
workplace. Beyond diversity, we commit to ensure equity,offering equal opportunities and treatment to all. It meansmonitoring the recruitment mix, equal promotion rates andequal pay for equal work. It relies on fair management, freefrom bias, extending from hiring to development, promotion,or reward of our employees at all levels.

174

3. We foster a strong culture of respect and an inclusive
environment
We ensure a safe and respectful workplace where leaders are
made accountable and invited to self-reflect on their daily
behaviours, in line with our core values, Code of Business
Ethics, new leadership model and new flex policy. Beyond
Managers, employees can have their own say by contributing to
the Employee Networks or volunteering initiatives promoted
in our CSR policy. Every one of us is instrumental in building afriendly environment where everyone can be their authentic
self and find their own way, combining professional ambitionand personal life.

Become a company of choice for women in IT
Over the last few years, we have made good progress with respect
to increasing the representation of women in our organization
at all levels. Our main challenge is now to stem and reverse theerosion we see for entry to managerial and above grades, known
as the Broken Rung.
Between 2017 and 2020 we achieved the second fastest progression
in the IT sector, with a gain of 3.5 points on the Capgemini legacy
scope.
In 2021, we raised the bar on gender balance and applied to the2022 Global Gender Equality index operated by Bloomberg. For
our first participation, we were listed and obtained a score of
76.9, placing us more than 7 points above the IT sector average.
In parallel, following a continuous improvement approach, we arerenewing our Global EDGE certification in 2022. The US, Brazil and
Morocco started the process earlier, in H2 2021. In 2017, Capgemini
became the first – and remains even today – the only professional
services company to obtain this certification in Morocco.
We address the bottom tier and continue through to the top of
the pyramid, with a focus on limiting the erosion among young
professionals through our Group project known as NOVA (seebelow), and by bringing more women to leadership positions.

Growing a sustainable talent pipeline of women
Project NOVA was launched at the beginning of 2021. It brought
together practitioners from recruitment, talent, business, andDiversity and Inclusion (D&I) from across the Group to share
best-in-class measures to strengthen recruitment, promotion andretention of women. Up to thirty best practices were collected:
ten recognized as the most impactful will now constitute ourrecommended global framework for building our sustainablefemale talent pool.

Recruit: enlarging our sourcing pool and make ourrecruitment process more inclusive
To attract more female candidates, we have developed our
employer branding to showcase women professionals, re-focused
job descriptions to make them more gender neutral, boosted
female referral and incentivized headhunters to present more
women profiles, trained recruiters, and ensured greater diversity
in interview panels. In parallel, we have enlarged our recruitment
targets to address untapped sources of talent, notably:— women in their early studies or career: we are deeplycommitted to encouraging young girls to embrace STEM
studies and acquire digital skills. We have developed

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partnerships around coding or IT in several countries (forinstance with Girls who code in USA and in France with theFemmes@Numérique foundation) and we support theUnited Nations AIforGood initiative for Teens in AI;— Capgemini Alumni employees: India developed the “Shesaid yes” project encouraging former Capgemini employees
to come back after a few years of experience in othercompanies;— women back from a long-term break: for example, in India
we developed “CAPtivate”, Capgemini’s Career Comeback
initiative to support skilled female professionals who wantto make the transition back into the workforce. In France,
we support the Digital Women manifesto from professional
union Numeum (Synthec Numérique) to engage its member
companies in recruiting women and retraining, and we
support Social Builder, a social enterprise that creates
professional paths into the digital world for women.

Promote: scaling up supporting measures to empower
women and ensure equal opportunities
Our Group policy aims to develop career intentionality and provide
support to women to accelerate their career path. We do thisthrough networking, training, and mentoring schemes, all of whichhave proven to be successful at local or country levels.
— Career intentionality: Two podcast series aimed atdeveloping self-confidence and projection:––

my Fair Value: developed in partnership with Lean In
France, this tackles the taboo of women’s remuneration.
The episodes display pragmatic tips to help themacknowledge their skills and their true value on themarket and be prepared to run conversations on theirremuneration. First launched in French, the podcast has
been translated into English and circulated across theGroup on the occasion of International Women’s Day inMarch,
herStory: Showcasing inspiring women role models,representing the diversity of career opportunities thatwomen can embrace in the Group, whether in technical,
client facing or enabling roles. The campaign has gained
strong visibility and engagement on LinkedIn andInstagram. This initiative has been duplicated locally in
India, Financial Services and in APAC;— career path acceleration:–––

Powerahead: a talent acceleration program that had
previously existed in Financial Services for middle
managers and has been extended to junior Managers
with great traction and success,Mentoring: Our Netherlands business has circulated amentoring toolkit to all their volunteer Managers, while
France launched a mentoring program mixing genders in
Q3-2021,strategic talent reviews: our Cloud Infra and North
America units have enforced a robust process to ensure
we have at least one woman in succession plans or thatwomen with potential are identified at an early stage andproperly supported in their development plan, so thatthey are fully ready within two years for promotion to
director and VP level,

CAPGEMINI–

Women network: Women@capgemini, our global
employee network, has been extended this year
across the professional communities: WomeinDelivery,
WomeninSAP, WomeninAi, WomeninCyber, WomeninSales…
now offer more specialized networking opportunities.

Retain: limiting attrition through constant attention towhat matters mostConvinced that decision to leave or stay is deeply linked to thelevel of flexibility and recognition that the Company offers at key
moments of the professional or personal journey, we have beenworking on developing the following policies:— Flex work policy: our new hybrid model, with more remote
working and flexibility in terms of working hours and work
location, enables all our employees, starting with women,
to combine their professional ambition with their personal
life, and is likely to reduce attrition in influencing decisions
at key moments of life, such as maternity or parental leave.
In India for instance, our team developed the fareWelcome!
program, aimed at both individuals and people Managers
to ensuring that all the stress and demands experienced
currently by women returning to the workplace can be
discussed and managed openly, honestly and in collaborativeand supportive environment. The program is designed toassist in the transition from office to maternity leave, help
women stay connected with the organization and colleagues
during the maternity break, and ease the’back to work’
transition process. Similar programs exist in other countries,
such as “Keep In Touch with your M’Partner” in Morocco.
— Equal pay for equal work: as a Group, we conducted a deep
dive analysis in our fifteen core countries to assess theirmaturity regarding our equal pay for equal work ambition.
We want to ensure that there is no remuneration gap that
can’t be explained by objective and factual characteristicsof the job or individual, such as diplomas, level of masteryor expertise, level of performance, tenure in the role, grade,job family or region. This analysis enabled us to create a heat
map and develop a solid framework that can be adopted bycountries with a less mature approach.
— Extended benefits: several countries have been revising
Capgemini’s employee benefits to make them moreadvantageous and inclusive. For instance, Australia haschanged the minimum duration of weeks offered for primaryparent parental leave from eight to eighteen weeks. Suchpolicies tend to become more and more gender neutral
and address parents’ or care givers’ needs. In India, ourParents@CG network allows all colleagues with childcare
responsibilities to network and participate in sessions on
different aspects of being a parent; we provide creche
benefits to our employees (a gender-neutral initiative), whilelactation rooms support female employees balancing theirreturn to work with their needs as mothers of young children.

Monitoring women’s engagement and attrition
As part of Capgemini’s Diversity and Inclusion ambition endorsedby our CEO, we have conducted deep-dive analyses on gender
diversity across the Group since 2019. This helped us build a common
reporting dashboard, consolidating data from all the local payroll
systems. This dashboard depicts, in one single view, all the KPIs

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and levers (recruitment, promotion, retention) we need to follow
our gender mix overall and by grade. This one-pager has become
the official reference among the D&I and HR communities andis reviewed on a monthly or quarterly basis at Group Executive
level, in the Group D&I Board, and in country Boards, enabling us
both to spot at a glance the key areas in need of attention and to
identify potential gaps to be addressed. To ensure that we better
understand all women’s expectations, we monitor employee
engagement scores and comments per gender every month. In
the same spirit, exit interviews between HR and women serving
notice have become common practice to identify motivations forleaving the Company. Occasionally, such conversations help resolve
concerns and avoid final resignation.

We are committed to equity for all
Building an inclusive and sustainable future for all sits at the heartof Capgemini’s purpose.

Support inclusion of people with disability andneurodivergence in the workplace

4.

In accordance with our deep belief that a workplace where people
can thrive leads to the best innovation and business solutions, ourDiversity and Inclusion efforts also focus on actively embracing
persons with disabilities (PWD). Any limitation on business or any
restriction in participating in society as a result of lasting impairmentof a person’s mental or physical abilities constitutes a disability. We
have progressively enlarged our perspective to embrace physicalimpairment, chronic disease, long-term or invaliding illness, mental
health, and neuro diversity or neurodivergence.
We are convinced that technology can be a key accelerator to
support and offer them more opportunities to join, grow andthrill. The combination of a hybrid work environment and digital
tools has made inclusion of PWD in the workforce more accessible.
Besides, PWD have usually developed other abilities that can beleveraged in digital roles, for instance people with autism can bea great match with AI, coding or testing profiles.
At Capgemini, we see the person before the handicap andacknowledge that they bring a new dimension to our teams, whilst
embodying society’s diversity within our Company.
In 2020, we joined the Valuable 500, which is a global CEO community
revisiting disability inclusion through business leadership andputting disability on their business agenda. In 2021, we renewed
our membership of the International Labor Organization’s Global
Business and Disability Network. This is a network of several
multinational enterprises, employers organizations, and disabled
persons organizations who share the conviction that talent andexpertise can be found everywhere.
In line with these affiliations, in 2021 we:— launched an exhaustive review of our most common usedinternal and external software: 145 were listed to be audited
against the WCAG (Web Content Accessibility Guidelines)
international standard, ensuring accessibility for people
having a visual, hearing, motor or cognitive impairment;— dedicated some of our 40 Digital Academies to PWD,
equipping people with limited access to employment with176

the digital skills they need to enter the IT job market. The
priority was given to PWD in the 18-25 years age bracket
who were at school or had dropped out of college withlocomotive disabilities, partial vision, and hearing-impaired
disability, to help them gain a foothold in the competitive job
market (more information is available in Section 4.3.6);— launched a global taskforce CapAbiliteam, with twelve
countries represented, to coordinate our respective actionplans and leverage best practices across the Group beyond
local legal obligations. Our main output was to build aglobal awareness campaign, “Ability never goes unnoticed”,
celebrating the International PWD day on 3rd December 2021.
Authentic testimonies from PWD who agreed to share theirpersonal experience at work, webinars and gamification
helped our employees to put themselves in the shoes of
PWD, and our Managers to feel more equipped to deal withPWD in their teams. To accelerate the development and thevisibility of our CapAbiliteam taskforce, we partnered with
Purplespace, a non-profit organization helping Employee
Resource Groups or Employee Networks promoting PWD.
The policies for the inclusion of people with disabilities andtheir results vary depending on the countries where the Group
operates. The “Focus on” Sections below provide a snapshot ofsome initiatives, policies and actions taken in different countries.

Reinforce racial equality
It is critical that we take an uncompromising stand in support of racialequality and ending discrimination in all its forms, in compliancewith countries’ regulations.
With this conviction, Capgemini is proud to be a founding memberof the World Economic Forum’s Partnering for Racial Justice inBusiness initiative. By joining this coalition, we commit to leverage
our power as a global leader to address racial bias and eradicate
racism at Capgemini and in our communities. We also actively
contributed to the Business For Inclusive Growth (B4IG) global
task force on ethnic diversity, which has collectively designed an
operational guidance through a set of recommended actions toadvance ethnic and racial diversity within the workplace.
Such forums grant the Group access to share, exchange and co-create
appropriate toolkits to make quick progress on the race/ethnicity
dimension, bringing tangible solutions to overcome structural andcultural obstacles that would limit fair representation and equal
opportunities of people with different cultural backgrounds, skincolours, ethnic or origins.

Amplify the voices of our LGBT+ communities and allies
Capgemini is committed to stand in solidarity with the LGBT+
community.
The LGBT+ (Lesbian, Gay, Bisexual, Transgender, plus Queers andAllies …) inclusion efforts at Capgemini are primarily governedand strategically developed by the OUTfront Global Network.
Its mission is to provide a forum for open conversations and run
awareness actions supporting the professional growth of LGBT+
people by fostering a safe environment globally for them to betrue to themselves in the workplace.

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Currently, OUTfront is operating in 26 countries (United States,
Canada, Mexico, Brazil, Guatemala, Colombia, Argentina, United
Kingdom, Ireland, France, Luxembourg, Spain, Portugal, Poland,
Italy, Germany, Switzerland, Austria, Netherlands, Sweden,
Denmark, Norway, Finland, Australia, New Zealand, India) acrossthe Capgemini landscape. OUTfront is primarily a volunteer group,with passionate people working alongside hR and CSR partners.
OUTfront’s strategic plan is organized around five main axes:— celebrate our LGBT+ communities around days of importance;— increase awareness and education among Capgemini
employees;— develop allies and advocacy;— open conversations with our clients and partners;— raise the bar on our LGBT+ supporting policies and benchmark
ourselves;— strengthen our OUTfront Network across the Group.
On International Day Against Homophobia, Lesbophobia, Biphobia
and Transphobia in May 2021, our CEO Aiman Ezzat, as a signatoryof the Charter of L’Autre Cercle, reaffirmed our pledge to work forthe inclusion of LGBT+ people in the world of work.

As a start, in 2021, almost all Managers in our Financial Services
business and in India undertook the training. They developed amore comprehensive inclusive leadership program called ENLIGhT,
which is a four-step journey helping Managers to shift to a more
inclusive mindset and behaviour. Through webinars and workshops,
Managers become more familiar with the TEO (Teaming/Equity/
Openness) model for inclusive culture, practice empathy (difference
between empathy and sympathy) and active listening and identify
the most common non-inclusive behaviours (micro aggressions).
Based on the positive feedback of the pilot sessions, ENLIGHT will
be extended in 2022.
At Group level, Unconscious Bias has been embedded in the
Leadership and Managerial flagships programs.

4.3.3.2

Main achievements 2021

[GRI 405-1]; [GRI 405-2]; [GRI 406-1][SASB TC-SI-330a.3]
The data refers to 99.7% of the consolidated headcount as of
31 December 2021.

Set strong foundations for an inclusive culture

Become a company of choice for women in IT

Cultivating diversity and building an inclusive workplace does
not mean simply adding new minority groups to our vision andaddressing communities separately. That could create risks ofsilos and fragmentation of our workforce. Firstly, we recognizethat underrepresented groups share the same types of difficulties
in an intersectional perspective; and some of the stigmas can be
cumulative, if you are for instance a woman of colour, or a man ina wheelchair coming from a modest background. Developing an
inclusive culture brings benefit to all of us. Secondly, as a company,
we must keep in mind that we are more than a group of individuals
or communities: sharing the same core values since the creation ofCapgemini in 1967 and pursuing the same purpose, we have morein common than our differences. We are Capgemini.

Breakdown of the headcount by gender: 2018-2021
progression

Together, we are setting strong foundations of our corporate
inclusive culture.
Since 2018, Capgemini has been rolling out Unconscious Bias
training and inclusive leadership workshops across the Group.
These are open to all employees in the USA and to all leaders in
UK. Because it is important to lead by example, Unconscious Bias
training has been made mandatory for our Vice-Presidents (VP)
population in 2021.
There is a big variety of bias – affinity, confirmation, attribution,
conformity – that could influence managerial decisions at key
moments of the employee life cycle: hiring, promotion, assessment,
selection for a training program, or compensation. Our Unconscious
Bias pathway is comprised of three components:— at the outset, VPs must complete harvard’s Implicit
Association Test (IAT) on gender, sexual orientation, or race;— they are then invited to a 2H30 inclusive workshop, based onrole play, where they can exchange on real life situations with
their peers;— after the workshop they receive a managerial toolkit thatthey can refer to on a daily basis.
At the end of 2021, all new VPs and more than 88% of the overall
VP population attended the training.
We see addressing Unconscious Bias as the first step of a further
inclusive journey. The course will be progressively made accessible
to all Capgemini employees.

CAPGEMINIThe below data refers to total headcounts as of 31 December 2021,
including Altran.

80

6
66.3%
67.0%
68.1% 65.1%
64.2%

70
60
35.8%
33.7%
34.9%
33.0%
40
31.9%

December 2018 (C)December 2019 (C)December 2020 (C)December 2020 (C+A)
December 2021 (C+A)

50

30
20
10

Women

Men

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

Evolution of representation of women in theworkforce
Until last year, we had a great gender diversity track record, with asharp increase in the representation of women in our workforce in2020 (+1.9% on a Capgemini legacy basis), representing the second
fastest improving record amongst our peers over a four-year period
evolution, and highlighting the success of the diversity policies wehave implemented.
Following the acquisition of Altran, we had to reconsider our starting
point at the end of 2020 because the percentage of women in theworkforce was then 34.9% for Capgemini legacy but 33.7% basedon the scope of Capgemini group (Capgemini and Altran). This gap
reflected a new business mix, with an increased weight of IT andengineering, which is typically less favourable to the representationof women. Our ambition for 2021 was to fully absorb this structural
decrease and be above 35%.

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Promoting gender parity
in the Group

KPI

2019

2020

2021

2022
target2025
targetShare of women in theworkforce

33%

34.9% (C) √33.7% (C+A) √35.8%√ (C+A)

36.8% (C+A)

40.0% (C+A)

Scope: (C) stands for Capgemini legacy, (A) stands for Altran legacy and (C+A) for Capgemini group.
√
Data identified in these tables by a √ has been reviewed by Mazars with a reasonable level of assurance.

In 2021, we exceeded our official target of gaining more than 1.3 points,
reaching 35.8% of women in the workforce on 31/12/2021. This
improvement in representation has been confirmed at all grades
globally. This trend is, however, not evenly distributed at Grouplevel and depends on the type of activity or the geographical area.
Among our fifteen core countries, parity between men and women
exists in three countries: Poland, Russia and China. Australia,
through organic growth and acquisitions, has registered the biggest
improvement, exceeding their target by 6%. However, Benelux,
even though slightly improved, remains in the low 20s.

There is a higher percentage of women versus men in four areas:
Business Services (51.9%) and Shared Services (60.3%), while
Consulting and Financial Services stand above the Group average.
We pay particular attention to attracting and growing more womenin the core functions of our business in IT and digital roles. We
count 34.9% of women among our revenue producing workforce
versus 55.6% in support function roles.

KPI

Attracting and growing
more women in IT

2021

Women in revenue producing roles

34.9% (C+A)

Women in STEM related positions

32.83% (C+A)

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

4.

These achievements are all the more remarkable in the face ofstiff competition on the talent market. With regards to employee
retention, the percentage of women taking voluntary departures,out of the percentage of total voluntary departures, remained
lower than that of men by 1.5% at Group level. In India, the gap
in voluntary attrition between men and women was 3% and up
to 5.5% in the US. However, we have been hit by a great global
post-COVID resignation wave, especially in the US and UK wherefemale attrition is significantly higher than the Group average.
On the recruitment side, the total proportion of women has dropped
from 42% to 38.2%. In Europe in particular, France, Spain and Italy
have struggled to maintain a balanced recruitment mix in thetremendous recruitment effort needed for growth in business. It isclear that in hiring more than 100,000 new employees, surpassing
the headcount number of 320,000 in total, the Group has faced achallenge in meeting its objective to increase the proportion of
women in this massive population of new joiners.

Growing a sustainable talent pipeline
Our activity shifted this year to focus more on improving therepresentation of women in our workforce between entry andmanagerial levels and mending the “broken rung”. This initiativeis critical to creating a strong foundation for gender balance atCapgemini and for a sustainable and reliable pipeline in senior
managerial and leadership roles.

KPI

Building a sustainabletalent pipeline from within
[NEW]

2021

Share of women in entry level positions

45.85% (C)Share of women in junior management positions

25.96% (C)Scope: (C) stands for Capgemini legacy, (A) stands for Altran legacy and (C+A) for Capgemini group.

The overall NOVA framework described in the previous Section was
instrumental in reducing the erosion in our talent pipeline. In lessthan one year, we have improved the representation of womenin Grade C (managerial level) by 2.2 points. This represents a 2%
decrease in the erosion we saw from entry (Grade A) to Manager
level (Grade C) in 2020. The rule amended by Group HR to ensure
an equal promotion rate at all grades and across the Group has
had a decisive impact. This rule stipulated that the share of womenin the promotions had to be at least equal to the representationof women in the previous grade. Women’s promotion rates haverisen in proportion compared to 2020, with the promotion of
38.2% of women vs. 61.8% of men. however, we still have room for
improvement in 2022, as promotion rates equity remains a challenge
at Grade B-C level in most countries, with UK, Netherlands, France
and Morocco being the exception.
This Equal Promotion Rates policy is a turning point for gender
diversity at Capgemini and lays the foundations for similar initiatives
addressing other D&I dimensions.

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More women at higher grades
With regards to career development, we are committed to promoting
women in managerial positions. The proportion of women promoted
internally to the highest grade of Vice-President (VP) reached 31.4%
during the 2021 promotion campaign. In parallel, the proportionof women recruited at VP grade was 27.5%, representing 102 newfemale VP recruits. The combination of internal promotions andhires (what we call the VP inflow) reached 29.4%, slightly below
our target of 30%. Thus, the proportion of women at VP level has
increased by 1.3 points, although it remains lower than the total
share of women in our headcount.
Several measures support these efforts and contribute to promoting
the presence of women in the VP talent pool: local Executive
training courses, mentoring conducted by senior Executives, andincreased visibility and exposure for women identified as highflyers.
The Group-wide strategic talent reviews give a good overview ofour gender balance. They are carried out in all operational units
and help us identify high potential candidates at all grades andmanagement levels combined. Our CEO takes a close interest in the
progress made on this front, following-up with the dedicated teamin charge and engaging on this topic in various business meetings.

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As the pipeline of women in tech is very challenging, especiallyin senior positions, we will extend the NOVA concept to ourLeadership/VP population, aligning on the Top 10 best practices
to attract, embed and retain.
In 2021, we extended the objective of having more women in the
inflow movement to grade E level (meaning more women promoted
and hired as Directors). This KPI has reached 22.5% at the end of
December. Our ambition in the coming years is to achieve the same
threshold of 30% for grade E level that is set for VPs.

For more details regarding diversity policies for management
bodies, please refer to Section 2.1.5 of the Universal Registration
Document.
Evolution of the proportion of women in management
positions (scope (C+A) for VPs and (C) for grades E)

19.5%

20%

18.6%
17.5%

More generally, the number of women at the highest grades
increased again in 2021. In particular, the Mediterranean countries
have the highest proportion of women at these grades: 23.1% inaverage for Spain, Italy, France, and Morocco.

16%

15.6%

14.9%

12%

Regarding the highest positions, in our ESG policy we have taken avery ambitious stance to bring more women to Executive leadershiproles, targeting a minimum of 30% of women among our Group
Position Holders by 2025, which represents at least a progressionof 2% per year.

8%

4%

2016

KPI
Scope

Promoting gender parity inmanagement teams

16.3%

Share of women in Executive leadership
positions

2017

2018

2019

2020

2021

2019

2020

2021

2022
target2025
target

C

C

C+A

C+A

C+A

16.8%

20.4%

22.4%

24%

30%

Share of women in the Executive
Committee

27.6%

Share of women among new
Vice-Presidents (internal promotions andexternal hiring)

29%

30%

29.4%

30%
30%

at or
above
30%

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

KPI

Promoting gender parity inmanagement teams [NEW]2021

Share of women in management positions inrevenue generating functions

17.44% (C+A)

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

External awards and recognition— India: recognised in the Best Workplaces for Women 2021
and as one of the 100 Best Companies for Women in India. Won
the second place for Gender Inclusive Workplace (2021 UN
Women India WEPs Awards) and 7 awards at AccelHERate
and DivHERsity Awards 2021, as well as Best CSR Project of
the Year award at the Indo-French Chamber of Commerce &Industry CSR Conclave & Awards 2021.
— UK: listed in the Times TOP 50 Employers for Women.
— USA: recognized among the Best Companies for Dads.

CAPGEMINI— Capgemini Morocco (ex-Altran): received the Certificate
of Excellence for’Women-Men Professional Equality’ from
Morocco’s Ministry of Labor.
— Germany: recognized as a Best Employer for Women andreceived the Engagement Award for companies by thecapital city of Berlin for our CSR activities.
— Mexico: won the HRC Equality Index Award.
— Poland: won a “Fair to Women 2021” title (one of fivecompanies) for the second year in a row.
— Spain: named Top Diversity Company by Intrama.

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OUR ESG COMMITMENT AS A RESPONSIBLE LEADER
Social: Aligned entrepreneurs with protection & respect for all

We are committed to equity for all

Focus on India
Our Inclusion of Persons with Disability (PWD) program aims to
overcome barriers to access employment, self-development, andcareer growth opportunities for PWD. It takes a four-pronged
approach that addresses issues around: Accessibility, Career,
Engagement and Awareness, as follows:

1. Disability and inclusion in the workplace
Geographical breakdown of employees withdisabilities in 2021
Region/Scope

Americas
APAC
North and Central Europe
Central and Southern Europe
TOTAL

C+A

421
512
1,068
1,307
3,308

— Accessibility: Removing barriers by providing accessible
infrastructure, IT systems, and reasonable accommodation
to people with disabilities:–

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

In one year, we have registered a progression of 26% (3,308 in
2021 versus a total of 2,626 in 2020, C+A scope) in the number ofour employees officially recognized with a disability impairment
or neurodivergence, reflecting our efforts on recruiting more ofthese talents. Further, local campaigns, for instance in the UK orFrance, encourage existing employees to self-declare and enteran administrative recognition process, so that they can be bettersupported or even equipped to feel fully included in the workplace.

––

Several countries have strong programs promoting the inclusionof PWD in the workplace:4.

Focus on France
We have been actively implementing a policy of inclusion for people
with disabilities since 2006. In 2019, we signed a fifth Disability
Agreement, running until 2023, with state-approved social partners,
in which we agreed to pursue this policy. This program is driven by
the “Mission Handicap” and covers five areas:————

recruitment and integration of people with disabilities;
continued employment for people with disabilities;
training with an objective of improving skills and employability;
awareness raising and communication to fight against
prejudice and improve understanding;— subcontracting workers from the sheltered sector, which
includes Entreprises Adaptées (EA) and Établissements et
Services d’Aide par le Travail (ESAT).

During the annual French Semaine Européenne pour l’Emploi desPersonnes Handicappées (SEEPH) event (European Week for the
inclusion of disabled people) in November, we organized several
events aimed at erasing the stereotypes surrounding disability.
We also take part in the “Handy Tech” trophy awards ceremony.
This aims to coordinate and encourage all those who innovate or
support technological (including AI) innovation geared to helping
people with disabilities, or who are losing their autonomy.
Our commitment to this policy is reflected in an employment rate
higher than that in the rest of our sector of activity: 3.29% in 2020
compared to an average of 2.5%, according to Syntec (Capgemini
legacy scope). We have employed 107 PWD in 2021 (30 for Altran
and 77 for Capgemini) against a target of 102 PWD. Our aim is tohire an additional 104 people with disabilities in 2022 (63 Capgeminiand 41 Altran). We acknowledge that increasing the employment
rate may require additional equipment or adaptations of processes,
in compliance with the “Handi‑Accueillante” standard (NF X50-783).

180–

reasonable adjustments: we make every effort to adapt
to a person’s impairment by structuring the role or thework environment in a manner that will enable someone
with a disability to perform the essential functions of thejob. For example, we provide sign language interpretation
support to a candidate with hearing impairment during
the interview process, providing training material in anaccessible format.
self-identification form: Capgemini in India launched aDisability Self Identification Form to allow people withdisabilities to voluntarily disclose their disability andbenefit from reasonable adjustment benefits.
infrastructure accessibility audits and modifications:
we work with vendor partners (Diversity and Equal
Opportunity Center and Social Equity) to conduct periodic
infrastructure audits of our premises and have mademodifications to ensure accessibility: reserved parking
slots, hand railing along all ramps, any obstruction on
the floor painted with bright colours for People with Low
Vision; washrooms fitted with angled mirrors, accessible
handwash, push tap, slide handles…
capSarathi: Capgemini’s cloud infrastructure services(CIS) and CSR team, in collaboration with Sarthak
Educational Trust, launched the CapSarathi mobile appthat aims to offer a one-stop solution platform for thedifferently abled.

— Career: Ensuring inclusion through our non-discriminatory
recruitment process, training, and hR policies:
–

–
–

–

–

recruitment: we ensure non-discriminatory recruitment
practices so that people with disabilities have equal
opportunity to participate.
a job analysis is conducted for each position to ascertain
the challenges a person with disability may face.
growth and development: we have created a career
trajectory for people with disabilities and ensure internal
engagement.
our PWD mentoring network was launched for
employees who have worked with Capgemini for morethan four years. In this program, the PWD employees
are assigned mentors who are senior leaders and able toprovide proper guidance and career counselling.
hR Policy: If an employee acquires a disability during her/
his employment tenure she/he can return to work at
the same grade as before. If the employee is unable toperform their current job, the organization will invest in
re-skilling them for another position at the same grade.

2021 UNIVERSAL REGISTRATION DOCUMENTOUR ESG COMMITMENT AS A RESPONSIBLE LEADER
Social: Aligned entrepreneurs with protection & respect for all— Engagement: Engaging employees through sensitization andcultural awareness and communicating on the importance ofinclusion:––

disability awareness training is part of new-hireon-boarding and is mandatory for all employees.
we publish quarterly newsletters to increase awarenesson the PWD inclusion agenda.

— Awareness: Promoting inclusion in society through industry
and contact with our customers:–––

observing days of importance, such as World Autism
Awareness Day, International Day of Sign Languages,
Global Accessibility Awareness Day, International Day for
Persons with Disabilities, etc.
participating in external communities and industry
forums, such as ASSOCHAM (The Associated Chambersof Commerce and Industry of India, NCPEDP (National
Center for Promotion of Employment for Disabled
People), CII-IBDN (The Confederation of Indian Industry– India
I
Business Disability Network).
supporting our community development partners,
including V-shesh Services, Youth4Jobs Foundation, We
Are Your Voices Foundation, etc.

Focus on the United Kingdom
In 2021, Capgemini UK was re-accredited as a Disability Confident
Employer by the UK Government at L2 level, and is now actively
progressing to L3 Leader level, amplifying our commitment tosupporting team members with disabilities. We have strengthened
our campaign to encourage disclosure of protected characteristics
on a voluntary basis and, following this campaign, 914 employees
confirmed disability or long-term health conditions.
Our main actions follow two main directions:— Mental Health:–––

we increased our Mental health Champion support –with 180 Champions now mobilized,
we worked with UK leading Mental Health Charity Mindand other external providers to provide a series ofawareness sessions – collective attendance in excess of
1,200,
we supported national campaigns Mental health
Awareness Week and World Mental Health Day.

— Disability:––––

our year-long campaign’Now You See Us’ has been
sharing disabled colleagues’ stories,
awareness sessions have been rolled out towards HR,
recruitment, VP and wider Capgemini UK employees,
we held an Inclusion Live event on disability,
we worked closely with UK charity Ambitious About
Autism on our first paid intern scheme for autistic young
adults (4-month placement).

Focus on Spain
Capgemini Spain is committed to recruit, integrate, and maintainin employment people with disabilities, in collaboration withexternal partners: “CEOs por la Diversidad” with Adecco company,“Empresas por la Equidad, Diversidad e Inclusión” (ED&I) withRandstad Foundation, and the “PorTalento” and “Crue Scholarships”
programs with the ONCE Foundation.

CAPGEMINIThe 2021 roadmap was articulated around three main pillars:
1) Communication and Awareness: combating stereotypes
and potential discrimination.
2) Training: capability programs to train and hire PWD trainedin technology (Java, Cybersecurity).
3) PWD support program: workplace adaptation, attention to
specific needs, monitoring the new PWD joiners to ensure
the success of their integration.
Focus on Poland
Capgemini Poland cooperates with external partners on the inclusionof people with disabilities. We support Stowarzyszenie Ognisko– daily care centers for people with significant level of disabilities– supporting inclusion of their pupils by buying some handmade
crafts made by them. We are inviting foundations to collaborate
with us, for example Leze I pracuje Foundation, employing mainly
people with paralysis. They run training for our recruitment teams
on disability awareness: the ambition for 2021 was to cover 75%
of our teams on legal regulations and interviews.
WinWithCapgemini, our internal program launched in 2017, to
support the employment of people with disabilities, from therecruitment stage onward, has been enriched in 2021 with a monthly
bonus for teams employing employee with disabilities. We continue
to optimize integration, through technological adaptations andassistance from the first day at work. We also guarantee the equal
treatment of employees with disabilities.
Focus on Italy
Capgemini Italy signed the European Charter for equal opportunities,
which also covers people with disabilities. A dedicated Employee
Resource Group called DisabiliTEAM works on three main streams:
accessibility, processes & policies, and training & awareness toensure better inclusion of PWD.

2. Reinforce racial equality
Due to the limits imposed by European legislation, three main
countries are particularly committed to supporting the representationof under-represented minorities in the workforce.
Focus on the United Kingdom.
The Black Lives Matter movement sparked a crucial conversationin the UK in 2020 about modern racism and what this looks like inthe workplace. The UK Country Board, Active Inclusion team andRace & Equality Network jointly built a transparent program toembed an anti-racism culture, ensure accountability and action.
The Group is a signatory of the UK Business in The Community
organization’s’Race at Work Charter’, highlighting our commitment
to take practical steps to ensure we are tackling barriers that
ethnic minority people face in recruitment and progression. The
actions include:— supporting our Race & Equality employee network, with
Executive sponsorship, and active support of our UK CEO;— anti-Racism training – provision of’Creating A Culture of AntiRacism’ for Global Grades D-F;
— anti-Racism reverse mentoring programme (leadershipteam);— creation of an Anti-Racism Pathway in our global LMS
system,’Next’, with content curated by our Race & Equality
Network;

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OUR ESG COMMITMENT AS A RESPONSIBLE LEADER
Social: Aligned entrepreneurs with protection & respect for all— improved ethnicity data through our’Include Yourself’
initiative, where employees are invited to share details of
their ethnicity, and/or other characteristics e.g., sexual
orientation, disability;— striving for zero tolerance of harassment and bullying –visibly championed by our UK Country Board, encouraging us
all to be upstanders not bystanders, and supported by our
Inclusion & Respect ambassadors;— supporting ethnic minority career progression in wider
society: from our partnership with Code your Future (100%Black, Asian and Minority Ethnic students, 60% refugees) toa pre-employment program designed for under-represented
groups.
Focus on the US
Acknowledging historical and structural discrimination that has
disadvantaged the Black community and other marginalized andminority ethnic groups in American society, Capgemini takes anuncompromising stand in support of racial equality by creating
more opportunities and advancement for under-represented
communities in our workforce.

4.

This agenda is driven by our Inclusion Leadership Advisory
Council (ILAC), whose role is to advise and partner with the North
America Executive Council and the Corporate Social Responsibility
organization, to enhance the black and other underrepresented
minority employee experiences at Capgemini across three key focus
areas: cultivating an inclusive environment, diversity recruitment& stewardship, and career growth & development. The ILAC has
the ambition to double our black talent headcounts by 2023. In
2021, their representation increased by 2%.
The following activities were undertaken:— we took part in recruiting events at select historically blackcolleges and universities;— in 2020, we partnered with the Information Technology
Management Forum (ITSMF), the premier partner forBlack Executives in IT, to build a first-ever Black Leadership
Development Program (BLDP) for a cohort of Black future
Executives. This three-day learning journey focused on
giving participants access to senior Black Executives atCapgemini, as well as emotional intelligence (EQ) training,
personal brand development, and guidance for building apersonal Board of Directors to sponsor, coach and mentor
participants over the course of their careers. We increased
the participants in 2021 to 60 Black future leaders;— we created our first-ever Hispanic leadership development
program, Desarrollo de Liderazgo, for a pilot group of about
twenty Hispanic middle Managers. Capgemini becamea Bronze-level sponsor of HITEC (Hispanic IT Executive
Council) and co-designed a multi-week virtual learningjourney focused on giving participants a better sense of what
personal and professional qualities they have and how to usethem with increased confidence;— we celebrated Martin Luther King Day of Service bypartnering with charities such as Junior Achievement,
TechGirlz and Per Scholas to provide Digital Literacy training
to over 570 students. We also donated 3000 STEM books toBlack students across the country;

182— we invested over $1,000,000 in our Digital Academies
in the US, which provide professional digital skills tounderrepresented minorities;— we published four podcasts highlighting underrepresented
minorities at Capgemini discussing important diversity
topics.
Our Employee Resource Groups are very instrumental in fostering
diversity and inclusion across North America and in offeringdevelopment, retention, networking, and engagement opportunities
to their members. Among the eleven ERGs existing in Capgemini
North America, three of them have a strong focus on ethnicity:— AABPT ERG, the Black and African American ERG, is activein the Black Leadership Development and sponsored a
Juneteenth “Real Talk” session;— HOLA ERG has a strong focus on recruitment, retention, andprofessional development of hispanic/Latino employees.
They have notably organized a celebration of Cinco de Mayoand cultural traditions;— CREATE (established in March 2013), the Asian American
ERG joined with several other ERGs to lead a #StopAsianhate
campaign with several awareness webinars. They have boundwith the ERG of one of our key clients, a large media andentertainment company, to co-celebrate the annual Diwali
festival.
Focus on Australia
Capgemini Australia is deeply committed to the local and public
Reconciliation Act and the traditional owners of the land. It thus
aims to increase the Aboriginal and Torres Strait Islander employee
headcounts by 2025.
Capgemini organizes cultural competency training for all its
Indigenous ERG members, as well as representatives of HR andthe broader leadership to better promote an inclusive mindset
throughout the Company.
Further, throughout significant weeks of the year, Indigenous ERGs
run awareness sessions or fireside yarns in order to hear stories
from indigenous communities themselves, understand the history
and culture, and discuss what can be done to make a difference tomove together towards reconciliation.
Focus on multiculturalism in other countries
In countries where ethnic statistics are prohibited, we develop
actions promoting multiculturalism and exchanges between cultures.
— Italy has thus created a “multicultural pathways” team topromote good working practices with colleagues from othercountries;— Netherlands organizes discovery events around key
celebration dates in the different cultures, such as Ramadan
or Diwali, and has published a Healthy and Multicultural
Cookbook, with recipes proposed by employees withdifferent cultural roots;— Poland: To encourage better interactions between Polishemployees and their foreign colleagues, Poland has
facilitated a webinar on intercultural communication – whento speak directly and how to read between the lines. In theirseries of internal videos promoting diversity of profiles andbackgrounds, one has been dedicated to IT professionals
from around the world.

2021 UNIVERSAL REGISTRATION DOCUMENTOUR ESG COMMITMENT AS A RESPONSIBLE LEADER
Social: Aligned entrepreneurs with protection & respect for all

3. Amplify the voices of our LGBT+ members and allies— Celebrate our LGBT+ communities: OUTfront Global
coordinated the celebration of key days of significance to theLGBT+ community across all OUTfront regions. Dates chosenwere Trans Day of Visibility, IDAHOBIT, Pride and Coming
Out Day. With Covid-19 pandemic restrictions, most eventswere conducted virtually. Led by the Global OUTfront, CSR
and Marketing teams, the 2021 Pride campaign was the mostsuccessful for Capgemini with 122,5K views of our video onsocial media.
— Increase awareness and education: On a practical level,
OUTfront offers an advisory role for colleagues in Capgemini.
They also educate the wider Capgemini community about
what it means to be LGBT+ and the challenges of being LGBT+in the workplace. They have developed a complete Learning
Pathway on our global learning platform, with more than
thirty-seven items available to enable our people to:–––be an LGBTQ advocate;manage staff with LGBT+ inclusion;lead as LGBT+.

— Develop allies: Allies are people who choose to work insolidarity with and advocate for LGBT+ people. Being anally is a powerful commitment to progressing diversity andinclusion in the workplace, by taking action to stand up forwhat is right. OUTfront has launched a communication
campaign on five ways to contribute as an ally, highlighting
the importance of active listening, stories sharing, speaking
up, fighting against inequalities and education. For Coming
Out Day, an international panel of Executive Sponsors came
together to share their experience of the Superhero Powersof Allyship.
— Open conversations with our clients and partners: At
the occasion of International Day Against Homophobia,
Transphobia and Biphobia 2021, we launched a pilot programin France to partner with some of our key accounts on LGBT+
inclusion. A selected group of Capgemini Account Executives
were briefed on the positioning of their respective clientand encouraged to reach out proactively to propose a first
discussion. This led to several engagements supported by the
French OUTfront network together with the local Diversity,
Equity & Inclusion team.
— Raise the bar on our LGBT+ friendly policies: OUTfront
Global has worked hard in 2021 to enhance our ability toassess our progress on LGBT+ inclusion both internallyand externally. Internally, OUTfront Global launched the
ERG Development Framework – which allowed regions to
self-assess against twelve categories ranging from Policy to
Executive Leadership. This provided a common framework
for regions without external benchmarking to measurethemselves, and to support the sharing of best practice andassets within Capgemini. In addition to this, OUTfront Global
explored available options for external global benchmarking
and decided to participate in the Stonewall Global Workplace
Equality Index 2022.
— Strengthen our OUTfront Network: OUTfront Global
supported the growth of the ERG to an additional ten regionsin 2021 – significantly increasing OUTfront’s active presencein Latin America and Europe. The Global team connectedwith hR, CSR and senior sponsors in each region to assist
in the launch of a local Chapter – supporting business case

CAPGEMINI

development and operational setup activities. To support the
on-going governance of the growing OUTfront community,
the global team continued to host six-weekly “All-Hands”
calls to connect with the regions, address common concernsand share good news stories. Alongside this, OUTfront
Global continues to conduct regular one-on-one meetings
with each regional team to discuss their strategy, goals
and help address any issues or concerns. Through thesecalls, OUTfront Global has encouraged and enabled directconnection and collaboration between regions to share bestpractice, develop policy, host joint events and re-use assets– reducing the dependency on the Global team to directly
support every region.
OUTfront Global is focused on ensuring a sustainable future for
LGBT+ inclusion and ERGs at Capgemini. Succession plans have beendeveloped for the OUTfront Global teams, who have in turn worked
with the regions to support the creation of local plans. Following
the success of the 2020 event, OUTfront Global again worked withan international team to deliver an OUTfront Accelerated Solution
Environment (ASE) virtual summit. This event was condensed into
six hours, where 40+ leaders and sponsors from eighteen regions
virtually met to share their plans and vision for OUTfront in 2022.
For the first year, OUTfront organized internal leadership awards,
recognizing the outstanding contribution of LGBT+ representatives
or allies in five categories: Network Leader of the Year, OUTfront
Ally Award, OUTfront Role Model, OUTfront Partnership Contribution
Award, and Executive Leadership Award.

4.

External awards & recognition
1) Disability and inclusion in the workplace–

France: We have received official recognition in the
shape of the “Coup de Coeur” Prize, which recognizes
our Graduation program “hEduCap”, devoted to therecruitment of PWD. This trophy was awarded to the
Most Inclusive Company in 2021 at the “Inclusiv’Day”
Fair, organized by the business journal’Les Echos’, andrepresents tangible recognition of our successful
Inclusive Policy for Disability.

2) Reinforce racial equality–

USA: recognized as Best Company for Multicultural
Women.

3) Amplify the voices of our LGBT+ members and allies
–
–

–

–

in North America: 100% Score Best Places to Work for
LGBT+ Equality 2021 by Human Rights Campaign.
in Mexico: 100% score in the Equidad MX LGBT+
Workplace Equality Program 2021 by Human Rights
Campaign.
in Australia: Named “Employer of the Year” and retainedGold Employer status for the 2nd year in the Australian
LGBT+ Inclusion Awards by Pride In Diversity Australia.
The D&I lead for Capgemini Australia has been personallyrecognized as an Out Role Model.
in France: After the recognition in 2020 of the VP leading
CSR in France, l’Autre Cercle this year distinguished as
Leading Ally in the LGBT + Leader’s category anotherrepresentative of Capgemini co-founder of the OUTfront
France network. This event is placed under the highpatronage of the President of the Republic.

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Set strong foundations for an inclusive culture
Inclusion survey
In 2021, we launched our first Group-wide Diversity & Inclusion survey
across 47 countries. The objectives were to better understand thediversity of our people and hear from their D&I experience. The
survey comprised eleven common questions on D&I experienceand questions on personal attributes (gender, sexual orientation,
ethnicity, disability status…). The attributes were not addressed in
all countries, to respect local legislation and the sensitivity of local
cultures. Compliance with legal obligations and confidentiality were
enforced by Group and local Data Protection Officers.
The survey gathered responses from over 100,000 participants,
representing 38% of our workforce in May 2021. Beyond the variancethat one would expect by country, the results showed that thestate of Diversity & Inclusion at Capgemini was overall quite strong
with ratings at or above 8/10 on diversity, non-discrimination, andinclusion experience.
The main positive comments concerned recognition of:— the significant efforts made by Capgemini to boost Diversity
and Inclusion in the workplace;— our safe environment for employees, free of harassment or
discrimination;— our commitment to give the same opportunity for everyone;— a strong sense of belonging among Capgemini employees.
The main opportunities of improvement were around:4.

— more diversity in top leadership;— more dimensions to embrace in our approach of diversity,
taking age and care giver status into more consideration;— more balanced communication to promote positive action
and not positive discrimination, as skills and performance
should remain the most important criteria.
The 74,000 comments were consolidated and deeply analysed tofeed local action plans and D&I priorities for 2022. Our Employees
Resource Groups or networks.

Employee Resource Groups (ERGs) or Global networks
At Capgemini are voluntary, employee-led centers of excellence fordevelopment, retention, engagement, recruiting, and knowledge
sharing. They connect employees having a common identity, tomeet and support one another, find safe space to express individual
concerns and benefit from mentoring or networking opportunities.
Collectively, they bring different perspectives with a focus on
fostering Diversity and Inclusion. They help us cultivate a work
culture of respect and value for differences, enabling people tocollaboratively deliver innovative solutions, and strengthen oursense of belonging. The Networks available in the Group embracea large population: Women@capgemini, OUTfront for LGBT+,CapAbility (Disability & Neurodiversity) networks, Multiculturalism(Race and equality) networks, Parenting (Adoption & fostering,people in family leave), Veterans, Refugees. The most recent areconcerned with wellbeing.
In the US alone, we host 11 ERGs, with 20% of the employees
affiliated, showing a positive impact on engagement and retention(+5% than the average North American employee).

184

In 2021, we started our transformation journey to further empower
our Employee Networks. We have run quarterly reviews and across-ERG workshop to promote intersectional exchanges andto co-build a global framework for governance, mobilization andcommunication.

Inclusive supply chain
Lastly, Capgemini is committed to the inclusivity and support ofdiverse suppliers. Our Group commitment is to be a leader according
to local circumstances in order to make this possible through global
processes. We recognize that the utilization of diverse suppliers
has a positive and direct impact locally on the communities andclients we serve, our own success, and the industry as a whole.
As a Group, we have implemented a supplier diversity policy
through our Supplier Standard of Conduct and our Core Principles
of Sustainable Procurement to promote the use of diverse andrespectful suppliers.
Moreover, in our ESG Policy published this year, we have engaged
ourselves that, by 2030, suppliers covering 80% of the purchaseamount of the previous year, will have committed to our ESG
standards.
In addition, internal reports on supplier diversity are publishedevery quarter.
This program is particularly developed in the US for example witha set of proactive business measures that encourage the use ofminority-owned, women owned, veteran owned, LGBT-owned,
service-disabled veteran owned, historically underutilized business,and Small Business Administration (SBA)-defined business as
suppliers. In the United States, Capgemini is a corporate memberof the Women’s Business Enterprise National Council (WBENC),
the National Minority Supplier Development Council (NMSDC),
and the National LGBT Chamber of Commerce (NGLCC). WBENC
certification validates that the business is 51% owned, controlled,
operated, and managed by a woman or women.
In Australia, Capgemini’s Government clients often set targets forindigenous participation plans within contracts. This reflects thenumber of indigenous people in the project team or the percentage
of contract spent with indigenous suppliers. These commitments
are reported back annually to the client.
In France, for example, Procurement is committed to developing
our supplier base with specialized suppliers employing people withdisabilities. We work with a partner, GESAT, which is managing a
network of dedicated companies in different sectors and different
capabilities.

Thought leadership on Diversity & Inclusion
We published in July 2021 our first external research through theCapgemini Research Institute “Inclusive teams build Inclusive
Tech”. In this research, we study the interplay between diversity ofworkforce and the inclusive design of technologies. The researchhighlights the perception gap existing between leaders andminorities, and the importance of inclusion to the cohesion andquality of products and services. The LinkedIn live event we held in
November on the back of this report garnered good interest, with
560 viewers joining from across the globe (USA and Canada, France,
UK, Sweden, Spain…). Such reports help us engage in conversation
with our clients, partners and employees, placing Diversity andInclusion as a business imperative and reinforcing our convictionof the power of technology to build better futures for all.

2021 UNIVERSAL REGISTRATION DOCUMENTOUR ESG COMMITMENT AS A RESPONSIBLE LEADER
Social: Aligned entrepreneurs with protection & respect for allExternal awards & recognition— India: certified as a Great Place to Work by Great Place toWork® Institute.
— UK: ranked
in the inclusive companies TOP 50 UK
Employers 21/22 and has also been recognized as one of theTOP 75 employers for social mobility.
1st— USA: listed in the Top 100 Most Loved Workplace.
— Guatemala: certified as a Great Place to Work for Prioritizing
Diversity and Inclusion.
— Brazil: received prestigious recognition from Blumenau’s city
hall and mayor for promoting the training in tech languagefor 330 financially underprivileged participants.

— Canada: received the Diversity best practices Inclusion Index
award.
— Germany: received the engagement award for companies
from Berlin for our CSR activities.
— Mexico: won the HRC Equality Index Award.
— Poland: received the award of Bialy Listek Polityki (White
Leaf of Polityka magazine) for our overall CSR activities inthis year’s 10th jubilee edition of the awards.
Considering all these achievements, Capgemini has raised the bar
on Diversity and Inclusion in 2021. We are committed to pursue
and accelerate our efforts in 2022 to make Capgemini a magnet for
talent and an inclusive and engaging work environment – a company
where people, irrespective or their personal origin, attribute, or
status, can thrive and contribute to make a better world for all.

4.3.4 Employee Health, safety, and wellbeing at work
[GRI 403-1]; [GRI 403-2]; [GRI 403-3]; [GRI 403-4]; [GRI 403-5]; [GRI 403-6]; [GRI 403-7]; [GRI 403-8]

4.3.4.1

Create a safe, caring, and flexible work
environment

The health, safety and well-being of Capgemini employees andsubcontractors are of the upmost importance to us and are
constantly monitored, developed, and supported by our proceduresand frameworks. Similarly, the Group’s ability to adapt quickly tochanges to ensure business continuity is a priority.

Health and Safety
Health and Safety at work
As a people centric company, the health and Safety of our employees
is always of the upmost importance to us. Our constant and continuous
work to update and communicate our policies and guidelines to ourpeople is a top priority to support education and create awarenesswithin Capgemini. health and Safety information are provided to all
employees and regular trainings are promoted and conducted toprepare employees to react in the event of an incident. Employees
who have received first aid and emergency training are thus able
to provide an adequate response in the event of an emergency.
Third party support is offered for work-life balance, disability, andrehabilitation, as well as during business travel.
The following is an overview of the scope of our standard healthand Safety policies, which provide information, guidelines, andtraining for all employees:
—
—
—
—
—
—
—
—
—
—

Health & Safety in our offices;
Health & Safety guidance during work from home;
Health & Safety on external sites;
handling of accidents and emergencies;
handling of hazardous substances (also part of ourEnvironmental Management System);
guidelines and training for safe travel;
initiatives to promote a healthy lifestyle and mental health;training, videos, and information on ergonomics;
guidelines for sickness and rehabilitation; andguidelines for employees with disabilities.

In all countries, we pay special attention to national legislationand directives, especially in times of pandemic. A regular risk
assessment is organized according to national standards andrequirements, with special attention to psychosocial, health andbuilding-related risks.
To reflect the growing importance of Health & Safety, we have
implemented ISO 45001 certified Occupational Health & Safety
Management Systems in several countries (e.g. India, Germany,
Netherlands, Italy). Due to the growing demand for both Health &Safety as well as certifications, we expect to continuously increase
the number of certified countries.

Health & Safety during the pandemic
In 2021, during the pandemic, Capgemini group (Capgeminiand Altran legacy), continued to support and deliver health risk
awareness for its employees. Safety protocols were created andimplemented to ensure a safe and healthy environment whileproviding continuous and consistent support to our employees.
In accordance with the World Health Organization (WHO), guidelines
and local medical health and Safety practices, regular hygiene
and specific disinfection protocols were followed in our sites. All
protocols were intensively communicated through e-learnings,
videos, Q&A sessions, posters, flyers, intranet publications andemails to ensure all our employees were informed, and several
measures were taken to ensure their safety:— international travelling was restricted to critical businesstravels and travel guidelines were continuously reviewed andupdated;— a comprehensive, company-wide awareness campaign was
deployed to inform and educate all Capgemini employees onsafety measures and prescribed dos and don’ts;— medical masks were provided to all sites for colleagues
working on site, travelling and/or commuting;— social distancing norms were met in all of our offices,
including staggered lunch hours and designated seatingareas;— special attention was given to the safety of meetings rooms,
with clear guidelines on meetings and events organization;

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were organized and vaccination was supported locally(where legally or operationally possible), in collaboration
with medical partners;— safety checks on all sites were regularly conducted to ensure
the duty of care for people on site during the pandemic;— and, in addition to the above measures, we enabled mostof our colleagues across the globe to work from home
effectively while deploying a mobile application enabling our
employees to raise an alert in case of emergency.

Health and Safety with our external partners
Many of our colleagues regularly work at clients’, subcontractors’
or other non-Capgemini sites. To accommodate the growing needfor flexibility at work, it was important to extend the coverage ofour health and Safety information to external premises, such as
trains, planes, homes and hotels.
At client sites, we ensured that our employees were aware ofand cooperated with the health, safety and emergency rules in
effect. During the Covid-19 crisis, employees rapidly moved to a
Work from Home (WFH) model, enabling us to actively preventthe spread of the virus and meet our Duty of Care to our people.
We worked closely with clients and supported employees withequipment, information and WFH guidelines to successfully
implement this model.

4.

Health and Safety when travelling in high-riskcountries
The Group normally operates in countries with adequate personalsafety safeguards requirements. Nevertheless, for some clients,
employees may be required to travel to geopolitically unstablecountries, or dangerous geographical areas, with potential
physical risks.
Regardless of the country, there may be serious or severe external
events (natural disasters, terrorist attacks, popular uprising, civil
wars, acts of banditry, etc.), transportation accidents, or virus-related
health crises. They all have the potential to endanger the safetyof our colleagues on a Capgemini site, at a client’s premises, or
while travelling.
To prevent risks and minimize their impact, we implemented thefollowing policies:— a specific approval procedure for travel in “medium/high” risk
countries with strict rules (the “Snapshot process”);— employees must carry a mobile phone for international calls
and report the number to the Group security unit;— tracking of reservations to know when and where employees
are travelling, using a tool that allows us to contact them
24/7, by email, SMS, or phone;— monitoring of serious events (terrorist attacks, flooding, civil
unrests, strikes…) that can affect international travellers aswell as local employees in a specific area;

186— extension of the working hours of the Corporate Safety
Team and the setup of a 24/7 service;— deployement of a mobile application for employees togeolocate themselves and send emergency messages if
needed;— geolocation was made mandatory four times a day (or more)for employees travelling to specific countries and missions;— safety training was made mandatory for all travellers;— bTA (Business Travel Assistance) policy that covers all
emergencies worldwide was provided additionally to a
24/7 call center for emergencies (International SOS).
Focus on India
Creating a safe and healthy work environment is critical to thesuccess of our business in India. The OH&S (Occupational Health &Safety) program at Capgemini India encompasses a wide networkof stakeholders: employees, suppliers, and clients. The organization
was recently certified by the Occupational Health & Safety Standard
ISO 45001:2018 in 2020, covering all its thirty operational sites. The
organization has also successfully undergone the first surveillance
audit under the new standard and has been recommended for
certification continuation.
Capgemini India’s H&S policy has been defined along with theGovernance Board, to which the India Corporate Real Estate Services(ICRES) health Safety and Environment (hSE) team reports on aquarterly basis. The policy includes:— onsite medical care – a standardized medical service for all
locations (doctor, paramedic, full-time ambulance, isolation
room, emergency management infrastructure);— 24x7 remote emergency and regular medical support,
including for employees’ family members – Capgemini’s
dedicated hotline extended across India, covering remoteareas and cities where Capgemini operates;— 24x7 EAP emotional support to employees and theirfamilies with on-demand app-based solutions for proactive
management of emotional issues;— ergonomic awareness sessions are available for all employees;— pandemic management covering guidelines, homecare
program, diagnostic support, medical admission & treatment
assistance, and an array of initiatives to support employees
and their families afflicted with Covid-19;— emergency Response Team (ERT) members are identified
for every location, and their contacts are shared withall employees – the ERT team is trained twice a year on
advanced first aid services by experts in the industry and on
floor emergency protocols;— a hazard identification and risk assessment exercise arecarried out on an ongoing basis, helping us identify new risks
and opportunities proactively, and take necessary actions forcontinual improvement. Appropriate control measures are
adopted/modified, with defined and frequent monitoring,when a specific hazard is identified.

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India’s Health & Safety policy intends to:— identify and comply with the relevant legal and otherrequirements applicable to Occupational Health and Safety;— identify hazards, assess the risks and opportunities, enabling
suitable controls to be implemented to avoid the risk or toensure it is as low as reasonably practicable;— identify appropriate Occupational health and Safety
objectives and targets for periodic performance reviews;— communicate and inform all employees, interested
parties and relevant stakeholders (customers, visitors andcontractors, support staff, vendors/suppliers) of their
obligation to take responsible care for the safety and healthof themselves and others;— provide guidance, training and awareness to employees andall relevant stakeholders to ensure a safe workplace;— develop measures and processes to focus on the preventionof workplace incidents;— develop and maintain protocols/processes on crisis
management in India in collaboration with India BCM, IndiahR and wellness partners;— engage with employees and relevant stakeholders on
issues/process improvement recommendations regarding
occupational Health & Safety through an effective feedback
system;— assign adequate resources to ensure continuous improvementin Occupational health and Safety performance;— gather regular collective diagnoses, based on alerts raised,so as to carry out targeted and effective preventive actions,thus anticipating and dealing with the causes of stress andproblems at work.
In June 2017, a Health at Work agreement was signed with social
partners and deployed collectively through dedicated Steering
Committees. Given the new corporate structure, an amendment
to this agreement was signed in December 2019. Some of these
initiatives are detailed below:— a medical consultation service available 24/7, on all the sites;— a helpline providing a listening and support mechanism for
employees suffering because of their work conditions;— right to disconnect: all employees are informed of their rightto disconnect and receive an e-learning training on how toeffectively manage digital communication tools; and— in 2018 Capgemini France carried out a global survey on thequality of work life, which led in 2019 to the deployment ofspecific cross‑disciplinary Economic and Social Unit (ESU)
and local action plans with each Health, Safety and Working
Conditions Committee (HSWCC).
In addition, Capgemini has concluded a new agreement on
teleworking with all the representative trade unions, allowing
employees to telework between 20% to 70% of their working timeon average over the year. This system is part of a preventive healthcare approach and contributes to a better work-life balance in linewith employee’s new expectations.
The cross-disciplinary ESU action plan focuses on three areas:— ensure all the OhS issues associated with our key activities are
considered during the procurement process and necessary
stakeholders are consulted in the process. Where possible,
we will favour the use of suppliers who can demonstratesound business practices towards Health and Safety;— Psychosocial Risk (PSR) training for Managers to help them
support employees with work-related stress (lack of time tocomplete work, too many complex information, recurrent
interruptions in their tasks etc.). Since 2021, the training isavailable in a remote format;— key relevant stakeholders are consulted while conceptualizing
wellness programs;— Time management between jobs, aimed at improving themanagement of inter-contract periods and reducing theimpact in terms of stress; and— communicate the policy to people working under thecontrol of the organization and ensure it is made available tointerested parties upon request;— ensure the policy is reviewed periodically and that it applies
to all offices managed by Capgemini within India.
Focus on France
Capgemini France has forged a solid partnership with staff delegatesand unions and ensures compliance with relevant standards andagreements, while working to optimize their implementationfrom every year. This has been ongoing since 2017 with 25 Health& Safety Committees, and again since 2020 with the evolution of
French law (evolution of the ordonnance n° 2017-1386 of 2017)
and the establishment of an internal Social and Economic Council
and Capgemini’s own body of local representatives. The aim is to:— support employees with work-related stress/problems andfind a solution together. Every employee can raise an alert
and be supported;

CAPGEMINI— Quality of Work Life (QWL) and stress management, aimed at
reducing the impact of stress factors by offering innovative
QWL initiatives to our employees (pilot schemes on various
QWL and health at work topics such as health, ergonomics,
stress management).
During 2020, a set of QWL actions were deployed in collaboration
with the Monitoring Committee of health at work agreement within
the UES Capgemini in France: awareness actions like well-being
guide, communication of “minute Santé”, access to the YOGIST
Platform (YOGA on workstation), training on teleworking gesturesand postures (e-learning), Neoness live workout platform, etc.
In 2021, we continued to deploy these actions. For instance:— we made the Neoness sport platform available for employees
to follow sport lessons on live or replay (this initiative is
extended to 2022);— we deployed conferences around mental health and work-lifebalance; we led awareness-raising and communication
initiatives on health and Safety at work.

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Well-being–

Well-being at Capgemini has always been a very important topic.
As Capgemini group (including Altran), moved towards new ways ofworking, and with many of the learnings of the Covid-19 management
crisis, new tools and support have been implemented for the longterm. Mental health support programs and the 24/7 global helpline
for mental well-being issues have been developed and promoted.

–

To ensure our people are equally supported, we engaged with
Capgemini employees through existing initiatives, e-learnings
and employee assistance programs and provided them with thewell-being Hub – a global application developed in-house in our
MS Teams environment to socialize, network, get guidance andsupport on mental and physical wellness.
Our 360° employee engagement survey was expanded to gain
more insights on employee wellness and the harmonized employee
equipment program we created supported employees working
from home. Additionally, our global Work From Home Playbook
provided guidance on how to best setup your environment whenworking from home and ensure you are creating healthy habits bydisconnecting from work for a positive work-life balance.
To ensure employees do not feel isolated and remain connectedwith their teams and the Company, we circulated a global playbook
on team rituals based on seven principals, along with e-learnings
on a trust-based managerial culture.
To support this new way of working, Capgemini group’s flexible
working guidelines were based on the principles set out below:

4.

— flexible working arrangements defined on a voluntary basis;— recommendations on the percentage of time worked fromhome to be between 30%-70% (6-14 days per month);— all employees are requested to spend time in their Work
Anchor Point – the employees’ natural Capgemini office.
Together, with our Group well-being team and ambassadors ineach country, we can create a long-lasting employee engagement
and understanding to navigate in the right direction and maintainand grow our well-being at Capgemini.

Focus on India
India’s overarching framework of OH&S covers all the functional
areas of employee well-being services, from transport, food andbeverage, onsite clinics, physical security, and staff, customer andvisitor safety support. In the backdrop of Covid-19 pandemic andthe co-existence of remote working, extensive support is being
extended to employees and their family members both onsite
and remote:— the Covid‑19 Care & support (explained in detail in theprevious Section on India).
— Holistic wellness:–

188

focused interventions on ergonomics involving training,
live workouts and video nuggets, and an Infrastructure
Assistance Program to provide employees with theoption of taking home their ergonomic-friendly officechair,

curated health talks, meditation sessions, fire side chats,teleconsultation, medical advisory and communications
bringing together all aspects of physical, emotional andspiritual well-being,in addition to physical well-being, there is an established
Employee Assistance Program that provides counselling on
an array of topics ranging from stress management towork-life balance.

— Mental wellness:
–
–

–

–

24x7 EAP emotional support to employees and theirfamilies,
webinars on various topics to de-stigmatize mental
health and spot psychoanalysis of employee stress levels,
and unlimited phone counselling,enhanced virtual employee engagement with expert
talks that weave in parenting, family support, elder care,
mindfulness, resilience, sleep and dedicated sensitization
sessions on emotional health for Managers,
access to an app-based solution to control symptoms ofanxiety and stress.

Transforming th
the wowo r k s p a c e
At Capgemini, we believe workspace has a major impact on employee
productivity, sense of belonging to the organization and well-being.
Our Capgemini offices represent our brand image and spirit, forour people and for our guests.
Our physical offices are focused on welcoming our people in thespirit of collaboration and highlight the importance of preplanning
activity when coming to work, to ensure employees have the mostefficient and pleasant experience. This means booking spacefor planned activities, taking the opportunity to interact withcolleagues and guests in person, and making time spent in the office
as interesting and positive as possible. To this end, our offices areequipped with digital solutions to help employees navigate in thespace, book their seats, find information on current activities andfind support services through apps like Office Pass and SmartOffice.
All these measures aim to create a seamless experience, smooth
access and work conditions. The above measures are consolidated
and presented in our Work from Office Playbook to make sure theguidance is consistent and easy to consult.
The new way of working at Capgemini has expanded to an extended,voluntary, and flexible hybrid work model, which now includes
home workspace and has further strengthened the importance ofthe virtual workspace with supporting digital tools such as Muralfor collaboration.
As we work in a hybrid work model, the home workspace has taken a
big leap forward in its development to support employees working
from home. Guidance on how employees can setup their physicalspace for ergonomics, safety, digital tools and mental well-being
has been consolidated in the Work From Home Playbook and we
also implemented an easy-to-use portal for ordering employee
equipment directly delivered at home.

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4.3.4.2

Main achievements in 2021

[GRI 403-9]; [GRI 403-10]

Capgemini group
The actions initiated in 2020 were continued in 2021. Throughextended communication, employees have been very receptive
and travel management has been much easier, as procedures
were accepted by all. We handed over to procurement and generalservices the management of protection equipment and set up
guidelines in place for inventories, reliable providers, and logistics.

During 2021, the security team continued to monitor international
travel in accordance with Group guidelines to ensure that only
essential travel take place. Providing updated information on
travel conditions helped guide travellers and ensure no one wasstranded or quarantined.
Group Security is also part of the work from home program and works
closely with hR and Operations to provide support to employees:— 24/7 psychological support: a team of specialists associatedwith a call center and a unique phone number tracks
employees who need assistance;— a mobile application is also available for employees to trigger
an alert in case they need help.

Results and Key Performance Indicators (KPI)

Health & Safety

KPI

Scope

2019

2020

2021

Compliance with the Snapshot process(% of travellers who complied with
the Snapshot process)

C

98%

88%

97%

Compliance with safety/security training(% of travellers who have followed the training)– low risk countries

C

19%

19%

20%

Number of serious events to monitor(terrorist attacks, flooding, tornadoes,
civil unrests, … affecting employees)

C

175

158

171

4.

Assistance Activity for travellers and/or expats(health, security, travel):

Other elements— Information and advise

C

198

150

172

— Outpatient

C

90

37

9

— Inpatient

C

8

2

3

— Evacuations and Repatriation of Mortal remains

C

2

5

3

— Total number of interventions for employees

C

298

194

187

Number of International travels (by air)

C
A
C+A

62,1995,462
67,66142,4732,539
45,012

13,381451
13,832

Number of unique travellers (by air)

C
A
C+A

32,565
1,748
34,31322,307
1,337
23,644

9,138
263
9,401

Travels to countries (medium to high risk)

C+A

11,505

3,074

791

Group headcountC
C+A

219,314
269,769

324,684

C
C+A

0.28
0.17

0.04

Number of International travels per head

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

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Focus on India
All Capgemini India locations continue adherence to ISO 45001 framework.

Physical
well‑
being

4.

Mentalhealth

KPI

Scope

2019

Enhance awareness,
utilization & effectivenessof EAP program

C

NA

2020

These are all
new objectives
formulated as partof our transition
to ISO45001:2018
and progress willbe tracked in theupcoming years

2021— Introduction of
on-demand emotional
self-help toolkit— Conceptualized
psychological hRA Pan
India for emotional
health baselining— Curated yearlong
emotional healthinterventions – 4148
touchpoints

2022
targetOn-going
activity— Program construct ready— Program launch deferred
to Q1-22 for pandemic
and New Normal
exigencies

30%
interventions

NA— In-Progress -The Wellness
Report expected by
Q1-22 – Tracking ofpenetration underway

30%
compliance

C

NA

NA

Ensure transition to
ISO 45001 from current
OhSAS 18001 (1)C

Ontrack

Completed

Utilization of Employee
Assistance Program (EAP)(reporting and care) (2)

C

0.7%

0.9%

[NEW] Covering 30%
of relevant population
under specialized disease
management interventions
by 2022C

NA[NEW] Ensure 30%
compliance to health risk
assessment by 2022

C

Smart goal: percentage of
hospital referrals

NA— Completed transition in
2020— Completed 1st
Surveillance Audit
cycle for 2021 –certification continuation
recommended
0.5%

On-going
activity

No target
since event
driven(1) Refers to physical sites/office locations.
(2) The objective here is to increase service utilization by reducing the social stigma associated with mental health.
Scope: (C) stands for Capgemini legacy, (A) stands for Altran legacy and (C+A) for Capgemini group.

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Focus on France
Results and Key Performance Indicators (KPI)

2019

2020

2021

2022
target

C

23

40

44

NA

Percentage of employeeswith a telework agreement

C

3,985
(17.14%)4,620(18.63%)

In 2021, we signed a new
Teleworking agreement
allowing employees totelework between 20 and
70% of their working timeon average over the year. In
December 2021,
90% of employees in France
signed it.

90%

Employees with health andwelfare coverage

C

100%

100%

100%

100%

KPI

Scope

Helpline

Effectiveness of the helpline(number of files)

Remote working

Health program

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

Explanations of the results:— Helpline: The number of times the helpline was used
between 2019 (23), 2020 (40) and 2021 (44) is not significant
for the following reasons: 1. The HSWCC handled specificindividual situations; 2. New initiatives have been launchedsuch as SpeakUp (confidential phone and internet helpline
managed by an independent contractor available for
employees, suppliers, clients and partners); 3. At the sametime surveys have been conducted within the Group:
stimulus and/or deployment of “Pulse” which employees canuse to express concerns. however, it is important to add thatthe helpline comes in addition to existing mechanisms,
without replacing them: local representatives, health atwork department, health and Safety contacts. Since thehelpline was set up, work related calls are mainly about
work (37,4%), relationship problems (20%), recognition(11,4%), and open files for personal reasons (health, family
breakdown, death) (10%).

4.3.5— Quality of Life Survey: In 2020, a survey on remote working(35% of responding employees) was carried out among the
25,000 Capgemini employees in France. This survey, builtwith staff representatives, was focused on the way remote
working was experienced by employees, and identifying
possible psychosocial risks. We are planning to carry out a
new “quality of life” survey during the first quarter of 2022
(following the one launched in 2018) to be able to identify
new points of attention and refine our actions to ensure thehealth of our employees. Moreover, in our new teleworking
agreement, we are committed to carrying out an annual
survey which will help us take additional actions.
— Remote working: The outlook for 2022 will hardly be more
ambitious than the 90% achieved at the end of 2021. The
remaining 10% are mainly employees who do not want toor cannot work from home because their activities do notallow them to do so and/or because of unsatisfactory workfrom home conditions (small workspace, presence of smallchildren, presence of a spouse working from home, etc.).

Labor relations[GRI 102-41]; [GRI 402-1]; [GRI 407-1]

4.3.5.1

Maintain a constructive employee dialogue
and labor relations

We commit to maintaining a constructive employee dialogue andlabor relations at all levels of the organization, both locally andglobally. As we are convinced that employee dialogue is a powerfultool to move forward, while allowing safe and conflict-free change,
we have implemented an organization and tools enabling a strong
dialogue with employees and their representatives at all levels of
the organization.

Employee representatives at the Board of Directors
Since 2016, two Directors representing employees have been
appointed to the Board of Directors, going beyond statutory

CAPGEMINI

requirements. One Board member was designated by the French
unions while the second was elected by the International Works
Council (IWC) among its statutory members. The latter was alreadyinvited by the Chairman and CEO of the Company to sit on the
Board and in the Compensation Committee since 2015.

Labor relations at Group level: International Works
Council (IWC)
The International Works Council (IWC) was first set up in 2001
ahead of European regulations, and then extended to otherregions of the Group. It aims to put forward employees’ interests
to the management and is kept informed of management plansand projects and their impacts on employees.

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The IWC aspires to:— be an advisory body to Group Management on employee
matters;— exercise positive influence;— foster cooperation among employees and different parts of
the Group; and— contribute to making Capgemini an inspiring environment
for all.
Therefore, prior to the implementation of significant operationalchanges that could substantially affect its employees (at least within
the European Economic Area, in accordance with EU Council Directive
2001/86/CE, and with the Agreement signed last 23, April 2021),
Capgemini is committed to inform and/or consult them. 100%of the global workforce is covered by Group policies, which are
introduced through the IWC (e.g., New Normal, Company car, etc.),
but are then applied by a country-by-country basis according tolocal regulations and laws.
The representative of the Group Management is the Chairman of
the IWC, who acts in accordance with the Group’s decisions andstrategies.

4.

IWC has a maximum of sixty members in total and 99% of Capgeminigroup is represented in the IWC (except in Europe with Russia, Ukraine
and Switzerland). Statutory members of the IWC are delegated by
the countries participating in the European Agreement. On top of
the European Economic Area, four regions are represented (Latin
America, North America, Asia Pacific, and Africa), as well as twocountries (UK and India). Those six regions and countries are Guest
Members and have a consultative voice.
Employees are represented by country delegates and by a permanent
body called the IWC Bureau which is composed of ten delegates:
four are allocated to the top four European countries, five areallocated to all European countries except the four top-sizedcountries and one is allocated to all statutory IWC members. Only
member countries have voting rights; invited members are only
allowed to support the process.
The International Works Council has four annual meetings (February,
June, October and December) chaired by the Head of Group
Employee Relations, addressing general and employee matters.
The first and third annual meetings will be virtual. The first meetingis held after the Group kick-off to quickly inform the IWC delegatesof organizational changes and the annual strategic roadmap.
Meetings of the International Works Council are held to discuss
Capgemini group strategies on human resources management,
business development and market positioning.
The CEO attends the IWC meeting at least once a year, and theGroup Executive Board members are regularly invited for open
discussions with IWC members.
Additionally, the International Works Council or its Bureau areconsulted when a transnational event:— affects the employees’ interests of at least two countriesof the European Economic Area to a considerable extent,
particularly in the event of a relocation, the closure ofestablishments or collective redundancies;— relates to the Group structure and has importantconsequences on the workforce or on the Group’s
organization in Europe.
Depending on the complexity and the implication of the subjects
dealt with, the International Works Council needs sufficient time
during the consultation process to be able to give an informed
opinion when required. This period of time will be agreed between
the Bureau and the Chairman to ensure proper dialogue andexchanges during the process.

192

The information and consultation of the IWC or its Bureau takeplace before or in parallel with the information and consultation
procedures carried out at local level.

Labor relations and employee dialogue at local level
Country employee representatives and Works Councils are strategic
partners in all organizational and operational transformations. Thisis reflected at the operational level in the countries, where unions,
Work Councils and social representatives are in a continuous dialogue
with Capgemini business leadership and HR. Labor agreements
signed in cooperation with both parties contribute to a better,safer, healthier work environment for all employees.
Capgemini acknowledges that collective and enterprise agreements
are an opportunity to materialize a healthy and transparent social
dialogue, as well as concrete advancements in labor conditions
and work environment that benefit the Company by increasing
wellbeing at work, employees’ satisfaction and engagement.

4.3.5.2

Main achievements in 2021

In 2021, many new or renewed collective agreements have beensigned and are listed below some examples of our labor agreements:— in France, 12 of the 32 applicable collective agreements
were renewed or signed in 2021, covering compensation,
profit-sharing, the ESOP employee share ownershipprogram, teleworking, professional equality, parenthood,time balance and sustainable mobility, among others (asfor local requirement the agreements are published on theintranet);— in Germany, Capgemini closed 166 collective agreementswith Works Council Committees (local and central level)in 2021. These agreements mainly encompass terms andconditions of employment – especially compensation –people development, health and Safety and implementationof technical installations (as for the local legal requirement,
the agreements are published on the intranet);— in the UK, there is a Capgemini Works Council withrepresentatives elected by employees in Market Units,
Practices and Global Business Lines within the UK. Where
required by law, Capgemini negotiates pay for union
members and has framework agreements with three unions.
Ten specific collective bargaining agreements are in place
for groups of employees inherited through Transfer ofUndertakings (Protection of Employment) regulations 2006
(TUPE);— in Italy, Capgemini has signed four important agreements on
the flexible working new policy, the development of skills for
new parents, the awarding of performance bonuses, and themerger of four legal entities into Capgemini Italy;— in Spain, there is a Capgemini Works Council withrepresentatives elected by employees from the Market
Units, Practices and Global Business Lines within the Spanish
geography. Capgemini has negotiated two agreements in
2021:
–

–

compensation for assignment in client sites for
employees of the Sogeti collective. This agreement was
signed by five of the eight unions,framework agreement on remote work at Capgemini,
signed with all the eight unions present in the Company;

2021 UNIVERSAL REGISTRATION DOCUMENTOUR ESG COMMITMENT AS A RESPONSIBLE LEADER
Social: Aligned entrepreneurs with protection & respect for all— overall, 34% of the global workforce is covered by bargaining
agreements, which represents around 70% of Europe(including UK).

signed after eight plenary sessions, fifteen liaison team meetings
with Capgemini Management and thirty-five meetings only between
SNB members.

At Group level and due to Altran’s acquisition, a Special Negotiation
Body (SNB) and Chair of the IWC signed a new agreement to manage
the functioning of the IWC on April 23, 2021. This agreement was

In parallel, four IWC plenary sessions and eleven Bureau meetings
were held.

4.3.6

Digital inclusion and social contribution

4.3.6.1

Support digital inclusion in our communities(ESG priority E)

Technology and people have been at the heart of our Group since
its creation 50 years ago. This strong connection has led to a deep
sense of responsibility in terms of both the impacts of technology andthe risks of being excluded from its opportunities in an increasinglyconnected world. That is why Capgemini is committed to being aleader in Digital Inclusion – because we believe technology should
open doors to the future for all.
Digital Inclusion and equipping everyone with the skills they needfor a digital world is also an opportunity for our industry. We needskilled talent, and we all have a responsibility to make careers intechnology possible for everyone.
Furthermore, digital empowerment continues to determine
whether someone is digitally and socially included or excluded.
Our commitment and actions therefore not only address the needfor disadvantaged and excluded people to be educated in basic
digital skills, but also enable them to overcome social exclusion.
This is even more true in the current Covid-19 context, where public
and private services have been rapidly and suddenly digitized. Thisphenomenon accelerated the inequalities of access to increasingly
digitized public services (such as registering online to receive
economic, social, and sanitary help from the government) andresulted in an even deeper exclusion of those who were alreadyexcluded, or at risk of being excluded.
In this context, bridging the digital divide remained our top
priority and we pursued our efforts this year to allow everyone,and especially excluded populations and those at risk, to accessfundamental rights/services that have nowadays become digital.
We aim at supporting 5M beneficiaries through our Digital
Inclusion programs by 2030.
[GRI 203-1]; [GRI 203-2]
2021 has been about maintaining and scaling up efforts deployedduring the first Covid-19 wave to create an even bigger impact on
Digital Inclusion and bridge further the gap between technology,
business, and society.
Our people remained active in responding to the situation withstrong commitment, passion, and participation in numerous
initiatives, including through our Social Response Unit created in
the context of the Covid-19 pandemic.
We continue to design our actions by first understanding exclusion
and how it impacts different sets of society in different parts of
the world. Our strategy on Digital Inclusion is hence customized
before implementation in different societies and contexts toensure we can help disadvantaged people in the most impactfulmanner and bring them out of exclusion.
We drive impactful Digital Inclusion initiatives hand in hand with
our ecosystem of NGOs, social innovation organizations and clients
across four main streams: Digital Literacy, Digital Academy, Tech
for Positive Futures, and Advocacy & thought leadership, allof which are supported and enabled by employee engagement.

CAPGEMINI

Additionally, Capgemini Engineering has reinforced its actions
on each of our Digital Inclusion pillars, leveraging more NGOs,
business, and social partners across wider communities globally.

4.3.6.2

Main achievements in 2021

[GRI 413-1]

Reducing the digital divide through Digital Literacy
and Digital Academy
Digital Literacy
Our first pillar of action is Digital Literacy, through which we addressa broad range of issues:— we provide access to digital tools and devices to the most
excluded;— we impart foundational digital skills to the digitally
uninformed and untrained to help them take their first steps
towards digital autonomy;— we aim to raise digital awareness and inspire young people
and women to pursue careers in tech.
Since the inception of our Digital Literacy pillar in 2019, we havebeen working closely with local NGO partners to empower the most
excluded populations. In 2021, thanks to the strong mobilization of
our people and led by our NGO partners, we were able to support
an increasing number of projects that had to shift online due to thecurrent crisis. As a result, we helped 327,743 beneficiaries throughour Digital Literacy initiatives this year, overachieving our targetof 200,000 beneficiaries.
Our employees played a huge role in making our Digital Literacy
initiatives a success; they engaged in thousands across different
countries and Business Units and under unique conditions (working
from home with no travel or commuting) to mentor and train our
beneficiaries in Digital Literacy skills.
here are some examples of this year’s outstanding Digital Literacy
programs that delivered impact against our Group targets:— in India, we collaborated with NITI Ayog’s Atal Innovation
Mission (AIM), a flagship initiative of the Government ofIndia, to promote India’s ecosystem of innovation andentrepreneurship though the Atal Tinkering Labs initiative.
These labs foster creativity and imagination among school
children and help inculcate design thinking, problem solving
and adaptive learning skills. The objective of the initiative isto promote STE(A)M (Science, Technology, Engineering, Arts,
and Mathematics) education in Indian government schools,
with a specific focus on young girls;— in Guatemala, Capgemini led a project to improve theconditions of primary schools in the Ciudad Quetzal
Community of Guatemala City, with the help of United Way
Guatemala, a local non-profit organization. Through its
Building a Better Future initiative, Capgemini benefitted
over 2,500 children by building and renovating four schools,

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equipping classrooms with modern technology, and buildinga mobile computer laboratory, serving 396 children. As
a part of the project, “Science Fairs” were conducted byCapgemini volunteers, who joined school students in a virtualenvironment to promote and encourage children’s interest inscience and technology;— in France, in partnership with Emmaus Connect, Capgemini
volunteers contributed their time to train vulnerable people
in basic digital skills at Digital Literacy centers. The Groupalso contributed to the new initiative launched by the Frenchgovernment’’One youth One solution’’ (1 jeune, 1 solution)
where our colleagues mentor young people to build theircareers in tech;— in Germany, through the cyber mentoring program forteenage girls (e-mentoring platform for girls between 11 and17), female Capgemini colleagues accompanied young girls
for several month (ca. 30 minutes/week), worked with themon STEM activities (e.g. creating websites, blogs, etc.), andprovided guidance on career paths;— in Spain, Capgemini provided training on basic digital skills
to people with disabilities in partnership with Integra
Foundation, as well as mentoring for young people on soft
skills and organizing workshops to train them to find a job
through the internet;

4.

— in the UK, in partnership with Digital Unite, we increased
digital inclusion awareness through bitesize learning forCapgemini employees who then supported their local
communities using their newly acquired digital knowledge.
Volunteers pledged their commitment and supported action
on the ground by teaching digital skills to people in needaround them.
Going forward, we will pursue our efforts on Digital Literacy in2022 through a refined approach to increase accessibility to digital
devices, alongside other initiatives to reduce the digital divide.
For instance, in 2021, over 800 computers were distributed to
our NGO partners in order to increase the impact of their digital
inclusion initiatives. We distributed 600 PCs to Emmaus Connect
in France, an NGO working towards the needs of digitally excluded
individuals in priority neighbourhoods.
We have set a target to impact at least 350,000 individuals
through our varied actions on Digital Literacy in 2022. We will also
accelerate the engagement of our employees in these initiatives,
who are the real catalysts of change on this journey to bring thedigitally excluded out of their exclusion.

Digital Academy
Our Digital Academies aim to deliver specialized training on IT & IT
enabled Services (ITES) with courses that help the most disadvantaged
people (refugees from conflict zones, under-represented womenin STEM, people with disabilities, etc.) gain in-demand tech skills,
enabling them to enter the new world of work. We began ourjourney in 2018 with our Digital Academy program in France, India,
Netherlands and the UK. It has now become a global network oflearning institutions across ten countries (now including the US,
Germany, Spain, China and Guatemala).
We started with 150 graduates in 2018 and trained 6,736 Digital
Academy graduates this year against a target of 4,600 graduates.

194

In our 40 Digital Academies implemented across the world, wetrain students in in-demand technology skills like DevOps, coding,Java, full stack developer, software testing, cloud web services,
cyber security, etc. Below are some examples of the impact wedelivered through our Digital Academies in 2021:— Capgemini Guatemala launched its first Digital Academy inpartnership with El Patojismo, which works in the communityof Jocotenango to provide unemployed people with a “wayin” to the technology industry, by preparing them to excel atinternships and job opportunities;— India launched the AWS re/Start Program this year
in partnership with Amazon Web Services to prepare
unemployed and underemployed individuals, as well as
individuals from non-IT fields aged between 18 and 35 years(out of which 50% were women), for entry-level cloud
careers. The training includes scenario-based learning andhands-on lab and coursework;— in partnership with Sarthak education trust and Youth4Jobs
in India, we have been training and hiring young people withdisabilities (PWD) to create pathways to employability in the
IT sector by skilling and upskilling NEET youth with the rightskills required by the industry;— in India, one of our Global Business Lines (GBLs), cloudinfrastructure services (CIS) – launched a program called
Sakhi Drishtikon to train 500 women from economically weakbackgrounds in rural India. We have trained and onboarded
500 candidates as Capgemini employees in data center, end
user computing, cyber and cloud services;— in the UK, we extended our partnership with Code your Future(CYF) for the next 3 years, with the objective of reaching out
to more refugees and disadvantaged individuals. This year,
59.7% of the graduates on our CYF Digital Academy training
courses were hired by Capgemini;— in Germany, for the second consecutive year, we trained
people from disadvantaged backgrounds, with thecommitment of hiring 100% of the graduates at Capgemini;— this year we overachieved our target in the US for bothtraining and hiring our graduates under the programs
YearUp, QWASAR and PerScholas. We want to continue
making impact for people who might otherwise be excluded
from the job market and, at the same time, ensure a diversityof talent within Capgemini;— in the US, we have trained several veterans in digital skills
under the hiring Our heroes (hOh) initiative to help thembounce back after their military career and provide themwith economic opportunities within a diverse workforce;— this year we initiated the first Digital Academy programin Brazil with Entra 21, training low-income youth as wellas people with disabilities with skills for the job market.
The Entra 21 Program is considered as one of the largest
training programs for labor in information technology andemployability in Latin America;— Capgemini Engineering (formerly Altran) has been
contributing to the Digital Academy objectives and working
particularly on increasing the number of women in IT. In India,
Capgemini Engineering launched a Digital Academy called
SHE ARISE Women Empowerment Program, in partnershipwith the Nasscom Foundation to train hundreds of womencoming from low-income backgrounds in specialized IT &ITES courses. This aims to enable them find employment in
the tech sector.

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Hiring & Integration of our Digital Academy graduates

Tech for Positive Futures

We strongly believe that our graduates not only enrich the diversityof our own organization but also represent an alternative poolof diverse talent trained in top notch skills for the market. We
have therefore taken substantial actions this year to integratethese diverse and talented graduates within our organization. We
believe in their potential and have made a commitment to hire atleast 10% of our Digital Academy graduates each year, either asinterns or on permanent contracts. The initiatives cited above
are examples of this.

Tech for Positive Futures, our third pillar of action, was launched in2019 to demonstrate our belief that technology and innovation canand should be leveraged to solve some of the world’s key societal
and environmental challenges to create positive impact. Our Tech
for Positive Futures strategy is brought to life by the passionate
commitment of our talented people.

We are convinced that the graduates we train will become active
professionals across diverse organizations and contribute to thegrowth and improvement of their local economies.
In 2021, we worked closely with our hR teams across countries
and Global Business Lines and recruited 1,389 Digital Academy
graduates within Capgemini (out of which 64% were women),far exceeding our target of 460 recruitments.
Moreover, we believe in collaborating and partnering with ourclients and business partners to make a bigger impact. Hence, we
partnered with JP Morgan, HSBC, BNP PARIBAS and AWS in India
and the US this year, who supported us and engaged their employees
to deliver some of our Digital Academy programs.
With our actions under these two pillars, we are playing a significant
role in helping the disadvantaged find employment in the new worldof work, leading to their social and economic inclusion.
In fact, our efforts against these objectives have won us several
awards this year:— Capgemini Technology Services India Limited received
the 7th CSR impact Award in the Skills Development(large) category for the Digital Academy program project
Livelihood Empowerment through Action against Poverty(LEAP).
— Capgemini Spain received a volunteering award from theIntegra Foundation, which rewarded several companies
that are part of the Compromiso Integra network. These
companies share the common goal to achieve the socio-labor
integration of people in severe social exclusion and people
with disabilities.
Going forward, our Digital Academies will remain one of our pillars
for driving strong and sustainable impact in our battle to reducethe digital divide. We have set ourselves the objective of training
5,500 graduates through Digital Academies in 2022 throughstrengthened collaboration with our clients and business partners.

Leading Digital Inclusion with Tech for Positive
Futures and Advocacy & thought leadership
To be leaders in Digital Inclusion, we must focus on leveraging ourstrengths in technology and innovation to solve diverse societal
issues and create positive impact for people and the planet. The
Tech for Positive Futures pillar unleashes the power of technology
to create maximum impact against a range of different challenges(inequalities, climate change, biodiversity conservation, responsible
resource consumption, better healthcare, cleaner energy, etc.).
Advocacy and thought leadership, our fourth pillar of action, focuses
on raising awareness about the digital divide and how to tackle it
to inspire others to act on this topic. At the heart of this initiative,
we acknowledge our responsibility as Digital Leaders to positively
influence the debate on inclusion and demonstrate Capgemini’s
leadership and contribution on this vital topic.

CAPGEMINI

Throughout 2021 and notwithstanding the Covid-19 crisis, ourtalented people have been developing various Tech for Positive
Futures projects with the objective and ambition of leveraging
their expertise and knowledge to build life-changing solutions.
10,428 pro bono days were dedicated by Capgemini this year todevelop Tech for Positive Futures projects.
Here are some examples of projects developed by our colleagues
in 2021:— in India, we deployed and scaled up the FARM project thatwas initially developed in the Netherlands – An intelligent
data platform to resolve global food shortages. By leveraging
artificial intelligence to ascertain farming patterns throughbig data, the solution provides insights that can help steer
commercial decision-making for farmers;— in Italy, we built the MIAPP application, designed forpeople with mild mental disabilities and designed to help
beneficiaries find their point of reference with a few clicks,
reminding them, for example, of critical appointments intheir day;— in North America, we leveraged our people through an AI
pro-bono project to identify land degradation caused by
off-road vehicles in the Mojave Desert that will help assess
the impact on wildlife and identify areas that need to beprotected;— in the UK, as part of our pro-bono efforts, we continue ourwork with the Prince’s Trust, enabling young people to accesssupport remotely, learn digital fundamentals and consider
how these might help them in their future career choices;— in France, Capgemini and the French NGO Voisin Malin jointly
developed a door-to-door tool to help neighbours recreatesocial links in underprivileged districts. The objective is tohelp these people access essential information to enhancetheir everyday lives;— with AFJ, which is an organization providing protection
and accommodation, as well as educational, psychological,
and legal support, for women at risk from sex trafficking,we leveraged our digital expertise to support them in their
mission;— another key highlight this year has been our company-widehackathon, The Global Data Science Challenge, where
employees competed to build AI solutions to help solve
real-world challenges. This year, the focus was on ocean
conservation and we worked closely with the LofotenVesteralen Ocean Observatory to optimize their 100TB ofdata on the ocean. Two teams based in India and the UK
won the prize and saw their solutions implemented. The
winning solutions focused on processing data in real-timeand automatically extracting anomalies in the dataset. These
solutions are already adding value as several topics picked
up by the teams and now being explored by the LofotenVesteralen Ocean Observatory – such as whale vocalization,
oceanographic and tidal features that have not beenrecognized yet, and the strong influence of weather on theenvironment.

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Last but not least, the three winners from our Tech for Positive
Futures Challenge in 2020 that engaged employees across fifteen
countries have made strong progress this year:— MAATR: The mobile-based application using AI and Machine
Learning to provide digital mechanisms for health workers inIndia (also referred to as AShA workers) and real-time careand guidance to expecting and nursing mothers in rural areas
is now being deployed across India through various pilot
phases;— SpeechFirst: The mobile application leveraging AI to help
stroke survivors continue their speech and language therapy
at home is now awaiting clinical evaluation from the UCL
clinic to push forward implementation and scale up thesolution along with their partners;— Zero Hunger in Schools: The app and web-based platform
to optimize food supply chain and distribution to children
in need at schools in Australia has successfully launched
the application and is leveraging essential partnerships tobroaden the reach and impact.
Our Tech for Positive Future projects and initiatives are tangible
proof of the strong commitment of our colleagues leveraging theirexpertise to bring to life impactful solutions that contribute toaddressing social and environmental challenges.

Advocacy & Thought Leadership

4.

Advocacy & Thought Leadership is our fourth pillar of action, in
which we join forces with other responsible actors (public, private,
non-profit, educational institutions, etc.) to create and shareknowledge and expertise on Digital Inclusion with the common
aim of reducing the digital divide.
Two years after the publication of our research document with
the Capgemini Research Institute – The Great Digital Divide:
Why bringing the digitally excluded online should be a global
priority – that delved into the factors causing the digital divideand examined how leaders like Capgemini can contribute to bridge
this gap, we continue to leverage the research and our experience
to work with our clients and business partners to create positivesocial impact.
We also pursue our work with the Business for Inclusive Growthalliance, which is a partnership between the OECD and a global
CEO-led coalition of companies, including Accenture, Microsoft,
Ricoh, Salesforce, and Schneider Electric, that we joined in 2020.
This year, to address Digital Literacy gaps and pursue efforts toensure digital equity for all, we joined forces with Salesforce
and We Tech Care to provide a gamified mobile application for
individuals aged 50+ who struggle with online services. The mobile
application will offer digitally excluded people simplified content,
gamification, training tracks, and a space to solve simple issues
online. The objective of the application is to demystify online tools
and facilitate the discovery of valuable online services. Capgemini
is working closely with B4IG members to bring the solution to scaleand expand it in various countries in Europe.
Finally, with Emmaus Connect within the B4IG Incubator, wedeveloped a solution to optimize the redistribution of recycledcomputers among underprivileged populations, facilitating accessto equipment, a vital factor to close the digital divide.

Results and Key Performance Indicators (KPI)

KPI
Scope

Digital Academy

Number of Digital Academy graduates (1)Number of Digital Academy graduates hired byCapgemini (2)20302022 cumulative
targets
targets

2019

2020

2021

C

C

C+A

C+A

1,562

4,582

6,736

5,500

-

950

1,389

550

C+A

Digital Literacy

Number of beneficiaries supported in Digital
Literacy programs (3)27,300394,209327,743

350,000

Total Digital
Inclusion

Total number of Digital Inclusion beneficiaries
per year (1) + (3)28,862398,791

334,479

355,500

Cumulated number of Digital Inclusion
beneficiaries (since 2018)

29,012427,803762,282

1,117,782 5,000,000

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

Accelerating, replicating, and amplifying welfare
initiatives with our Social response Unit (SRU)

here are some examples of the social impact delivered throughthe Social Response Unit initiative:

In 2020, amid the Covid-19 pandemic, Capgemini created the Social
Response Unit to expand its CSR efforts and purposefully apply its
technology expertise and passion where most needed in the fightagainst Covid-19, engaging colleagues worldwide.

— in 2021, UNICEF and Capgemini joined hands amid the global
pandemic for the historic COVAX and ACT-A initiatives
launched by UNICEF. Capgemini financially contributed
to both initiatives that aimed to support the fight against
Covid-19; on the one hand, COVAX aims to distribute
vaccines, and on the other the ACT-A ensures equitable
access to Covid-19 tests, treatments, and vaccines, whilestrengthening health systems;

Capgemini’s Social Response Unit aims to accelerate, replicate,
and amplify welfare initiatives, enabling them to be executedin a coordinated manner with agility and speed, to deliver social
impact to a broader set of individuals and communities. While the
SRU’s initial focus was solely on the need of the hour, additional
initiatives were launched to address the next-order impacts ofthe pandemic and our colleagues across the globe came together,leveraging technology, data, and creative expertise to help andsupport the communities in which we operate.

196— additionally, Capgemini donated 1 M€ to the United Nations
Foundation (UNF) and the Impact Foundation in India toboost the vaccination rates globally, especially for themost vulnerable. The donation helped create both regional
campaigns to boost vaccinations through high quality

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Governance: leading with trust and transparency

storytelling delivered by trusted messengers and national
campaigns to respond to country-specific barriers to vaccine
confidence, such as lack of information or low trust in
government;— in India, in the continuing fight against Covid-19, theCapgemini SRU donated oxygen plants to hospitals, ICU beds
and COVID supplies to support patients. Other long-term
medical infrastructure and relief operations will also be
funded with the donation of 5.9 M€.

Volunteering
Our employees are our greatest assets and their commitment to
our CSR Program is key in driving and sustaining the impact of our
CSR initiatives in local communities. Our people are very passionate
about making the world a better place, and this has been especiallyproven throughout the Covid-19 crisis, where they volunteeredfor various initiatives that helped thousands of people in distress.
Additionally, many of our Digital Literacy initiatives are carried out
by our volunteers.
here are some of the outstanding programs among the many
initiatives supported by our employees:— the Impact Together Week, which is Capgemini’s volunteering
week, was global this year, held across 29 countries, with
20,000 volunteers impacting 50,000 beneficiaries in aspan of seven days. This year, many countries joined the
movement for the first time (Portugal, Romania, Italy,
Philippines, Denmark, Belgium, Austria, Ireland, Hungary,
Czech Republic, Switzerland, New Zealand, Singapore,
Malaysia, China, Japan, United Arab Emirates & Saudi Arabia,
Hong Kong and Canada);— in Germany, we organized the Girls Day at 11 of our sites toinspire girls to seek jobs in the IT field. Through entertaining
digital tasks the girls could explore the world of IT;— in North America, Capgemini colleagues took part in theMartin Luther King (MLK) volunteering day to introduce
youngsters to our career opportunities and career
preparation skills;— in France, in partnership with Article 1, our volunteers coachedstudents from priority neighbourhoods on their professional
integration and keys to succeed in their upcoming careers;— in Spain, thanks to the Adecco Foundation partnership andthe Red Cross, under the Seguimos en Contacto initiative,
volunteers have supported people with disabilities and theelderly affected by COVID through phone calls and otherways to evaluate and answer their potential needs.
These examples demonstrate the commitment of our people tocreate positive impact in society and on the environment. Despite
logistical difficulties related to the current global pandemic
context, the spirit of solidarity and passion for helping people
was very much alive. Our colleagues went above and beyond to
make a difference and still managed to hold most of the eventsby adapting and proposing innovative ways of making an impact
on our beneficiaries.
In 2022, we aspire to increase our volunteering week by making the
Impact Together Week even more global, including more colleagues
from more countries to have bigger impact on our beneficiaries.

— in India, the Digital Inclusion week brought together
12,897 volunteers and helped 41,270 beneficiaries around52 interactive events to improve Digital Literacy among the
economically and socially less privileged;

4.4

Governance: leading with trust and transparency[GRI 103-1]; [GRI 103-2]; [GRI 103-3]

4.4.1

Corporate GovernanceLeading with trust and transparency relies on a diverse and accountable
Corporate Governance, informed by active engagement withshareholders which encourages accountability and transparency,
and promotes good decision-making for long-term value creation
for its shareholders and all stakeholders.
Capgemini Corporate Governance ensures the strategic guidanceof the Company, the effective monitoring of management, andits accountability to the Company and shareholders. To ensurecompliance with these principles across the Group, we havedefined clear guidelines and responsibilities. These are supportedby oversight and risk management systems.
The Board of Directors of Capgemini SE sets the strategic directionof the Company and the Capgemini group. It appoints the Executive
Corporate Officers responsible for implementing this strategy,
approves the financial statements, convenes the Shareholders’Meeting, and proposes the annual dividend. It takes decisions on
major issues concerning the day-to-day operation and future ofCapgemini.

CAPGEMINIThe Board of Directors seeks to implement a diverse and accountable
governance, reflecting shared interests on the Company’s long-term
performance. It also takes appropriate measures to nurture a
constructive dialogue with shareholders and other stakeholders.
It also has the responsibility of monitoring and safeguarding ourassets by managing the Group risks, including ESG risks.

4.4.1.1

Foster a diverse and accountable governance(ESG priority F)

The Board of Directors is committed to Corporate Governancebest practices and policies that serve the long-term interests ofCapgemini and its shareholders by also taking into consideration
the social and environmental challenges of the Group’s activities.
Our ambition is to “maintain best-in-class Corporate Governance”
and this objective is to be measured each year using MSCI ESG
rating of Capgemini SE on Corporate Governance.
In addition, to sustain our priority to foster a diverse and accountable
governance, our objective is to ensure women represent 30% of
the Group’s Executive leadership positions in 2025.

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4.4.1.2

Main achievements in 2021

Results and Key Performance Indicators (KPI)
KPI

Best‑in class Corporate
Governance*√[NEW] Maintain a long-term positioning on
Corporate Governance in the top quartile of MSCI
ESG’s rating compared to industry peers

Scope

2019

2020

2021

Capgemini SE

NA*

NA*

Ratingachieved√

New objective set in 2021.
Data identified in these tables by a √ has been reviewed by Mazars with a reasonable level of assurance.

For more information on the composition of our Board of Directors
and an illustration of how it operated in 2021, in line with best
Corporate Governance practices, please refer to Section 2.1 (Company

management and administration) and Section 2.2 (Organization
and activities of the Board of Directors).

KPI
Scope

Promoting gender parity inleadership teams

Share of women in Executive leadership positions

2019

2020

2021

2025
target

C

C

C+A

C+A

16.8%

20.4%

22.3%

30.0%

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

4.

For further information on how the Board of Directors of Capgemini SE
ensures that there is a balanced representation of men and womenon the Group’s management bodies, please refer to Section 2.1(Company management and administration) – Diversity policy

for management bodies. Detailed policies and actions relating todiversity may also be found in Section 4.3.3 (Diverse and inclusive
work environment).

4.4.2 Ethics and human rights (ESG Priority G)[GRI 102-16]
Values and ethics are at the heart of ESG priority G.

4.4.2.1

Our values and ethical culture

Our seven core values – honesty, boldness, trust, freedom, fun,modesty, and team spirit – are at the heart of our identity. Our
values inspire and guide our team members, who each contributeto our ethical culture.
Capgemini’s founder, Serge Kampf, was deeply convinced that soundethics is an essential foundation for profitable and sustainablebusiness. From the outset, this belief in doing business ethically,
and our commitment to our values, has distinguished us.
Our values express our personality, our spirit. Shared by our teammembers worldwide, our values remain constant, while nurturing
diversity, and individual freedoms and initiatives.
We define our ethical culture as an aspiration, to guide the behaviourof all our team members across the world. This means adopting
an approach that starts with questioning our own actions anddecisions, enquiring, and defining what “doing the right thing”
means in our business.
Although our teams are located worldwide, we share a common
culture based on honesty, trust, and respect for each other’sbackgrounds and contributions to our joint enterprise. Being avalues-based organization has enabled us to develop high ethicalstandards while nurturing the diversity of our teams. It has also
guided our behaviour throughout the many evolutions our Group
has seen, giving us the freedom needed to adapt to our fast-moving
industry, and the boldness we need to lead. Our ethical framework

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supports our team members in doing the right thing, adhering toour principles and rules, and making the right decisions. It also
promotes agile behaviours, well fitted to unanticipated events that
can arise in complex situations. This ethical framework connects
all our Group’s employees, in nearly 50 countries.

4.4.2.2

Ethics and human rights governance

Board of Directors
As early as 2006, the Capgemini Board of Directors set up an Ethics& Governance Committee, whose main duty with regard to ethics
is to ensure the promotion and respect of our seven core values.
At the initiative of Capgemini’s Board of Directors, a Code of Business
Ethics was drafted in 2009 to formalize the ethical behaviours thatour values inspire, and which characterize our ethical culture. Eachof the Directors signed the code, demonstrating their individualand collective commitment and support (see Section 4.4.2.4 formore details on our Code of Business Ethics). Once a year, the Chief
Ethics & Audit Officer and the Group Ethics Officer report to the
Ethics & Governance Committee on our ethics approach and related
actions, including policies and training updates, alerts reported to
the SpeakUP helpline, conflict-of-interest declarations submitted
through the Declare tool, internal and external communication
initiatives during the year, and a summary of our employees’
feedback received through our ethical culture survey, Ethics Pulse.
The report also includes updates on initiatives related to our humanrights commitments.
The Chief Ethics & Audit Officer also presents the internal audit
conclusions on adherence to the Group Code of Business Ethics.

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Group Management
The Chief Ethics & Audit Officer is responsible for our ethics
framework and approach across the Group and reports directly
to the Group Chief Executive Officer. The Group Ethics Officer
reports to the Chief Ethics & Audit Officer and promotes our ethics
approach globally.

Business Units – global network
Managers of the Group Operating Units (Strategic Business Units
or SBUs and Business Units or BUs) are accountable for ethics intheir respective units. They are also responsible for driving ethics
initiatives locally, while respecting local legislation.
The General Counsels of the Business Units report to the Group
General Counsel and serve as Ethics & Compliance Officers in theirjurisdictions. They ensure implementation of ethics initiatives within
their regions and liaise with the Group Ethics Officer.

4.4.2.3

Our ethics and human rights initiatives

Our ethics initiatives actively nurture our ethical culture, creating
and maintaining awareness among employees, to help them makedecisions aligned with our values. Our initiatives advance alongfour main pathways:

1. Ethics Code and training
Our Code of Business Ethics sets out who we aspire to be andtranslates our values into ethical principles and expected behaviours.
It is available in many languages, to all employees and external
stakeholders. The commitment to our code is endorsed by all
members of the Board of Directors of Capgemini and membersof the Group Executive Board (GEB) as part of their individual andcollective support for the provisions of the Code of Business Ethics.
Additional Group ethics policies provide more detailed information
on specific topics such as our ethics helpline SpeakUP and the
management of conflicts of interest. The management ofconflicts of interest in line with our conflict-of-interest policy wasstrengthened with the implementation of a specific tool, Declare,
which has been rolled out in 33 countries across the Group in 2021,
covering 94% of our headcount. The roll-out will continue for theremaining countries in 2022.
Along with our overarching Code of Business Ethics, which fosters
our commitment to human rights, we have developed a dedicatedHuman Rights Policy across our value chain, in line with theUnited Nations Guiding Principles on Business and Human Rights.
It confirms the Group’s commitment to respect internationallyrecognized rights, and sets out our salient issues:
—
—
—
—
—
—
—
—
—
—

equal opportunity and fair treatment;
freedom of expression;
freedom of association and collective bargaining;harassment-free work;
safe and healthy workplace;protection against child labor, forced labor, and humantrafficking;data privacy;
right to education;
digital inclusion;
protecting human rights through our ethical approach on AI
solutions.

Capgemini has paid particular attention to artificial intelligence(AI) as a key growth area presenting both huge opportunities anda challenge to build trust, by devising our Code of Ethics for AI: an
ethical framework for the development of all AI solutions within
the Group. Our vision of AI is determined by our ethical culture andguided by our core values. We envisage our developments in AI
as a contribution to building the inclusive and sustainable future
we all aim for. Our Code of Ethics for AI sets out guidelines forthe ethical and human-centric design and delivery of AI solutions.
Our Ethics training strengthens our ethical culture, through:— mandatory e-learning courses on our Code of Business Ethics:
Ethics@Capgemini was launched in 2021, with a refreshedlearner interface and modular format and will be reassigned
annually to all employees starting in 2022, with pre-test
options for recertification for subsequent years. It comprises
a core module and five scenario-based micro e-learnings
featuring short, engaging videos on ethics topics including“Ethical leadership”, “Speaking up and non-retaliation”,“Conflict of interest”, “Prevention of workplace harassment”
and “Prevention of sexual harassment” allowing employees
to practice how to handle tricky ethical situations;— investigation management refresher-training for our Ethics& Compliance Officers and HR investigators, conducted byexternal experienced investigators.

2. Ethics awareness communication
Communication is conceived at Group level and deployed locally ineach country. It is aimed at all employees, and sometimes targets
specific groups by grade and role. Group and country communications
teams, along with our dedicated Ethics & Compliance Officers
network, help promote communications on our values and ethics
globally and locally.
— Think Ethics is our monthly newsletter on key ethics topics
which comprises a ready-to-use Managers toolkit and Ethics
Café – short, thought-provoking awareness videos on a rangeof workplace-related ethical situations;— Ethics Radio is our podcast series. We talk about sanitizedSpeakUP cases – the kind of cases we receive and how theseare handled internally. Along with the regular sharing of
SpeakUP statistics, this helps strengthen our speaking up
culture through trust and transparency;— we publish our key news and articles on the Group intranet(Talent) and in Let’s Talk – a Group communications deck forManagers;— we regularly create content to update our external website
and social media, including employee videos on our ethicalculture;— we run campaigns for the launch of new ethics policies,
tools or recognitions such as WME, Declare – ourconflict-of-interest management tool, and Ask Adam – ourinternal virtual assistant, which has been upgraded to answer
questions about our values and ethical culture;— we continually focus on sharing our achievements, insights,
and learning through various external communications, suchas our leaders’ interviews on ethics topics, our Capgemini
Research Institute reports, and webinars.

Our human rights policy states our commitments, program, andgovernance, and covers all Capgemini activities. It is endorsed by
our Group Chief Executive Officer, and the progress of our humanrights initiatives is monitored by the Ethics & Governance Committee.

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3. Active listening, for continuous improvement
As One of the World’s Most Ethical Companies ®, we takethe time to talk about ethics together. We regularly ask for
employee feedback, empowering our team members to enrich
our understanding, and further strengthen our ethical culture.
We make sure that we act in response to this feedback.
We aim at maintaining over 80% of the workforce with an Ethics
Score between 7 and 10.
In 2021, the Group Ethics team fully embedded the ethical culture
survey in our monthly Pulse survey, on a platform hosted by an
external provider. Questions on our values and ethical culture
are randomly asked each month and all employees receive theopportunity to share their feedback for the nine questions twicea year. An aggregate of over 200,000 employees from 45 countries
participated, with a voluntary response rate of 3 in every 5 teammembers. The survey had questions on our values and ethicalculture, and SpeakUP. It confirmed a widespread perception among
team members that Capgemini is an ethical workplace (an averageoverall ethical culture score of 8.2 out of 10 with ~85% of our

Maintain high ethicalstandards at all times, formutual growth4.

workforce scoring us between 7 and 10). Aggregated feedback
and analysis from the survey, along with guidelines, were sharedwith team Managers, and business leaders. All Managers haveaccess to their span’s dashboard, with scores and feedback, while
maintaining the anonymity of employees.
We also conducted employee focus-group discussions, to get
employee feedback on the effectiveness of our ethics initiatives.
Insights from the survey results and focus group sessions havebeen considered for the Ethics action plan: in 2021, insights wereconsidered to revamp the monthly newsletter Think Ethics andincorporate an easy-to-use toolkit for team Managers to engage
with team members about values and ethical matters.
In addition, a special edition of Think Ethics was launched, withthought provoking videos on ethical behaviours. In 2022, wewill focus on increased alignment of behaviours with our values,
continued improvement of ethics discussions within team meetings,
and increased support from leaders and Managers to spread trustin our speaking up culture and our zero tolerance for retaliation.
Listening to employees’ feedback is a continuous process, whichhelps us adjust our priorities with the insights gained.

KPI

Scope

% of the workforce with an Ethics Score
between 7 and 10

C+A

2019

2020

2021

2022
target85%

Over 80%

Key for scope: (C) Capgemini legacy, (A) Altran legacy, (C+A) Capgemini group.

4. Speaking up – alerts and investigations
Capgemini trusts and expects team members and external
stakeholders to report ethical concerns in good faith. SpeakUP,
our ethics helpline, is more than just a tool; it is a commitment
to listen to our employees, to be fair when investigating issues,
to show rigorous organizational justice, maintain confidentiality
and protect reporters from any form of retaliation. It is a web andphone-based ethics reporting, incident management and advisory
tool, hosted by an independent service provider, managed by ourGroup Ethics function, and supported by our global network ofGeneral Counsels – Ethics & Compliance Officers and HR investigators.
SpeakUP is voluntary, confidential, and allows anonymity, except
in countries where anonymity would not comply with local laws. It
is made available by Capgemini to our team members, customers,
suppliers, and business partners. SpeakUP empowers people toreport alerts and ask for advice and guidance about actions or
behaviours that are (1) not aligned with our values and ethicalaspirations, as set out in our Code of Business Ethics and related
guidelines, (2) not in compliance with applicable laws, regulations,and internal compliance requirements, or (3) that may significantly
affect vital interests of Capgemini and its affiliates.
Anyone who, in good faith, raises or helps address an alert on SpeakUP
is protected by our non-retaliation policy. Substantiated alerts result
in appropriate remediation actions, including disciplinary actions,counselling/training, and process improvements. Our SpeakUP policy
and helpline are available in several languages and the SpeakUP
helpline is available 24X7. Once an alert is reported in SpeakUP, it
is received by the Group Ethics Office, which performs an initial
review. After this assessment, the Group Ethics Office assigns thealert to the local Ethics & Compliance Officer responsible for thejurisdiction where the incident reported in the alert occurred. An
exception to this process would happen in cases where there isan actual, potential, or perceived conflict of interest for the local

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Ethics & Compliance Officer to investigate the alert, or where theGroup Ethics Office believes that the alert is of such a severe nature
it must be investigated at Group level.
SpeakUP helps us maintain transparency by managing the entire
process within the tool, including communication with the reporters,
witnesses, investigation and leadership teams, as well as recording
retention and redaction in line with applicable laws. It helps us
perform root-cause analysis and prevent future similar unethicalbehaviour, violation of internal policies or applicable laws, byhelping us identify areas of improvement in our business processes.
Based on feedback received from our annual ethical culture
survey, we share SpeakUP statistics with our employees aroundthe world annually. We also share sanitized SpeakUP cases throughour communication initiative Ethics Radio on an ongoing basis, toenhance trust and reinforce our ethical culture.
SpeakUP has been deployed in all countries where the Group operates,
including for legacy Altran, except Germany, where the deployment
is planned for 2022: in the meantime, Germany continues to use
the legacy mechanism, i.e., Raising Concerns Procedure, while wework closely with local works councils to complete the roll-out.
We focus on continuous improvement, using external benchmark
assessments conducted by a leading provider of independent
research on workplace integrity, ethical standards, and compliance
processes and practices in public and private institutions. As partof our ongoing improvement efforts, our Code of Business Ethics
was reviewed by an external ethics advisory organization and wehave membership with global ethics organizations, to stay updated
and adapt to important changes.
In addition, the Group Ethics team has opened discussions withGroup Internal Audit to scope the audit of our ethics initiatives andshortlist an external firm to audit our initiatives in 2022.

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4.4.2.4

Main achievements in 2021

[GRI 412-1]; [GRI 412-2]
We nurture our ethical culture year after year, constantly improving
our approach. As a result, we have been recognized as One of theWorld’s Most Ethical Companies ® by the Ethisphere® Institute fornine consecutive years in a row. This recognition makes Capgemini
an employer of choice and a responsible player in the eyes of ourclients, shareholders, and the wider community.
Our human rights policy was adopted and communicated toall employees in December 2021. A roll-out campaign has beenformalized, which will include from 2022 onwards an e-learning
for all employees and dedicated training for certain key positions
such as Ethics & Compliance Officers, HR professionals and Internal
Auditors. Specific action plans will be progressively deployed overthe course of 2022; they will address issues related to employees,
vendors or business partners, and Capgemini businesses and services.
The requirements of the policy will be integrated into the internal
audit framework as of 2022 and will be monitored by definedindicators. Alerts related to violations or risks of violation of humanrights, and corrective actions, are already monitored through ourglobal helpline SpeakUP. These measures enable us to ensure that
we do business ethically, and respect human rights in all spheresof our business practices.
Indicators to be monitored are:— number of activities subject to human rights reviews or
impact assessments;— number of employees trained on human rights;— number of human rights screenings for new activities;— operations at significant human rights risks (child labor,
forced labor, working conditions);— suppliers at significant human rights risks (child labor, forcedlabor, working conditions);— number of human rights impact assessments of AI solutions;— alerts of discrimination and corrective actions taken;— alerts related to indecent working conditions;— alerts of harassment and corrective actions taken.

Results and Key Performance Indicators (KPI)
KPI

Scope

2019

2020

2021

2022
targetAlerts reported on
SpeakUP (1)Total number of alerts reported on
SpeakUP

C+A

~215

~279

~651

NA

Closed alerts

Share of total alerts that are no longer
subject to action (2)

C+A

77%

NA

Anonymous alerts

Share of the total alerts reported on
SpeakUP where reporter’s identity is
unknown

C+A

59%

44%

30%

NA

Substantiated alerts

Share of the closed alerts and thoseestablished or proven

C+A

46%

47%

57%

NA

Discrimination alerts
reported on SpeakUP

Total number of alerts of discrimination
during the reporting period

C+A

24

NA

Discrimination alerts
closedShare of discrimination alerts that are no C+A
longer subject to action (2)

75%

NA

Discrimination alerts
substantiatedShare of the closed discrimination alertsthat are proven

C+A

17%

NA

Harassment alerts
reported on SpeakUP

Total number of alerts of harassment(including sexual harassment andretaliation) during the reporting period

C+A

52

NA

Harassment alerts
closedShare of harassment alerts that are nolonger subject to action (2)

C+A

83%

NA

Harassment alerts
SubstantiatedShare of the closed harassment alertsthat are proven

C+A

56%

NA

Code of Business Ethics
e‑learning

Share of employees who completed thee-learning module on the Code ofBusiness Ethics

CA

72% (3)29% (4)

96%
96%

95%
NA

96%
NA

(1)

For alerts that are out of scope of the SpeakUP policy, the reporters are guided to use the appropriate mechanism or reach out to the relevant function for review, and thealerts are subsequently deleted from SpeakUP. The KPI shows only the in-scope alerts. Our employees also reach out to their Team Managers or HR Managers for reporting
alerts and Team Managers and hR Managers are expected to record on SpeakUP alerts reported directly to them.
(2) An incident is no longer subject to action if it is resolved, the case is completed, or no further action is required by the organization. For example, an incident for which nofurther action is required can include cases that were withdrawn or where the underlying circumstances that led to the incident no longer exist.
(3) A revamped Code of Business Ethics (Values & Ethics) e-learning has been launched in February 2021 across Capgemini group.
(4) The revamped Code of Business Ethics e-learning has been launched in October 2021 for Altran, except Germany.
Key for scope: (C) Capgemini legacy (excluding Germany), (A) Altran legacy, (C+A) Capgemini group.

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As an outcome of SpeakUP investigations, the substantiatedalerts resulted in appropriate remediation such as counselling/training, disciplinary actions for individuals (based on the severityof the alerts), and a review or update of related processes andimprovement action plans.
In 2021, substantiated alerts related to discrimination wereon the grounds of race, religion and gender, and alerts related
to harassment included unethical behaviour such as bullying,
humiliation, rude behaviour, and sharing inappropriate pictures/
messages of a sexual nature. Following the investigation findings forthese alerts, sanctions and remediation plans were implemented,
which included termination, demotion/transfer, mandatory training
at global level and country-specific training to address cultural
aspects, counselling, and awareness initiatives.

Other remediation actions taken as a result of SpeakUP investigations
to prevent the recurrence of similar issues include tailored training
for the target audience, strengthening of the recruitment process
in a country where recruitment frauds were high, updating financial
policy to prevent reimbursement frauds, implementing new local
policies and creating local Committees to oversee the managementof ethical alerts.
In 2021, the countries of origin of the alerts were: Australia, Belgium,
Brazil, Canada, China, Columbia, Finland, France, Guatemala, Hong
Kong, India, Italy, Japan, Malaysia, Mexico, Morocco, the Netherlands,
Norway, the Philippines, Poland, Romania, Singapore, Spain, Sweden,
Switzerland, Ukraine, the United Kingdom, and the United States. In
addition to the alerts, we received ~224 enquiries seeking guidancefrom employees: all these questions were promptly addressed byour local Ethics & Compliance Officers.

4.4.3 Maintain high ethical standards at all times, for mutual growth(ESG priority G)
Capgemini strives to foster responsible behaviours in its daily
business practices.

4.

Our longstanding Ethics framework fosters our ethical culture,
maintaining and raising awareness among employees, and helping
them to make decisions aligned with our seven core values. These
values inspire the ethical behaviours formalized in our Code ofBusiness Ethics. Among our Values, honesty plays an essential roleas an anchor for the rigor and discipline necessary to always comply
with the laws and regulations, as well as internal procedures, thatframe our activities, which is reflected in the Group’s commitment
to maintaining high ethical standards at all times including thefollowing mid-term objectives:

people’s health and Safety and the environment, resulting fromour own activities and those of our subsidiaries, subcontractors,
and suppliers.

4.4.3.1 Anti-corruption (program and mainachievements 2021)
Anti-corruption program[GRI 415-1]

maintaining over 80% of the workforce with an Ethics Score
between 7-10; andTo prevent risks of corruption and bribery, Capgemini has implemented
a robust, regularly updated anti-corruption compliance program
which has been rolled out across the Group through a dedicatedorganization.

ii. ensuring that, by 2030, suppliers covering 80% of thepurchase amount of the previous year have committed to
our ESG standards.

Capgemini’s anti-corruption program is based on the following
pillars: 1) management commitment or “tone at the top”, 2) risk
assessment and 3) risk management.

Further details on these objectives can be found in Sections 4.4.2(Ethics and Human Rights) and 4.4.3.4 (responsible procurement)
respectively.

1. Management commitmenti.

In particular, the Group has zero tolerance for bribery and corruption.
We are also committed to fair and open competition and to respect
internationally recognized human rights. It is fundamental for us tomake a positive environmental and social impact when partneringwith local and global suppliers to deliver value to our clients.
Capgemini also has a deep commitment to protecting all personal
data entrusted to it as part of its activities. Data is a key pillar ofCapgemini’s strategy, and the Group intends to remain a leader
in data protection.
The Section below, dedicated to the Compliance programs designed
and deployed by the Compliance and Legal departments, presents
these initiatives. They cover mainly: (1) the fight against corruption
and money laundering, duty of care and human rights, which are
under the responsibility of the Chief Compliance Officer, and (2)competition, sanctions, and embargos as well as data protection,
which are under the responsibility of the Group General Counsel.
Please refer to Section 4.5 for detailed information on our compliancewith the duty of care legislation (devoir de vigilance) and our dutyof care plan (plan de vigilance) to identify risks and prevent serious
violations with regard to human rights and fundamental freedoms,

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honesty means loyalty, integrity, uprightness, and a complete refusal
to use any underhanded method to gain business or any kind ofadvantage. For us, neither growth, nor profit, nor independence
have any real value unless they are won through complete honesty
and probity. Everyone in the Group knows that lack of openness andintegrity in our business dealings will be immediately sanctioned.
Our zero tolerance for corruption stems from this cardinal value,
underpinning our anti-corruption program. It is part of Capgemini’s
commitment to society, reflected in the Ten Principles of the UN
Global Compact, which Capgemini first signed in 2004. Member
companies of this program support and comply with ten principles
in the areas of environment, human rights, labor rights and fightagainst corruption.
Clear rules and policies on the fight against corruption and bribery
have been defined by our management (see’Anti-Corruption
reference framework’ below) and are regularly promoted by our
Chief Executive Officer. They are also part of our ESG strategy.

Dedicated anti‑corruption organization
Capgemini anti-corruption compliance program is implemented
across the Group through a dedicated organization.

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The Chief Compliance Officer, reporting to the Group General
Secretary, is responsible for overseeing the design, day-to-day
implementation, and continuous improvement of the Group’s
anti-corruption program. The Group Compliance central team,headed by the Chief Compliance Officer, can rely on a network of
local Ethics & Compliance Officers to ensure implementation of
the program at local level.
The Compliance Committee, a cross-functional Committee
chaired by the General Secretary, ensures the proper and timely
implementation of the anti-corruption compliance program incoordination with all corporate functions. Each director is responsible
for the deployment of the anti-corruption program within his or
her function. Managers of Group Operating Units (SBUs/BUs), in
addition to being accountable for compliance in their respective
units, are also responsible for driving the anti-corruption programin line with local legislation, regulations, and procedures.
General Counsels of the Business Units report to the Group GeneralCounsel and serve as Ethics and Compliance Officers in theirjurisdictions. Within their regions, they ensure implementation of thecompliance programs, in liaison with the Chief Compliance Officer.
These principles of responsibility are enshrined in the Group’s
internal rules known as the Blue Book.

Board of Directors
In 2021, the Board of Directors approved the Group ESG policy,
covering notably the Group commitment to zero tolerance forbribery and corruption, as part of the priority to maintain highethical standards at all times for mutual growth. In addition, eachof the Directors signed the Code of Business Ethics at the outset,
as well as on the occasion of its last update, thus materializing
their adherence and support (both individually and collectively)
to all of the provisions it contains.
The Chairman of the Board, Mr. Paul Hermelin, has been entrusted
by the Board of Directors with a mission to promote the Groupvalues and culture and makes regular statements to this effect.
As early as 2006, the Capgemini Board of Directors set up an Ethics& Governance Committee, which ensures the implementation of acorruption and influence peddling prevention and detection system.
The implementation of the Group anti-corruption program ispresented annually to the Ethics & Governance Committee of theBoard of Directors since 2018. In addition, every year, the Chief Ethics
and Audit Officer present the audit results of specific controls oncompliance with the Sapin II Law in France to the Ethics & GovernanceCommittee, strengthening the anti-corruption framework.
The Audit & Risk Committee of the Board confirms that the major risks
to which the Group is exposed, such as financial, legal, operational,social, and environmental risks, are identified, managed, andbrought to its attention. It monitors the roll-out of appropriate
internal controls and risk management systems; to this end, it candraw on work performed by the Ethics & Governance Committee
during the course of its duties on preventing compliance risks.
The Chairman of the Ethics & Governance Committee and the
Chairman of the Audit & Risk Committee report on their respective
work to the Board of Directors at least once a year.
Finally, the Compliance and Legal Departments may at any time draw
up a special report for presentation to the Chief Executive Officer
on any matter they consider should be brought to his attention andinform the Audit & Risk Committee and/or the Ethics & GovernanceCommittee where significant deviations have been identified.

CAPGEMINI

2. Risk Assessment
The Group is responsible for identifying, monitoring and mitigating
risks related to corruption and bribery. The Group has put in placein-depth risk mapping methodologies and processes to identify
and assess such risks. This methodology is designed to comply with
the French law no. 2016-1691 on transparency, fighting corruption
and modernizing economic life – known as the “Sapin II Law” –applicable to Capgemini’s consolidated affiliates worldwide andthe published recommendations of the French Anti-Corruption
Agency, as well as best international practices. The Group risk map
identifies relevant internal and external stakeholders and assesses
possible risk scenarios considering geography, activity sector andaggravating factors, such as interactions with the public sector.
Following the Group acquisition of Altran in 2020, the major focus
in 2021 was the consolidation of Capgemini’s corruption risk map
undertaken in 2019 with the corruption risk map of the Altran
legacy completed in 2020, in alignment with the methodology andprocesses used for the Group enterprise risk management system(as further described in Chapter 3).
The Group consolidated corruption risk map has identified 18 potential
risks, including 11 critical scenarios for which Group action plans
have been defined and are being implemented.
In addition to the Group consolidated corruption risk map, there are
local risk maps for the 42 countries in which Capgemini operated in
2019, along with the legacy Altran corruption risk map from 2020
that covered 14 countries on a stand-alone basis. In line with theGroup Corruption Map Update Procedure adopted in 2021 uponcompletion of the consolidation of the Group corruption risk map,the Group has set a three-year deadline to review, consolidate andupdate each of the country-level corruption risk maps.
The risk mapping exercise is the basis for the risk management
components of the Group’s anti-corruption program.

3. Risk management
Corruption risk is managed through i) prevention actions, suchas setting out clear policies and processes, awareness raising andtraining of our employees and carrying out due diligence on third
parties we interact with; ii) detection actions, including throughour internal reporting system, SpeakUP, and mechanisms forassessing and monitoring the implementation of the program;and iii) remediation actions, including disciplinary sanctions in theevent of misconduct.

Anti-Corruption reference framework
The Group has set up a series of clear rules and policies promoting
the fight against corruption and bribery. The Group Code ofBusiness Ethics which sets out clearly the Group zero tolerance forcorruption, has been communicated to all the employees including
ex-Altran employees, as well as to Capgemini SE Directors.
The Group Anti‑Corruption Policy also affirms the Group zerotolerance policy and goes further. It presents the main corrupt
practices and includes examples of risky situations and how to
avoid them. It sets out requirements that apply to all Capgemini
Directors, Executives, and employees at any level of the Group.
Third parties interacting with a Group company are also expected
to comply with the general principles presented. The policy
presents rules to be followed when offering or receiving third-party
entertainment, meals, gifts, and travel and lodging for both private
persons and public officials. It also explains risks and rules related
to sponsorships, charitable donations, sales agents and consultants
as well as lobbying.

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The Group Anti‑Corruption Policy also reiterates our long‑standing
rule that strictly prohibits contributions to political organizations.
The policy was revised at the end of 2020 to include scenarios thatreflect the 2019 Capgemini and 2020 Altran corruption risk maps
and has been communicated to all Group employees, including
ex-Altran employees.
Compliance with our Group Anti-Corruption Policy is also facilitatedby specific policies, processes and tools relating to travel andexpenses, procurement and third-party due diligence (see below),by the management of conflicts of interest, and our ethics helpline– SpeakUP (see Section 4.4.2.3).
In addition, the Group suppliers have been made aware of theGroup Anti-Corruption Policy as part of their acknowledgement
and acceptance of the Group’s Supplier Standards of Conduct (seeSection 4.4.3.4 – responsible procurement – for further information).
Our Code of Business Ethics, Group Anti-Corruption Policy, Group
Conflict of Interest Policy, SpeakUP Policy and Supplier Standardsof Conduct are all publicly available on the Group’s website (www.
capgemini.com).

Awareness raising and training

4.

Our commitment to zero tolerance for corruption is expressed inregular statements by our Chief Executive Officer, Mr. Aiman Ezzat,
both internally and publicly. The Group regularly communicateswith all its employees on anti-corruption topics, whether throughglobal messages that are also deployed locally, podcasts, articles,or other intranet publications, as well as on recurring dates suchas the United Nations’ International Anti-Corruption Day.
The Group intranet enables employees to access relevant informationand policies related to our anti-corruption program.
In addition to the mandatory annual e-learning on our values andethical culture, and to the regular awareness initiatives, the Grouphas implemented since 2011 a specific mandatory anti-corruption
e-learning, which is mandatory for all new employees and has
started a series of live global webinars tailored to its most exposed
employees by function, enabling the audience to interact in real-timewith our Group’s anti-corruption experts to ask specific questions
related to their domains.

The Group also conducts appropriate anti-corruption due diligenceon partners and target companies before entering into a joint
venture, consortium, merger or acquisition – or, if circumstances
require, immediately thereafter.

Alert System – Ethics helpline (SpeakUP)
Capgemini encourages a culture of openness where employees
can raise their genuine concerns regarding Capgemini businesspractices in good faith and without fear of retaliation. The Groupprohibits retaliation against anyone for raising or helping toaddress a concern.
Our ethics helpline, SpeakUP, is open to our team members,customers, suppliers, and business partners to report alerts,
including corruption issues. Employees may also report a possible
Group Anti-Corruption Policy violation by raising it directly to their
Manager, local Ethics & Compliance Officer, or a representative of
the Human Resources department (see Section 4.4.2 for further
information).

Monitoring – Continuous improvement
The Group monitors its anti-corruption program, ensuring its
implementation is effective and appropriate. Monitoring is done
through the three lines of defence described in Section 3.1.1(Internal control and risk management systems).
As part of the second line of defence controls, Group Compliancealso conducts compliance reviews of the Group local operations.
These reviews may be conducted with the assistance of external
consultants (lawyers, accountants…).
Deficiencies associated with the implementation of procedures– and potentially reported by the monitoring and internal audits– are analysed to identify their cause and remedied for continuous
improvement of the program.

Disciplinary action
Violations of our Group Anti-Corruption Policy may lead to disciplinary
sanctions, up to and including termination of employment, in linewith our commitment to zero tolerance for corruption. This is set
out clearly in our policy and communicated to our Group employees.

The Group’s awareness and training initiatives are complemented
by local initiatives driven by SBU/BU Managers and local Ethics &Compliance Officers.

Anti-corruption – Main achievements in 2021

Third Party Due Diligence2021 has been an invigorating year for implementation of theGroup anti-corruption program. Following the Group acquisitionof Altran in 2020, the major focus in 2021 has been the continued
integration of Altran in the Group anti-corruption program.

The Group categorizes every third party it interacts with according
to corruption and trade sanctions risks, factoring in country, sectorof activity and nature and purpose of the relationship, in accordancewith its anti-corruption risk map. Due diligence involves collecting
information (including the screening on adverse media, sanctions
lists and politically exposed persons via service providers platforms),
identifying any corruption or bribery risks and taking appropriate
mitigation measures. The Group also has implemented due diligenceprocesses covering the most-at-risk parties, with specific procedures
designed to ensure that recipients of charitable donations andsponsorships, consortium partners and sales agents or consultantscannot be used to disguise bribery. In 2021, the Group formalized
its due diligence approach in its Group Anti-Corruption and Trade
Sanctions Third Party Due Diligence policy.

204[GRI 205-1]; [GRI 205-2]; [GRI 205-3]

Following the completion of the risk assessment, action plans havebeen defined for critical risks and are being implemented as part of
the anti-corruption program. Specific anti-corruption accounting
controls, based on the consolidated risk map, were elaborated forGroup wide deployment and a program of compliance reviews in
the Group local operations, including both Altran and Capgemini
legacy operating entities, was initiated by Group Compliance on
a risk-based approach.

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Our updated Group Anti-Corruption Policy was communicated in
2021 to all Group employees, including former Altran employees,
through a global message including a video from our Chief Executive
Officer reiterating our zero-tolerance approach to corruption,
which was also relayed locally by SBU/BU Managers. Other specificGroup policies complementing our Group Anti-Corruption Policy(such as SpeakUP policy, travel and expenses policy, procurement
policy etc.,) and the updated version of our mandatory e-learning on
anti-corruption were also rolled out to ex-Altran employees in 2021.
Our Group Anti-Corruption Policy was also complemented by
the internal publication of a Group Anti-Corruption and Trade
Sanctions Due Diligence Policy, formalizing our approach to third
party due diligence.
The Group commitment to zero tolerance for corruption was
expressed in regular statements throughout the year, both internallyas part of the roll-out of the Group revised Anti-Corruption Policy
or as part of global communication initiatives on recurrent events

such as the United Nations International Anti-Corruption Day, andexternally on the occasion of the publication of our ESG policy andassociated ESG Investor Webinar.
In 2021, we released an updated version of our mandatory e-learning
on anti-corruption, reflecting revisions made to the Group AntiCorruption Policy in 2020. It is now available in six languages (Chinese,
English, French, German, Portuguese, and Spanish) and was rolled
out to all ex-Altran employees in October and November 2021.
In addition, in 2021, the Group started rolling out a series oflive global webinars to its most exposed employees by function(Delivery, Finance, Business Risk Management, Legal, Sales & Alliance,
Procurement, Marketing & Communication and Corporate Social
Responsibility): 3,085 employees were trained in 2021 throughthese specific targeted webinars.
As of the publication date of this Universal Registration Document,
there are no ongoing legal proceedings regarding corruption
against the Group.

Results and Key Performance Indicators (KPI)
Capgemini e‑learning
module

KPI

Scope

2019

2020

2021

Anti‑corruption policye‑learning

Share of employees who completed the e-learning
module on Anti-corruption Policy

C

96%

96%

94.7%

2019

2020

2021

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

4.

Altran e‑learning module

KPIs

Scope

Anti‑corruptione‑learning – Altran Europe

Share of targeted employees who completed thee-learning module on anti-corruption policy

A

37.3% (1)85.8%

NA (3)

Anti‑corruptione‑learning – Altran North
America & India

Share of targeted employees who completed thee-learning module on anti-corruption policyANA

97% (2)NA (3)

Scope: (C) stands for Capgemini legacy, (A) stands for Altran legacy and (C+A) for Capgemini group.
(1) E-learning was launched in 2 waves in May and September 2019.
(2) E-learning launched in 2020.
(3) E-learning replaced in October 2021 by Capgemini e-learning module.

Following the roll-out of the anti-corruption e-learning module to the former Altran employees, we expect to be able to report on the
combined scope as of 2022.

4.4.3.2

Fair competition (commitment and mainachievements 2021)

Fair competition commitment
The Group operates in competitive markets and competes
vigorously but fairly with its competitors for its clients’ business.
The majority of the countries in which we operate have competitionor antitrust laws, and trade regulations designed to protect suchcompetition. Capgemini is committed to conduct its business ina way guided by the principles of fair and open competition andin full adherence to the applicable competition laws. Complying
with such legislation leads to better business and builds trustof our clients and the general public. It also prevents financial
and reputational damages to Capgemini. hence, Capgemini has
adopted a Group-wide Competition Laws Policy that is bindingon all Capgemini employees.

CAPGEMINIIt details the honest competition principles applicable in relation
with all relevant stakeholders (employees, customers, competitors,
suppliers, shareholders, partners, as well as the society as awhole) and provides a comprehensive overview of unacceptableor problematic practices, including concrete scenarios likely to be
encountered in our business, and the principles to be followed. It
also provides practical guidance and explains where to find support.
As fair competition is of utmost importance to Capgemini, compliancewith our policy is fully embedded in our onboarding process andevery new employee is requested to download and acknowledge
the policy, and to complete our mandatory Competition Laws
e-learning. Training participation rates have been constantly high,as reported in the KPI Section below.

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Main achievements in 2021
[GRI 206-1]; [GRI 419-1][SASB TC-SI-520a.1]
We updated our Group Competition Laws policy in 2021 andcirculated the new version to all our employees with a specificmessage from our Group CEO emphasizing the importance of
this policy and Capgemini’s commitment to fair competition. Thisnew version of the policy was also published in eight languages in
our intranet website and in our external website. In addition, we
created in 2021 a new e-learning module focused on the exchangeof competitively sensitive information. We intend to roll it out in
2022 and target the most exposed persons based on their functions.
This year, we also focused on the implementation of our Group
Competition Laws policy in all Altran entities with the involvementof the work councils. The Policy is now applicable in various Altran
entities and we have assigned the competition laws module toformer Altran employees in most of the countries in Q4 2021.
Compliance with competition laws is of the utmost importanceto Capgemini. Our Group’s commitment to compliance with allapplicable anti-trust laws and fair competition on the market fosters
innovation, excellence and stakeholders’ trust. As a result, in 2021,
we did not to report any fines with regard to non-compliance withcompetition laws imposed against Capgemini by a competentcompetition law authority or any other competent jurisdiction.
In 2021, we did not face any monetary loss as a result of legal
proceedings associated with anti-competitive behaviour and
we did not report any fines with regard to non-compliance withcompetition laws imposed against Capgemini by a competentcompetition law authority or any other competent jurisdiction.

Results and Key Performance Indicators (KPI)
KPI

Scope

2019

2020

2021

Share of employees who completed the e-learning
module on Competition Laws Policy

C (1)

90%

94%

93%

Number of fines with
Number of fines paid with regard to non-compliance C +A
regard to non‑compliancewith competition laws provisions
with competition laws
imposed against Capgeminiby a competent competition
law authority or competentjurisdictions

NA

NA

0

Number of legal actions
pending or completed
during the reporting period
regarding anti‑competitive
behaviour and violationsof anti‑trust and monopoly
legislation in which theorganization has been
identified as a participant.

C

NA

NA

0

A

1*

1*

1*

Competition Laws policy
e-learning (Capgemini)

4.

Number of legal actions initiated under national
or international laws designed primarily for the
purpose of regulating anti-competitive behaviour,
anti-trust, or monopoly practices.

Scope: (C) stands for Capgemini legacy, (A) stands for Altran legacy and (C+A) for Capgemini group.
*
These figures refer to the same procedure pending since 2018. Indeed, on November 8, 2018, Altran was subject to inspection and seizure operations by the Competition
Authority relating to alleged anti-competitive practices in the engineering and technology consulting sectors, as well as computer services and software publishing. To
date, the investigation is ongoing. The visit and seizure operations do not prejudge the outcome of the procedure or its possible financial consequences.
(1) Scope C stands for Capgemini legacy excluding Germany.

4.4.3.3

Protect and secure data (program and mainachievements in 2021 – also contributing to
ESG priority H)[SASB TC-SI-220a.1]; [SASB TC-SI-230a.2]
Data is a key pillar of Capgemini’s strategy. Our Data Protection
Program aims at ensuring that we process personal data in acompliant manner while mastering its use for the business andour clients. Capgemini is indeed deeply committed to protecting
all personal data entrusted to it as part of its activities, both for
its collaborators as Data Controller, and on behalf of our clientsas Data Processor.
Capgemini’s core business is not about hosting massive amountsof data, but Capgemini is still accountable to its clients and otherstakeholders for how it processes any personal data.

206

Risks at stake
Following its implementation in 2018, the General Data Protection
Regulation (GDPR) accelerated the implementation of companies’
data protection strategies. Since then, the emphasis on theimportance of this subject has increased. Various other factors
have influenced Capgemini’s strategy over the last two years:— the pandemic has raised new challenges in terms of dataprotection;— our clients’ strategies are increasingly driven by data tobetter anticipate and manage their businesses;— the legal landscape has continued to evolve with new dataprotection legislations adopted throughout the globe; and— the integration of Altran has also demonstrated how
important it is to have a robust organization and governanceto ease the alignment of approaches when it comes toprocessing personal data.

2021 UNIVERSAL REGISTRATION DOCUMENTOUR ESG COMMITMENT AS A RESPONSIBLE LEADER
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Group data protection Program

Reliance on technology

In this context, Capgemini is deploying a Group Data Protection
Program relying on a mature framework built on three key pillars:a strong organization, well defined governance and processes, andreliance on technology.

Several actions deployed at Capgemini are Privacy by Design
driven and apply to both processing activities for Capgemini’s own
purpose as a data controller and on behalf of its clients as a dataprocessor. To a large extent their implementation is supported bydigitalisation and automation.

Capgemini Data Protection Organization
Capgemini has a well-established Data Protection Organization led
by Group Data Protection Officers, relying on regional and local Data
Protection Officers to ensure a global coverage and implementationof our programs. This network of privacy professionals relies on
Data Protection Champions appointed to represent each Group
Function and GBL to ensure that functions and GBL specificities
are considered in the roll-out of the Group Program.
Capgemini is convinced that having a strong network of privacy
specialists is important for an impactful implementation of theGroup Data Protection Program. Hence, each member of our
Data Protection Network is required to complete the mandatory
data and cybersecurity training curriculum. Special training andawareness sessions covering both legal and technical dimensionof data protection and cybersecurity are offered every month tothe DPO community.
Capgemini is also paying a lot of attention to employees’ training
and awareness. For this very reason, there is a mandatory Data
Protection e‑learning. In parallel, we delivered specific training
sessions for targeted populations adapted to their specificneeds: Procurement, Commercial and Contract Management,
Delivery and Sales.

Well defined governance and processes
Capgemini chose to implement Binding Corporate Rules (BCR)
which were approved by the European authorities in 2016 andupdated in accordance with the European General Data Protection
Regulation. It is our global Data Protection Policy – the rules andprocedures to ensure Capgemini’s compliance with applicablelegislation. This Group Policy is binding amongst all Capgemini
entities and employees. Following each acquisition, the alignmentof data protection policies and procedures is considered as a key
pilar. The Group Data Protection Office supported by the DPO
network are involved in the integration plan to align the BCR.
This was the case for Altran entities in 2021, for which Capgemini
notified the French Data Protection authority (acting as lead
Authority for Capgemini) about the bindingness of Capgemini
BCR for Altran entities.
Particularly relevant within our Group Data Protection policy is thePrivacy by Design principle, privacy by design seeks to ensure theprotection of individuals by integrating privacy from the very
beginning of the development of products, services, businesspractices and physical infrastructures.

CAPGEMINI— we keep our data processing register for controller
activities updated via our digital tool and the Data Protection
community plays a strong role as a toll gate before any
approval and go-live of new processes and tools processing
personal data on Capgemini’s own behalf;— we have a strong process for handling data subject
requests: we received 114 requests in 2020 and 285 requests
in 2021. We have mapped the applications environment inwhich we process personal data so that we can industrialize
the process of handling requests;— we ensure transparency vis-à-vis data subjects on how andwhy we process their personal data;— we have defined data retention periods aligned withlegal requirements and business needs, working incoordination with each of the Group’s owners and Group IT.
We are convinced that data retention limitation serves theprevention of data breaches: the less data we keep, the less
we are exposed to leakage and/or unauthorized access;— we also reinforced our approach to privacy by design
for sales by developing an automatized Data Protection
Risk Assessment questionnaire. The risks at stake areautomatically qualified based on the answers provided
and recommendations to mitigate the risks are proposed.
The overall assessment is reviewed and completed, where
necessary, by the competent Data Protection Officer;— we ensure that we document in our automatised tool theprocessing activities based on clients’ instructions;— we launched a digital end‑to‑end data protection maturity
assessment to ensure that we monitor the data protection
maturity of the engagements throughout their entire
lifecycle in the different delivery phases.
Furthermore, as Capgemini relies on a complex ecosystem, it
continuously reinforces its due diligence and is cautious about theguarantees provided by service providers processing personal
data on behalf of Capgemini. We reinforced the due diligencequestionnaire, particularly to take into account recent developments
arising from a European Court of Justice Decision which reinforced
companies’ obligations with respect to data transfers. We have also
updated our data protection clause to reinforce the safeguards
we obtain when contracting with those third parties and launcheddata protection audits with our existing suppliers.

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OUR ESG COMMITMENT AS A RESPONSIBLE LEADER
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Finally, the Group Data Protection Officer is strongly and closelycollaborating with the Group Cybersecurity team, to ensure fullalignment of our policies and procedures, particularly with respect
to data breaches management. As a result, the jointly drafted
Cybersecurity guidelines on Incident Management and Data
Breach Notification define the procedures and requirements to be
implemented by all Capgemini entities/affiliates worldwide whenmanaging cybersecurity incidents and data breaches. The objective
is to ensure a consistent, appropriate, and effective approach tothe management and escalation processes for reporting incidents
and data breaches to the correct level of management. It details
how cybersecurity incident teams as well as the Data Protection
Officer must react and work with other key stakeholders to ensure
incidents are properly handled, and Capgemini is able to take thenecessary steps to comply with the most stringent legislations. It
also details the roles and responsibilities of stakeholders as well as
additional legislative requirements, like when a security incident
impacts personal data and legislations requiring Capgemini to takeadditional steps to report and ensure that no harm is brought toindividuals whose personal data are processed.

Main achievements in 2021
[GRI 418-1][SASB TC-SI-220a.2]; [SASB TC-SI-220a.3]; [SASB TC-SI-220a.4];[SASB TC-SI-220a.5]

4.

Capgemini continued to encourage awareness among all employees
and thus maintained a good rate of employees trained withe-learning despite the high number of newly hired employees. In
2021, Altran’s population was still relying on its existing mandatory
training with a 74% participation rate. Altran population will beassigned the Capgemini’s mandatory e-learning in Q1 2022.

208

Capgemini has a well-defined data subjects rights management
procedure in place since several years. With the increase in thenumber of data subject requests, Capgemini paid particular attention
in 2021 to ensure that these requests are thoroughly managed
in a timely manner and in compliance with GDPR requirements.
Capgemini’s privacy by design approach has helped the Group to
ensure full transparency vis-à-vis data subjects on how we process
their personal data. This also enables to further monitor and ensurethat Capgemini does not process personal data for purposes otherthan those for which it initially collected the data without having
a valid legal basis and informing accordingly data subjects. In thiscontext, Capgemini pays particular attention to processing personal
data on behalf of its clients according to their instructions and incompliance with the agreement in place. The reinforced risk andmaturity assessment we have further implemented throughout 2021
has certainly contributed to not having substantiated complaints
related to customer privacy and loss of customer data.
In 2021, the European Data Protection Board adopted recommendations
on the practical steps that need to be taken when transferring
personal data from the European Union to non-adequate countries
out of the European Union. As a Group with an international
footprint, Capgemini pays particular attention on securing datatransfers performed both on its own behalf and on behalf of its
clients. As a result, Capgemini has setup a process to manage
requests received from public authorities. It also monitors thenumber of requests received from public authorities: in 2020 and
2021 we have not received any.
Finally, Capgemini has defined a strong governance and procedures
to manage and contain the increased cyber risks all organisations
face since several years. Capgemini has therefore setup a data breachand security incident management policy which triggers processes
to monitor and manage data breaches and security incidents.

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Results and Key Performance Indicators (KPI)
2022
targetKPIs

Périmètre

2019

2020

2021

General training on dataprotection

Percentage of employees attending thedata protection training

C
A

88%
72%

92%
86%

91%
74%

Data subjects’ rights
requests

Number of requests of data subjects
exercising one of the rights granted
under GDPR

C+A

NA

122

285

NA

Number of users whose
information is used forsecondary purposes

Number of users whose information isintentionally used for a purpose that is
outside the primary purpose for which
the data was collected

C

NA

0

0

NA

(1) Number of publicauthorities requests foruser information, (2)number of users whose
information was requested,(3) percentage resulting in
disclosure information (3)Number of requests received from public C
authorities to access data, Capgemini
processes both as controller and asprocessor on behalf of its clients.

NA

(1) 0
(2) 0
(3) 0

(1) 0
(2) 0
(3) 0

NA

(1) Number of law
enforcement requests
for user information, (2)number of users whose
information was requested,(3) percentage resulting in
disclosure

Number requests received from law
Cenforcement agencies to access data
Capgemini processes both as controller
and as processor on behalf of its clients.
By law enforcement agencies we refer toagencies and employees responsible for
enforcing laws, maintaining public order,and managing public safety.

NA

(1) 0
(2) 0
(3) 0

(1) 0
(2) 0
(3) 0

NA

Breaches of Customer
Privacy

Number of substantiated complaints
C+A
related to customer privacy and loss ofcustomer data received by the Company.

NA

0

0

NA

4.

Data breaches notified to
Number of data breaches notified as
Data Protection Authorities data controller to competent Data
Protection Authorities

C+A

NA

5

4

NA

Total amount of monetarylosses as a result of legal
proceedings associatedwith user privacy

The amount actually paid to individuals
in the context of a data protection claim
against the Company processing theirpersonal data.

C+A

NA

NA

0

NA

Clients’ engagements
maturity monitoring[NEW] Percentage of revenues
C+A
associated to client engagements
triggering processing of personal data
subject to an end-to-end digital maturity
assessment

NA

NA

78%

80%

DPO Certification

Percentage of DPO certified with oneof the external official certifying bodies(worldwide scope)

NA

NA

57%

70%

C+A

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

CAPGEMINI

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4.4.3.4

Responsible procurement (program andmain achievements in 2021)[GRI 102-10]; [GRI 308-1]; [GRI 308-2]; [GRI 408-1]; [GRI 409-1]

Responsible procurement program
Our supply chain serves our clients and ensures our internal operations
are conducted properly. We strive to guarantee an alignment with
our ethical standards and the expectations of our clients. For overten years, the Group has had a mandatory purchase order policy
and a Global Purchasing System, which gives a clear picture of all
our activities from sourcing to payment.
By 2030, suppliers covering 80% of the purchase amount of
the previous year, will have committed to our ESG standards.

The Supplier Standards of Conduct

4.

Since 2015, Capgemini has implemented the Supplier Standardsof Conduct, which formalizes the standards that will be appliedand enforced within its business relationships with its suppliers.
The terms of the Standards of Conduct define the prerequisites
regarding ethics and compliance, Corporate Social Responsibility,
and sustainable development. It also defines our policy regarding
the terms of our trade relations with our suppliers, such as the
mandatory purchase order as a prerequisite to any commercial
commitment. It is critical to Capgemini that its suppliers – including
their employees and supply chain – are committed to maintaining
the highest ethical standards, preserving the environment andadhering to all applicable laws, including, human rights andanti-corruption laws while avoiding the perception of potential
conflict of interests. Our standards can be met only with our
suppliers’ cooperation and commitment.
All suppliers have to adhere our contractual requirements.
The Supplier Standards of Conduct also contains provisions forCapgemini suppliers to flow down its requirements through their
supply chain. The Supplier Standards of Conduct are available atthe following link (in English): https://www.capgemini.com/ourcompany/supplier-standards-of-conduct.
Capgemini Procurement department complies with the Blue Book,
which includes the Group values, our ethics, compliance, and CSR
policies, and respects all the national and international legal andregulatory frameworks in place (see Section 3.1.1 – Definition ofinternal control and risk management system).
The importance attached to suppliers’ relationships is reflected in
all the guidelines related to the selection and management of our
suppliers. An assessment process is included in the referencing andsourcing procedure, aiming at identifying and preventing financial
and non-financial risks. If necessary, mitigation measures can be
defined, and corrective actions may be required. Suppliers presenting
a serious risk may be excluded from the business transaction andblocked from the Capgemini Global Purchasing System.

Supplier Relationship Management Program (SRM)
Since 2015, Capgemini procurement department has been
implementing a program to build a robust supplier base, and boost
relations with our main trading partners to create value for ourclients. This program also aims to reduce our exposure to supply risk
and control any discrepancies with our supplier relationship policy.

210

Supplier Relationship Management (or SRM) is one of the main rolesof the Procurement department, and without a doubt, the mostimpactful in the long run. It enables Capgemini and its suppliers toalign their roadmaps, optimize operational performance, encourage
co-innovation, positively affect the total cost of ownership, andkeep risks under control, including ethical risks. This requiresorganization, clear communication plans and regular performance
reviews covering all aspects of the commercial relationship to be
fully aligned. It fosters trust at decision-making level and ensuresbetter cooperation in achieving shared objectives.
Capgemini Procurement department assesses all aspects of supplier
relationships using a time, quality, responsiveness, delivery, costand environment approach. It implements this program with thesupport of a digital platform, so this approach can be extended
to a wider range of suppliers.

Main achievements in 2021
[GRI 102-9]; [GRI 407-1]; [GRI 414-1]; [GRI 414-2]
Capgemini Global Purchasing System currently has over 37,000 active
suppliers and subcontractors. Having such a large supply chain,covering several continents, raises a number of issues and canlead to risks. As such, we remain vigilant about defending humanrights and preserving the environment.
An assessment process is included in the procedure for referencing
our suppliers using a digital platform. It aims to identify and prevent
financial and non-financial risks and covers the risks of unethicalreputation and more specifically corruption in our potential
partners. If necessary, mitigation measures can be defined, andcorrective action plans may be required. Suppliers presenting aserious risk may be excluded.

The Supplier Standards of Conduct and ESG Standards
In 2021, 52% of new suppliers above 50 K euros spend committed to
the ESG Standards enforced by the Supplier Standards of Conduct
commitments – since 2020, this number improved by 14 percentage
points (38% was reported in 2020). The referencing procedure forour suppliers now incorporates their formal commitment to theterms of this code, using a fully digital process, to improve the way
our policy is implemented in this regard.
For suppliers reluctant to commit to Capgemini Supplier Standardsof Conduct, a gap analysis process was designed to analyze potential
gaps and equivalencies between the Supplier’s Code of Business
Ethics and Capgemini Supplier Standards of Conduct. Any missing
provisions and standards or guarantee from the supplier’s Code ofBusiness Ethics is reported into a Sustainable Commitment Letterto ensure equivalency of provisions. As a results various forms ofinwriting commitments are now available.
In 2021, the introduction of the new ESG KPI targeting the moststrategic purchase reports 49% of procurement with an annual
spend above 250 K euros are covered by the ESG Standards enforced
by Supplier Standards of Conduct commitments.
In 2022, further ESG and Compliance reviews will be integrated
within the reviews of our most strategic suppliers as part of the
SRM program.

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Focus on sustainable procurement in the United Kingdom – Since
2010, Capgemini UK has assessed all suppliers against ESG risks
including the risks of modern slavery and human trafficking in its
organization and supply chains, thus complying with the UK Modern
Slavery Act 2015 and strengthening the Company’s commitment
to human rights across the supply chain. Capgemini Transparency
Statement is available to all stakeholders on the Group’s website.
It states that Capgemini UK has a zero-tolerance approach withregard to human rights abuse such as forced and compulsory labor,
slavery, servitude, and human trafficking.
Capgemini UK is committed to its employees, clients, and suppliers
to take appropriate steps to eradicate modern slavery in thebusiness and the supply chain. A risk mitigation plan is in place toensure continuous improvement which includes general Capgemini
UK population training as well as specialist training. The Company
maintains a policy prohibiting agents and sub-contractors fromengaging in modern slavery and requires that our Company
promptly terminates any agents, sub-contractors or sub-contractor’s
employees who have engaged in modern slavery-related activities.
In particular, the UK Procurement team assesses all new suppliers
and re-assesses existing suppliers annually. The scope includes
ethics, anti-bribery, modern slavery, labor law, environment, Health& Safety, business continuity and social value. In 2021, more than
236 suppliers were assessed – in particular suppliers providing car
leasing, global Bible paper and global promotional goods as part ofrequest for proposals (RFPs). Amongst them, five suppliers were
found to be non-compliant and deactivated. The assessment system
is now being used as part of the selection process for global RFPs.
Digitization of the procurement process
Capgemini has deployed a digital platform to cover the sourcing
and procurement processes end-to-end in order to make sureits Supplier Relationship Management policy is properly applied.
Altran integration follow‑up
Since 2021, the Capgemini group Procurement policy is applicablewith the same level of expectation to the whole Capgemini group
including entities merged within Capgemini following Altranacquisition.
Capgemini is performing a process and tool integration of Altran
entities aiming at providing those entities with the same meansand capabilities than the rest of Capgemini group, to comply toCapgemini’s compliance, ESG, ethical standards and processes. In
the meantime, Capgemini target global tools are delivered, andwe defined a transition plan for the policy items that require to
be supported by global tools. This process and tools integration
stream is underway with a target completion date by early 2023.
In 2021, Altran (or ER&D) suppliers were informed that the Capgemini
Supplier Standards of Conduct shall apply as of January 2021. In
2021, as part of Altran central database (eProc tool), 40% of ER&D
procurement was covered by the Capgemini Supplier Standardsof Conduct.

CAPGEMINI

4.4.3.5

Group Tax Policy[GRI 207-1]; [GRI 207-2]; [GRI 207-3]
As a global leader in consulting, technology services and digitaltransformation, we have offices in more than 50 countries andoperate in a sector in constant evolution.
Due to the international nature of its activities, the complexity
and/or the absence of clarity of certain national or internationaltax regulations, the Group is exposed to tax risks. We strive toconsider all existing factors in this environment in order to makethe right tax decisions, even when there is uncertainty.
We operate within well established and publicly advocated corevalues, such as honesty and trust, and a robust internal Code of
Ethics, and we are internationally recognized in this regard (seeSection 4.4.2 for additional information).
The Group’s commitment to ethical behaviour is directly reflected
in its management of fiscal affairs through the following approach:1) Capgemini implements a responsible, reasonable andcoherent approach to its tax obligations, suited to its
activities and reputation.
2) The Group recognizes its revenue and pays its taxes in the
countries where it is located, thus reflecting the actual value
generated by its activities. Details of the Group’s Income tax
expense and Deferred taxes can be found respectively in
Note 10 and Note 17 of the financial Section of the Group
Universal Registration Document.
3) Tax evasion is against Capgemini’s Values. The Group does
not participate in aggressive or unethical tax planning. It
does not create nor use opaque or artificial structures,or non-operational entities located in Non-Cooperative
Countries and Territories as defined by the French andEuropean Union regulations, and continuously revises
its legal structure to ensure it is suited to its operational
needs. If, in the context of an acquisition, Capgemini inherits
such entities, it is committed to either eliminating them oraligning their tax policy to Capgemini’s as soon as possible.
It undertakes to apply arm’s length prices in its internalcross-border transactions, in accordance with internationallyrecognized fiscal principles.
4) The Group’s tax planning is limited to enjoying existing tax
measures and tax relief, after honest and objective analysis,
and in accordance with the laws.
5) The Group Values also apply to relationships with the tax
authorities. Capgemini maintains a cooperative, transparent,
and courteous relationship with them, in every country.
Capgemini undertakes to respond within the given time
limits to all requests from the tax authorities, to comply withall filing and reporting obligations and to pay its taxes ontime. Capgemini’s tax situation and tax practices are regularly
audited; in case of divergence of interpretation with the tax
authorities on unclear tax concepts, Capgemini may decideto bring the case to litigation, based on solid grounds.

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Governance: leading with trust and transparency

6) Given the complexity of the fiscal context in which Capgemini
operates, an internal Tax function monitors regulatory
developments, and provides the Group companies with theappropriate advice and education. This function is composedof a network of dedicated and experienced tax experts
based in our main regions, which make their counterparts
aware of tax issues and promote a good fiscal governance.
Regular interaction with stakeholders, combined with theappropriate involvement of Tax teams, ensures that potential
risks are identified in a timely manner, and that appropriate
mitigation measures are implemented where necessary. ThisTax function regularly assesses its resources to ensure thatthey are consistent with the needs of the Group.

4.

7) Capgemini recognizes that the use of external tax
advisors, which are chosen by the Group according to their
qualifications and reputation, adds value, particularly whenproviding advice on new legislation and interpretation ofcase law. All advice thus received is reviewed internally toensure that any resulting action complies with the Group’s
tax principles.
The principles mentioned above, which are approved by the Group’s
Board of Directors, apply to all entities which are part of the Group,in every country and to all taxes due.

4.4.4

Cybersecurity(Protect and secure infrastructure and identity – ESG priority H)

4.4.4.1

Group Cybersecurity strategy, governance,and policy[SASB TC-SI-230a.2]— we are enhancing our Cybersecurity capabilities. To tackle
the huge skill gap in the cybersecurity domain, we accelerate
automation in monitoring processes and develop a Groupwide Cybersecurity community.

Strategy

GovernanceCapgemini cybersecurity strategy addresses the surge in cyber risks
with a comprehensive Board-sponsored governance and program.
To this end, the Group Cybersecurity Department is reporting to theGroup Executive Board and is tasked with anticipating, preventing,and mitigating cyber risks which could impact internal assets andsystems used for projects conducted with our clients.

The Group Cybersecurity Department is headed by the Group Chief
Cyber Security Officer, reporting to Head of Group Operations,
Transformation, and Industrialization. This dedicated department
comprises four domains dealing with technology architecturesand standards (responding to threats), cyber risk management(managing Group cyber risk register, supporting Group functionsand Group accounts, leading third party security assessment),
cyber protection and compliance (managing policy framework,
awareness-raising, compliance plan and transversal projects) andfinally security operations (monitoring threats and cyber-attacks,
managing cyber incident and crisis).

The Group continuously improves the security of its tangible andintangible assets and compliance with its contractual commitments.
A Group Baseline Policy aims to align with laws and regulations(e.g., network and information security (NIS) Directive of July 6,2016 – GDPR European regulation of April 14, 2016) and standards(e.g., NIST 800-53 and ISO27001:2013 at least).
The department aims to implement necessary and tailored
preventive/protection and detection/response measures to haveeffective data, infrastructure and identity protection obligations
implemented with all stakeholders. This includes alignment andsupport with the Group Data Protection program to ensure Data
Security policy and Security Incident and Data Breach Management
policies are enforced. Capgemini’s growth and the pandemic haveintensified the centrality of our IT infrastructure and cybersecurity
plan. Our 2022-2025 strategy incorporates three major elements:— recent cyber-attacks showed the risks within the digital
supply chain given today’s fast development of work fromhome models and transition to the cloud. We are enhancing
overall security with our clients, our suppliers, and partners byimplementing security-by-design in delivery environments;— our protection and defence mechanisms are built on the“Zero Trust” concept: “never trust – always verify” whether
inside or outside the Company, to protect what is the mostcritical (identities, applications, and data) and always verify
accesses. We need to stay at the forefront of cybersecurity
to cope with even more powerful attacks;

212

The Group Cybersecurity community is the foundation of ouroperating model to deploy and enforce Group Cybersecurity
Strategy and Policy Framework, collaborate on joint initiatives andprojects, and manage cyber incidents. This community includes
the Group’s Cybersecurity Department and:— the Chief Information Security Officers in all Units(reporting to Head of Operations), who are responsible forthe deployment of the strategy and policies within theirorganization, in service offerings, client projects and internal
information systems. In each country where the Group
operates, the Chief Information Security Officer liaises withlocal Data Protection Officer and national authorities.
— the Delivery Security Managers responsible for the
cybersecurity of projects conducted for our clients,
guaranteeing the application of our internal policies/
practices and compliance with our contractual commitments.
Since 2020, a Cyber-Risk Score Card was expanded to include multiple
metrics demonstrating the cybersecurity posture (Groupwise andUnit-wise). It is reported monthly to the Group Executive Boardand each entity Management Board to demonstrate progress anddefine required actions.

2021 UNIVERSAL REGISTRATION DOCUMENTOUR ESG COMMITMENT AS A RESPONSIBLE LEADER
Governance: leading with trust and transparency

Policy4.4.4.2

The Group Cybersecurity Policy Framework is a series of documented
requirements rolled out uniformly in all countries where the Group
operates and is founded on international standards and enforcedin every entity. The Baseline Policy includes 102 minimum andmandatory controls to get a harmonized posture across the Groupand is associated with 22 policies, organized in 3 categories (People,
Management and Technology) and used for ISO 27001 certification.
A specific process is in place to document, report, validate andtrack any exception to policy controls.

In 2021, our main projects focused on improving the resilience of
our “Corporate Directory” as well as implementing a unified process
for cybersecurity and data incidents management. In addition,
the management process of our cyber risks was reinforced in
the context of the supply chain (with our suppliers, clients, andpartners) and acquisitions.

In addition, mandatory technical guidelines and standards support
the implementation of each policy to secure data, endpoints,
networks, systems, applications.
ISO 27001:2013 certification of our operation centers and sensitive
facilities is one of the mandatory controls of the Baseline policy.
Since our Group is constantly transforming and growing, wemonitor and report our units situation monthly as a part of the
Cyber-Risk Score Card.

Main achievements in 2021

A three-year program is setup based on three pillars: “Zero Trust”
architecture (identity management, micro-segmentation, contextual
access to applications), enhanced cyber capabilities (increased
technology and resources in the security operations center) andsupport to business (industry focused cyber threats, managementof incidents). A Group ISO 27001 initiative has been launched toobtain a global ISO27001 certification which will further improve
efficiency in the units and is a pre-requisite to a future GroupISO 27701 certification (for data privacy).
Since 2019, the Group Cybersecurity Department performs anannual Baseline Policy compliance review across all units. In 2021,
four additional cybersecurity policies were included in this review.
The results are reported to the Group Chief Cybersecurity Officer,
the CISO units and Management Board.
2020

2021

2022
targetCapgemini

7.9

8.1

-

Altran

6.5*

7.9**

-

Combined

7.8

8.1

8.5

Baseline Policy Compliance (out of 10)***

Altran 2020 baseline compliance assessment did not include all their business entities.
Altran 2021 baseline compliance assessment was performed as Capgemini Engineering Unit.

A cyber risk awareness-raising and training program is mandatory
for all employees to ensure common rules and discipline arerespected across the Group. In 2021, an escalation process has

been implemented to disable a new joiner’s account in case ofnon-completion of the mandatory cybersecurity training within
the 45 next days after joining the Group.

All employees completion rate

2020

2021

2022
targetCapgemini

81%

95.5%

-

Altran*-75%-

Combined

-

91.3%

100%

New joiner’s completion rate

2020

2021

2022
targetCapgemini

90%

96.2%

-

Altran*-

44%-

Combined

-

90.9%

95%

*

Altran numbers presented include Altran training which is retaken each year by all employees.

ISO 27001 certification of the operation centers and sensitive facilities is mandatory and monitored at Group level. In 2025, Capgemini
aims to have 98% of its activities covered by ISO 27001 certification. In 2021, this mandate was extended including both Capgeminiand Altran sites.

CAPGEMINI

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OUR ESG COMMITMENT AS A RESPONSIBLE LEADER
Compliance with duty of care legislation (devoir de vigilance)

2020

2021

2022
target220 – 95%

269 – 88%-

Altran-42 – 32%-

Combined-

311 – 80%

85%

ISO 27001 certification coverage

Capgemini

As Altran facilities are gradually being transferred to Capgemini’s
facilities, duplicate certifications may be present.
Since 2019, several external Cyber Rating agencies are used to
expand the visibility of the Group Cyber Risk Posture. These agenciesdeliver a periodic rating of both Capgemini Management Systemand external facing assets. Updates are reported monthly and arepresented to the Group Executive Board.

CyberVadis (out of 1000)

2020

2021

2022
target2025
target2030
targetCapgemini

925

929

940

940-950

940-950

The objective for CyberVadis is to maintain our score between 925-940 and remain in the top 3% performer, while knowing that the
rating criteria are evolving each year, thus raising the bar.
2020

2021

2022
target2025
target2030
targetCapgemini

7.3 (B)

7.3 (B)-A rating

A rating

Altran5.8 (C)

7.9 (B)-A rating

A rating

7.3 (B)

7.5 (B)A rating

A rating

2030
targetRiskRecon (out of 10- 6-month average)

Combined4.

The objective for RiskRecon is to maintain our score at 7.5 in 2022 and reach an A rating by 2025.
2020

2021

2022
target2025
target550 (Basic)

580 – Basic

-

-

-

640 –
Intermediate--

550 – Basic

580 – Basic

750

750+
Advanced

BitSight (out of 900 – 6-month average)

Capgemini
AltranCombined

800+
Advanced

The objective for Bitsight is to maintain a 750+ score in 2022 and exceed the average of our top ten competitors by 2025.

4.5

Compliance with duty of care legislation(devoir de vigilance)

4.5.1

Scope and methodology

Since 2017, further to the statute no. 2017-399 covering the duty ofcare (devoir de vigilance) of parent companies and purchasers, it ismandatory for French companies with more than 5,000 employees
to develop and implement a reasonable plan (plan de vigilance) to
identify risks and prevent serious violations with regard to humanrights and fundamental freedoms, people’s health and Safety andthe environment, resulting from its own activities and those of
their subsidiaries, subcontractors and suppliers.

214

Meeting our duty of care obligations is a long-term commitment
subject to continuous improvement. Accordingly, in 2021 we havebuilt on our previous achievements to consolidate our risk mappingand set up a governance model.

2021 UNIVERSAL REGISTRATION DOCUMENTOUR ESG COMMITMENT AS A RESPONSIBLE LEADER
Compliance with duty of care legislation (devoir de vigilance)

4.5.2

Duty of care plan

In 2021, the Group set up a specific Steering Committee which includes representatives of various functions (human resources, security,
real estate, Corporate Social Responsibility, procurement and ethics and compliance), which updated the Group’s duty of care (plan devigilance) plan as follows.

Risk Mapping
In 2021, the Group reviewed its risk mapping exercise undertaken
in 2020 (covering both ESG risks and risks specific to its duty ofcare obligations) through consultation of internal and external
stakeholders. For more details, please refer to Sections 3.2.2 and4.1.3.2. This updated risk mapping exercise identified the ESG risks
set out in Section 4.1.3.2. as also relating to the Group’s duty ofcare in the following areas concerning the Group (including its
subsidiaries) and/or its supply chain:

ESG Risks

Scope

Health & Safety
Country political risk & natural disasters (climate change adaptation)*Group

Personal security and occupational safety risks*Group

Human Rights
Non-compliance with labor or environmental laws

Group/Supply Chain

Unethical BusinessGroup/Supply Chain

Diversity

Group/Supply Chain

Deterioration of Labor relations

Group

4.

PeopleInsufficient development and maintenance of skills*

Group

Failure to attract, develop and retain and/or loss of key talents and Executives/Managers*

Group

Environment
Climate change-Transitional risk**

Supply Chain

These risks have been identified as priority risks requiring specific attention and action plans.

In addition, in 2021 the Group has proceeded with:— a specific human rights sub-risk mapping exercise, which willserve as a basis for its human rights program in 2022;— the Climate Change Risk Assessment (CCRA), a process thatinvolves identifying, prioritizing, and managing risks brought

CAPGEMINI

by climate change to our business strategy, operations, people,
reputation and finances, with stronger alignment to therecommendations from the TCFD (see Section 4.2.2 Impactsof climate-related risks and opportunities for our business).
The Group CCRA is complimented by country level CCRAs in
Capgemini’s biggest operating locations.

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OUR ESG COMMITMENT AS A RESPONSIBLE LEADER
Compliance with duty of care legislation (devoir de vigilance)

Evaluation Procedures
In addition to the procedures set out below, in 2022 the Groupplans to proceed with in depth reviews of certain subsidiaries
on ethical and compliance matters, and the internal audit team
Environment

proceeds with regular audits of our various subsidiaries on ethicalmatters and reports to the Ethics and Governance Committee of
the Board of Directors.

With respect to environmental risks, Capgemini has an Environmental Management System (ISO 14001:
2015 certificate) which allows us to identify and manage this category of risks, in compliance with
the national and international regulatory frameworks in force and its own objectives. Altran also
has ISO 14001 certification in place in some of its strategic sites and by the end of 2022 we will bringremaining countries and sites fully into the scope of our global certificate.
In addition, the Group approach to assessing climate change risk has been developed by adapting thecurrent Group corporate risk approach to incorporate the structure and the recommended best practices
from the Task Force on Climate-related Financial Disclosures (TCFD).
Another initiative has been created in collaboration with the global procurement team which aims tomeasure the carbon footprint of goods and services purchased with the ultimate objective to cut down
the carbon footprint to half the assessed amount by 2030.

Human rights

We remain vigilant about defending human rights and preserving the environment. The importance that
we attach to suppliers’ relationships is reflected in all the guidelines related to selecting and managing
our suppliers and their ethics.
Specific initiatives have been created and implemented to ensure compliance with the UK Modern
Slavery legislation and the Australian Modern Slavery legislation, which includes specific diligencescreening of suppliers.
In 2021 we also proceeded with the first Group-wide Diversity and Inclusive survey (see Section 4.3.3.2(c)). We also regularly solicit employee feedback as part of the ethical and culture survey through theGroup’s monthly Pulse survey (see Section 4.3.1).

4.

Health & Safety

Regular risk assessments are held to identify potential risks with special attention to psychosocial, healthand building elated risks as set out in Section 4.3.4. In addition, the Group is certified ISO Standard 45001
for occupation health and Safety management systems.
Furthermore, various surveys are periodically carried out to gather data and assess employee experience,such as quality of life survey, remote working survey… (see Section 4.3.4)

Responsible Purchasing

The Group’s procurement team has put in place strong procedures and policies covering the evaluationof its supply chain as further described in Section 4.4.3.4.

Appropriate actions in order to mitigate the risks and prevent serious harm
[GRI 307-1]
The Group has implemented many programs to mitigate its risks in these areas.
Environment

Please refer to Section 4.2 for complete details on the Group’s environment program.

Ethics and Human rights

The Group has put in place a strong Ethics program as set out in Section 4.4.2, including a Code of Business
Ethics and a Code of Ethics for artificial intelligence. In particular, Capgemini’s Human Rights Policy
published in 2021, provides a clear framework for the Group and its employees to continue protecting
and upholding human rights.
In addition, Capgemini’s commitment to the eradication of modern slavery is evidenced in its transparency
statements in the United Kingdom and in Australia.
Diversity and non-discrimination initiatives are set out in Section 4.3.3.

People – Employee
Development

Talent attraction and retention programs as set out in Section 4.3.1.
Training aan
nd cacareer dedevelopment pr
programs asasset ou
out iinnS
Se
ect ion 4
4..3. 2.
Diversity and Inclusion initiatives as set out in Section 4.3.3.

Health & Safety

216

Health, safety and well-being programs set in Section 4.3.4:— health and Safety during the pandemic;— health and Safety with our external partners;— health and Safety when traveling and operating in high-risk countries.

2021 UNIVERSAL REGISTRATION DOCUMENTOUR ESG COMMITMENT AS A RESPONSIBLE LEADER
Reporting scopes and methodologies

Whistleblowing mechanism and reporting system

Monitoring and Evaluation System

The ethics helpline, SpeakUP, is open to our team members,customers, suppliers, and business partners to report alerts and/or
ask for advice and guidance about actions or behaviour that (1) are
not aligned with our values, our Code of Business Ethics and related
Ethics & Compliance policies, (2) not in compliance with applicablelaws, or (3) may significantly affect vital interests of Capgemini andits affiliates. See Section 4.4.2 for more details. Our suppliers havebeen informed of the availability of the Group’s helpline (SpeakUP)
in the Supplier Standards of Conduct (see Section 4.4.3.).

Monitoring the Group’s duty of care is part of the Group’s Ethics andCompliance programs – for more details on ethics and compliancegovernance see Sections 4.4.2 and 4.4.3.
In addition to the above, a specific Steering Committee has been set
up to review the risk mapping and associated action plans, as well
as monitor the progress of initiatives undertaken under the Duty ofCare program. The Steering Committee includes representativesof various functions (human resources, security, real estate, CSR,
procurement and ethics and compliance).
The Group has set up a non-financial reporting system including
key performance indicators to measure the results of the policies
implemented throughout the Group, including the subsidiaries (seeSection 4.6.3. – Non-financial performance indicators).

4.6

Reporting scopes and methodologies

4.6.1

Alignment with French legal requirements on Déclaration deperformance extra‑financière

Following the implementation in France of the European directive
2014/95/UE of 22 October 2014 with regards to the disclosure of socialand environmental information (19 July 2017), Capgemini publishes
its statement on non-financial performance in its management
report. As a listed company, Capgemini must disclose in the 2021
report its action plan to measure the social and environmental
consequences of its activities, including information on theconsequences of its activity on human rights and on the fightagainst corruption and tax evasion. The non-financial information
to be disclosed is described as follows:— the Company’s business model, including key resources, main
activities, main achievements, strategy;— the main non-financial (ESG) risks related to the Company’s
activity or the use of its products and services;— the policies implemented to manage these risks (including
due diligence procedures, where applicable); and— the actions implemented during the year and the results ofthese policies, including performance indicators.
We have structured the different Sections of the reports as follows:— Capgemini’s business model highlights our value creation
model and resources. For more information, please refer to
Section 1.1.3 for a description of our four main activities,
Section 1.1.4 for our offers’ description, Section 1.2 dealing
with our market, our competitive environment, our relations
with strategic partners and dialogue with stakeholders, andto Section 1.3 for a deeper overview of our business strategy;— the main risks related to the activity of the Company arepresented in three Sections:–––

Section 3.2.1 : Presentation of the Group critical risks to
be disclosed in the non-financial information reporting,
Section 3.2.2 : Presentation of ESG Materiality
assessment,
Chapter 4: Presentation of Materiality Matrix and ESG
risk mapping as well as details of each material topic(non-financial reporting).

CAPGEMINI

Material topics are defined as the economic, social, and environmental
issues that influence the organization’s ability to create value. Thisis determined by considering their effect on the organization’s
strategy, governance, performance, or prospects.
We present our non-financial risks related to our business modelin a double manner: we have decided to identify both our material
risks and topics to be included in this non-financial information by
relying on two methodologies for assessing risk and materiality
at the Group level. Indeed, to ensure the exhaustivity of our risk
analysis, we performed an analysis of the Group risk mapping(see Section 3.2.2 ), the materiality assessment and a dedicatednon-financial (ESG) risk mapping.
The materiality assessment aims at identifying economic, social,environmental and governance material topics considering internaland external stakeholders. In 2014, we carried out our first materiality
analysis. In 2018 and again in 2021, we gathered insights from apanel of stakeholders, which led to a strategic dialogue between
internal and external viewpoints and the strengthening of ourmateriality analysis. We represented Capgemini’s full ecosystemand prioritized our stakeholders based on our level of engagementwith them. By questioning senior Managers representing theGroup leadership, we identified and selected topics that had an
impact on our ability to create long-term value (see Section 3.2.2
for more details on materiality assessment methodology). In 2020,
we established the non-financial risk mapping (consolidated in
2021 following stakeholder consultation) to meet requirements ofarticle R. 225-105 of the French Commercial Code (Non-Financial
Reporting Directive) and the French law on duty of care, leveraging
the work done earlier. The Group Compliance and Risk Management
departments approved this approach.
We identified 12 major risks related to 17 non-financial material
topics to be reported in the context of this new regulation, andthen matched these subjects with the corresponding existing andoverlapping critical risks within the Group. Those material topics
are aligned with our environment, social and governance policy
presented in the introduction of this Chapter. For each significant
risk, we set out the policies implemented to mitigate related risks
or missed opportunities, and the results of policies with related
key performance indicators. The materiality assessment and Group
critical risk mapping methodologies are set out in Chapter 3.

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Reporting scopes and methodologies— presentation of policies implemented:––

Section 3.2.1 : Policies implemented for Group criticalrisks,
Chapter 4: Policies implemented for Group material ESG
and human resources topics;— results of policies and performance indicators:––

Section 3.2.1 : Results of policies for Group critical risks,
Chapter 4: Results of policies and key performanceindicators for Group material CSR and human resources
topics.

4.6.2 Methodology and scope of non-financial performance indicators[GRI 102-45]; [GRI 102-46]; [GRI 102-48]; [GRI 102-49]
We decided to present the key performance indicators for eachmaterial topic according to the following structure:— indicator results for 2020;— indicator results for 2021 (except for new KPIs).
For any significant change between 2020 and 2021, explanations
are provided.
Consistency checks and trend analysis are performed regularly toguarantee the quality of data, and in case of doubt or inaccuracies,
corresponding data is excluded. The coverage rate specified for eachindicator is reported in the content of the report and summarized
below (4.4.2); when a methodological explanation is necessary, it
is provided in that paragraph.

4.6.2.1

4.

Focus on HR, labor indicators, Learning andDevelopment indicators

The Group’s HR and labor data comes from several sources, forgeneral management and reporting purposes:— the Group’s financial reporting tool, which provides datareported monthly or quarterly using common indicators,
such as total permanent headcount (permanent andfixed-term contracts including non-actively working,excluding temporary agencies staff, individual freelancers,
independent workers, subcontractors, trainees) andmovements (hires/acquisitions/departures/attrition rate) asof December 31, 2021. The scope of this data is Group-wide
and therefore, there is a link between the sustainability
reporting and the financial reporting;— an internal Business Intelligence (BI) tool, which is interfacedwith most local human resources systems within the
Capgemini legacy environment. It provides monthly statistics
on seniority, age range, gender and grade, wherever allowed
by law. 99% of Group employee’s data is consolidated within
this tool in 2021 including Altran and Germany. however,some data or some units are not interfaced, due to either
very stringent regulations on data protection, or due to thetime required to obtain agreement and build the appropriate
interfaces, in particular for acquired companies;

218— for some units not interfaced to the Group internal BI tool,
data will be manually collected and added to consolidated
data;— the Employee Engagement indicators are taken from thePulse platform run by an external provider used to run theengagement surveys. Glassdoor scores are taken from theCapgemini profile page on the Glassdoor website, which
is an external and independent provider of this external
attractiveness data.
For Learning and Development, the Group has implemented a systemaccessible to all Capgemini employees, called Next and powered byDegreed. Our Learning Management System (MyLearning) remains
our system of record for all our Learning hours.
Our learning ecosystem encompasses the full learning catalog (onsite and virtual courses, webcasts, videos…). It enables monitoring
and tracking of the training delivered.
In 2021, on Capgemini Engineering scope, employees have accessto the content through Next, but the global business line is not yet
on our Learning Management system, which is our global systemof record. This means that their learning hours figures are tracked
at country level within local training systems; annual figures areconsolidated once a year.
Hours of training tracked by the business units via MyLearning
system are calculated based on the predefined duration of eachtraining session (and not on the time effectively spent by employeeson the training). Reporting only on system-tracked hours allows us
to have full visibility down to the individual learning activity andsecures an auditable trail.
Regarding the diversity indicators:— the proportion of women in Executive Leaders represents
the proportion of Group Position Holders being women, i.e.
the important positions at Group level;— the proportion of women in Executive position represents
the % of women in Director and Vice-President positions (Eand F grades);— the proportion of women in Vice-President inflow represents
the % of women being appointed to a Vice-President position
either through the internal promotion process or throughexternal hiring in the course of the year.

2021 UNIVERSAL REGISTRATION DOCUMENTOUR ESG COMMITMENT AS A RESPONSIBLE LEADER
Reporting scopes and methodologies

4.6.2.2

Focus on digital inclusion indicators

Below are criteria for projects falling under digital inclusion:

Definition
A Digital Inclusion project/initiative can be any project that has
an objective of reducing the digital divide, giving disadvantaged
and digitally excluded people the necessary tools, means andskills to integrate in the new world order shaped by automationand digital revolution. As part of our Digital Inclusion strategy, we
also deliver projects where we leverage the power of technology
and innovation to solve societal issues and create positive impact.

Beneficiaries
Beneficiaries can be:— people who do not have any access to digital tools and are
excluded due to their lack of technological knowledge andskills e.g. the elderly, young school/college dropouts, former
offenders, people with disabilities, migrants, homeless, etc.;— disadvantaged youth who are NEET (Not in Education,
Employment or Training), people struggling with long term
unemployment and those in transition such as refugees, etc.;— individuals requiring reskilling following the loss of theirlivelihood as a result of automation;— individuals suffering from social or societal challenges which
can be tackled with a digital solution.

Objectives
An initiative will have to support either of the following objectives
to be classified as a Digital Inclusion project by the Group:— help marginalized and disadvantaged populations to beconnected to the “e” world: facilitating their access to digitalmeans and/or trainings to use technology in order to be moreautonomous regarding public and daily services (health,administration, education, etc.);— inspire youth towards the digital world and opportunities in
STEM (Science, Technology, Engineering, and Math streams):
enabling younger generations to develop digital skills,
thereby inspiring them to broaden their career’s scope;— train and reskill disadvantaged populations in digital tofacilitate their employability: specialized training or reskillingin market relevant digital skills with the aim of finding
sustainable employment in the new world of work. This
category of projects focused on enabling employment will
qualify as a Digital Academy project;— develop a technology solution to address/solve key societal
issues of our times (climate change, poverty, socio-economic
inequalities, healthcare, etc.). This category of projects will
qualify as Tech for Positive Futures projects.
Social/community impact projects cover any project with the aimof bringing a sustainable social and environmental impact in local
communities will be called a social/community impact project.

(1)

Projects supported/sponsored by the Diversity and/or Environmental
Sustainability Pillars will not be classified under this category.

4.6.2.3

Focus on Environmental Sustainability
indicators

We measure and track our environmental impact through ourglobal carbon accounting program. This process is facilitated by a
web-based carbon accounting tool through which we gather morethan 10 million data points every year, enabling us to analyze ourdata to a very granular level. Data on our key environmental impacts(energy usage, travel, F-gas, waste and water) is collected from35 countries representing 99% of Group headcount, with estimateddata for the remaining 1% of our operations. One central teammanages the data processing and validation, to ensure consistent,high quality and accurate data is available across the Group.
Our Greenhouse Gas (GhG) emissions are calculated following themethodology outlined by the Greenhouse Gas Protocol Corporate
Reporting and Accounting Standard, using an operational control
approach. Our Group-wide commitment to improving our environmental
performance is underpinned by a set of environmental targets
which are validated by the Science Based Targets initiative (SBTi)as being in line with 1.5°C climate science. These targets cover our
entire global operations.
All GhG emissions, except electricity, are calculated using the emission
factors recommended by the UK Government’s Emission Factors.
For electricity, as per the GhG Protocol, we calculate emissions in
two ways, using both the market-based and the location-based
approach. The CO2 emission data tables that we present in the
URD are on the basis of market-based emissions.
— Market-based emissions are calculated using supplier-specificemission factors where possible. Where these are notavailable, we have used a residual fuel mix factor, sourced
for from RE-DISS for countries in Europe and from green-e.
org for US and Canada. For a few smaller entities, we haveassumed an emission factor of 0 for electricity purchasedon renewable energy tariffs. In locations where neither
supplier-based nor residual fuel mix factors are available, wehave used a location-based emission factor.
— For the location-based approach, regional electricity
emission factors have been applied for the UK (BEIS 2020),
Australia (NGA), Canada (Canada National Inventory), China(China National Bureau of Statistics), and the US (eGrid). For
all the other countries, emission factors from International
Energy Agency (IEA) have been applied to calculate
Scope 2 location-based emissions. Scope 3 “T&D losses”
refers to electricity transmission and distribution grid losses
i.e. the energy loss that occurs in transmitting the electricity
from the generation source to our facilities.
Where possible, we gather actual data – such as kWh from digitalmetering systems or invoices and mileage data from travel agentsand expense systems, with 84% (1) of our reported emissions data
coming from actual data. The chart below provides a summary ofthe data sources used for each of the main sources of our carbon
emission.

This percentage is based on a data analysis executed in 2020.

CAPGEMINI

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OUR ESG COMMITMENT AS A RESPONSIBLE LEADER
Reporting scopes and methodologies

100 Kt COewhen it becomes available. In this report, this is particularly
the case for some Altran entities which are new to carbon
accounting and have been integrated into Capgemini’s
systems for the first time. For Altran entities that have notbeen able to collect data in time, data is estimated based on
similar Capgemini entities;

Estimated or extrapolated data
Converted data
Actual data

90
80
70
60

— when a small entity does not have the resources available tocollect the data – we report data on 98.6% of operations byheadcount, the remaining proportion is in smaller entities,
typically where there are less than 250 employees. In thesecountries, data is estimated based on the data of anotherentity in the same country or based on the Group average –with the estimation adjusted in proportion to the floor area/
headcount;

50
40
30

90%

20
10

88%

75%

82%

15%

Air
travelCar
travelHotelsTrains& taxis70%
Oﬃce Data centerelectricity electricity

The chart above indicates the breakdown of the data sources used
for our main emission sources. “Converted data” refers to actual
data which has been converted from one unit to another for the
purpose of calculating emissions – for example for our taxi andtrain travel, the majority of the data is converted from the actual
cost data into miles based on average ratios in each country. Data
is “Estimated or Extrapolated” in the following cases:— when actual data has been delayed beyond the reporting
deadline – this report is prepared in early January 2021, bywhich point not all invoices and expenses are submitted sodata is temporarily estimated and replaced by actual data

— when we do not have operational control of a facility
and therefore do not have access to invoices and plant
infrastructure – in many cases landlords and building owners
do provide actual data anyway, but in some cases, we use
estimations to fill data gaps;— when we are a tenant of a shared facility with no sub-meteringor tenant-specific data – in this case data is allocated basedon floor area or number of employees;— a percentage of employees do not book their travel throughthe approved travel agency – to account for these cases we
extrapolate the data by applying a percentage uplift to thetravel agency data.

4.

4.6.3 Non-financial performance indicators
Material topics

Non-financial information

Standards

Scope

2020

Peopleengagement

Average number of learning hours
per employee trained

404-1

C

45.5 √

A

22.2

C+A
Total number of training hours(millions of hours)

220

Number of people hired by the Group(external hiring)

401-1

SDG

SDG 4 & 8

45.7 √

C

9.8

A

1.1

C+A
Talent attraction,
retention &development

2021

12.8

C+A

47,002 √

139,594 √Number of new hires (acquisitions)

C+A

50,835

1,005

Employee voluntary attrition rate (%)

C+A

12.8% √

23.5% √

Total attrition rate (%)

C+A

18.5%

28.4%

SDG 8

2021 UNIVERSAL REGISTRATION DOCUMENTOUR ESG COMMITMENT AS A RESPONSIBLE LEADER
Reporting scopes and methodologies
Material topics

Non-financial information

Standards

Scope

Diversity& Inclusive
Environment

Breakdown of the headcount by gender

405-1

C+A

Share of women in the Executive
Committee

405-1[SASB TCSI-330a.3]

C+A

Share of women in Executive
leadership positions

Health, safety& well‑being

2021

SDG

Women:
33.7%
Men:
66.3%

Women:
35.8%
Men:
64.2%

SDG 5, 8
& 10

27.6%
20.4%

C+A

22.4%

Share of women among new
Vice-Presidents (internal promotions
and external hiring)C

30%

Share of women in the workforce

C

34.9% √

C+A

33.7% √

35.8% √

2,626

3,308

C+A

29.4%

Employees with disabilities

405-1

C+A

[NEW] Share of women in management
positions in revenue generating
functions

405-1[SASB TCSI-330a.3]

C+A

17.44%[NEW] Women in revenue producing
roles

405-1

C+A

34.9%

[NEW] Women in STEM related
positions

C+A

32.83%[NEW] Share of women in entry level
positionsC

45.85%
25.96%[NEW] Share of women in juniormanagement positions

405-1[SASB TCSI-330a.3]

C

Percentage of travellers who compliedwith the Snapshot process

403-5

C

88%

97%

C

19%

20%

C

194

187

C

158

171

C

398,791

Percentage of travellers who havefollowed the training (low risk countries)
Assistance Activity for travellers and/or expats (health, security, travel): total
number of interventions for employees

403-9

Number of serious events to monitor(terrorist attacks, flooding, tornadoes,
civil unrest, …) affecting employees
Digital inclusionand contribution
to localdevelopment

C

2020

Total number of Digital Inclusion
beneficiaries per year (Digital Academy+ Digital Literacy)

413-1

C+A

Total cumulative number of Digital
Inclusion beneficiaries (since 2018)

C

Number of Digital Academy graduates

C334,479

CAPGEMINI

Number of beneficiaries supported inDigital Literacy programs

C762,282

6,736
950

C+A

C+A

SDG 4, 5, 8
& 10

4,582

C+A
C

SDG 3

427,803

C+A

Number of Digital Academy graduates
hired by Capgemini

4.

1,389
394,209327,743

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Reporting scopes and methodologies
Material topics

Non-financial information

Standards

Scope

2020

2021

SDG

Climate change

Emissions per employee(tons CO2e per employee)

305-4

C+A

0.73

0.44 √

SDG 11 & 13

% change in emissions per employee
vs 2015 baseline

305-5

C+A

-83.6%

C+A-39.6%% change in emissions per employee
vs 2020 baseline

Environmental
management

Data Privacy

Absolute scope 1 and 2 emissions(tCO2e)305-1% change in scope 1 and 2 emissions
vs 2015 baseline

305-5

62,368 √

C+A

-68%

Share of operations covered by
ISO14001 (share by headcount)

C+A

85.9%

93.1% √

Energy efficiency (kWh/m²)

C+A

90.71 (1)75.22 √
56.9%√

Share of renewable electricity (%)

302-1[SASB TCSI-130a.1]

C+A

52% (1)Business travel emissions per
employee (tons CO2e per employee)

302-2

C+A

0.368 (1)0.187 √

C

92%

91%

A

86%

74%

C+A

122

285

Number of users whose information isintentionally used for a purpose that is
outside the primary purpose for which
the data was collected[SASB TCSI-220a.2]

C

0

0

(1) Number of public authorities
requests for user information,(2) number of users whose information
was requested, (3) percentage resulting
in disclosure information[SASB TCSI-220a.4]

C(1) 0 (2) 0(3) 0(1) 0 (2) 0
(3) 0

C

(1) 0 (2) 0(3) 0(1) 0 (2) 0(3) 0Number of substantiated complaints
related to customer privacy and lossof customer data received by theCompany

SASB TCSI-220a.3]

C+A

0

0

Number of data breaches notified asdata controller to competent Data
Protection Authorities[SASB TCSI-230a.1]

C+A

5

4

Percentage of revenues associatedto client engagements triggering
processing of personal data subject
to an end‑to‑end digital maturity
assessment[SASB TCSI-230a.2]

C+A

NA

78%

C+A

NA

57%

C+A

NA

0

Percentage of DPO certified with
one of the external official certifying
bodies
The amount actually paid to individuals
in the context of a data protection
claim against the Company processing
their personal data.

SDG 7,12
& 13

305-1

Percentage of employees attending
the data protection training(1) Number of law enforcement
requests for user information,(2) number of users whose information
was requested, (3) percentage resulting
in disclosure

222

78,638305-2

Number of requests of data subjects
exercising one of the rights granted
under GDPR

4.

C+A

[SASB TCSI-220a.3.]

SDG 162021 UNIVERSAL REGISTRATION DOCUMENTOUR ESG COMMITMENT AS A RESPONSIBLE LEADER
Reporting scopes and methodologies
Material topics

Non-financial information

Cybersecurity[NEW] Baseline policy compliance(out of 10)

Standards[NEW] ISO 27001 certification coverage

Scope

2020

2021

SDG

C

7.9

8.1

SDG 16

A

6.5

7.9

C+A

7.8

8.1

220 – 95%

269 – 88%CA

42 – 32%

C+A[NEW] CyberVadis score(out of 1,000)

C[NEW] RiskRecon score (out of 10)

311 – 80%
925

929

C

7.3 (B)

7.3 (B)A

5.8 (C)

7.9 (B)

C+A[NEW] BitSight score (out of 900)

C

7.3 (B)
550 – BasicA
C+A
Compliance

640 –Intermediate
550 – Basic

580 – Basic

Share of employees having completed
the e-learning module on:

SDG 16— Code of Business Ethics

412-2

C
A

NA

29%

— Anti-corruption policy

205-2

C (2)

96%

94.7%

85.8%
(AltranEurope)NA

97%(Altran
North
America/
India)

NA

81%

95.5%

A

— [NEW] Cybersecurity

C— Competition laws policy

96%

72%

A

75%

C+A

91.3%

C (2)

94%

93%
0

[NEW] Number of fines paid withregard to non-compliance withcompetition laws provisions

419-1

C+A

NA

Number of legal actions initiated undernational or international laws designed
primarily for the purpose of regulating
anti-competitive behaviour, anti-trust,or monopoly practices

206-1

C

NA

0

A

1 (3)

1 (3)

C

NA

Ratingachieved √[NEW] MSCI ESG’s rating on
Corporate Governance

CAPGEMINI

580 – Basic

4.

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Reporting scopes and methodologies
Material topics

Non-financial information

Standards

Scope

Values, Ethics &Human rights[NEW] Percentage of the workforce
with Ethics Score between 7-10

412-2

Alerts reported on SpeakUP

406-1

4.
Responsible
procurement

2020

2021

SDG

C

NA

85%

SDG 16

C+A

~279

~651

[NEW] Share of total alerts that are
no longer subject to action

C+A

NA

77%

Share of total anonymous alerts
reported on SpeakUP

C+A

44%

30%

Share of the closed discrimination
alerts and those established/proven

C+A

47%

57%

[NEW] Total number of alerts of
discrimination during the reporting
period

C+A

NA

24

[NEW] Share of discrimination alertsthat are no longer subject to action

C+A

NA

75%

[NEW] Share of the closed
discrimination alerts and thoseestablished or/proven

C+A

NA

17%

[NEW] Total number of alertsof harassment (including sexual
harassment and retaliation) during
the reporting period

C+A

NA

52

[NEW] Share of harassment alertsthat are no longer subject to action

C+A

NA

83%

[NEW] Share of the closed harassment
alerts and those established or/proven

C+A

NA

56%

C+A

38%

52%

Percentage of new vendors above
50K euros spend committed to the
ESG Standards enforced by SupplierStandards of Conduct commitments

308-1
308-2

SDG 3, 4, 5,
8, 10, 12, 13& 16

Notes:
Scope: (C) stands for Capgemini legacy, (A) stands for Altran legacy and (C+A) for Capgemini group.
KPIs in bold are KPIs related to the ESG policy.
(1) 2020 figures have changed due to one of the following reasons: we estimate the Q4 data but replace them with actuals once these are known or we may have received
updated data from POC or Prosodie data has removed as it was re-merged in 2021.
(2) Scope C stands for Capgemini legacy excluding Germany.
(3) These figures refer to the same procedure pending since 2018. Indeed, on November 8, 2018, Altran was subject to inspection and seizure operations by the Competition
Authority relating to alleged anti-competitive practices in the engineering and technology consulting sectors, as well as computer services and software publishing. To
date, the investigation is ongoing. The visit and seizure operations do not prejudge the outcome of the procedure or its possible financial consequences.
√
Indicates review by Mazars to level of reasonable assurance.

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2021 UNIVERSAL REGISTRATION DOCUMENTOUR ESG COMMITMENT AS A RESPONSIBLE LEADER
Reporting scopes and methodologies

4.6.4

Frameworks

Our ESG reporting is aligned with international
standards
Capgemini’s commitment, as well as the ESG policy, the indicators
dashboard, the 2025 and 2030 objectives and the strengthened
reporting process, meet the European and French regulatory
obligations, and are in line and consistent with the requirements
of internationally recognized standards:— the European Union Directive and the French regulations
on non-financial statement, known as the extra-financial
performance declaration (“Déclaration de performance
extra‑financière” or DPEF);— the French duty of care (“devoir de vigilance”) andanticorruption law (“Loi Sapin 2”), which are applicable inFrance since 2017 and 2016 respectively;— the ten principles of the United Nations Global Compact(UNGC), to which we communicate our progress;— the Taskforce on Climate-related Financial Disclosures(TCFD);— the Carbon Disclosure Project (CDP) climate change
questionnaire;— the SASB Software-IT-Services-Standard-2018;— the GRI standards 2016 to 2019, as published in May 2021;— the framework published by the Value Reporting Foundation(VRF);— the French Code of Commerce and the AFEP-MEDEF
recommendations on Corporate Governance.
Capgemini ESG index Capgemini discloses Environmental, Social,and Governance (ESG) data across several reports and websites.
For each subtopic, we map our existing disclosures to the Global
Reporting Initiative (GRI), the Sustainable Accounting Standards
Board (SASB), and the Task Force on Climate-Related Financial
Disclosures (TCFD) voluntary disclosure frameworks, as relevant
to our business.

4.

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OUR ESG COMMITMENT AS A RESPONSIBLE LEADER
External Report on the Déclaration de performance extra-financière

4.7 External Report on the Déclaration de performance
extra‑financière[GRI 102-56]

Report of the independent third-party on the verification of the consolidated
non-financial statement included in the Group Management report
This is a free translation into English of the Independent Third-Party’s report issued in French and is provided solely for the convenience ofEnglish-speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional
standards applicable in France.

For the year ended December 31, 2021
To the Shareholders,4.

In our capacity as an Independent Third Party, member of Mazars
Group, Statutory auditors of Capgemini group and accredited by
COFRAC Inspection under number 3-1058 (scope of accreditation
available on www.cofrac.fr), we carried out work aimed at formulatinga reasoned opinion that expresses a limited level of assurance on
the historical information (observed and extrapolated) of theconsolidated extra-financial performance statement, as well as at therequest of the Company and outside the scope of accreditation, aconclusion with a reasonable assurance on a selection of information,
prepared in accordance with the entity’s procedures (hereinafter
the “Statement”) for the financial year ended December 31, 2021
(hereinafter respectively the “Information” and the “Statement”),
presented in the management report of the Group in application of
the provisions of Articles L. 225-102-1, R. 225-105 and R. 225-105-1 of
the Commercial Code.

Conclusion
Based on the procedures we performed, as described in the “Natureand scope of our work” and the evidence we collected, nothing hascome to our attention that causes us to believe that the consolidated
non-financial statement is not presented in accordance with theapplicable regulatory requirements and that the Information,
taken as a whole, is not presented fairly in accordance with the
Guidelines, in all material respects.

Reasonable assurance report on a selection of information
For the information selected by the Company and identified by thesign √, we carried out, at the Company’s request and on a voluntarybasis, work of the same nature as that described in the paragraph“Nature and scope of the work” above for the key performanceindicators and for the other quantitative results that we considered
to be the most important. This work was carried out in greater
depth, particularly in terms of the number of tests.
The selected sample represents 63% of the workforce and between
48% and 81% of the environmental information identified by thesign √.
We believe that this work enables us to express reasonable assurance
on the information selected by the Company and identified by
the sign √.

Conclusion
In our opinion, the information selected by the Company andidentified by the sign √ has been established, in all material respects,
in accordance with the Standards.

Preparation of the non-financial performance statement
The absence of a generally accepted and commonly used frameworkor established practices on which to base the evaluation and226

measurement of the Information permits the use of different, but
acceptable, measurement techniques which may affect comparability
between entities and within the time.
Consequently, the Information must be read and understood withreference to the entity’s procedures (hereinafter the “Guidelines”),
the significant elements of which are presented in the Statement.

Limits inherent in the preparation of the Information
The Information may be subject to uncertainty inherent in the stateof scientific or economic knowledge and the quality of the external
data used. Some information is sensitive to the methodologicalchoices, assumptions and/or estimates used for their preparationand presented in the Statement.

The entity’s responsibility
The Board of Directors is responsible for:— selecting or setting appropriate criteria for the preparationof the Information;— preparing the Statement with reference to legal andregulatory requirements, including a presentation of thebusiness model, a description of the principal non-financial
risks, a presentation of the policies implemented considering
those risks and the outcomes of said policies, including key
performance indicators and also, the Information required
by Article 8 of Regulation (EU) 2020/852 (EU Taxonomy);— and implementing internal control procedures deemednecessary to the preparation of information, free frommaterial misstatements, whether due to fraud or error.

Responsibility of the Independent Third Party
On the basis of our work, our responsibility is to provide a report
expressing a limited assurance conclusion on:— the compliance of the Statement with the requirements ofarticle R. 225-105 of the French Commercial Code;— the fairness of Information (observed or extrapolated)
provided in accordance with article R. 225 105 I, 3° and
II of the French Commercial Code, i.e., the outcomes,
including key performance indicators, and the measures
implemented considering the principal risks (hereinafter the“Information”).
It is also our responsibility to express, at the request of the entityand outside the scope of accreditation, a conclusion of reasonableassurance on the fact that the information selected by the entityand presented in the Appendix has been established, in all its
significant aspects, in accordance with the Guidelines.
However, it is not our responsibility to comment on the entity’scompliance with other applicable legal and regulatory requirements,
in particular the French duty of care law and anti-corruption andtax avoidance legislation nor on the compliance of products andservices with the applicable regulations.

2021 UNIVERSAL REGISTRATION DOCUMENTOUR ESG COMMITMENT AS A RESPONSIBLE LEADER
External Report on the Déclaration de performance extra-financière

This is not our responsibility to express an opinion on:— the entity’s compliance with other applicable legal andregulatory requirements (in particular with regard to
the Information required by Article 8 of Regulation (EU)2020/852 (green taxonomy), the due diligence plan and thefight against corruption and tax evasion);— the truthfulness of the Information provided for in Article
8 of Regulation (EU) 2020/852 (EU Taxonomy);— the compliance of products and services with applicableregulations.

Regulatory provisions and applicable professional
standards
The work described below was performed with reference to theprovisions of articles A. 225-1 et seq. of the French Commercial Code,as well as with the professional guidance of the French Instituteof Statutory auditors (“CNCC”) applicable to such engagements
and with ISAE 3000 (1).

Independence and quality control
Our independence is defined by the requirements of article
L. 822-11-3 of the French Commercial Code and the French Code of
Ethics (Code de déontologie) of our profession. In addition, we have
implemented a system of quality control including documented
policies and procedures regarding compliance with applicable legal
and regulatory requirements, the ethical requirements and theprofessional doctrine of the French National Association of Auditors.

Means and resources
Our work was carried out by a team of 7 people between November 2021
and February 2022 for an average duration of 10 weeks.
To assist us in carrying out our work, we called on our specialists insustainable development and Social Responsibility. We conducted
about ten interviews with the people responsible for preparing
the Declaration, representing in particular the General Secretariat,
the legal, human resources, environment and digital inclusion
departments.

Nature and scope of our work
We planned and performed our work considering the risks ofsignificant misstatement of the Information.
— we are convinced that the procedures we have carried out
in the exercise of our professional judgment enable us toprovide a limited assurance conclusion;— we obtained an understanding of all the consolidated
entities’ activities and the description of the principal risks
associated;— we assessed the suitability of the criteria of the Guidelines
with respect to their relevance, completeness, reliability,
neutrality and understandability, with due consideration ofindustry best practices, when appropriate;— we verified that the Statement includes each categoryof social and environmental information set out in article
L. 225 102 1 III as well as information regarding compliancewith human rights and anti-corruption and tax avoidance
legislation;— we verified that the Statement provides the Information
required under article R. 225-105 II of the French Commercial
Code, where relevant with respect to the principal risks, andincludes, where applicable, an explanation for the absenceof the Information required under article L. 225-102-1 III,
paragraph 2 of the French Commercial Code;— we verified that the Statement presents the business modeland a description of principal risks associated with the entity’s
activity all the consolidated entities’ activities, including
when relevant and proportionate, the risks associated with
their business relationships, their products or services, aswell as their policies, measures and the outcomes thereof,
including key performance indicators associated to theprincipal risks;— we referred to documentary sources and conductedinterviews to:– assess the process used to identify and confirm theprincipal risks as well as the consistency of the outcomes,
including the key performance indicators used, withrespect to the principal risks and the policies presented,
and– corroborate the qualitative information (measuresand outcomes) that we considered to be the mostimportant presented in Appendix; concerning somerisks (Compliance, Digital Inclusion and Contribution
to local development), our work was carried out on the
consolidating entity, for the others risks, our work was
carried out on the consolidating entity and on a selectionof entities (see Appendix);— we verified that the Statement covers the scope of
consolidation, i.e., all the consolidated entities in accordancewith article L. 233-16 of the French Commercial Code within
the limitations set out in the Statement;— we obtained an understanding of internal control andrisk management procedures implemented by the entityand assessed the data collection process to ensure thecompleteness and fairness of the Information;— for the key performance indicators and other quantitative
outcomes that we considered to be the most importantpresented in Appendix, we implemented:– analytical procedures to verify the proper consolidationof the data collected and the consistency of any changes
in those data,– tests of details, using sampling techniques, in orderto verify the proper application of the definitions andprocedures and reconcile the data with the supporting
documents. This work was carried out on a selection ofcontributing entities (2) and covers between 48% and 96%of the consolidated data relating to the key performanceindicators and outcomes selected for these tests;— we assessed the overall consistency of the Statement basedon our knowledge of all the consolidated entities.
The procedures performed for a limited assurance engagement
are less extensive than those required for a reasonable assurance
engagement performed in accordance with the professional doctrineof the French Institute of Statutory auditors (“CNCC”). Indeed, theprocedures performed for reasonable assurance required morecomprehensive verification work.

Paris-La Défense, February 23, 2022
The Independent third party
Mazars SAS
Anne-Laure ROUSSELOU
Partner(1)(2)

Edwige REY
CSR & Sustainable Development Partner

ISAE 3000 – Assurance engagements other than audits or reviews of historical financial information
See Appendix

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External Report on the Déclaration de performance extra‑financière

Appendix: list of qualitative and quantitative information, including key performance indicators,
contributing entities and level of assurance
Verification
perimeter

Assurancelevel— Workforce at 12/31 and breakdown by gender, age, seniority andgeographic area
— Voluntary attrition rate
— External recruitments— Total number of training hours— Average number of training hours per employee

—
—
—
—

Capgemini France
Capgemini India
Altran France
Altran Inde

Reasonable— GhG emissions per employee and associated reduction— Share of electricity from renewable sources— Share of operations per employee covered by ISO 14001 certification

—
—
—
—
—
—

Capgemini India
Capgemini Italy
Capgemini France
Altran France
Altran India
Altran Italy

TopicsIndicators

HR

Environment

Governance— MSCI ESG Corporate Governance Rating— Capgemini

Ethics &Compliance— E-learning participation: Code of Business Ethics, Data privacy,
Anti-corruption policy, Competition laws policy— Capgemini

DigitalInclusion— Digital inclusion – number of projects supported— Number of beneficiaries of Digital Literacy programs— Number of graduates for Digital Academies— Capgemini France— Capgemini India— Capgemini Spain

Limited4.

2282021 UNIVERSAL REGISTRATION DOCUMENT

5.
Financial information
5.1

Analysis of Capgemini group consolidated results

230

5.1.1

General comments on the Group’s activity in 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 230

5.1.2

Comments on the Capgemini group consolidated financial statements and outlook for 2022 . . . . . . . . . . . . . . . 235

5.2

Consolidated accounts

5.2.1

Consolidated Income Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 237

5.2.2

Consolidated Statement of Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 238

5.2.3

Consolidated Statement of Financial Position. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 239

5.2.4

Consolidated Statement of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 240

237

5.2.5

Consolidated Statement of Changes in Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 241

5.2.6

Notes to consolidated financial statements for the year ended December 31, 2021 . . . . . . . . . . . . . . . . . . . . . . . . 243

5.2.7

Statutory auditors’ report on the consolidated financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 297

5.3

Comments on the Capgemini SE financial statements

5.3.1

Income Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 303

5.3.2

Balance sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 303

5.3.3

Appropriation of earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 304

5.3.4

Share capital and ownership structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 305

5.42021 Financial Statements

5.4.1

Balance sheet at December 31, 2020 and 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 306

5.4.2

Income Statement for the years ended December 31, 2020 and 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 308

5.4.3

Notes to the financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 309

303

306

5.4.4

Subsidiaries and investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 329

5.4.5

Statutory auditors’ report on the Company financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 330

5.4.6

Statutory auditors’ special report on related party agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 334

5.5

Other financial and accounting information

5.5.1

Five-years financial summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 335

CAPGEMINI

335

229

5.

FINANCIAL INFORMATION
Analysis of Capgemini group consolidated results

5.1

Analysis of Capgemini group consolidated results

5.1.1

General comments on the Group’s activity in 2021

In a context of strong global economic recovery, 2021 highlighted
an acceleration in the digital transformation of companies.
Capgemini was therefore ideally placed to reap the benefits of
its investment in innovate offerings and its position as a strategic
partner for its clients.
In 2021, Capgemini’s results thus exceeded objectives, as raised
twice during the year. This performance was also supported by the
successful integration of Altran, which has strengthened Capgemini’s
global leadership in the Intelligent Industry and generated thetargeted revenue and cost synergies ahead of plan.
The Group reported revenues of €18,160 million in 2021, up +15,1%
at constant exchange rates, slightly above the revised target range
of +14.5% to +15.0%. The operating margin increased by +25% invalue to €2,340 million. At 12.9% of revenues, the margin rate issignificantly above the minimum target rate of 12.7%. Organic
free cash flow generation totaled €1,873 million, up €754 million
on 2020, largely exceeding the €1,700 million target for 2021.

Financial performanceGroup revenues increased +14.6% on 2020 published figures,with constant currency growth of 15.1%. Acquisitions had a net
impact on growth of 4.9 points, mainly due to the consolidationof Altran from April 1, 2020. Organic growth (i.e., excluding theimpacts of currency fluctuations and changes in Group scope) is
therefore +10.2%. The activity acceleration observed in the second
quarter was thus confirmed in the second half of the year, acrossall Group regions.

5.

Digital and Cloud services – which account for around 65% ofCapgemini’s activity across the entire Group scope including
Altran – accelerated steadily throughout the year, reporting strong
double-digit growth at constant exchange rates, reflecting thepriority given by Group clients to critical digital transformation
projects. As expected, the Group also benefited from the synergies
generated by the Altran acquisition, in particular in the Intelligent
Industry market.
The operating margin increased by +25% in value to €2,340 million,
representing 12.9% of revenues. This is 1.0 point higher than in2020 and 0.6 point above the pre-pandemic level (12.3% for fiscal
year 2019). This significant increase in the operating margin rate isunderpinned by an improvement in the gross margin, supplemented
by lower operating expenses driven by the Altran cost synergies
and certain cost avoidance in context of the pandemic.

Capgemini’s operating profit is therefore up +22% at €1,839 million,or 10.1% of revenues.
The financial expense is €159 million, compared with €147 million
in 2020. This slight increase is primarily due to the full-year impact
of debt charge associated with the acquisition of Altran.
The income tax expense is €526 million, compared with €400 million
in 2020. This amount includes an expense of €36 million due to thetransitional impact of the 2017 US tax reform, as opposed to an
income of €8 million last year. Adjusted for exceptional items, theeffective tax rate is 29.2%, compared with 33.0% in 2020.
Including the share of profit of associates (€5 million) and after
deducting non-controlling interests (€2 million), net profit (Group
share) rises by +21% year-on-year to €1,157 million, while basic
earnings per share increase by +20% to €6.87. Excluding the capitalgain realized on the sale of Odigo, the increase reaches +38% forboth financial measures. Normalized earnings per share is €8.97.
Normalized earnings per share adjusted for the transitional tax
expense is €9.19, up +27% year-on-year.
Group cash from operations is €2,492 million compared with
€2,056 million in 2020, mainly due to the combined impact of revenue
growth and an increase in the operating margin rate. Conversely,
income tax payments totaled €440 million, a marked increaseon 2020 (€351 million). After a €529 million decrease in working
capital requirements, net cash from operating activities increasedto €2,581 million from €1,661 million in 2020. Acquisitions (net of
disposals) of intangible assets and property, plant and equipment
totaled €262 million, representing 1.4% of revenues, comparedwith 1.3% in 2020. Net interest paid and received resulted in a cash
outflow of €126 million, compared with €47 million in 2020, mainly
due to the first interest payments on the Altran acquisition debt.
On this basis, organic free cash flow generation totaled €1,873 million,up €754 million on 2020. This performance primarily reflects
the strong growth in Group revenues and the improvement in
its operating margin during the year, combined with a marked
reduction in working capital.
In 2021, Capgemini invested €369 million net in acquisitions. The
Group also paid dividends of €329 million (€1.95 per share) andallocated €200 million to share buybacks under its multi-year
program. Finally, the 8th employee share ownership plan, set-up
in the second half of the year, led to a gross capital increase of€589 million.

Other operating income and expenses represent a net expenseof €501 million, up €124 million year-on-year. This increase ismainly due to the €120 million capital gain realized in 2020 on thedivestment of Odigo. The mechanical increase in the share grant
expense linked to the increase in the Capgemini share price andhigher integration costs tied to Altran, were largely offset by lower
restructuring costs and acquisition costs.

230

UNIVERSAL REGISTRATION DOCUMENT 2021

FINANCIAL INFORMATION
Analysis of Capgemini group consolidated results

Capgemini’s balance sheet structure changed little in 2021. Given its
strong gross cash position, the Group completed the early redemptionof two bond tranches in 2021. A €500 million tranche maturing inNovember 2021 was redeemed in August and a €500 million tranchematuring in April 2022 was redeemed in December.
At December 31, 2021, the Group had cash and cash equivalents
and cash management assets of €3.5 billion. After accounting
for borrowings of €6.7 billion and derivative instruments, Groupnet debt is €3.2 billion at December 31, 2021, down significantly
compared with €4.9 billion at December 31, 2020.

Altran integration and synergies
Capgemini successfully completed the operational integrationof Altran, which began when the Group took effective control in
April 2020, with particularly great results notably in terms of talentretention, joint offerings development and commercial momentum.
As a testimony to the strong strategic and operational rationaleof this acquisition and its successful integration, the Group has
already achieved the expected revenue and cost synergies, aheadof the targeted three-year timeframe. Cost and operating model
synergies reached a run rate of more than 80 million euros at theend of 2021, compared with a target of 70 to 100 million euros
after three years. Similarly, revenue synergies already exceeded
350 million euros in 2021, compared with a target of 200 to
350 million euros after three years.

Operations by major region

11%
29%

United Kingdom & Ireland

North America

21%
France8%
Asia-Pacific & Latin America

31%
Rest of Europe

All Group regions posted double-digit growth at constant exchange
rates in 2021, reflecting the sharp acceleration in the Group’s
activities. This acceleration is also visible in most sectors, butparticularly in Manufacturing and Consumer Goods which wereheavily affected by the pandemic in 2020. Only the Energy & Utilities
sector reported muted growth.
Revenues in North America (29% of Group revenues) grew by +12.0%
at constant exchange rates, driven mainly by the TMT (Telecom,
Media and Technology), Consumer Goods and Manufacturingsectors. The operating margin rate improved further to 15.9%,
from 14.8% in 2020.
The United Kingdom and Ireland region (11% of Group revenues)
had a particularly strong year, with revenue growth of +18.3% atconstant exchange rates. This performance was led by the Public
Sector, which remained very dynamic throughout the year, andthe strong recovery in Financial Services at the end of the year.
The operating margin reached a record 18.0%, compared with
15.5% a year earlier.

CAPGEMINIFrance (21% of Group revenues) reported revenue growth of +10.3%
at constant exchange rates, largely driven by a strong recovery
in the Manufacturing sector, and, to a lesser extent, the Services
and Consumer Goods sectors. The operating margin improved by
150 basis points year-on-year to 10.2%.
The Rest of Europe region (31% of Group revenues) grew +17.6%
at constant exchange rates, again benefiting from the significant
rebound in the Manufacturing sector. This momentum was also
supported by a recovery in the TMT and Consumer Goods sectors.
The operating margin increased to 12.3% from 11.4% a year earlier.
Finally, revenues in the Asia-Pacific and Latin America region(8% of Group revenues) increased sharply by +27.3% at constantexchange rates. Organic momentum increased steadily throughout
the year and was supplemented by Group acquisitions in AsiaPacific. All major sectors therefore reported double-digit growthat constant exchange rates. The operating margin rate is down to
11.5% from 13.0% in 2020.

231

5.

FINANCIAL INFORMATION
Analysis of Capgemini group consolidated results

Operations by businessmore representative of activity levels by business. As its businesseschange, an increasing number of contracts require a range ofbusiness expertise for delivery, leading to inter-business flows.

31%
Operations &Engineering

62%
Applications& Technology

7%Strategy &Transformation

When determining activity trends by business and in accordancewith internal operating performance measures, growth at constantexchange rates is calculated based on total revenues, i.e., before
elimination of inter-business billing. The Group considers this to be

All Group business lines also reported double-digit growth rates
in 2021 at constant exchange rates.
Strategy & Transformation Consulting Services (7% of Grouprevenues) reported a +27.0% rise in total revenues, reflecting
the strong recovery in Group client discretionary expenditure.
Applications & Technology services (62% of Group revenues
and Capgemini’s core business) reported a +13.1% increase intotal revenues.
Finally, Operations & Engineering total revenues (31% of Grouprevenues) grew +18.5% at constant exchange rates, taking into
account the acquisition of Altran and the sale of Odigo. Organic
growth was primarily driven by the strong recovery in Engineering
Services during the year. In addition, both Infrastructure and Cloud
services and Business Services showed solid growth.
The following table presents the utilization rates measuring
the percentage of work time, excluding vacation, of production
employees.

2020
Utilization rate

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Strategy & Transformation

66%

66%

66%

71%

72%

73%

73%

72%

Applications & Technology

82%

80%

81%

83%

83%

84%

82%

79%

Headcount
At December 31, 2021, the total Group headcount is 324,684 employees
compared with 269,769 employees one year earlier. This 54,915 netincrease (+20.4%) reflects:

5.

2021

— 140,599 additions; and— 85,684 departures (including 69,756 resignations), representing
a weighted attrition rate of 23.5% (compared with 12.8% in2020).

Order bookBookings totaled €19,462 million in 2021, a year-on-year increaseof +15.8% at constant exchange rates, representing a book‑to‑billratio for the year of 1.07. This reflects the Group’s ability to position
itself on major digital transformation projects and win multi-year
client contracts.

Significant events in 2021
New medium-term financial ambitions
On March 31, 2021, Capgemini organized a virtual Capital Markets
Day for financial analysts and institutional investors. Aiman Ezzat,
Chief Executive Officer and Carole Ferrand, Chief Financial Officer,
along with other members of the Group Executive Committee,
outlined Capgemini’s strategic, operational and financial ambitionsfor 2025.
The Group’s sustainable growth strategy is focused on delivering
increased value to clients with an industry-driven approach. It willleverage the accelerating markets of Intelligent Industry (focusedon Intelligent Products & Systems, Intelligent Operations andIntelligent Platforms & Ecosystems), and Customer First (focusedon the relationship between Capgemini’s clients and theircustomers). In addition, the rapid adoption of Cloud and Data/
artificial intelligence will act as a significant growth driver acrossthe Group’s entire portfolio of offerings.

232

Finally, Capgemini will maintain its strict execution discipline
and aims to expand its operating margin. Group profitability will
benefit, first and foremost, from additional added value deliveredby a portfolio of sector-specific innovative offerings. With the
emergence of new hybrid working methods, Capgemini will be able
to implement its new operating environment, known as the New
Normal, generating additional cost savings and enabling a more
efficient deployment of resources. The integration of Altran andongoing industrialization and automation efforts will also produce
synergies for the Group.
The Group has therefore set the following new financial ambitions
for the medium-term:— achieve annual revenue growth of +7% to +9% at constantcurrency on average through 2025;— reach an operating margin of 14% by 2025.
New ESG (Environmental, Social and Governance) policy
On December 6, 2021, Capgemini presented a framework of
8 priorities and 11 ambitious objectives gathered together in a new
ESG policy in accordance with commitments made in early 2021.
This marks a new concrete milestone for the Group’s responsible
approach.
Building on a long history of initiatives, Capgemini has set aframework of priorities and ambitious objectives through thisESG policy, covering each of the three ESG pillars and impacting
the 11 United Nations’ Sustainable Development Goals relevant
to its business.
In addition, on December 14, 2021, Capgemini held a webinar on
environmental, social and governance issues. Aiman Ezzat, Chief
Executive Officer, accompanied by several Group operational
managers, presented Capgemini’s ESG policy, priorities andobjectives to financial analysts and institutional investors.

UNIVERSAL REGISTRATION DOCUMENT 2021

FINANCIAL INFORMATION
Analysis of Capgemini group consolidated results

Changes in governanceFollowing the Shareholders’ Meeting of May 20, 2021, the Groupappointed Ms. Tanja Rueckert and Mr. Kurt Sievers as new directors
from May 20, 2021.
Ms. Tanja Rueckert, a German citizen, brings to the Board of Directors
her solid experience in the software sector as an executive leadingbusiness units of international groups and her expertise in several
fields including the Internet of Things (IoT), artificial intelligenceand digital transformation.
Mr. Kurt Sievers, a German citizen, brings to the Board of Directors
his management experience in a leading international group in thesemiconductor sector, at the heart of the Intelligent Industry’s
development and his expertise in the automotive sector, technology
and artificial intelligence, and his knowledge of North America andAmerican Corporate Governance.
During the Shareholders’ Meeting of May 20, 2021, Mr. Patrick
Pouyanné’s term of office as an Independent Director was also
renewed for a period of four years. In addition, the Board of
Directors, which convened after the Shareholders’ Meeting,decided to appoint Mr. Frédéric Oudéa as Lead Independent
Director and Chairman of the Ethics & Governance Committee toreplace Mr. Pierre Pringuet, whose term of office expired at theend of the Shareholders’ Meeting. Mr. Frédéric Oudéa was also
appointed Vice-Chairman of the Board of Directors to replace
Mr. Daniel Bernard, whose term of office expired at the end of
the Shareholders’ Meeting.
On January 7, 2021, the Group also announced the appointmentof Mr. Olivier Sévillia as Group Chief Operating Officer fromJanuary 1 , 2021. In this role, he is responsible for the Group’s
Strategic Business Units and sales, with a focus on applying
Capgemini’s deep and broad industry expertise to be a strategic
business partner to its clients.

Acquisitions and co‑development
Capgemini continued its targeted acquisition strategy in 2021, while
seeking to reduce its leverage which increased significantly in 2020
with the acquisition of Altran. The Group focused its attention on
the Asia-Pacific area, as demonstrated by the main transactions
completed and presented below.
Firstly, in March, the Group finalized the acquisition of RXP Services,a Digital services consulting firm listed in Australia, announced
in November 2020. This acquisition will strengthen Capgemini’s
digital, data and cloud capabilities in Australia, supporting theGroup’s strong growth ambition in the Asia-Pacific region.
In May, the Group announced the acquisition of Multibook’s SAP
services in Japan and South-East Asia. This acquisition will enable
the Group to further build its SAP capabilities and enrich its clientand Business Services portfolio in Japan and South-East Asia.
Capgemini also strengthened its SAP capabilities and its client
portfolio in Australia with the acquisition of Acclimation in July.
Leveraging leading cloud technologies, Acclimation’s 100+ experts
in SAP solutions at offices in Melbourne, Sydney, Brisbane and Perthstrengthen our ability to accompany our clients and accelerate
their transformation to the cloud.
In November, the Group announced the acquisition of Empired, acloud transformation and Digital services provider listed in Australia.
With this acquisition, Capgemini realizes new scale and breadth ofexpertise across Australia and New Zealand, as the combined sizeand broad services portfolio of the new entity position the Group asa digital, data and cloud market leader in the region, with extensive
capabilities across the entire Microsoft technology product suite.

CAPGEMINI

Also in November, Capgemini acquired Possible Future, a leading
Paris-based sustainable innovation consultancy. Its approachseeks to create new products and services with a strong economic,
environmental and social impact, by leveraging the multi-disciplinary
skills of its teams, the experience and know-how of its clients andthe intelligence and creativity of their ecosystems.
Finally, in December, the Group completed the acquisition of
VariQ, a provider of software development, cybersecurity, andcloud services for federal government departments and agencies
across the United States. VariQ will be integrated into Capgemini
Government Solutions LLC, the Group’s independent operating
division working with US government agencies. This acquisition
will strengthen the Group’s position in the US federal market andbuild momentum for continued growth.
In addition, Capgemini and Orange announced in May their intention
to co-develop a new company, named “Bleu”, which will provide a“Trusted Cloud” (a sovereign cloud solution based on a platformthat complies with French government policy), designed to meetthe needs of public administrations and enterprises with criticalinfrastructures subject to confidentiality, security and resilience
requirements. In partnership with Microsoft, Bleu aims to offer
its customers an independent Trusted Cloud with a rich catalog
of digital solutions and the best collaborative tools.

Changes in the financial structure
Capgemini’s financial structure did not undergo any major changes
in 2021.
The Group was able to reduce its net debt thanks to strong cash
generation in 2021. Given its significant surplus gross treasury
position, the Group also repaid early two bond tranches in 2021.
A €500 million tranche maturing in November 2021 was repaid in
August and a second €500 million tranche expiring in April 2022
was repaid in December.
Finally, the eighth employee share ownership plan (ESOP) launchedin September 2021 and aimed at associating employees with theGroup’s development and performance was a great success with
subscriptions totaling €589 million. This share capital increase
represents 2.1% of the Company’s share capital and increases
Capgemini employee share ownership to around 9%.

Commercial momentum
After fiscal year 2020 marked by the pandemic, Capgemini witnesseda surge in client demand for digital transformation services acrossall its main sectors in 2021:— in the Manufacturing and Life Sciences sector:–––

in the promising Intelligent Industry market, a world
leader in the aeronautics industry signed an Engineering
Services contract with Capgemini for a connected
intelligence solution to enable more advanced analysis
of its manufacturing data and accelerate its digitaltransformation,
also in this market, a major automotive supplier chose theGroup for a project to develop and validate equipment
for autonomous vehicles,in the Customer Relationship Management services
market or Customer First, another major growth area
for the Group, Capgemini accompanied a European
automotive manufacturer in the digital transformationof its operations, through the implementation ofseveral software solutions enabling a streamlined andpersonalized digital customer journey,

233

5.

FINANCIAL INFORMATION
Analysis of Capgemini group consolidated results

–

–

–

a North American medical device manufacturer signed
a 2-year extension with the Group on various projects
notably concerning cardiac rhythm management and theelectrophysiology division,a global automotive manufacturer selected Capgemini
to deliver cloud architecture design and build services,orchestration and security services and also application
development and support services and DevOps
activation,
the Group has been chosen by a consortium of leadingindustrial and public sector players for a structuring
R&D project for French medical research to accelerateaccess to new treatments at an acceptable cost, inorder to ensure France’s competitiveness and its healthindependence;— in the Financial Services sector:
–

–
–

–

–

the Group was selected by a global Financial Services
client to perform one of the largest Microsoft Office
365 migrations,a major global bank extended its contract with Capgemini
for transformation and innovation consulting,capgemini was selected by a UK bank to build a chaosengineering platform to be used as a service by all thebank’s systems and services,a British insurance company selected the Group for the
deployment and integration of solutions developed by
Guidewire,
Capgemini has been selected by a South American bankfor cloud infrastructure services in a private environment;— in the Public Sector:
–

–

–

–

–

— in the Energy & Utilities sector:–––— in the Retail & Consumer Goods sector:
–

5.

–

–

–

a European food company selected Capgemini to provide
advanced engineering and artificial intelligence services
for the design of an intelligent factory, again illustrating
the potential of the Intelligent Industry market,
in the same market, a leading U.S. player in consumer
electronics selected Capgemini to help address theshortage of chips by adapting one of their products to
use alternative solutions,in the Customer First market, a global food chain
renewed a strategic supplier contract with the Groupfor the development, deployment and maintenance of
e-commerce and food service technology solutions,one of Scandinavia’s leading food producers selected
Capgemini as its main supplier across all IT areas,
supporting its ambitions for a more innovative value
chain, for a period of 10 years;— in the TMT (Telecom, Media & Technology) and Services
sector:
–

–

–

234

in the Intelligent Industry market, a global leader intelecommunications equipment selected Capgemini todevelop private 5G networks for the deployment of theInternet of Things (IoT) for industrial players,
also in this market, a national railroad Company selected
Capgemini to deploy an intelligent traffic management
solution,in the Customer First market, Capgemini was selectedby an Asian airline to participate in a major overhaul ofits digital capabilities at its customer service centers,
using Salesforce Service Cloud and Mulesoft Anypoint
Platform technologies;

in the Customer First market, Capgemini signed a 4-year
exclusive framework agreement with a European
transport department, covering IT services forapplication development and management,
the armed forces of a European country selected
Capgemini for a three-year strategic SAP co-sourcing
contract (with a possible four-year extension) for their
human resources services,
the Group was selected by a European police force
as strategic partner for the transformation of its IT
Infrastructure services under a 5-year contract,
Capgemini will create for a French public institution, withthe support of its partner OVhcloud, a data collection
tool for the roll-out of e-healthcare in France,
the Group signed a 5-year contract with a major European
airport to provide end-user services and service desk
support. The contract also includes a 3-year extension
to Capgemini’s existing applications and infrastructure
support services;––a global petrochemicals company selected Capgemini as
its sole service provider for the digital transformation of
its product manufacturing process,Capgemini and a Canadian electricity distribution andservice supplier signed a three-year agreement for
application management, project delivery and dataservices,the Group assisted a leading European electricity
company to assess and monetize the impact of its circular
economy strategy,
Capgemini signed a multi-year contract extension witha leading energy company in Norway on the digitizationand transformation of the Company’s systems, processes
and working methods into the Cloud,a leading French energy company selected Capgemini tosupport the implementation of automation and artificial
intelligence to resolve incidents.

The Group also unveiled sustainable development offerings during
the year. Capgemini launched “Sustainable IT” (in June) to reduce theIT carbon footprint and Net Zero strategy (in September) designed
to help its clients materialize their climate objectives and accelerate
their trajectory to “net zero emissions”. As a responsible company,
Capgemini’s sustainable development offerings contribute to thedual goal of attaining carbon neutrality for its own operations by2025 and “net zero emissions” well before 2050 and supportingits clients in order to save 10 million metric tons of CO2 by 2030.

Rewards and recognitions
Capgemini’s technical and sector expertise was recognized byseveral prizes and distinctions in 2021, including most notably
the following awards:— Capgemini was recognized by HFS Research as a new
innovator for its innovative healthcare payment solutions(January);— the Group was recognized as a Leader by Zinnov for its
Engineering, Research and Development (ER&D) and Internetof Things (IoT) activities (January);

UNIVERSAL REGISTRATION DOCUMENT 2021

FINANCIAL INFORMATION
Analysis of Capgemini group consolidated results— Everest Group named Capgemini as a Leader in a large numberof technology service offerings, such as Application and
Digital services for capital markets (January), Application and
Digital services (ADS) (March), Next Generation Application
Management Service Providers 2021 (March), Life Sciences
Digital services Provider 2021 (April), artificial intelligence(AI) Services (April), Intelligent Process Automation (IPA)
Solutions (June), Data and Analytics Service Providers 2021
(August), Applications and Digital services (ADS) in Banking(August), Automotive Engineering Services (September),IT managed security services 2021 (September) and 5G
Engineering Services (October);— the Group was named as a Leader by NelsonHall in its NEAT
evaluation for Quality Engineering Services (January), SAP
ERP Cloud Migration Services (March), Banking Services(March), Intelligent Automation (IA) in Banking (June),
Learning Services (August) and finally Procurement
Transformation (September);— Capgemini was positioned as a Leader by Gartner in its
Magic Quadrant for Application Testing Services, Worldwide(February), Data and Analytics Service Providers (April),
SAP S/4hANA Application Services (July) and IT Services forCommunications Service Providers (October);— ISG named the Group as a Leader in its Next-gen
Application Development & Maintenance (ADM) (February
and November), Life Sciences Digital services (May) and
Procurement BPO and Transformation Services Global (June)
reports;— Capgemini was positioned as a Leader by Avasant for
Manufacturing Digital services (March), Intelligent
Automation Services (April) and F&A Business Process
Transformation (April);

5.1.2

The Group’s technical and sectoral expertise has also been praisedby its partners:— Capgemini has won three Amazon Web Services (AWS)
Partner Awards for 2021 in France, Germany and the United
Kingdom. These awards recognize Amazon partners who
have made the most of AWS services and continued to growthroughout the year;— the Group received the Pega Partner Sales Excellence 2020
award for the EMEA region (March) and the Pega Partner
Innovation award for the tenth year running (May);— Capgemini has been named Global Practice Development
Partner of the Year 2021 by MuleSoft (March);— Capgemini received the 2020 Google Cloud Industry Solutions
Partner of the Year award for its industrial solutions (July);— Capgemini has been recognized as Microsoft’s digitaltransformation Partner of the Year 2021 (July).
Finally, Capgemini was recognized in 2021 as One of the World’s
Most Ethical Companies by the Ethisphere Institute, for the ninth
year in a row.
Capgemini was also recognized for its leadership in the fight against
climate change when it was included in the CDP (Carbon Disclosure
Project) “A List”. In addition to this prestigious international distinction,
the Group’s local Corporate Social Responsibility initiatives received
a number of awards in several countries.

Comments on the Capgemini group consolidated financial statements
and outlook for 2022

Consolidated Income Statement
Consolidated revenues total €18,160 million for the year ended
December 31, 2021, compared with €15,848 million in 2020, up
14.6% on reported figures and 15.1% at constant exchange rates.
Operating expenses total €15,820 million, compared with
€13,969 million in 2020.
An analysis of costs by nature highlights a €1,714 million increasein personnel costs from €10,478 million in 2020 to €12,192 million
in 2021. Personnel costs represent 67.1% of revenues comparedwith 66.1% in 2020. The average headcount rose in 2021 to 292,690,
compared with 251,525 in 2020. Offshore employees represent
58% of the total Group headcount in 2021.
An analysis of costs by function reveals:— the cost of services rendered is €13,368 million, or 73.6%
of revenues, down 0.3 points on 2020. The gross margin is
26.4% of revenues in 2021, compared with 26.1% in 2020;— selling costs total €1,196 million, or 6.6% of revenues;— general and administrative expenses total €1,256 million(6.9% of revenues).

CAPGEMINI— the Group was also named as a Leader by IDC in its Worldwide
Retail Commerce Platform Service Providers 2020 andWorldwide Retail Co-Innovation Services Providers 2020
assessments (March), its artificial intelligence (AI) Services
2021 assessment (August) and for Smart Manufacturing.

The operating margin is therefore €2,340 million in 2021, comparedwith €1,879 million in 2020, representing a margin rate of 12.9%(11.9% in 2020).
Other operating income and expense is a net expense of €501 million
in 2021, compared with €377 million in 2020. Restated by the capitalgain realized on the sale of the Odigo business in 2020, the otheroperating income and expense remain stable compared to 2020.
Indeed, the decrease in restructuring costs was offset by the impactof a higher Capgemini share price on the long-term share-based
compensation expense.
Operating profit is €1,839 million (10.1% of revenues), comparedwith €1,502 million in 2020 (9.5% of revenues).
The net financial expense is €159 million, compared with €147 million
in 2020. This increase was mainly due to the full year impact of the
coupons on the bonds issued in the second quarter of 2020 and thedecrease in income from cash management assets, partially offset
by interest savings following the repayment by Altran Technologies
of all its term loans in June 2020 for a nominal amount of nearly€1.6 billion.
The income tax expense is €526 million, compared with €400 million
in 2020. The effective tax rate is 31.3% in 2021, compared with29.5% in 2020.

235

5.

FINANCIAL INFORMATION
Analysis of Capgemini group consolidated results

Adjusted for the untaxed capital gain realized on the divestmentof Odigo in 2020 and excluding the tax expense relating to thetransitional impact of the 2017 US tax reform of €36 million in
2021 and tax income of €8 million in 2020, the effective tax rateis 29.2% in 2021, down compared with 33% in 2020.
Profit for the year attributable to owners of the Company is€1,157 million in 2021, compared with €957 million in 2020.
Excluding the tax expense relating to the transitional impact ofthe 2017 US tax reform of €36 million in 2021 and tax income of€8 million in 2020, the normalized earnings per share is €9.19 basedon an average of 168,574,058 ordinary shares outstanding in 2021,
compared with €7.23 based on an average of 167,620,101 ordinary
shares outstanding in 2020.

Consolidated Statement of Financial Position
Equity attributable to owners of the Company totaled €8,467 million
at December 31, 2021, up €2,364 million on December 31, 2020.
This increase was mainly due to:— the positive impact of other comprehensive incomeof €1,027 million, of which €524 million of translation
adjustment;— the net profit for the period of €1,157 million;— the impact of incentive and employee share ownership
instruments of €745 million, including €589 million in
respect of the share capital increase under the ESOP 2021
international employee share ownership plan, partially
offset by:––5.

the payment to shareholders of dividends of €329 million,
the elimination of treasury shares in the amount of€197 million.

Non‑current assets totaled €15,034 million at December 31, 2021,
up €919 million on December 31, 2020, mainly due to the increasein goodwill from the acquisition of period and due to foreignexchange effects on goodwill denominated in US dollar.

236

Non‑current liabilities totaled €9,037 million at December 31,
2021, down €827 million on December 31, 2020. This decrease isdue to the anticipated reimbursement on December 29, 2021 of
the bond issue in 2020 maturing in April 2022 and the decrease inprovisions for pensions and other post-employment benefits tied
to changes in the discount rate curve in 2021.
Trade receivables and contract assets totaled €4,606 million at
December 31, 2021, compared with €3,938 million at December 31,
2020. Trade receivables and contract assets excluding contract costs
and net of contract liabilities totaled €3,084 million at December 31,
2021, compared with €2,792 million at December 31, 2020.
Accounts and notes payable mainly consist of trade payables
and related accounts, personnel costs and accrued taxes otherthan income tax and total €4,361 million at December 31, 2021,
compared with €3,358 million at December 31, 2020.
Consolidated net debt totaled €3,224 million at December 31,
2021, compared with €4,904 million at December 31, 2020. This
€1,680 million decrease in net debt on December 31, 2020 chiefly
reflects organic free cash flow generation of €1,873 million,
partially offset by:— the payment to shareholders of a dividend of €329 million;— outflows on Company acquisitions, net of cash and cash
equivalents acquired, of €369 million.

Outlook for 2022
The Group’s financial targets for 2022 are:— revenue growth of +8% to +10% at constant currency;— operating margin of 12.9% to 13.1%;— organic free cash flow above €1,700 million.
The inorganic contribution to growth should be of 1 point at thelower end of the target range and 2 points at the upper end.

UNIVERSAL REGISTRATION DOCUMENT 2021

FINANCIAL INFORMATION
Consolidated accounts

5.2

Consolidated accounts

5.2.1

Consolidated Income Statement2020(in millions of euros)

Revenues

2021

Notes

Amount%Amount%4 and 6

15,848100.0

18,160100.0(11,712)(73.9)(13,368)(73.6)

Cost of services rendered
Selling expenses(1,113)(7.0)(1,196)(6.6)

General and administrative expenses(1,144)(7.2)(1,256)(6.9)(13,969)(88.1)(15,820)(87.1)

1,879

11.9

2,340

12.9

Operating expenses

7

Operating margin (1)Other operating income and expense

8

Operating profit

(377)

(2.4)

(501)

(2.8)

1,502

9.5

1,839

10.1

Net finance costs

9

(82)

(0.5)

(117)

(0.6)

Other financial income and expense

9

(65)

(0.4)

(42)

(0.2)

(147)

(0.9)

(159)

(0.8)

10

(400)

(2.5)

(526)

(2.9)

-

-

5

0.0

955

6.1

1,159

6.4

Owners of the Company

957

6.1

1,157

6.4

Non-controlling interests

(2)

-

2

-

Net financial expense
Income tax expense
Share of profit of associates
PROFIT FOR THE YEAR
Attributable to:5.

EARNINGS PER SHARE
Average number of shares outstanding during the period
Basic earnings per share (in euros)

11

Diluted average number of shares outstanding
Diluted earnings per share (in euros)(1)

11

167,620,101

168,574,058

5.71

6.87

172,555,946

173,899,033

5.55

6.66

Operating margin, an alternative performance measure monitored by the Group, is defined in Note 3 – Alternative performance measures.

CAPGEMINI

237

FINANCIAL INFORMATION
Consolidated accounts

5.2.2

Consolidated Statement of Comprehensive Income
Notes

2020

2021

Actuarial gains and losses on defined benefit pension plans, net of tax (1)

25

(19)

342

Remeasurement of cash flow and net investment
hedging instruments, net of tax (2)

24

(168)

160

(1)

1

12

(563)

524

(751)

1,027

Profit for the period (reminder)

955

1,159

Total comprehensive income for the period

204

2,186

Owners of the Company

205

2,184

Non‑controlling interests(1)

2(in millions of euros)

Other, net of tax (1)Translation adjustments (2)OTHER ITEMS OF COMPREHENSIVE INCOME

Attributable to:

(1)
(2)

Other items of comprehensive income that will not be reclassified subsequently to profit or loss.
Other items of comprehensive income that may be reclassified subsequently to profit or loss.

5.

238

UNIVERSAL REGISTRATION DOCUMENT 2021

FINANCIAL INFORMATION
Consolidated accounts

5.2.3

Consolidated Statement of Financial Position(in millions of euros)

Goodwill

Notes

December 31, 2020

December 31, 2021

13 and 16

9,795

10,633

Intangible assets

13

1,100

1,003

Property, plant and equipment

14

805

880

Lease right-of-use assets

15

887

823

Deferred tax assets

17

983

881

Other non-current assets

19

545

814

14,11515,034

102

117

Total non-current assets
Contract costs

20

Contract assets

20

1,148

1,380

Trade receivables

20

2,688

3,109

129

141

598

738

Current tax receivables
Other current assets

21

Cash management assets

22

338

385

Cash and cash equivalents

22

2,836

3,129

Total current assets

7,839

8,999

TOTAL ASSETS

21,95424,033

December 31, 2020

December 31, 2021

Share capital

1,350

1,379

Additional paid-in capital

3,050

3,609

Retained earnings and other reserves

746

2,322

Profit for the year

957

1,157

6,103

8,467

12

12

(in millions of euros)

Notes

Equity (attributable to owners of the Company)
Non-controlling interests
Total equity

6,115

8,479

Long-term borrowings

22

7,127

6,654

Deferred taxes liabilities

17

230

294

Provisions for pensions and other post-employment benefits

25

1,072

655

Non-current provisions

26

337

341

Non-current lease liabilities

15

681

627

Other non-current liabilities

27

417

466

9,864

9,037

Total non-current liabilities
Short-term borrowings and bank overdrafts

22

951

87

Accounts and notes payable

28

3,358

4,361

Contract liabilities

20

1,044

1,405

Current provisions

26

122

140

89

75

Current lease liabilities

15

287

274

Other current liabilities

27

124

175

Total current liabilities

5,975

6,517

TOTAL EQUITY AND LIABILITIES

21,95424,033Current tax liabilities

CAPGEMINI

239

5.

FINANCIAL INFORMATION
Consolidated accounts

5.2.4

Consolidated Statement of Cash Flows
2020

2021

Profit for the year

955

1,159

Depreciation, amortization and impairment of
fixed assets and lease right-of-use assets

649

672

Change in provisions

(66)

(146)

Losses/(Gains) on disposals of assets and other

(76)

33

Expenses relating to share grants

93

125

(in millions of euros)

Notes

Net finance costs

9

82

117

Income tax expense/(income)

10

400

526

19

6

Cash flows from operations before net finance costs and income tax (A)

2,056

2,492

Income tax paid (B)

(351)

(440)

Unrealized (gains) losses on changes in fair value and other financial items

Change in trade receivables, contract assets net of liabilities and contract costs

72

(197)

Change in accounts and notes payable

(123)

351

Change in other receivables/payables

7

375

(44)

529

1,661

2,581

(206)

(266)

2

4

Acquisitions of property, plant and equipment and intangible assets,
net of disposals

(204)

(262)

Cash (outflows) inflows on business combinations net ofcash and cash equivalents acquired

Change in operating working capital (C)NET CASH FROM (USED IN) OPERATING ACTIVITIES (D=A+B+C)
Acquisitions of property, plant and equipment and intangible assets

13 and 14

Proceeds from disposals of property, plant and equipment and intangible assets

5.

(1,557)(369)

Cash outflows in respect of cash management assets

(150)

(25)

Cash outflows in respect of the acquisition of Altran Technologies shares

(15)

-

Other cash inflows (outflows), net

212

(22)

Cash outflows from investing activities(1,510)(416)

NET CASH FROM (USED IN) INVESTING ACTIVITIES (E)(1,714)(678)

Proceeds from issues of share capital

277

587

Dividends paid

(226)

(329)

Net payments relating to transactions in Capgemini SE shares

(514)

(197)

Proceeds from borrowings

9,308

137

Repayments of borrowings(6,273)(1,498)Subsequent acquisition of Altran Technologies securities(1,672)-

Repayments of lease liabilities

(291)

(320)

Interest paid

15

(96)

(153)

Interest received

49

27

NET CASH FROM (USED IN) FINANCING ACTIVITIES (F)562(1,746)NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (G=D+E+F)

509

157

Effect of exchange rate movements on cash and cash equivalents (H)

(131)

134

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD (I)

22

2,450

2,828

CASH AND CASH EQUIVALENTS AT END OF PERIOD (G+H+I)

22

2,828

3,119

240

UNIVERSAL REGISTRATION DOCUMENT 2021

FINANCIAL INFORMATION
Consolidated accounts

5.2.5 Consolidated Statement of Changes in Equity(in millions of euros)

At December 31, 2020
Dividends paid out
for 2020

Additional
paid‑in Treasury
capitalsharesConsoli‑
EquityIncome anddated expense recognized(attriretained
butablein equity
to owners
Nonearningsof the controllingand other Translationinterests
reserves adjustments Other Company)

Number ofsharesSharecapital168,784,837

1,350

3,050

(39)

3,444

(644) (1,058)

6,103

12

6,115

Total
equity

-

-

-

-

(329)

-

-

(329)

-

(329)

Incentive instruments
and employee shareownership

3,606,687

29

559

158

(1)

-

-

745

-

745

Elimination of treasury
shares

-

-

-

(198)

1

-

-

(197)

-

(197)

Finalization of the Altran
Technologies purchaseprice allocation

-

-

-

-

(46)

-

-

(46)

(2)

(48)

Transactions with
non-controllinginterests and others

-

-

-

-

7

-

-

7

-

7

Transactions withshareholders
and others

3,606,687

29

559

(40)

(368)

-

-

180

(2)

178

Income and expense
recognized in equity

-

-

-

-

-

524

503

1,027

-

1,027

Profit for the year

-

-

-

-

1,157

-

-

1,157

2

1,159

AT DECEMBER 31, 2021 172,391,524

1,379

3,609

(79)

4,233

(120)

(555)

8,467

12

8,479

5.

CAPGEMINI

241

FINANCIAL INFORMATION
Consolidated accounts

Number ofsharesSharecapital169,345,499

1,355

3,150

(30)

4,899

(80)

(870)

8,424

(5)

8,419

-

-

-

-

(226)

-

-

(226)

-

(226)

Incentive instruments
and employee shareownership

3,104,200

24

253

125

(15)

-

-

387

-

387

Elimination of treasury
shares (1)

-

-

-

(516)

(2)

-

-

(518)

-

(518)

Share capital reduction
by cancellation oftreasury shares(3,664,862)

(29)

(353)

382

-

-

-

-

-

-

Takeover of Altran
Technologies

-

-

-

-

-

-

-

-

(458)

(458)

Subsequent acquisitionof Altran Technologies
securities

-

-

-

-

(2,135)--(2,135)

Transactions with
non-controllinginterests and others

-

-

-

-

(34)

-

-

(34)

Transactions withshareholders
and others(560,662)

(5)

(100)

(9)

(2,412)--(2,526)

Income and expense
recognized in equity

-

-

-

-

-

(564)

(188)

(752)

1

(751)

Profit for the year

-

-

-

-

957

-

-

957

(2)

955

168,784,837

1,350

3,050

(39)

3,444

(644) (1,058)

6,103

12

6,115

(in millions of euros)

At December 31, 2019
Dividends paid out
for 2019

5.

Additional
paid‑in Treasury
capitalsharesConsoli‑
Income andEquitydated expense recognized(attriretainedin equity
butableto owners
Nonearningsof the controllingand other Translation
reserves adjustments Other Company)
interests

AT DECEMBER 31, 2020
(1)

Total
equity463 (1,672)

13

(21)

18 (2,508)

Including €320 million in respect of the share buyback agreement implemented prior to the share capital increase performed under the ESOP 2020 international employee
share ownership plan (see Note 12 – Equity).

242

UNIVERSAL REGISTRATION DOCUMENT 2021

FINANCIAL INFORMATION
Consolidated accounts

5.2.6

Notes to consolidated financial statements
for the year ended December 31, 2021

Note 1

Accounting basis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 244

Note 2

Consolidation principles and Group structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .245

Note 3

Alternative performance measures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 246

Note 4

Operating segments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 246

Note 5

Consolidated Income Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .247

Note 6

Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 248

Note 7

Operating expenses by nature . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 250

Note 8Other operating income and expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 250

Note 9Net financial expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .251

Note 10

Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .251

Note 11

Earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 253

Note 12Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 254

Note 13

Goodwill and intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 264

Note 14

Property, plant and equipment (PP&E). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 266

Note 15

Lease right‑of‑use assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 268

Note 16

Cash‑generating units and asset impairment tests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .270

Note 17

Deferred taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 272

Note 18

Financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .275

Note 19

Other non‑current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 277

Note 20

Trade receivables, contract assets and contract costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 277

Note 21

Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .278

Note 22Net debt/net cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .278

Note 23

Cash flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 283

Note 24

Currency, interest rate and counterparty risk management. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 285

Note 25

Provisions for pensions and other post-employment benefits . . . . . . . . . . . . . . . . . . . . . . . . . . 287

Note 26

Non‑current and current provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 292

Note 27

Other non‑current and current liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 292

Note 28

Accounts and notes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 292

Note 29

Number of employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .293

Note 30

Off-balance sheet commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .293

Note 31

Related‑party transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 294

Note 32

Subsequent events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 294

Note 33

List of the main consolidated companies by country . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 295

Note 34

Audit fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 296

CAPGEMINI

5.

243

FINANCIAL INFORMATION
Consolidated accounts

Note 1 Accounting basis
The consolidated financial statements for the year ended
December 31, 2021 of Capgemini SE, a European company
headquartered at 11 rue de Tilsitt, 75017, Paris, and the notes
thereto were adopted by the Board of Directors on February 14,2022. The consolidated financial statements will be presented forapproval to the Shareholders’ Meeting scheduled for May 19, 2022.

A) IFRS standards basePursuant to European Commission Regulation no. 1606-2002 of
July 19, 2002, the 2021 consolidated financial statements have been
prepared in accordance with international accounting standards(IFRS, International Financial Reporting Standards) as issued by theInternational Accounting Standards Board (IASB) and endorsed by
the European Union (EU).
The Group, a responsible and multicultural global leader partneringwith companies to transform and manage their business byharnessing the power of technology, also takes account of thepositions adopted by Numeum (merger of Syntec Numérique andTECh IN France), an organization representing major consulting andcomputer services companies in France, regarding the applicationof certain IFRS.
The main accounting policies are presented at the beginning ofeach note to the consolidated financial statements.

B) New standards and interpretations applicable in
2021a) New standards, amendments and interpretations ofmandatory effect at January 1, 2021
The accounting policies applied by the Capgemini group are unchangedon those applied for the preparation of the December 31, 2020
consolidated financial statements. The standards, amendments,
and interpretations which entered into mandatory effect onJanuary 1, 2021 did not have a material impact on the Groupfinancial statements.
The IFRS Interpretation Committee (IFRIC) issued a decision in
May 2021 relating to IAS 19, Employee Benefits, leading to a change
in the method of calculating defined-benefit pension obligations
where entitlement is capped above a certain number of years
seniority. This change, which is mandatory from fiscal year 2021,
does not have a material impact for the Group.
The Group is currently reviewing the IFRS Interpretation Committee(IFRIC) decision published in April 2021, Configuration or Customisation
Costs in a Cloud Computing Arrangement, relating to IAS 38, Intangible
Assets, on the recognition of configuration or customization
costs for software made available in the Cloud in a Software asa Service (SaaS) arrangement. This decision is not yet applied at
December 31, 2021 and will be applied in the first half of 2022.
b) Other new standards not yet in effect at January 1, 2021
and not adopted early
The Group did not adopt early any new standards not yet in effectat January 1, 2021.

C) Use of estimates
The preparation of consolidated financial statements involves theuse of estimates and assumptions which may have an impact on
the reported values of assets and liabilities at the period end oron certain items of either net profit or the income and expenses
recognized directly in equity for the year. Estimates are based on
economic data and assumptions which are likely to vary over timeand interpretations of local regulation when necessary. They havenotably been made in an economic and health context that remains
uncertain, due to the global Covid19 pandemic. These estimates
are subject to a degree of uncertainty and mainly concern revenue
recognition on a percentage-of-completion basis, provisions,
measurement of the amount of intangible assets and deferred
tax assets, provisions for pensions and other post-employment
benefits, the fair value of derivatives and the calculation of thetax expense.

5.

244

UNIVERSAL REGISTRATION DOCUMENT 2021

FINANCIAL INFORMATION
Consolidated accounts

Note 2 Consolidation principles and Group structure

Consolidation methods
The accounts of companies directly or indirectly controlled by theparent company are fully consolidated. The parent company isdeemed to exercise control over an entity when it has the power
to govern the financial and operating policies of the entity so as
to obtain benefits from its activities.
Companies in which the parent company directly or indirectly
exercises significant influence over their management, without
however exercising full or joint control, are accounted for by theequity method. This method consists of recording the Group’s sharein profit for the year of the associate in the Income Statement.
The Group’s share in net assets of the associate is recorded under“other non-current assets” in the Consolidated Statement of
Financial Position.
Details of the scope of consolidation are provided in Note 33 – Listof the main consolidated companies by country.
All consolidated companies prepared their account s to
December 31, 2021 in accordance with the accounting policies
adopted by the Group.

Exchange differences arising on monetary items which form an
integral part of the net investment in foreign subsidiaries arerecognized in equity. The qualification as net investment onmonetary items is reviewed at each closing by the Group.
Exchange differences on receivables and payables denominated ina foreign currency are recorded in operating profit or net financial
expense, depending on the type of transaction concerned.
The exchange rates used to translate the financial statements of
the Group’s main subsidiaries into euros are as follows:
Average rate
2020

Australian dollar

2021

Closing rate
2020

2021

0.60456 0.63513 0.62909 0.64041

Brazilian real

0.17203 0.15687 0.15690 0.15848

Canadian dollar

0.65425 0.67442 0.63967 0.69478

Chinese renminbi yuan

0.12711 0.13109 0.12465 0.13899

Indian rupee

0.01184 0.01143 0.01115 0.01187

Norwegian krone

0.09337 0.09842 0.09551 0.10011

Polish zloty

0.22516 0.21912 0.21931 0.21754

Business combinations

Pound sterling

1.12528 1.16302

Business combinations are accounted for using the acquisition
method. Under this method, the identifiable assets acquired andliabilities assumed are recognized at fair value at the acquisition
date and may be adjusted during the 12 months following this date.

Swedish krona

0.09539 0.09858 0.09966 0.09756

US dollar

0.87748 0.84538 0.81493 0.88292

Inter-company transactions are eliminated on consolidation, as
well as inter-company profits.

Foreign currency translation
The consolidated accounts presented in these consolidated financial
statements have been prepared in euros.
The Consolidated Statements of Financial Position of subsidiaries
denominated in foreign currencies are translated into euros at
year-end rates of exchange with the exception of equity accounts,
which are carried at their historical values. Income statements
denominated in foreign currencies are translated into euros at
the average rates of exchange for the year. however, for certain
material transactions, it may be relevant to use a specific rate ofexchange. Differences arising from translation at these different
rates are recognized directly in equity under “Translation reserves”
and have no impact on the Income Statement.

In fiscal year 2021, the Group notably purchased the companies RXP
Services, Multibook, Acclimation and Empired. In the third quarterof 2021, the Group sold the US subsidiary, CHCS Services Inc (seeNote 8 – Other operating income and expense). The contribution of

CAPGEMINI

1.11231 1.19008

Exchange gains and losses on inter-company
transactions

5.

The results and financial position of a foreign subsidiary are includedin the Group’s consolidated financial statements after the eliminationof inter-company balances and transactions. However, a foreignexchange gain or loss arising on an inter-company monetary asset
or liability (e.g. an inter-company receivable denominated in acurrency different from the functional currency of the subsidiary)cannot be eliminated. Such foreign exchange gains and losses arerecognized in the Income Statement or in Income and expense
recognized directly in equity, if the underlying forms an integral
part of the net investment in the foreign operation (e.g. a loan
with no fixed maturity).
The fair values of hedging instruments relating to inter-company
operating transactions performed as part of the centralized
management of currency risk in the parent company are eliminated.

these transactions, located primarily in the United States, Australia
and Asia, to Group financial indicators in 2021 is not material.

245

FINANCIAL INFORMATION
Consolidated accounts

Note 3 Alternative performance measures
The alternative performance measures monitored by the Groupare defined as follows:— Organic growth, or like-for-like growth, in revenues is
the growth rate calculated at constant Group scope andexchange rates. The Group scope and exchange rates used
are those for the reported period;— Growth at constant exchange rates in revenues is thegrowth rate calculated at exchange rates used for thereported period;— Operating margin is equal to revenues less operating
expenses. It is calculated before “Other operating income
and expense” which include amortization of intangible assets
recognized in business combinations, the charge resulting
from the deferred recognition of the fair value of shares
granted to employees (including social security contributions
and employer contributions), and non-recurring revenues
and expenses, notably impairment of goodwill, negative
goodwill, capital gains or losses on disposals of consolidated
companies or businesses, restructuring costs incurred undera detailed formal plan approved by the Group’s management,
acquisition costs, costs of integrating companies acquiredby the Group including earn-outs comprising conditions ofpresence, and the effects of curtailments, settlements andtransfers of defined benefit pension plans;5.

As in 2020, the impact of the health crisis on the 2021 consolidated
financial statements is not isolated. The definition of the above
alternative performance measures is therefore unchanged and,in accordance with past practice, the 2021 consolidated financial— Normalized earnings per share are calculated by dividing
normalized profit or loss attributable to owners of theCompany by the weighted average number of ordinary
shares outstanding during the period, excluding treasury
shares. Normalized net profit or loss is equal to profit for theyear attributable to owners of the Company corrected forthe impact of items recognized in “Other operating income
and expense” (see Note 8 – Other operating income andexpense), net of tax calculated using the effective tax rate;— Net debt (or net cash and cash equivalents) comprises (i) cash
and cash equivalents, as presented in the Consolidated
Statement of Cash Flows (consisting of short-term
investments and cash at bank) less bank overdrafts, (ii) cash
management assets (assets presented separately in theConsolidated Statement of Financial Position due to theircharacteristics), less (iii) short- and long-term borrowings.
Account is also taken of (iv) the impact of hedging instruments
when these relate to borrowings and own shares. Following
the adoption of IFRS 16 on January 1, 2019, lease liabilities(including finance lease liabilities) are treated as operating
items in net financial debt and organic free cash flow and are
therefore not included in net debt;— organic free cash flow calculated based on items in
the Statement of Cash Flows is equal to cash flow fromoperations less acquisitions of property, plant, equipment
and intangible assets (net of disposals) and repayments oflease liabilities and adjusted for flows relating to the netinterest cost.

statements include in other operating income and expense a
non-material amount of incremental and non-recurring costs related
to this crisis (see Note 8 – Other operating income and expense).

Note 4 Operating segments

Group Management analyzes and measures activity performancein the geographic areas where the Group is present.

based on an analysis of the nature of contracts, the typology ofcustomer portfolios and the uniformity of operating margins*.

The geographic analysis enables management to monitor the
performance:

Costs relating to operations and incurred by Group holding
companies on behalf of geographic areas are allocated to therelevant segments either directly or on the basis of an allocation
key. Items not allocated correspond to headquarter expenses.

— of commercial development: it focuses on trends inmajor contracts and clients in Group markets across all its
businesses. This monitoring seeks to coordinate the service
offering of the different businesses in the countries, given
their considerable interaction and to measure the services
rendered;— at operational and financial level: management of treasury
and support services, the operating investment andfinancing policies and the acquisition policy are decided andimplemented by geographic area.
Accordingly, the Group presents segment reporting for thegeographic areas where it is located. The Group segments aredefined as geographic areas (e.g. France) or groups of geographic
areas (Rest of Europe). Geographic areas are grouped together

246

Inter-segment transactions are carried out on an arm’s length basis.
The performance of operating segments is measured based on theoperating margin*. This indicator enables the measurement andcomparison of the operating performance of operating segments,
irrespective of whether their business results from internal orexternal growth.
The operating margin* realized by the main offshore delivery
centers (India and Poland) is reallocated to the geographic areas
managing the contracts to enable a better understanding of theperformance of these areas.
*

Operating margin, an alternative performance measure monitored by theGroup, is defined in Note 3 – Alternative performance measures.

UNIVERSAL REGISTRATION DOCUMENT 2021

FINANCIAL INFORMATION
Consolidated accounts

The Group communicates segment information for the following geographic areas: North America, France, United Kingdom and Ireland,
the Rest of Europe, Asia-Pacific and Latin America.

North
AmericaFranceUnitedKingdomandIreland

5,251

3,799

2,127

5,563

1,420

181

366

256

480

1,986

5,432

4,165

2,383

6,043

3,406

835

389

383

684

164

% of revenues

15.9

10.2

18.0

12.3

11.5

‑

‑

12.9

OPERATING PROFIT

701

247

341

578

87

(115)

-

1,839

Elimina‑
tions

Total

2021 (in millions of euros)

Rest ofEuropeAsia-Pacificand Latin
America (1)HQ
expensesElimina‑
tions

Total

-

-

18,160-(3,269)--(3,269)18,160

(115)

-

2,340

Revenues— external— inter-geographic area
TOTAL REVENUESOPERATING MARGIN (2)

(1)
(2)

The Asia-Pacific and Latin America area includes the following countries in particular: India, other Asian countries, Australia, Brazil and Mexico.
Operating margin, an alternative performance measure monitored by the Group, is defined in Note 3 – Alternative performance measures.

2020 (in millions of euros)

North
AmericaFranceUnitedKingdomandIreland

4,839

3,443

1,741

161

306

215

5,000

3,749

718

Asia-Pacificand Latin
America (1)HQ
expenses

4,700

1,125

-

-

15,848

363

1,721

-

(2,766)

-

1,956

5,063

2,846

-

(2,766)

15,848

300

269

537

146

(91)

-

1,879

Rest ofEuropeRevenues— external— inter-geographic area
TOTAL REVENUESOPERATING MARGIN (2)% of revenues

14.8

8.7

15.5

11.4

13.0

‑

‑

11.9

OPERATING PROFIT

589

297

238

419

85

(126)

-

1,502

(1)
(2)

5.

The Asia-Pacific and Latin America area includes the following countries in particular: India, other Asian countries, Australia, Brazil and Mexico.
Operating margin, an alternative performance measure monitored by the Group, is defined in Note 3 – Alternative performance measures.

Note 5 Consolidated Income Statement

Income and expenses are presented in the Consolidated Income
Statement by function. Operating expenses are broken down into
the cost of services rendered (corresponding to costs incurred forthe execution of client projects), selling expenses, and general andadministrative expenses.
These three captions represent operating expenses which are
deducted from revenues to obtain the operating margin*, one of
the main Group business performance indicators. Certain typesof operating expense may be reclassified in previous periods inaccordance with the presentation adopted in the reported fiscal
year; these reclassifications are without impact on operating
margin, net profit nor cash flows.
Operating profit is obtained by deducting other operating income
and expenses from the operating margin.
Other operating income and expenses include amortization of
intangible assets recognized in business combinations, the charge
resulting from the deferred recognition of the fair value of shares
granted to employees (including social security contributions andemployer contributions), and non-recurring revenues and expenses,
notably impairment of goodwill, negative goodwill, capital gains
or losses on disposals of consolidated companies or businesses,
restructuring costs incurred under a detailed formal plan approvedby the Group’s management, acquisition costs, costs of integratingcompanies acquired by the Group including earn-outs comprising

CAPGEMINI

conditions of presence and the effects of curtailments, settlements
and transfers of defined benefit pension plans.
Profit for the year attributable to owners of the Company is thenobtained by taking into account the following items:— net finance costs, including net interest on borrowings
calculated using the effective interest rate, less income fromcash, cash equivalents and cash management assets;— other financial income and expense, which primarily
correspond to the impact of remeasuring financial
instruments to fair value when these relate to items of afinancial nature, disposal gains and losses and the impairmentof investments in non-consolidated companies, net interest
costs on defined benefit pension plans, exchange gains andlosses on financial items, and other financial income andexpense on miscellaneous financial assets and liabilities
calculated using the effective interest rate, as well as theinterest expense on lease liabilities;— current and deferred income tax expense;— share of profit of associates;— share of non-controlling interests.
*

Operating margin, an alternative performance measure monitored by theGroup, is defined in Note 3 – Alternative performance measures.

247

FINANCIAL INFORMATION
Consolidated accounts

Note 6 Revenues

The method for recognizing revenues and costs depends on thenature of the services rendered:

Deliverable-based contracts
Deliverable-based contracts typically include fixed price projects,
for example, system integration or design and development ofcustomized IT systems and related processes. Contract terms
typically range from 6 months to 2 years. Contract prices might
be subject to incentives and penalties, based on achievement ofspecified performance targets or levels of benefits delivered tothe customer.
For deliverable-based contracts, revenue is generally recognizedover time, because at least one of the following conditions is met:(i) the Group’s performance enhances an asset that the customer
controls as the Group performs or (ii) the Group builds an asset
that has no alternative use (e.g. it is customer-specific) and theGroup has an enforceable right to payment for performance todate in case of termination by the customer.
The Group applies the “cost-to-cost” method to measure progress
to completion. The percentage of completion is based on costs
incurred to date relative to the total estimate of cost at completionof the contract.
Estimates of total contract costs are revised when new elements
arise. Changes in estimates of cost at completion and related
percentage of completion are recorded in the Income Statement
as catch-up adjustments in the period in which the elements giving
rise to the revision are known.

5.

The related costs on deliverable-based contracts are expensed
as incurred.
The Group earns contractually the right to bill upon achievementof specified milestones or upon customer acceptance of work
performed. The difference between cumulative billings andcumulative revenue recognized is reflected in the balance sheet as
Contract assets (revenue in excess of billings) or Contract liabilities(billings in excess of revenue).

Resources-based contracts
Revenue from Resources-based contracts is recognized as theGroup earns the right to bill the customer as the amount invoiced
corresponds directly to the value to the customer of the performancecompleted to date. Each performance obligation is satisfied overtime as the client continuously receives and consumes the benefitsof the services. The services are priced based on the number of hours
spent on the contract. The amount to be billed is representative of
the value of the service delivered to the customer and therefore,
applying the right-to-bill practical expedient, revenue is recognizedover time based on the hours spent.
The related costs on resources-based contracts are expensed as
incurred.

Services-based contracts
Services-based contracts include infrastructure management,
application management and Business Services activities. Contract
terms typically range from 3 to 5 years. Fees are billable on amonthly basis, based on a fixed-price per work unit consumed, orbased on monthly fixed fees subject to adjustment mechanisms
for volume changes or scope changes. Contracts generally provide
for service-level penalties.

248

Recurring services are generally considered to be one single
performance obligation, comprised of a series of distinct daily unitsof service satisfied over time. Contract modifications are recorded
on a prospective basis. Revenue on services-based contracts is
recognized as rights to bill arise, except in specific cases where
invoicing terms do not reflect the value to the customer of services
rendered to date relative to the value of the remaining services (forexample, in case of significant front-loaded or backloaded fees ordiscounts). Service-level penalties or bonuses, if any, are accruedin full in the period when the performance targets are failed or
achieved, as appropriate.
Upfront fees received from customers, if any, are deferred andrecognized over the service period, even if non-refundable. Upfront
amounts payable to customers, if in excess of the fair value of
assets transferred from the customer, are capitalized (presented
in Contract assets) and amortized over the contractual period, as
a deduction to revenue.

Resale activities
As part of its operational activities, the Group may resell hardware
equipment, software licenses, maintenance and services purchasedfrom third-party suppliers. When the asset or service is distinct fromthe other services provided by the Group, the Group needs to assess
whether it is acting as an agent or a principal in the purchase andresale transaction. The Group acts as a “principal” when it obtains
control of the hardware, software or services before transferring
them to the customer. In such case, the transaction is presented
on a gross basis in the Income Statement (amounts charged bysuppliers are presented in operating expenses). If the Group acts
as an “agent”, the transaction is recorded on a net basis (amounts
charged by suppliers are recorded as a deduction to revenue). For
example, transactions are recorded on a net basis when the Group
does not have the primary responsibility for the fulfillment of thecontract and does not bear inventory and customer acceptance risk.

Royalties
Under product engineering partnership agreements granting theGroup licenses over software, the Group receives royalties for theuse of these licenses calculated using contractually-defined rates.

Multi-deliverable contracts
These contracts are long-term complex contracts with multiple
phases which may include design, transition, transformation, build
and service delivery (run).
The Group may be required to perform initial transition ortransformation activities under certain recurring service contacts.
Initial set-up activities, mainly transition phases, necessary toenable the ongoing services, are not considered to be performanceobligations. Any amount received in connection with those activities
are deferred and recognized in revenue over the contractual service
period. The other activities performed during the initial phaselike design, transformation and build are treated as a separate
performance obligation if they transfer to the customer thecontrol of an asset or if the customer can benefit from those initialactivities independently from the ongoing service. In such cases,
the corresponding revenues are generally recognized over time.

UNIVERSAL REGISTRATION DOCUMENT 2021

FINANCIAL INFORMATION
Consolidated accounts

When multiple Performance Obligations are identified within asingle contract, the Group allocates the total contract price to the
Performance Obligations based on their relative Standalone Selling
Price (“SSP”). In the absence of directly observable prices for similar
services sold separately to similar customers, SSPs are estimatedbased on expected costs plus a margin rate commensurate with
the nature and risk of the service.

Variable remuneration
Estimates of incentives, penalties, and any other variable revenues
are included in the transaction price, but only to the extent that
it is highly probable that the subsequent resolution of the pricecontingency will not result in a significant reversal of the cumulative
revenue previously recognized. To make such an estimate, the Groupconsiders the specific facts and circumstances of the contractand its experience with similar contracts. Changes in estimatesof variable consideration are recorded as cumulative catch-up
adjustments to revenue.

transformation costs that do not represent a separate performanceobligation, which are capitalized if they create a resource that theGroup will use to perform the promised service.
Reimbursements received from customers are recognized asrevenue, as costs are incurred.
A provision for onerous contracts is recorded if all the costs necessary
to fulfil the contract exceed the related benefits.

Presentation in the Consolidated Statement of
Financial Position

Costs to obtain and fulfill contracts

Contract assets are presented separately from trade receivables.
Contract assets reflect revenue recognized for which thecorresponding rights to receive consideration are contingent
upon something other than the passage of time, such as theGroup’s future performance, achievement of billing milestones,
or customer acceptance. When customer contract assets are nolonger contingent, except for the passage of time, they convert
into trade receivables. The majority of contract assets relate todeliverable-based contracts (see above).

Sales commissions incurred to obtain multi-year service contracts
are capitalized and amortized over the contract period. Commissions
are not capitalized if the amortization period is one year or less.

Contract liabilities represent consideration received or receivablein advance of performance. Contract assets and liabilities arepresented on a net basis for each individual contract.

Costs incurred prior to the signature of an enforceable contract
are capitalized only if they are directly attributable to the design
or set-up phase of a specifically identified contract, if the signatureof the contract is probable, and if the costs are expected to be
recoverable from the contract.
Costs incurred to fulfill the contracts are expensed as incurred withthe exception of certain initial set-up costs, such as transition and

Financing components
If the expected time lag between revenue recognition and client
payments is greater than 12 months, the Group assesses if afinancing facility has been accorded or received by the client, andif the impact is significant, the financial component is recorded
separately from revenues.

In 2021, revenues grew 14.6% year-on-year at current Group scope and exchange rates. Revenues grew 15.1% at constant exchange
rates (1), while organic growth (1) was 10.2%.
Changeat constantreported exchange rates (1)(in millions of euros)

2020

North America

4,839

8.5%

12.0%

5,251

France

3,443

10.3%

10.3%

3,799

2021

United Kingdom and Ireland

1,741

22.2%

18.3%

2,127

Rest of Europe

4,700

18.4%

17.6%

5,563

Asia-Pacific and Latin America

1,125

26.2%

27.3%

1,420

15,848

14.6%

15.1%

18,160TOTAL(1)Organic growth and growth at constant exchange rates, alternative performance measures monitored by the Group, are defined in Note 3 – Alternative performancemeasures.

Firm bookings taken in 2021 total €19,462 million.

CAPGEMINI

249

5.

FINANCIAL INFORMATION
Consolidated accounts

Note 7 Operating expenses by nature2020(in millions of euros)

Personnel expenses
Travel expenses
Purchases and sub-contracting expenses

Amount% ofrevenues

Amount% ofrevenues

10,47866.1%

12,192

67.1%

221

1.4%

123

0.7%

2,437

15.4%

2,718

15.0%

185

1.1%

154

0.8%

Rent and local taxes
Charges to depreciation, amortization, impairment
and provisions and proceeds from asset disposals

2021

648

4.1%

633

3.5%

13,96988.1%

15,820

87.1%

Note

2020

2021

Wages and salaries

8,473

9,884

Payroll taxes

1,914

2,225

OPERATING EXPENSES

Breakdown of personnel expenses(in millions of euros)

Pension costs related to defined benefit pension plans and otherpost-employment benefit expenses

25

91

83

10,47812,192(in millions of euros)

2020

2021

Amortization of intangible assets recognized in business combinations

(113)

(122)

Expenses relating to share grants

(105)

(163)

Restructuring costs

(147)

(101)

Integration costs for companies acquired

(71)

(105)

Acquisition costs

(38)

(15)

Other operating expenses

(45)

(31)

Total operating expenses

PERSONNEL EXPENSES

Note 8 Other operating income and expense
5.

(519)

(537)

Other operating income

142

36

Total operating income

142

36

(377)

(501)

OTHER OPERATING INCOME AND EXPENSE

Amortization of intangible assets recognized inbusiness combinations
The increase in amortization of intangible assets recognized inbusiness combinations in fiscal year 2021 is mainly due to thefull-year impact of the amortization of intangible assets recognizedin the context of the Altran acquisition.

Expenses relating to share grants
The expense relating to share grants is €163 million, comparedwith €105 million in 2020, mainly due to changes in the share priceduring the period impacting the IFRS expense for new plans andthe closing share price at the year end.

250

Restructuring costs
Fiscal year 2021 restructuring costs primarily concern workforce
reduction measures and real estate restructurings.

Integration costs for companies acquired
Integration costs for companies acquired total €105 million,
including €84 million in respect of the integration of Altran in 2021.

Other operating expenses
In the evolving context of the global coronavirus pandemic,
Capgemini’s priority is the health and Safety of its employees while
ensuring the continuity of services to its clients. These protection,
Health and Safety, business continuity and corporate sponsorshipmeasures generated non-recurring incremental costs of €9 million
in 2021, compared with €28 million in 2020.

UNIVERSAL REGISTRATION DOCUMENT 2021

FINANCIAL INFORMATION
Consolidated accounts

In addition, the Group sold some non-strategic businesses in the
United States in the second-half of the year, recognizing a capital
loss net of disposal costs of €17 million (see Note 2 – Consolidation
principles and Group structure).

Other operating income
In 2021, the Group recorded a gain of €17 million in respect of the
reduction in the pension and post-employment benefit obligation,
following the transfer of employees working exclusively on a
Canadian client contract.
For information, the other operating income included the capitalgain net of disposal costs on the sale of Odigo (€120 million) in 2020.

Note 9 Net financial expense
Note(in millions of euros)

Income from cash, cash equivalents and cash management assets

2020

2021

48

24

Net interest on borrowings

(118)

(126)

Net finance costs at the nominal interest rate

(70)

(102)

Impact of amortized cost on borrowings

(12)

(15)

Net finance costs at the effective interest rate

(82)

(117)

(23)

(18)

Interest on lease liabilities

Net interest cost on defined benefit pension plans

25

(25)

(19)

Exchange (losses) gains on financial transactions

(6)

(5)

Gains (losses) on derivative instruments

3

3

Other

(14)

(3)

Other financial income and expense

(65)

(42)

NET FINANCIAL EXPENSE

(147)

(159)

Net interest on borrowings (€126 million) and the impact ofamortized cost on borrowings (€15 million) total €141 million andmainly comprise:— coupons on the 2015 bond issue of €25 million, plus anamortized cost accounting impact of €1 million;— coupons on the 2016 bond issue of €1 million, plus anamortized cost accounting impact of €1 million;

Note 10— coupons on the 2020 bond issues of €84 million, plus anamortized cost accounting impact of €7 million.
Exchange losses on financial transactions and gains on derivative
instruments primarily concern inter-company loans denominatedin foreign currencies and their related hedging arrangements.

Income tax expense

The income tax expense is the sum of the current tax expense andthe deferred tax expense. It is recognized in the Income Statement,
except where it relates to a business combination or items recognizedin equity or in income and expense recognized in equity.

Current income taxes
The current income tax expense is the estimated amount of tax
payable (or receivable) in respect of the taxable profit (or loss) fora period and any adjustment to the current tax amount in respect

CAPGEMINI— coupons on the 2018 bond issues of €15 million, plus anamortized cost accounting impact of €6 million;of prior periods. The tax payable (or receivable) is calculated using
tax rates that have been enacted or substantively enacted at thereporting date.

Deferred taxes
Deferred taxes are recorded to take account of temporary differences
between the carrying amounts of certain assets and liabilities andtheir tax basis. See Note 17 – Deferred tax.

251

5.

FINANCIAL INFORMATION
Consolidated accounts

Current and deferred income taxes
The income tax expense for fiscal year 2021 breaks down as follows:(in millions of euros)

2020

2021

Current income taxes

(316)

(426)

Deferred taxes
INCOME TAX (EXPENSE) INCOME

(84)

(100)

(400)

(526)

Effective tax rate
The difference between the French standard rate of income tax and the effective Group tax rate can be analyzed as follows:2020(in millions of euros)

Amount%2021
Amount%Profit before tax

1,355

1,680

Standard tax rate in France (%)

32.02

28.41

Tax expense at the standard rate

(434)

32.02

(477)

28.41

39

(2.9)

17

(1.0)

Deferred tax assets not recognized on temporary
differences and tax loss carry-forwards arising in
the period

(81)

6.0

(17)

1.0

Net recognition of deferred tax assets on
temporary differences and tax loss carry-forwards
arising prior to January 1

(7)

0.5

(15)

1.0

Utilization of previously unrecognized tax loss
carry-forwards

2

(0.1)

7

(0.4)

Prior year adjustments

7

(0.5)

7

(0.4)

Difference in tax rates between countries
Impact of:5.

Taxes not based on taxable profit

(39)

2.9

(27)

1.6

Permanent differences and other items

105

(7.8)

15

(1.0)

Income tax expense and effective tax rate before
the tax expense/profit due to the transitional
impact of the 2017 US tax reform

(408)

30.1

(490)

29.2

Tax expense/profit due to the transitional impact ofthe 2017 US tax reform

8

(0.6)

(36)

2.1

Income tax expense and effective tax rate after
the tax expense/profit due to the transitional
impact of the 2017 US tax reform

(400)

29.5

(526)

31.3

The 2021 income tax charge is €526 million linked to a profit before
tax of €1,680 million, the effective tax rate (ETR) is 31.3% compared
to 29.5% in 2020. This increase is mainly due to:— the transitional impact of the 2017 US tax reform which
represented a profit of €8 million in 2020 and an expense of€36 million in 2021;— the impact of changes in permanent differences – notably
the untaxed capital gain net of disposal costs on the sale of
Odigo in 2020;
compensed by:— the decrease of the income tax rate and the Corporate
Value-Added Contribution (Cotisation sur la Valeur Ajoutée desEntreprises, CVAE) in France; and— a net recognition of deferred tax assets on tax losses carriedforward and temporary differences more important in 2021
than in 2020.

252“Taxes not based on taxable profit” primarily consist of:— in France: the Corporate Value-Added Contribution(Cotisation sur la Valeur Ajoutée des Entreprises, CVAE);— in the United States, certain State taxes;— in Italy, the regional tax on productive activities (IRAP).
The tax expense of €36 million in 2021 due to the transitional
impact of the 2017 US tax reform, comprises:— the Base Erosion and Anti-abuse Tax (BEAT): this alternative
tax is applicable from 2018. The tax rate is 10% from 2019. The
tax base is distinct from the corporate income tax base andincludes certain payments to non-US Group entities, normallydeductible for tax purposes. The resulting tax amount iscompared with the standard income tax expense calculated
at the standard rate after allocating tax loss carry-forwards,
and the higher of the two amounts is payable;

UNIVERSAL REGISTRATION DOCUMENT 2021

FINANCIAL INFORMATION
Consolidated accounts— the tax on Global Intangible Low-Taxed Income (GILTI):
inclusion in the taxable profits of US companies earnings ofthe taxable profits of foreign subsidiaries in excess of 10% of
the fiscal value of the tangible assets of those subsidiaries.
The applicable tax rate is around 26%. Except where available
tax losses carried forward are offset in full, a 50% deduction
is applied to the tax base and foreign tax credits deduction

is possible. The publication of administrative comments in2020 enabled the Group to eliminate most of the GILTI tax
expense relating to the years 2018, 2019 and 2020, resulting
in a positive effect in 2020 and a negligible impact in 2021.
The effective income tax rate used to calculate normalized earnings
per share (see Note 11 – Earning per share) at December 31, 2021
is 29.2%, compared with 30.1% at December 31, 2020.

Note 11 Earnings per share

Earnings per share, diluted earnings per share and normalized
earnings per share are measured as follows:— basic earnings per share are calculated by dividing profit
or loss attributable to owners of the Company by theweighted average number of ordinary shares outstanding
during the period, excluding treasury shares. The weighted
average number of ordinary shares outstanding is calculated
based on the number of ordinary shares outstanding at the
beginning of the period, after deduction of treasury shares,
adjusted on a time apportioned basis for shares bought backor issued during the period;— diluted earnings per share are calculated by dividing
profit or loss attributable to owners of the Company by theweighted average number of ordinary shares outstanding
during the year as used to calculate basic earnings per share,both items being adjusted on a time-apportioned basis forthe effects of all potentially dilutive financial instruments
corresponding to (i) bonds redeemable in cash and/or in new
and/or existing shares, (ii) performance shares and (iii) freeshare grants;— normalized earnings per share are calculated by dividing
normalized profit or loss attributable to owners of theCompany by the weighted average number of ordinary
shares outstanding, excluding treasury shares. Normalized
net profit or loss is equal to profit for the year attributableto owners of the Company corrected for the impact of items
recognized in “Other operating income and expense” (seeNote 8 – Other operating income and expense and Note 10 –Income tax expense), net of tax calculated using the effective
tax rate.

Basic earnings per share

Profit for the year attributable to owners of the Company (in millions of euros)
Weighted average number of ordinary shares outstanding
BASIC EARNINGS PER SHARE (in euros)

Diluted earnings per share
Diluted earnings per share are calculated by assuming conversion
into ordinary shares of all dilutive instruments outstanding during
the year.
In 2021, instruments considered dilutive for the purpose of
calculating diluted earnings per share include:— shares delivered in October 2021 to non-French employees
under the performance share plan approved by the Boardof Directors on October 05, 2017 representing a weighted
average of 523,112 shares;— shares delivered in October 2021 to French employees
and shares to be delivered in October 2022 to non-French
employees, under the performance share plan approved by
the Board of Directors on October 3, 2018, representing aweighted average of 1,108,002 shares;— shares available for grant under the performance share plan
approved by the Board of Directors on October 2, 2019,

CAPGEMINI

2020

2021

957

1,157

167,620,101

168,574,058

5.71

6.87

representing a weighted average of 1,411,412 shares andwhose related performance conditions will be definitely
assessed in October 2022;— shares available for grant under the performance share plan
approved by the Board of Directors on October 7, 2020,
representing a weighted average of 1,832,072 shares andwhose related performance conditions will be definitely
assessed in October 2023;— shares available for grant under the performance share plan
approved by the Board of Directors on October 6, 2021,
representing a weighted average of 449,183 shares andwhose related performance conditions will be definitely
assessed in October 2024;— shares available for grant under the performance share plan
approved by the Board of Directors on October 6, 2021,
representing a weighted average of 1,194 shares and whose
related presence conditions will be definitely assessed in
October 2024.

253

5.

FINANCIAL INFORMATION
Consolidated accounts(in millions of euros)

2020

2021

Profit for the year attributable to owners of the Company

957

1,157

Diluted profit for the year attributable to owners of the Company
Weighted average number of ordinary shares outstanding
Adjusted for:
Performance shares and free shares available for exercise

957

1,157

167,620,101

168,574,058

4,935,845

5,324,975

172,555,946

173,899,033

5.55

6.66

(in millions of euros)

2020

2021

Profit for the year attributable to owners of the Company

957

1,157

Other operating income and expenses, net of tax calculated at the effective tax rate (1)

263

355

1,220

1,512

167,620,101

168,574,058

7.28

8.97

Weighted average number of ordinary shares outstanding (diluted)
DILUTED EARNINGS PER SHARE (in euros)

Normalized earnings per share

Normalized profit for the year attributable to owners of the Company
Weighted average number of ordinary shares outstanding
NORMALIZED EARNINGS PER SHARE (in euros)(1)

See Note 10 – Income tax expense.

In fiscal year 2021, the Group recognized an income tax expenseof €36 million in respect of the transitional impact of the 2017
US tax reform, reducing normalized earnings per share by €0.22.

Excluding these amounts, 2021 normalized earnings per share
would have been €9.19:(in millions of euros)

2020

2021

NORMALIZED EARNINGS PER SHARE (in euros)

7.28

8.97

(8)

36

Tax expense due to the transitional impact of the 2017 US tax reform
Weighted average number of ordinary shares outstanding

5.

167,620,101

168,574,058

Impact of the tax expense due to the transitional impact of the 2017 US tax reform(0.05)

0.22

Normalized earnings per share – excl. the tax expense/profit due to the transitional
impact of the 2017 US tax reform (in euros)

7.23

9.19

Note 12 Equity

Incentive instruments and employee share ownershipa) Instruments granted to employees
Shares subject to performance and presence conditions
Performance shares are granted to a certain number of Group
employees, subject to performance (internal and external) andpresence conditions. Share grants become definitive after avesting period of at least three years since July 2016 or four years,
depending on the tax residence of the beneficiary.
The shares are measured at fair value, corresponding to the valueof the benefit granted to the employee at the grant date.
The fair value of shares subject to external performance conditions
is calculated using the “Monte Carlo” model, which incorporates
assumptions concerning the share price at the grant date, implicit

254

share price volatility, the risk-free interest rate, the expected
dividend yield and market performance conditions.
The fair value of shares subject to internal performance and/or
presence conditions is calculated using a model in compliance withIFRS 2, which incorporates assumptions concerning the share priceat the grant date, share transfer restrictions, the risk-free interest
rate and the expected dividend yield.
The expense recognized also takes into account staff attrition
rates for eligible employee categories, which are reviewed eachyear and internal performance conditions (non-market conditions).
This amount is recognized in “Other operating income and expense”
in the Income Statement on a straight-line basis over the vesting
period, with a corresponding adjustment to equity.

UNIVERSAL REGISTRATION DOCUMENT 2021

FINANCIAL INFORMATION
Consolidated accountsb) Instruments proposed to employees
Employee savings plan
Leveraged employee share ownership plans offering the possibility
to subscribe for shares at a discounted preferential rate havebeen set up by the Group. When determining the IFRS 2 expense
measuring the benefit granted to employees, the Group adjusts theamount of the discount granted to employees on the subscription
price based on the following two items:— the cost of the non-transferability of shares granted to
employees during a period of five years. This cost is measured
taking account of the five-year lock-in period. It corresponds
to the cost of a two-stage strategy under which the market
participant enters into a forward sale effective at the end of
the five-year lock-in period and simultaneously borrows theamount necessary to buy a share available for immediatetransfer. This cost is calculated based on the following
assumptions:–––the subscription price is set by the Chief Executive Officer
pursuant to the powers delegated by the Board of
Directors. This subscription price is equal to the average
Capgemini SE share price, weighted for volumes, during
the twenty trading days preceding the decision of the
Chief Executive Officer, to which a discount is applied,
the grant date is the date at which employees are fully
informed of the specific characteristics and terms andconditions of the offer and particularly the subscription
price,
the loan rate granted to employees and used to determine
the cost of the non-transferability of shares is the rate at
which a bank would grant a consumer loan repayable onmaturity without allocation to a private individual withan average risk profile, for a term corresponding to theterm of the plan;— the opportunity gain reflecting the possibility granted to
employees to benefit from market terms and conditions
identical to those of the Group.
In certain countries where the set-up of a leveraged plan throughan Employee Savings Mutual Fund (fonds commun de placement
entreprise) or directly in the name of the employee is not possible,
the employee share ownership plan (ESOP) includes a Stock
Appreciation Rights (SAR) mechanism. The benefit offered by theGroup corresponds to the amount of the discount on the sharesubscription price.

Treasury shares
Capgemini SE shares held by the Company or by any consolidated
companies are shown as a deduction from consolidated equity, atcost. Any proceeds from sales of treasury shares are taken directly
to equity, net of the tax effect, such that the gain or loss on the sale,
net of tax, does not impact the Income Statement for the period.

Derivative instruments on own shares
When derivative instruments on own shares satisfy IAS 32 classification
criteria for recognition in equity, they are initially recognized in equity
in the amount of the consideration received or paid. Subsequentchanges in fair value are not recognized in the financial statements,
other than the related tax effect.
Where these instruments do not satisfy the aforementioned criteria,
the derivative instruments on own shares are recognized in assets
or liabilities at fair value. Changes in fair value are recognized in
profit or loss. The fair value remeasurement of these instruments
at the year-end is recognized based on external valuations.

5.
Incentive instruments and employee share ownershipA) Share subscription plans
The Group no longer grants stock options since the plan authorized
in 2005. The last grant under this plan was performed in June 2008.

B) Performance share plans
The Shareholders’ Meetings of May 10, 2017, May 23, 2018,
May 23, 2019, May 20, 2020 and then May 20, 2021 authorized the

CAPGEMINI

Board of Directors to grant shares to a certain number of Group
employees, on one or several occasions and within a maximum
period of 18 months, subject to performance and/or presence
conditions. On October 5, 2017, October 3, 2018, October 2, 2019,
October 7, 2020 and October 6, 2021, the Board of Directors
approved the terms and conditions and the list of beneficiariesof these plans.
The main features of these plans in 2021 are set out in the tablebelow:

255

FINANCIAL INFORMATION
Consolidated accounts
October 2017 Plan

Maximum number of shares that may be granted% of share capital at the date of the Board of Directors’ decision
Total number of shares granted
Date of Board of Directors’ decision
Performance assessment dates
Vesting period

Mandatory lock-in period effective as from the vesting date (France only)

1,691,496 shares
1%
1,522,500 (2)October 05, 2017
Three years for the two
performance conditions
3 years as from the grant date(France) or 4 years as from the
grant date (other countries)
2 years

Main market conditions at the grant date
Volatility

25.65%

Risk‑free interest rate

‑0.17%/+0.90%

Expected dividend rate

1.60%

Other conditions
Performance conditions
Employee presence within the Group at the vesting date
Pricing model used to calculate the fair value of shares

Yes (see below)
Yes
Monte Carlo for performance
shares with external (market)
conditions

Range of fair values (in euros)
Free shares (per share and in euros)

86.98 – 93.25

Performance shares (per share and in euros)

62.02 – 93.25

Of which corporate officers

66.38

Number of shares at December 31, 2020

5.

that may vest under the plan in respect of sharespreviously granted, subject to conditions (performance and/or presence)
Of which corporate officers

715,430‑

Change during the period
Number of shares subject to performance and/or
presence conditions granted during the year-

Of which corporate officers‑

Number of shares forfeited or canceled during the year
Number of shares vested during the year

53,840661,590 (3)Number of shares at December 31, 2021
that may vest under the plan in respect of sharespreviously granted, subject to conditions (performance and/or presence)-

Weighted average number of shares

523,112

Share price at the grant date (in euros)

100.25256

UNIVERSAL REGISTRATION DOCUMENT 2021

FINANCIAL INFORMATION
Consolidated accounts
October 2018 Plan

Maximum number of shares that may be granted% of share capital at the date of the Board of Directors’ decision
Total number of shares granted
Date of Board of Directors’ decision
Performance assessment dates
Vesting period

Mandatory lock-in period effective as from the vesting date (France only)

1,688,170 shares
1%
1,384,530 (4)October 03, 2018
Three years for the two
performance conditions
3 years as from the grant date(France) or 4 years as from the
grant date (other countries)
2 years

Main market conditions at the grant date
Volatility

23.29%

Risk‑free interest rate

‑0.109%/0.2429%

Expected dividend rate

1.60%

Other conditions
Performance conditions
Employee presence within the Group at the vesting date
Pricing model used to calculate the fair value of shares

Yes (see below)
Yes
Monte Carlo for performance
shares with external (market)
conditions

Range of fair values (in euros)
Free shares (per share and in euros)

96.86 – 104.92

Performance shares (per share and in euros)

63.95 – 104.92

Of which corporate officers

80.32

Number of shares at December 31, 2020
that may vest under the plan in respect of sharespreviously granted, subject to conditions (performance and/or presence)

1,257,895

Of which corporate officers

44,500 (1)Change during the period
Number of shares subject to performance and/or
presence conditions granted during the year-

Of which corporate officers‑

Number of shares forfeited or canceled during the year
Number of shares vested during the year

133,709332,154 (5)Number of shares at December 31, 2021
that may vest under the plan in respect of sharespreviously granted, subject to conditions (performance and/or presence)

792,032 (6)Weighted average number of shares

1,108,002

Share price at the grant date (in euros)

112.35CAPGEMINI

257

5.

FINANCIAL INFORMATION
Consolidated accounts
October 2019 Plan

Maximum number of shares that may be granted% of share capital at the date of the Board of Directors’ decision
Total number of shares granted
Date of Board of Directors’ decision
Performance assessment dates
Vesting period

Mandatory lock-in period effective as from the vesting date (France only)

1,672,937 shares
1%
1,523,015 (7)October 02, 2019
Three years for the two
performance conditions
3 years as from the grant date(France) or 4 years as from the
grant date (other countries)
2 years

Main market conditions at the grant date
Volatility

23.14%

Risk‑free interest rate

‑0.478%/‑0.458%

Expected dividend rate

1.60%

Other conditions
Performance conditions
Employee presence within the Group at the vesting date
Pricing model used to calculate the fair value of shares

Yes (see below)
Yes
Monte Carlo for performance
shares with external (market)
conditions

Range of fair values (in euros)
Free shares (per share and in euros)
Performance shares (per share and in euros)
Of which corporate officers

99.57
52.81 – 99.57
74.12

Number of shares at December 31, 2020

5.

that may vest under the plan in respect of sharespreviously granted, subject to conditions (performance and/or presence)

1,457,162

Of which corporate officers

47,000 (1)Change during the period
Number of shares subject to performance and/or
presence conditions granted during the year-

Of which corporate officers‑

Number of shares forfeited or canceled during the year
Number of shares vested during the year

91,500-

Number of shares at December 31, 2021
that may vest under the plan in respect of sharespreviously granted, subject to conditions (performance and/or presence)

1,365,662 (8)Weighted average number of shares

1,411,412

Share price at the grant date (in euros)

107.35

258

UNIVERSAL REGISTRATION DOCUMENT 2021

FINANCIAL INFORMATION
Consolidated accounts
October 2020 Plan

Maximum number of shares that may be granted% of share capital at the date of the Board of Directors’ decision
Total number of shares granted
Date of Board of Directors’ decision
Performance assessment dates
Vesting period

Mandatory lock-in period effective as from the vesting date (France only)

2,033,396 shares
1.2%
1,900,000 (9)October 07, 2020Three years for the two
performance conditions
3 years as from the grant date(France) or 4 years as from the
grant date (other countries)
1 yearMain market conditions at the grant date
Volatility

29.61%

Risk‑free interest rate

‑0.499%/‑0.4615%

Expected dividend rate

1.60%

Other conditions
Performance conditions
Employee presence within the Group at the vesting date
Pricing model used to calculate the fair value of shares

Yes (see below)
Yes
Monte Carlo for performance
shares with external (market)
conditions

Range of fair values (in euros)
Free shares (per share and in euros)

97.54 – 99.4

Performance shares (per share and in euros)

61.29 – 99.4

Of which corporate officers

79.2

Number of shares at December 31, 2020
that may vest under the plan in respect of sharespreviously granted, subject to conditions (performance and/or presence)

1,888,290

Of which corporate officers

25,000 (1)Change during the period
Number of shares subject to performance and/or
presence conditions granted during the year-

Of which corporate officers‑

Number of shares forfeited or canceled during the year
Number of shares vested during the year

112,435-

Number of shares at December 31, 2021
that may vest under the plan in respect of sharespreviously granted, subject to conditions (performance and/or presence)

1,775,855 (10)Weighted average number of shares

1,832,072

Share price at the grant date (in euros)

107.55CAPGEMINI

259

5.

FINANCIAL INFORMATION
Consolidated accounts

Maximum number of shares that may be granted% of share capital at the date of the Board of Directors’decision
Total number of shares granted
Date of Board of Directors’ decision

October 2021 Plan

December 2021 Plan

2,025,418

2,025,418

1.2%

1.2%

1,834,500 (11)14,325 (13)October 06, 2021

October 06, 2021

Three years for the two
performance conditions

Three years for the two
performance conditions

3 years as from the grant date(France) or 4 years as from the
grant date (other countries)

3 years as from the grant date(other countries)

1 year

-30.967%30.967%

Risk‑free interest rate

‑0.4246%/‑0.2605%‑0.4246%/‑0.2605%

Expected dividend rate

1.60%

1.60%

Yes (see below)

No

Yes

Yes

Monte Carlo for performance
shares with external (market)
conditions-

Free shares (per share and in euros)

161.73 – 166.68

200.82

Performance shares (per share and in euros)

99.41 – 166.68‑

129.68‑‑‑

Number of shares subject to performance and/or
presence conditions granted during the year

1,834,500

14,325

Of which corporate officers

18,500 (1)‑37,770-1,796,730 (12)14,325

Performance assessment dates
Vesting period

Mandatory lock-in period effective as from the vesting date(France only)
Main market conditions at the grant date
Volatility

Other conditions
Performance conditions
Employee presence within the Group at the vesting date
Pricing model used to calculate the fair value of shares

Range of fair values (in euros)5.

Of which corporate officers
Number of shares at December 31, 2020
that may vest under the plan in respect of sharespreviously granted, subject to conditions(performance and/or presence)
Of which corporate officers
Change during the period

Number of shares forfeited or canceled during the year
Number of shares vested during the year
Number of shares at December 31, 2021
that may vest under the plan in respect of sharespreviously granted, subject to conditions(performance and/or presence)
Weighted average number of shares

449,183

1,194

Share price at the grant date (in euros)

175.65207.30(1) Grant subject to performance conditions only.
(2) Grant subject to performance conditions only, except for 19,150 shares subject to presence conditions only.
(3) In respect of the “non-French” plan only: these amounts include a 40% discount on the external performance condition.
(4) Grant subject to performance conditions only, except for 124,955 shares subject to presence conditions only.
(5) In respect of the French plan only: these amounts include a 20% discount on the external performance condition.
(6) In respect of the “non-French” plan only.
(7) Grant subject to performance conditions only, except for 8,852 shares subject to presence conditions only.
(8) Of which 422,150 shares in respect of the French plan and 943,512 shares in respect of the non-French plan.
(9) Grant subject to performance conditions only, except for 39,800 shares subject to presence conditions only.
(10) Of which 545,000 shares in respect of the French plan and 1,230,855 shares in respect of the non-French plan.
(11) Grant subject to performance conditions only, except for 3,600 shares subject to presence conditions only.
(12) Of which 472,400 shares in respect of the French plan and 1,324,330 shares in respect of the non-French plan.
(13) Grant subject to performance conditions only.

260

UNIVERSAL REGISTRATION DOCUMENT 2021

FINANCIAL INFORMATION
Consolidated accountsa) Shares vested in 2021 under the 2017 and 2018 plans
The assessment of performance conditions under the October 2017
plan concluded that the internal performance condition was
100% attained and the external performance condition was 60%
attained, given the performance of the Capgemini SE share, which,while above that of the comparison basket, was below the 110%threshold enabling the maximum allocation. Satisfaction of thepresence condition at the end of September 2021 led to the vestingof 661,590 shares in October 2021 to non-French beneficiaries. A
total of 984,690 shares have vested under the October 2017 plan,
representing 64.7% of shares initially granted.
The assessment of performance conditions under the October 2018
plan concluded that the internal performance condition and
the CSR performance conditions were 100% attained and theexternal performance condition was 80% attained, given theperformance of the Capgemini SE share, which, while above thatof the comparison basket, was below the 110% threshold enabling
the maximum allocation. Satisfaction of the presence condition at
the end of September 2021 led to the vesting of 332,154 shares in
October 2021 to French beneficiaries.
b) Performance conditions of the plans
In accordance with the AMF recommendation of December 8, 2009
regarding the inclusion of an internal and external performance
condition when granting performance shares, the Board of Directors
decided as from the 2010 plan to add an internal condition to theexternal condition initially planned.
The following internal and external performance conditions apply:
Under the 2012 to 2017 plans, the external performance condition
accounts for 50% of the grant calculation as does the internal
performance condition.
External performance condition
The terms of the external performance condition were tightenedfor the 2016 to 2018 plans, compared with the preceding plans
under which shares began to vest from a Capgemini SE shareperformance of at least 90% of the basket.
Accordingly, since 2016, under these plans:— no shares are granted if the performance of theCapgemini SE share during the period in question is less thanthe performance of the basket of securities over the same
period;— the number of shares ultimately granted:
–

–

–

(1)

is equal to 50% of the number of shares initially allocated
if the performance of the Capgemini SE share is at least
equal to 100% of the basket,
is equal to 100% of the number of shares initially allocated
if the relative performance of the Capgemini SE share ishigher than or equal to 110% of the basket,
varies on a straight-line basis between 50% and 100% of
the initial allocation, based on a pre-defined schedule,
where the performance of the Capgemini SE share is
between 100% and 110% of the basket.

Moreover, in 2019, an outperformance condition was added
applicable to all beneficiaries except corporate officers, such that
if the relative performance of the share reaches or exceeds 120%of the basket, the allocation may amount to 110% of the external
performance portion (but the final grant may not exceed 100%of the initial grant).
For the 2017, 2018, 2019, 2020 and 2021 plans, the basket comprises
the following companies: Accenture/Indra/Atos/Tieto/CGI Group/
Infosys/Sopra Steria/Cognizant and two indices, the CAC 40 index
and the Euro Stoxx 600 Technology index.
The fair value of shares subject to external performance conditions
is adjusted for a discount calculated in accordance with the Monte
Carlo model, together with a discount for non-transferability forthe shares granted in France.
Internal performance condition
The internal performance condition is based on the generation oforganic free cash flow (1) (OFCF) over a three period encompassing
fiscal years 2017 to 2019 for the 2017 plan, fiscal years 2018 to 2020
for the 2018 plan, fiscal years 2019 to 2021 for the 2019 plan, fiscal
years 2020 to 2022 for the 2020 plan and fiscal years 2021 to 2023
for the 2021 plan. Accordingly:— no shares will be granted in respect of the internal
performance condition if the cumulative increase inorganic free cash flow over the reference period is less than
€2,900 million for the 2017 plan, €3,000 million for the 2018
plan, €3,100 million for the 2019 plan, €3,400 million for the2020 plan and €3,900 million for the 2021 plan;— 100% of the initial internal allocation will be granted if organic
free cash flow is equal to or exceeds €3,200 million for the2017 plan, €3,250 million for the 2018 plan, €3,400 million
for the 2019 plan, €3,700 million for the 2020 plan and€4,200 million for the 2021 plan for beneficiaries other thancorporate officers and €4,500 for corporate officers. The
trigger threshold for the application of the outperformancebonus is €3,700 million for the 2019 plan, €3,900 million forthe 2020 plan and €4,500 million for the 2021 plan (but the
final grant may not exceed 100% of the initial grant for theseplans).
The fair value of shares subject to internal performance conditions
is calculated assuming 100% realization and will be adjusted where
necessary in line with effective realization of this condition. A
discount for non-transferability is also applied for the shares
granted to French beneficiaries.
Inclusion of a new CSR performance condition since 2018
The Board of Directors’ meeting of March 13, 2018 wished to alignthe performance conditions with the Group’s strategic priorities
by proposing the inclusion of a performance condition based ondiversity and sustainable development objectives reflecting theGroup’s corporate, social and environmental responsibility strategy.
This provision was retained in 2021 and in view of the inclusion ofan outperformance condition, the following table summarizes theapplicable performance conditions, under the 2021 plan, for eachof the three conditions:

Organic free cash flow, an alternative performance measure monitored by the Group, is defined in Note 3 – Alternative performance measures and Note 23 – Cash flows.

CAPGEMINI

261

5.

FINANCIAL INFORMATION
Consolidated accounts

Summary of performance conditions applicable to beneficiaries of the 2021 plan
Weightingapplied for
managers (1)Weightingappliedfor otherbeneficiaries

Market condition:
Performance of the Capgemini shareover a three-year period

35%

15%

— 0% if Capgemini share performance < 100%of the average performance of the basket— 50% if equal to 100%
— 100% if equal to 110%
— 110% if the average performance of theshare is at least equal to 120% of the average
performance of the basket (for beneficiaries
other than Executive Corporate Officers)

Financial condition:organic free cash flow for the three-year
cumulative period from January 1, 2021
to December 31, 2023

50%

70%

For Executive Corporate Officers— 0% if < €3,900 million— 50% if equal to €3,900 million— 80% if equal to €4,200 million— 100% if at least equal to €4,500 million

Performance conditions

Percentage of the grant determined byeach performance condition

For beneficiaries other than Executive
Corporate Officers— 0% if < €3,900 million— 50% if equal to €3,900 million— 100% if equal to €4,200 million— 110% if at least equal to €4,500 million
CSR condition comprising two objectives:

5.

Diversity: increase in the number of womenin the Vice-President inflow population overa three-year period (2021-2023)

7.5%

7.5%

— 0% if the % of women in the Vice-President
inflow population through recruitment orinternal promotion is < 28%— 30% if equal to 28%— 100% if equal to 30%— 110% if at least equal to 31.5% (for beneficiaries
other than Executive Corporate Officers)

Reduction in the carbon footprint at
end-2023 compared with 2019

7.5%

7.5%

— 0% if the reduction in GhG emissions comparedwith the reference period is < 60%— 30% if equal to 60%— 100% if equal to 70%— 110% if at least equal to 80% (for beneficiaries
other than Executive Corporate Officers)(1)

Executive Corporate Officers (Chairman and Chief Executive Officer), members of the general management team and key executive managers of the Group.

C) International employee share ownership plan –ESOP 2017

E) International employee share ownership plan –ESOP 2019

The Group set up an employee share ownership plan (ESOP 2017)
in the second-half of 2017. On December 18, 2017, the Group issued
3,600,000 new shares reserved for employees with a par value of€8, representing a share capital increase of €320 million net ofissue costs. The total cost of this employee share ownership planin 2017 was €2.2 million, attributable to the Stock Appreciation
Rights (SAR) mechanism for employees in countries where the
set-up of an Employee Savings Mutual Fund (fonds commun deplacement entreprise, FCPE) was not possible or relevant.

The Group set up an employee share ownership plan (ESOP 2019) inthe second-half of 2019. On December 18, 2019, the Group issued
2,750,000 new shares reserved for employees with a par value of€8, representing a share capital increase of €253 million net ofissue costs. The total cost of this employee share ownership planin 2019 was €1.6 million, attributable to the Stock Appreciation
Rights (SAR) mechanism for employees in countries where the
set-up of an Employee Savings Mutual Fund (fonds commun deplacement entreprise, FCPE) was not possible or relevant.

D) International employee share ownership plan –ESOP 2018

F) International employee share ownership plan –ESOP 2020

The Group set up an employee share ownership plan (ESOP 2018) inthe second-half of 2018. On December 18, 2018, the Group issued
2,500,000 new shares reserved for employees with a par value of€8, representing a share capital increase of €230 million net ofissue costs. The total cost of this employee share ownership planin 2018 was €1.3 million, attributable to the Stock Appreciation
Rights (SAR) mechanism for employees in countries where the
set-up of an Employee Savings Mutual Fund (fonds commun deplacement entreprise, FCPE) was not possible or relevant.

The Group set up an employee share ownership plan (ESOP 2020) in
the second-half of 2020. On December 17, 2020, the Group issued
3,000,000 new shares reserved for employees with a par value of€8 each, representing a share capital increase of €278 million net ofissue costs. The total cost of this employee share ownership plan in2020 was €1.8 million, attributable to the Stock Appreciation Rights(SAR) mechanism for employees in countries where the set-up of
an Employee Savings Mutual Fund (fonds commun de placement
entreprise, FCPE) was not possible or relevant.

262

UNIVERSAL REGISTRATION DOCUMENT 2021

FINANCIAL INFORMATION
Consolidated accounts

Pursuant to the share purchase agreement signed on October 7,2020 with an investment services provider, which is also theinstitution managing the ESOP 2020 employee share ownershipplan, Capgemini SE purchased 3,000,000 of its own shares for aconsideration of €320 million to neutralize the dilution related
to this plan. All of these shares were canceled in December 2020.

G) International employee share ownership plan –ESOP 2021
The Group set up an employee share ownership plan (ESOP 2021) inthe second-half of 2021. On December 16, 2021, the Group issued
3,606,687 new shares reserved for employees with a par value of€8 each, representing a share capital increase of €588 million net(in millions of euros)

EXPENSE ON INCENTIVEINSTRUMENTS AND EMPLOYEESHARE OWNERSHIP PLANS

Impact of incentive instruments and employee shareownership plans
The following table presents the expense recognized in “Other
operating income and expense” (including payroll taxes andemployer contributions) for incentive instruments and employee
share ownership plans and the residual amount to be amortizedin future periods:
2020

2021

Note

Expense of theperiodResidual amountto be amortizedin future periods

Residual amount
Expense of the to be amortized
period in future periods

8

105

311

Treasury shares and management of share capitaland market risks
The Group does not hold any shares for financial investment
purposes and does not have any interests in listed companies.
At December 31, 2021, treasury shares were deducted fromconsolidated equity in the amount of €79 million. These consistof (i) 386,045 shares purchased under the share buyback programand (ii) 51,790 shares held under the liquidity agreement (forwhich the cash and UCITS balances are around €28 million at
December 31, 2021) and the contractual holding system for key
employees of American and British activities.
In view of the small number of treasury shares held, the Groupis not therefore exposed to significant equity risk. Finally, as thevalue of treasury shares is deducted from equity, changes in theshare price do not impact the Consolidated Income Statement.
The Group’s capital management strategy is designed to maintain astrong capital base in view of supporting the continued developmentof its business activities and delivering a return to shareholders,
while adopting a prudent approach to debt. At December 31, 2021,
the Group had net debt (1) of €3,224 million (compared with(1)of issue costs. The total cost of this employee share ownership planin 2021 was €4.2 million, attributable to the Stock Appreciation
Rights (SAR) mechanism for employees in countries where the
set-up of an Employee Savings Mutual Fund (fonds commun deplacement entreprise, FCPE) was not possible or relevant.

163

438

€4,904 million at December 31, 2020). In order to best manage thestructure of its capital, the Group can notably issue new shares,
buy back its own shares, adjust the dividend paid to shareholders
or enter into derivative instruments on its own shares.

Currency risk and translation gains and losses on theaccounts of subsidiaries with a functional currency
other than the euro
Regarding risks arising on the translation of the foreign currency
accounts of consolidated subsidiaries, in 2021 the Group’s
consolidated financial statements are particularly impacted byfluctuations in the US dollar and in the Indian rupee, generating a
positive impact on foreign exchange translation reserves resulting
from the appreciation of these two currencies against the euroat December 31, 2021.
The Group does not hedge risks arising on the translation of theforeign currency accounts of consolidated subsidiaries whosefunctional currency is not the euro. The main exchange rates used
for the preparation of the financial statements are presented in
Note 2 – Consolidation principles and Group structure.

Net debt, an alternative performance measure monitored by the Group, is defined in Note 22 – Net debt/net cash and cash equivalents.

CAPGEMINI

263

5.

FINANCIAL INFORMATION
Consolidated accounts

Note 13 Goodwill and intangible assets

Goodwill
Goodwill is equal to the excess of the acquisition price (plus,
where applicable, non-controlling interests) over the net amountrecognized in respect of identifiable assets acquired and liabilities
assumed. Where an acquisition confers control with remaining
non-controlling interests (acquisition of less than 100%), the Groupelects either to recognize goodwill on the full amount of revalued
net assets, including the share attributable to non-controllinginterests (full goodwill method) or on the share in revalued net
assets effectively acquired only (partial goodwill method). This
choice is made for each individual transaction.
Goodwill balances are allocated to the different cash-generating
units (as defined in Note 16 – Cash-generating units and asset
impairment tests) based on the value in use contributed to each unit.
When a business combination with non-controlling interests provides
for the grant of a put option to these non-controlling interests, anoperating liability is recognized in the Consolidated Statement of
Financial Position in the amount of the estimated exercise priceof the put option granted to non-controlling interests, through areduction in equity. Subsequent changes in this put option resulting
from any changes in estimates or the unwinding of the discountare also recognized through equity. Any additional acquisitionsof non-controlling interests are considered a transaction withshareholders and, as such, identifiable assets are not remeasured
and no additional goodwill is recognized.

5.

When the cost of a business combination is less than the fairvalue of the assets acquired and liabilities assumed, the negative
goodwill is recognized immediately in the Income Statement in“Other operating income and expense”.

264

Acquisition-related costs are expensed in the Income Statement
in “Other operating income and expense” in the year incurred.
Goodwill is not amortized but tested for impairment at least annually,or more frequently when events or changes in circumstancesindicate that it may be impaired.

Customer relationships
On certain business combinations, where the nature of thecustomer portfolio held by the acquired entity and the natureof the business performed should enable the acquired entity tocontinue commercial relations with its customers as a result ofefforts to build customer loyalty, customer relationships are valued
in intangible assets and amortized over the estimated term ofcontracts held in the portfolio at the acquisition date.

Licenses and software
Computer software and user rights acquired on an unrestricted
ownership basis, as well as software and solutions developed
internally and which have a positive, lasting and quantifiable effecton future results, are capitalized and amortized over 3 to 5 years.
Some licenses acquired through product engineering partnerships
were valued by discounting expected future operating cash flow
projections and are amortized on a straight-line basis over periods
not exceeding 10 years.
The capitalized costs of software and solutions developed internallyare costs that relate directly to their production, i.e. the salary costsof the staff that developed the relevant software.

UNIVERSAL REGISTRATION DOCUMENT 2021

FINANCIAL INFORMATION
Consolidated accounts

Goodwill

Customer
relationships

Licenses andsoftwareOther
intangible
assetsTotal

At January 1, 2020

7,752

872

518

254

9,396

Translation adjustments

(481)

(68)

(27)

(15)

(591)

-

-

46

4

50

(in millions of euros)

GROSS

Acquisitions/Increase
Internal developments

-

-

-

7

7

Disposals/Decrease

(99)

(113)

(97)

(11)

(320)

Business combinations

2,701

517

124

42

3,384

-

-

3

(6)

(3)

Other movements
At December 31, 2020

9,873

1,208

567

275

11,923

Translation adjustments

424

54

11

9

498

Acquisitions/Increase

-

-

23

5

28

Internal developments

-

-

-

24

24

Disposals/Decrease

-

(5)

(98)

(13)

(116)

Business combinations

415

6

-

5

426

-

-

26

22

48

10,712

1,263

529

327

12,831Other movements
AT DECEMBER 31, 2021
ACCUMULATED AMORTIZATION AND IMPAIRMENTAt January 1, 2020

90

442

412

145

1,089

Translation adjustments

(12)

(34)

(16)

(4)

(66)

Charges and provisions

-

105

59

15

179

Reversals

-

(112)

(49)

(11)

(172)

Business combinations

-

-

-

1

1

Other movements

-

-

1

(4)

(3)

At December 31, 2020

78

401

407

142

1,028

Translation adjustments

1

28

7

3

39

Charges and provisions

-

113

55

19

187

Reversals

-

(5)

(93)

(11)

(109)

Business combinations

-

-

-

3

3

Other movements

-

-

26

21

47

79

537

402

177

1,195

At December 31, 2020

9,795

807

160

133

10,895AT DECEMBER 31, 2021

10,633

726

127

150

11,636AT DECEMBER 31, 2021
NET

The amounts recorded in “Business combinations” for Goodwill
and Customer relationships primarily concern:— in fiscal year 2021:–

acquisitions of the period (see Note 2 – Consolidation
principles and Group structure) for which the purchaseprice allocation is provisional at December 31, 2021 andwill be finalized in the 12 months following acquisition ofcontrol,

CAPGEMINI–

recognition of the definitive Altran goodwill (SeeNote 16- Cash-generating units and asset impairment
test),— in fiscal year 2020: the Altran acquisition.
The amounts recorded in “Disposals/Decrease” in fiscal year 2020
primarily concern the sale of the Odigo business.

265

5.

FINANCIAL INFORMATION
Consolidated accounts

Intangible assets by geographic area

(in millions of euros)

December 31, 2021

Net carrying
Acquisitions
amount during the period

Net carrying
Acquisitions
amount during the period

North America

498

6

459

23

France

221

39

182

13

United Kingdom and Ireland

78

1

72

2

Rest of Europe

192

8

176

11

Asia-Pacific and Latin America

111

3

114

3

1,100

57

1,003

52

INTANGIBLE ASSETS

Note 14

Property, plant and equipment (PP&E)

Property, plant and equipment
The carrying amount of property, plant and equipment is recorded
in assets in the Consolidated Statement of Financial Position andcorresponds to the historical cost of these items, less accumulated
depreciation and any impairment. No items of property, plant andequipment have been revalued. Buildings owned by the Group aremeasured based on the components approach.

5.

December 31, 2020

Subsequent expenditure increasing the future economic benefits
associated with assets (costs of replacing and/or bringing assets
into compliance) is capitalized and depreciated over the remaining
useful lives of the relevant assets. Ongoing maintenance costs are
expensed as incurred.
Depreciation is calculated on a straight-line basis over the estimateduseful lives of the relevant assets. It is calculated based on acquisition
cost less any residual value.

266

Property, plant and equipment are depreciated over the following
estimated useful lives:
Buildings

20 to 50 years

Fixtures and fittings

10 to 30 years

IT equipment

3 to 5 years

Office furniture and equipment

5 to 10 years

Vehicles5 years

Other equipment

5 years

Residual values and estimated useful lives are reviewed at eachperiod end.
The sale of property, plant and equipment gives rise to disposal
gains and losses corresponding to the difference between the
selling price and the net carrying amount of the relevant asset.

UNIVERSAL REGISTRATION DOCUMENT 2021

FINANCIAL INFORMATION
Consolidated accounts

Land, buildings
and fixtures andfittings

IT equipment

Other PP&E

Total

At January 1, 2020

919

572

359

1,850

Translation adjustments

(57)

(30)

(28)

(115)

(in millions of euros)

GROSS

Acquisitions/Increase

37

79

32

148

Disposals/Decrease

(22)

(45)

(8)

(75)

Business combinations

95

-

48

143

Other movements

1

1

-

2

At December 31, 2020

973

577

403

1,953

Translation adjustments

38

22

17

77

Acquisitions/Increase

48

117

49

214

Disposals/Decrease

(60)

(50)

(42)

(152)

Business combinations

-

16

-

16

37

18

5

60

1,036

700

432

2,168

At January 1, 2020

418

459

235

1,112

Other movements
AT DECEMBER 31, 2021
ACCUMULATED DEPRECIATION AND IMPAIRMENTTranslation adjustments

(19)

(23)

(18)

(60)

Charges and provisions

59

59

40

158

Reversals

(19)

(41)

(8)

(68)

1

-

1

2

Business combinations
Other movements

2

1

1

4

At December 31, 2020

442

455

251

1,148

Translation adjustments

14

15

11

40

Charges and provisions

58

69

40

167

Reversals

(56)

(49)

(38)

(143)

-

15

-

15

Other movements

15

18

28

61

AT DECEMBER 31, 2021

473

523

292

1,288

Business combinationsNET
At December 31, 2020

531

122

152

805

AT DECEMBER 31, 2021

563

177

140

880

Property, plant and equipment by geographic area

(in millions of euros)

December 31, 2020

December 31, 2021

Net carrying
Acquisitions
amount during the period

Net carrying
Acquisitions
amount during the period

North America

58

24

56

17

France

165

22

180

46

United Kingdom and Ireland

69

7

76

13

Rest of Europe

122

42

129

39

Asia-Pacific and Latin America

391

53

439

99

PROPERTY, PLANT AND EQUIPMENT

805

148

880

214

CAPGEMINI

267

5.

FINANCIAL INFORMATION
Consolidated accounts

Note 15

Lease right-of-use assets

The Group assesses whether a contract is or contains a lease at
inception of the contract.

The lease liability is subsequently measured at amortized costusing the effective interest rate.

Leases are recognized in the Consolidated Statement of Financial
Position from the lease commencement date.

The initial value of the lease right-of-use asset comprises the amountof the initial measurement of the lease liability, initial direct costs
and any obligation to restore the asset. For the vehicle fleet, theGroup has elected not to separate non-lease components fromlease components and to account for the entire contract as a single
lease component. The lease right-of-use asset is depreciated overthe period adopted for the calculation of the lease liability.

These contracts are recognized in “Lease liabilities” and “Leaseright-of-use assets” in the Consolidated Statement of Financial
Position.
The lease liability is initially measured at the present value of
future lease payments, discounted over the estimated lease periodusing the lessee’s incremental borrowing rate per currency. This isestimated in each currency using available market data and taking
account of the average lease term. Lease payments may include
fixed payments and variable payments that depend on an index
or a rate known at inception of the contract. The lease liability is
generally calculated over the firm lease term unless the Group isreasonably certain to extend or terminate the lease.

In the Consolidated Income Statement, depreciation is recordedin the operating margin and interest is recorded in net financial
expenses.
The linked tax impact is recognized in deferred tax in accordancewith applicable tax legislation in the countries where the leases
are recognized.
Leases of assets with a low unit value, other than IT equipment, andshort-term leases are expensed directly in the operating margin.

Description of lease activities

Vehicle leases

Real estate leases

The Group leases vehicles for certain employees in France andinternationally. These leases are generally entered into for termsof 3 to 5 years.

The Group leases land and buildings for its offices, as well as for
its delivery centers. Terms and conditions are negotiated on an
individual case basis and contain numerous different clauses. These
leases are generally entered into for terms of 5 to 20 years andmay contain extension options providing operational flexibility.

5.

268

IT and other leases
Finally, the Group also leases some of its IT equipment (computers,
servers, printers). Terms and conditions are negotiated on an
individual case basis and contain numerous different clauses.
These leases are generally entered into for terms of 3 to 5 years.

UNIVERSAL REGISTRATION DOCUMENT 2021

FINANCIAL INFORMATION
Consolidated accounts

Lease right-of-use assets(in millions of euros)

Land, buildings
and fixtures andfittings

IT equipment
and other
Vehiclesleases

Total

GROSS
At January 1, 2020

961

135

106

1,202

Translation adjustments

(41)

(1)

(3)

(45)

Acquisitions/Increase

223

74

36

333

Disposals/Decrease

(112)

(43)

(22)

(177)

Business combinations

169

25

5

199

Other movements

(12)

(1)

-

(13)

At December 31, 2020

1,188

189

122

1,499

Translation adjustments

32

1

3

36

Acquisitions/Increase

194

59

22

275

Disposals/Decrease

(149)

(49)

(41)

(239)

-

-

-

-

52

8

3

63

1,317

208

109

1,634

At January 1, 2020

356

45

39

440

Translation adjustments

(15)

-

(1)

(16)

Charges and provisions

210

62

40

312

Reversals

(65)

(30)

(20)

(115)

Other movements

(8)

(1)

-

(9)

At December 31, 2020

478

76

58

612

Translation adjustments

15

-

2

17

Business combinations
Other movements
AT DECEMBER 31, 2021
ACCUMULATED DEPRECIATION AND IMPAIRMENT

Charges and provisions

218

64

36

318

Reversals

(117)

(42)

(40)

(199)

-

-

-

-

Other movements

52

8

3

63

AT DECEMBER 31, 2021

646

106

59

811

At December 31, 2020

710

113

64

887

AT DECEMBER 31, 2021

671

102

50

823

Business combinations

NET

Lease right-of-use assets by geographic area

(in millions of euros)

December 31, 2020

December 31, 2021

Net carrying
amountNet carrying
amountNorth America

97

79

France257

266

United Kingdom and Ireland

77

96

Rest of Europe

327

266

Asia-Pacific and Latin America

129

116

LEASE RIGHT-OF-USE ASSETS

887

823

CAPGEMINI

269

5.

FINANCIAL INFORMATION
Consolidated accounts

Lease liabilities
The contractual cash flows presented below are the undiscounted value of future contractual repayments, broken down by averageremaining maturity of Group leases.
(in millions of euros)

Carrying amountContractual cash flows

At December 31, 2021

Lease liabilities

Total

Less than
1 year1 to 2years

2 to 5years

Beyond 5
years

987

299

218

323

147

901

Note 16 Cash-generating units and asset impairment tests

Cash-generating units— fair value is the amount obtainable in an arm’s lengthtransaction and is determined with reference to the pricein a binding agreement or the market price in recent andcomparable transactions;

The cash-generating units identified by the Group represent thenine geographic areas detailed below.

Asset impairment tests— value in use is based on the discounted future cash flows to
be derived from these cash-generating units.

Intangible assets, property, plant and equipment with a definite usefullife and lease right-of-use assets are tested for impairment when
there is an indication at the reporting date that their recoverable
amount may be less than their carrying amount. Goodwill andassets with an indefinite useful life are tested for impairment atleast once a year.

The value in use of each cash-generating unit is measured using
the discounted future cash flow method based on the various
assumptions in the three-year strategic plan extrapolated overa period of two years, including growth and profitability rates
considered reasonable, representing a total five-year businessplan. Long-term growth rates and discount rates are determinedtaking account of the specific characteristics of each of the Group’s
geographic areas. Discount rates reflect the weighted average
cost of capital, calculated notably based on market data and asample of sector companies. When the recoverable amount ofa cash-generating unit is less than its net carrying amount, theimpairment loss is deducted from goodwill to the extent possible
and charged under “Other operating income and expenses”.

The impairment test consists of assessing the recoverable amountof each asset or group of assets generating cash flows that are
separate from the cash flows generated by other assets or groupsof assets (cash-generating units or CGU).

5.

The recoverable amount is defined as the higher of the fair valueless costs to sell of the cash-generating unit and its value in use:

Goodwill per cash-generating unit
The allocation of goodwill to cash-generating units breaks down as follows:
December 31, 2020

December 31, 2021

(in millions of euros)

Gross value

Impairment

Net carrying
amountGross value

Impairment

Net carrying
amountNorth America

3,278

(7)

3,271

3,608

(8)

3,600

France

2,024

(1)

2,023

2,096

(1)

2,095

United Kingdom and Ireland

1,182

-

1,182

1,252

-

1,252

Benelux

1,135

(12)

1,123

1,158

(12)

1,146

Southern Europe

358

-

358

377

-

377

Nordic countries

467

-

467

478

-

478

Germany and Central Europe

639

(31)

608

656

(31)

625

Asia-Pacific

691

-

691

987

-

987

Latin America

99

(27)

72

100

(27)

73

9,873

(78)

9,795

10,712(79)

10,633GOODWILL

Goodwill was tested for impairment at December 31, 2021 in line with the Group valuation procedure for such assets.

270

UNIVERSAL REGISTRATION DOCUMENT 2021

FINANCIAL INFORMATION
Consolidated accounts

The main underlying assumptions were as follows:
December 31, 2021
Long-term growth rate

Discount rate

North America

3.3%

7.2%

Latin America

5.0%

11.3%

United Kingdom and Ireland

2.9%

7.7%

Continental Europe

2.6%

7.0%

Asia-Pacific

4.4%

12.2%

No impairment losses were recognized at December 31, 2021 asa result of these impairment tests.
Furthermore, an analysis of the calculation’s sensitivity to a combinedchange in the following key assumptions:— +/-2 points in the revenue growth rate for the first five years;— +/-1 point in the operating margin (1) rate for the first five
years;— +/-0.5 points in the discount rate;— +/-0.5 points in the long-term growth rate,
did not identify any recoverable amounts below the carrying
amount for cash-generating units.
(1)

Altran Technologies definitive goodwill
Since the close of the consolidated financial statements forthe year ended December 31, 2020, new information has been
identified regarding the facts and circumstances existing at the
Altran Technologies takeover date, leading the Group to finalize thepurchase price allocation and increase the goodwill by €59 million.
At December 31, 2021, definitive goodwill recognized in accordancewith the partial goodwill method is €2,637 million. The following
table presents the definitive purchase price allocation at the
takeover date for an acquired stake of 55%:

Operating margin, an alternative performance measure monitored by theGroup, is defined in Note 3 – Alternative performance measures.

Provisional
allocation at
December 31, 2020

ChangesDefinitive
allocation at
December 31, 2021

426

-

426

Acquisition of a controlling interest on March 13, 2020

1,593

-

1,593

Cash consideration paid at initial takeover

2,019

-

2,019

Non-controlling interest

(463)

(48)

(511)

TOTAL CONSIDERATION TRANSFERRED (A)

1,556

(48)

1,508

Provisional
allocation at
December 31, 2020

ChangesDefinitive
allocation at
December 31, 2021

668

-

668

503

‑

503

(in millions of euros)

Fair value of previously-held investment(in millions of euros)

Intangible assets
o/w customer relationships
Property, plant and equipment

140

-

140

Other non-current and current assets

354

-

354

Cash and cash equivalents

175

-

175

(1,731)-(1,731)

(341)

(42)

(383)

23

10

33

(129)

10

(119)

(202)

(76)

(278)

Short- and long-term borrowings and bank overdrafts
Current and non-current provisions
Deferred taxes, net
o/w deferred tax liabilities relating to the allocation of the purchase price
Other current and non-current liabilities
Other assets and liabilities

(108)

1

(107)

NET ASSETS AT TAKEOVER DATE (B)(1,022)(107)(1,129)GOODWILL (A)-(B)

2,578

59

2,637

CAPGEMINI

271

5.

FINANCIAL INFORMATION
Consolidated accounts

Note 17

Deferred taxes

Deferred taxes are:— recorded to take account of temporary differences between
the carrying amounts of certain assets and liabilities andtheir tax basis;— recognized in income or expenses in the Income Statement,
in income and expense recognized in equity, or directly inequity in the period, depending on the underlying to which
they relate;— measured taking account of known changes in tax rates (andtax regulations) enacted or substantively enacted at the
year-end. Adjustments for changes in tax rates to deferredtaxes previously recognized in the Income Statement, inincome and expense recognized in equity or directly inequity are recognized in the Income Statement, in income
and expense recognized in equity or directly in equity,
respectively, in the period in which these changes become
effective.

Deferred tax assets are recognized when it is probable that taxable
profits will be available against which the recognized tax asset canbe utilized. The carrying amount of deferred tax assets is reviewed
at each period end. This amount is reduced to the extent that it is
no longer probable that additional taxable profit will be available
against which to offset all or part of the deferred tax assets to be
utilized. Conversely, the carrying amount of deferred tax assets
will be increased when it becomes probable that future taxable
profit will be available in the long-term against which to offset tax
losses not yet recognized. The probability of recovering deferred
tax assets is primarily assessed based on a 10-year plan, weighted
for the probability of future taxable profits being reported.
The main deferred tax assets and liabilities are offset if, and only if,
the subsidiaries have a legally enforceable right to offset current
tax assets against current tax liabilities, and when the deferredtaxes relate to income taxes levied by the same taxation authority.

Deferred tax assets and liabilities
At December 31, 2020

At December 31, 2021

Deferred tax assets

983

881

Deferred tax liabilities

230

294

Net deferred taxes

753

587

(in millions of euros)

5.

272

UNIVERSAL REGISTRATION DOCUMENT 2021

FINANCIAL INFORMATION
Consolidated accounts

Recognized deferred tax assets
Deferred tax assets and movements therein break down as follows:(in millions of euros)

Note

Tax losscarry‑
forwards

Temporarydifferences onamortizable
goodwill

Provisions forpensions
and other post‑
employment
benefits

Other
deductible
temporarydifferences

Total
deferredtax assets

At January 1, 2020

483

63

238

215

999

Business combinations

12

-

19

137

168

Translation adjustments

(33)

(7)

(11)

(29)

(80)

(111)

(25)

(3)

49

(90)

Deferred tax recorded in income
and expense recognized in equity

59

-

25

(3)

81

Other movements, including
offset with deferred tax liabilities

-

-

-

(95)

(95)

Deferred tax recognized in the
Income Statement

10

At December 31, 2020

410

31

268

274

983

Business combinations

-

-

-

13

13

Translation adjustments

27

-

9

24

60

(82)

(32)

(22)

50

(86)

Deferred tax recorded in income
and expense recognized in equity

(1)

-

(96)

4

(93)

Other movements, including
offset with deferred tax liabilities

(4)

3

-

5

4

AT DECEMBER 31, 2021

350

2

159

370

881

Deferred tax recognized in the
Income Statement

10

Recognized tax loss carry-forwards total €350 million at December 31, 2021 (€410 million at December 31, 2020) and primarily concern
the United States in the amount of €333 million.

CAPGEMINI

273

5.

FINANCIAL INFORMATION
Consolidated accounts

Deferred tax liabilities by nature
Deferred tax liabilities and movements therein break down as follows:
Tax‑deductible
goodwill
amortization

Customer
relationships

Other taxable
temporarydifferences

Total
deferred tax
liabilities

56

37

92

185

Business combinations

-

131

20

151

Translation adjustments

(4)

(3)

(7)

(14)

(in millions of euros)

Note

At January 1, 2020

Deferred tax recognized in the Income
Statement

4

(10)

-

(6)

Deferred tax recorded in income and expense
recognized in equity

10

-

-

(2)

(2)

Other movements including offset withdeferred tax assets

-

(78)

(6)

(84)

56

77

97

230

Business combinations

-

1

6

7

Translation adjustments

3

3

5

11

At December 31, 2020

Deferred tax recognized in the Income
Statement

5

(10)

19

14

Deferred tax recorded in income and expense
recognized in equity

10

-

-

1

1

Other movements including offset withdeferred tax assets

2

1

28

31

AT DECEMBER 31, 2021

66

72

156

294

Expiry dates of tax loss carry-forwards (taxable base)
2020

5.
At December 31 (in millions of euros)

2021

Amount%Amount%Between 1 and 5 years

63

2

93

3

Between 6 and 10 years

1,125

41

972

39

Between 11 and 15 years

266

10

242

10

Beyond 15 years (definite expiry date)

36

1

12

-

Carried forward indefinitely

1,254

46

1,198

48

TAX LOSS CARRY-FORWARDS (taxable base)

2,744

100

2,517

100

o/w recognized tax losses

1,616

59

1,387

55

o/w unrecognized tax losses

1,128

41

1,130

45

Tax loss carry-forwards total €2,517 million at December 31, 2021(€2,744 million at December 31, 2020) and primarily concern the
United States in the amount of €1,310 million, France in the amountof €271 million, Brazil in the amount of €314 million and Spain in
the amount of €245 million.

Unrecognized deferred tax assets
At December 31 (in millions of euros)

2020

2021

Deferred tax on tax loss carry-forwards

292

316

Deferred tax on other temporary differences

56

21

Unrecognized deferred tax assets

348

337

274

UNIVERSAL REGISTRATION DOCUMENT 2021

FINANCIAL INFORMATION
Consolidated accounts

Note 18

Financial instruments

Financial instruments consist of:— financial assets, including other non-current assets, tradereceivables, other current assets, cash management assets
and cash and cash equivalents;— financial liabilities, including long- and short-termborrowings and bank overdrafts, current and non-current
lease liabilities, accounts payable and other current andnon-current liabilities;— derivative instruments.
a) Recognition of financial instruments
Financial instruments (assets and liabilities) are initially recognizedin the Consolidated Statement of Financial Position at their initialfair value.
IFRS 9 provisions regarding the classification and measurementof financial assets are based on the Group’s management modeland the contractual terms of financial assets. Depending on theirclassification in the Consolidated Statement of Financial Position,
financial assets and liabilities are subsequently measured at fairvalue through profit or loss, fair value through other comprehensive
income or amortized cost.
Financial liabilities are classified as measured at amortized cost or
at fair value through profit or loss if held for trading.
Amortized cost corresponds to the initial carrying amount (netof transaction costs), plus interest calculated using the effective
interest rate, less cash outflows (coupon interest payments andrepayments of principal and redemption premiums where applicable).
Accrued interest (income and expense) is not recorded on the basisof the financial instrument’s nominal interest rate, but on the basisof its effective interest rate. An expected credit loss is recognizedon financial assets measured at amortized cost. Any loss in value
is recognized in the Income Statement.
The fair value of a financial instrument is the amount for which
an asset could be exchanged, or a liability settled, between
knowledgeable, willing parties in an arm’s length transaction.
Financial instruments are recognized at inception and on subsequent
dates in accordance with the methods described below. Thesemethods draw on the following interest rate definitions:— the coupon interest rate or coupon, which is the nominalinterest rate on borrowings;— the effective interest rate, which is the rate that exactly
discounts the estimated cash flows through the expected
term of the instrument, or, where appropriate, a shorter

CAPGEMINI

period to the net carrying amount of the financial asset or
liability at initial recognition. The effective interest rate takes
into account all fees paid or received, transaction costs, and,
where applicable, premiums to be paid and received;— the market interest rate, which reflects the effective interest
rate recalculated at the measurement date based on current
market parameters.
Financial instruments (assets and liabilities) are derecognized when
the related risks and rewards of ownership have been transferred,
and when the Group no longer exercises control over the instruments.
b) Derivative instruments
Derivative instruments mainly comprise forward foreign exchange
purchase and sale contracts (in the form of tunnels, where applicable)
and interest rate swaps.
When operating or financial cash flow hedges are eligible for hedge
accounting, changes in the fair value of the hedging instruments
are recognized firstly in “Income and expense recognized in equity”
and subsequently taken to operating profit or net financial expense
when the hedged item itself impacts the Income Statement.
All changes in the value of hedging costs (time value of foreignexchange options and forward element of foreign exchange
forward contracts) are recognized in a separate component ofcomprehensive income and released to profit or loss when thenthe hedged flow is realized.
Other derivative instruments are measured at fair value, with changes
in fair value, estimated based on market rates or data provided bybank counterparties, recognized in the Income Statement at thereporting date.
c) Fair value measurement
Fair value measurement methods for financial and non-financial
assets and liabilities as defined above are classified according to
the following three fair value levels:— Level 1: fair values measured based on quoted prices(unadjusted) observed in active markets for identical assets
or liabilities;— Level 2: fair values measured using inputs other than quoted
prices in active markets, that are observable either directly(i.e. as prices) or indirectly (i.e. derived from prices);— Level 3: fair values of assets or liabilities measured using
inputs that are not based on observable market data
(unobservable inputs).
As far as possible, the Group applies Level 1 measurement methods.

275

5.

FINANCIAL INFORMATION
Consolidated accounts

Financial instrument classification and fair value hierarchy
The following table presents the net carrying amount of financial assets and liabilities and the fair value of financial instruments broken
down according to the three classification levels defined above (except for financial instruments where the net carrying amountrepresents a reasonable approximation of fair value).
Net carrying amount

December 31, 2021
(in millions of euros)

Notes

Hedge
accounting

Fair value
through
profit orloss

Fair value
through
equity29

14

Amortized
cost

Fair value

Level 1

Level 2

Level 3

FINANCIAL ASSETS
Shares in non-consolidated
companies

19

Long-term deposits,
receivables and otherinvestments

19

161

Other non-current assets

19

313

Current and non-current asset
derivative instruments

19 and
21

43

177

177

Trade receivables, contract
assets and contract costs

20

4,606

Other current assets

21

636

Cash management assets

22

385

385

Cash and cash equivalents

22

3,129

3,129

FINANCIAL LIABILITIES

5.

Bonds

22

6,708

Lease liabilities

15

901

Draw-downs on bank andsimilar facilities and otherborrowings

22

23

Liabilities related toacquisitions of consolidated
companies

27

124

Other current andnon-current liabilities

27

432

Current and non-current
liability derivative instruments

27

Accounts and notes payable

28

4,361

Bank overdrafts

22

10

276

85

85

UNIVERSAL REGISTRATION DOCUMENT 2021

FINANCIAL INFORMATION
Consolidated accounts

Note 19

Other non-current assets

At December 31 (in millions of euros)

2020

2021

163

161

110

117

32

75

Non-current tax receivables

183

259

Other non-consolidated securities

27

43

Notes

Long-term deposits, receivables and other investments
Shares in associates
Derivative instruments

24

Defined benefit pension plan surplus

25

Other
OTHER NON-CURRENT ASSETS
Long-term deposits, receivables and other investments consist
mainly of aides à la construction (building aid program) loans andsecurity deposits and guarantees relating to leases.
Derivative instruments primarily consist of the fair value of derivative
instruments contracted as part of the centralized managementof currency risk in the amount of €73 million (current portion of

23

-

105

30

54

545

814

€99 million, see Note 24 – Currency, interest rate and counterparty
risk management).
Non-current tax receivables at December 31, 2021 mainly consistof the tax portion required by the Indian tax authorities following
tax audits challenged by the Group and certain tax credits to be
utilized in more than 12 months notably in France and Spain.

Note 20 Trade receivables, contract assets and contract costs
At December 31 (in millions of euros)

Note

2020

2021

Trade receivables

2,724

3,133

Provisions for doubtful accounts

(36)

(24)

Contract assets

1,148

1,380

3,836

4,489

Trade receivables and contract assets, excluding contract costs

23

Contract costs

23

TRADE RECEIVABLES, CONTRACT ASSETS AND CONTRACT COSTS

102

117

3,938

4,606

Total trade receivables and contract assets net of contract liabilities can be analyzed as follows in number of days’ annual revenue:
At December 31 (in millions of euros)

Note

2020

2021

Trade receivables and contract assets, excluding contract costs

23

3,836

4,489

Contract liabilities

23(1,044)(1,405)

2,792

3,084

60

61

TRADE RECEIVABLES AND CONTRACT ASSETSNET OF CONTRACT LIABILITIESIn number of days’ annual revenue
Changes in contract assets and liabilities in fiscal year 2021 aremainly due to the following usual factors:— timing differences between revenue recognition, billing andcollection, leading to the recognition of trade receivables
and contract assets (sales invoice accruals);— the receipt of advances from customers, leading to therecognition of contract liabilities (advances from customers
and billed in advance).

Most contract assets will convert to trade receivables in the next
six months and most contract liabilities are intended to convert
to revenues in the coming months.
At December 31, 2021, receivables totaling €6 million were assignedwith transfer of risk as defined by IFRS 9 to financial institutions(€30 million as December 31,2020). These receivables were therefore
derecognized in the Statement of Financial Position respectively
at December 31, 2021 and at December 31,2020.

Client payments terms and conditions comply with local regulationsin the countries where we operate and, where applicable, standard
commercial practice and payment schedules defined contractually.

CAPGEMINI

277

5.

FINANCIAL INFORMATION
Consolidated accounts

Aged analysis of trade receivables
The low bad debt ratio reflects the fact that most invoices are
only issued after the client has validated the services provided.

(in millions of euros)

Net trade receivables
As a % of trade receivables, net of provisions for doubtful accounts
Past due balances concern client accounts which are individually
analyzed and monitored.

Credit risk
The Group’s three largest clients contribute around 7% of Grouprevenues, unchanged on fiscal year 2020. The Group’s five largest
clients contribute around 11% of Group revenues, compared to
10% in fiscal year 2020. The top ten clients collectively accountNote 21At end-2021, past due balances total €458 million (€394 million at
December 31, 2020) and represent 14,8% of trade receivables lessprovisions for doubtful accounts (14.7% in 2020). The breakdown
is as follows:< 30 days> 30 days and< 90 days> 90 days

314

120

24

10.1%

3.9%

0.8%

for 17% of Group revenues. The solvency of these major clientsand the sheer diversity of the other smaller clients help limit
credit risk. The economic environment could impact the businessactivities of the Group’s clients, as well as the amounts receivablefrom these clients. however, the Group does not consider thatany of its clients, business sectors or geographic areas present
a significant credit risk that could materially impact the financial
position of the Group as a whole.

Other current assets

At December 31 (in millions of euros)

2020

2021

Social security and tax-related receivables, other than income tax

197

312

Prepaid expenses

242

257

68

102

91

67

598

738

Derivative instruments

Notes

24

Other
OTHER NON-CURRENT ASSETS

5.

23

At December 31, 2021, “Social security and tax-related receivables, other than income tax” include research tax credit receivables of€60 million, deducted from operating expenses in 2021.

Note 22 Net debt/net cash and cash equivalents

Cash and cash equivalents presented in the Consolidated Statementof Cash Flows consist of short-term investments and cash at bankless bank overdrafts.
Net debt or net cash and cash equivalents comprise cash andcash equivalents as defined above, and cash management assets(assets presented separately in the Consolidated Statement of

278

Financial Position due to their characteristics), less short-termand long-term borrowings. Account is also taken of the impactof hedging instruments when these relate to borrowings andown shares. Following the adoption of IFRS 16 at January 1, 2019,lease liabilities (including finance lease liabilities) are excluded
from net debt.

UNIVERSAL REGISTRATION DOCUMENT 2021

FINANCIAL INFORMATION
Consolidated accounts(in millions of euros)

2020

2021

Short-term investments

1,921

1,651

Cash at bank

915

1,478

Bank overdrafts

(8)

(10)

Cash and cash equivalents

2,828

3,119

Cash management assets

338

385

(7,121)(6,637)(6)(17)(7,127)(6,654)

(577)

(71)

Bonds
Draw-downs on bank and similar facilities and other borrowings
Long-term borrowings
Bonds
Drawdowns on bank and similar facilities and other borrowings

(366)

(6)

Short-term borrowings

(943)

(77)

(8,070)(6,731)-

3(4,904)(3,224)

Borrowings
Derivative instruments
NET DEBT (1)(1)

Net debt/net cash and cash equivalents, an alternative performance measure monitored by the Group, is defined in Note 3 – Alternative performance measures.

Short-term investments
At December 31, 2021, short-term investments mainly consist of
mutual funds and term bank deposits, paying interest at standard
market rates.

Cash management assets
At December 31, 2021 cash management assets notably consistof marketable securities held by certain Group companies which
do not meet all the monetary UCITS classification criteria definedby ESMA (European Securities and Markets Authority) for money
market mutual funds, particularly with regards to the average
maturity of the portfolio. These funds may, however, be redeemedat any time without penalty.

BorrowingsA) Bondsa) July 1, 2015 bond issues
On June 24, 2015, Capgemini SE performed a “triple tranche”
bond issue for a total nominal amount of €2,750 million and witha settlement/delivery date of July 1, 2015:— 2015 bond issue (July 2018)
This tranche has a nominal amount of €500 million, comprising
5,000 bonds with a unit value of €100,000 each. The bonds matureon July 2, 2018 and pay a floating coupon of 3 month Euribor+85 bp, revised quarterly (issue price 100%). The bond issue wasredeemed by the Group at maturity on July 2, 2018.
— 2015 bond issue (July 2020)
This tranche has a nominal amount of €1,250 million, comprising
12,500 bonds with a unit value of €100,000 each. The bonds matureon July 1,2020 and pay an annual coupon of 1.75% (issue price99.853%). The Group performed a partial bond swap in April 2018(see below “April 2018 Bond issues”). The bond issue was redeemed
early by the Group on June 2, 2020.
— 2015 bond issue (July 2023)

The July 2023 tranche is callable by Capgemini SE, subject tocertain conditions set out in the issue prospectus and particularly
concerning the minimum redemption price.
This bond issue is also subject to standard early redemption, early
repayment and pari passu clauses.
The terms and conditions of the three bond issues performed on
July 1, 2015 were set out in the prospectus approved by the AMF
on June 29, 2015 under reference number no. 15-318.
b) 2016 Bond issue
On November 3, 2016, Capgemini SE performed a €500 million bondissue comprising 5,000 bonds with a unit value of €100,000 each
and with a settlement/delivery date of November 9, 2016.
The bonds mature on November 9, 2021 and pay an annual couponof 0.50% (issue price 99.769%). The bond issue is callable before
this date by Capgemini SE, subject to certain conditions set out
in the issue prospectus and particularly concerning the minimum
redemption price.
This bond issue is also subject to standard early redemption, early
repayment and pari passu clauses.
The terms and conditions of this issue were set out in the prospectus
approved by the AMF on November 7, 2016 under reference
number no. 16- 518.
The bond issue was redeemed early by the Group on August 9, 2021.
c) April 2018 bond issues
On April 3, 2018, Capgemini SE performed a dual tranche bond issue
for a total amount of €1,100 million, with a settlement/delivery
date of April 18, 2018:— 2024 bond issue
This tranche has a nominal amount of €600 million, comprising
6,000 bonds with a unit value of €100,000 each. The bonds matureon October 18, 2024 and pay an annual coupon of 1.00% (issue
price 99.377%). This tranche was fully subscribed by a bank in a
debt swap transaction.

This tranche has a nominal amount of €1,000 million, comprising
10,000 bonds with a unit value of €100,000 each. The bonds
mature on July 1, 2023 and pay an annual coupon of 2.50% (issue
price 99.857%).

CAPGEMINI

279

5.

FINANCIAL INFORMATION
Consolidated accounts

In exchange for the new securities issued, the bank presented
2015 bonds (July 2020) with a nominal value of €574.4 million
acquired directly on the market through a Tender Offer. This bondswap was recognized as a modification to a borrowing with thesame counterparty, without any substantial change to the termsof the debt.
— 2028 bond issue
This tranche has a nominal amount of €500 million, comprising
5,000 bonds with a unit value of €100,000 each. The bonds mature
on April 18, 2028 and pay an annual coupon of 1.75% (issue price99.755%).
These two bond issues are callable before their respective maturity
dates by Capgemini SE, subject to certain conditions set out inthe issue prospectus and particularly concerning the minimum
redemption price.
These bond issues are also subject to standard early redemption,
early repayment and pari passu clauses.
The terms and conditions of these tranches were set out in theprospectus approved by the AMF on April 10, 2018 under reference
number no. 18- 126.
d) April 2020 bond issues
On April 8, 2020, Capgemini SE performed a four tranche bondissue for a total amount of €3,500 million, with a settlement/delivery date of April 15, 2020:— 2022 Bond issue: this tranche has a nominal amount of€500 million, comprising 5,000 bonds with a unit valueof €100,000 each. The bonds had a maturity date ofApril 15, 2022 and paid an annual coupon of 1.25% (issue
price 99.794%). The bond issue was redeemed early by theGroup on December 29, 2021;

5.

— 2026 Bond issue: this tranche has a nominal amount of€800 million, comprising 8,000 bonds with a unit value of€100,000 each. The bonds mature on April 15, 2026 and pay
an annual coupon of 1.625% (issue price 99.412%);— 2032 Bond issue: this tranche has a nominal amount of€1.2 billion, comprising 12,000 bonds with a unit value of€100,000 each. The bonds mature on April 15, 2032 and pay
an annual coupon of 2.375% (issue price 99.003%).
These bond issues are callable before their respective maturity
dates by Capgemini SE, subject to certain conditions set out inthe issue prospectus and particularly concerning the minimum
redemption price.
These bond issues are also subject to standard early redemption,
early repayment and pari passu clauses.
The terms and conditions of these tranches were set out in theprospectus approved by the AMF on April 9, 2020 under reference
number no. 20- 138.
e) June 2020 bond issues
On June 16, 2020, Capgemini SE performed a dual tranche bondissue for a total amount of €1,600 million, with a settlement/delivery date of June 23, 2020:— 2025 Bond issue: this tranche has a nominal amount of€800 million, comprising 8,000 bonds with a unit value of€100,000 each. The bonds mature on June 23, 2025 and pay
an annual coupon of 0.625% (issue price 99.887%);— 2030 Bond issue: this tranche has a nominal amount of€800 million, comprising 8,000 bonds with a unit value of€100,000 each. The bonds mature on June 23, 2030 and pay
an annual coupon of 1.125% (issue price 99.521%).
These two bond issues are callable before their respective maturity
dates by Capgemini SE, subject to certain conditions set out inthe issue prospectus and particularly concerning the minimum
redemption price.
These bond issues are also subject to standard early redemption,
early repayment and pari passu clauses.
The terms and conditions of these tranches were set out in theprospectus approved by the AMF on June 18, 2020 under reference
number no. 20- 261.

— 2029 Bond issue: this tranche has a nominal amount of€1 billion, comprising 10,000 bonds with a unit value of€100,000 each. The bonds mature on April 15, 2029 and pay
an annual coupon of 2.0% (issue price 99.163%);

Impact of bonds on the financial statements
2015
BOND
ISSUE
At December 31, 2021
(in millions of euros)

(July
2023)

Debt component at amortized cost,
including accrued interest

1,011

Effective interest rate
Interest expense recognized in the
Income Statement for the period
Nominal interest rate
Nominal interest expense (coupon)

280

2016
BOND
ISSUE

2018
BOND
ISSUE

2020
BOND
ISSUE

(October
2024)(April2028)(April2022)(April2026)(April2029)(April
2032)

(June
2025)

(June
2030)

-

585

504

-

803

1,003

1,204

800

798

2.6%

0.6%

2.0%

1.8%

1.5%

1.8%

2.2%

2.5%

0.7%

1.2%

26

2

12

9

10

14

21

30

6

10

2.5%

0.5%

25

1

1.0% 1.750% 1.250% 1.625%
6

9

8

13

2.0% 2.375% 0.625% 1.125%
20

29

5

9

UNIVERSAL REGISTRATION DOCUMENT 2021

FINANCIAL INFORMATION
Consolidated accounts

2015
BOND
ISSUE
At December 31, 2020
(in millions of euros)Interest expense recognized in the
Income Statement for the period
Nominal interest rate
Nominal interest expense (coupon)

2018
BOND
ISSUE
(October
2024)

2020
BOND
ISSUE

(July
2020)

(July
2023)

-

1,011

500

579

503

1.9%

2.6%

0.6%

2.0%

1.8%

11

9

6

10

Debt component at amortized cost,
including accrued interest
Effective interest rate

2016
BOND
ISSUE

5

26

3

1.750%

2.5%

0.5%

5

25

2

(April2028)(April2022)(April2026)(April2029)(April
2032)

503

802

1,002

1,202

799

797

1.5%

1.8%

2.2%

2.5%

0.7%

1.2%

15

21

4

5

1.0% 1.750% 1.250% 1.625%
6

9

5

9

(June
2025)

(June
2030)

2.0% 2.375% 0.625% 1.125%
14

20

3

5

Fair value of bonds
2015
BOND
ISSUE
At December 31, 2021

2018
BOND
ISSUE

(July (October
2023)
2024)

(in millions of euros)(April
2028)

2020
BOND
ISSUE
(April2026)(April2029)(April
2032)

(June
2025)

(June
2030)

Fair value

1,047

617

547

857

1,116

1,397

817

836

Market rate

-0.25%

0.07%

0.43%

0.22%

0.57%

0.87%

0.10%

0.65%

2015
BOND
ISSUE
At December 31, 2020

2016
BOND
ISSUE

2018
BOND
ISSUE

(in millions of euros)

(July
2023)

Fair value

1,082

Market rate

-0.26% -0.32% -0.06%

504

2020
BOND
ISSUE

(October
2024)(April2028)(April2022)(April2026)(April2029)(April
2032)

(June
2025)

(June
2030)

625

563

514

875

1,151

1,451

826

856

0.19% -0.26%

0.07%

0.33%

0.60% -0.04%

0.43%B) Breakdown of borrowings by currency
At December 31, 2020

At December 31, 2021

(in millions of euros)

Euro

Other
currencies

Total

Other
Euro currencies

Total

2015 Bond issue – July 2023

1,011

-

1,011

1,011

-

1,011

2016 Bond issue

500

-

500

-

-

-

2018 Bond issue – October 2024

579

-

579

585

-

585

2018 Bond issue – April 2028

503

-

503

504

-

504

April 2020 Bond issue – April 2022

503

-

503

-

-

-

April 2020 Bond issue – April 2026

802

-

802

803

-

803

April 2020 Bond issue – April 2029

1,002

-

1,002

1,003

-

1,003

April 2020 Bond issue – April 2032

1,202

-

1,202

1,204

-

1,204

June 2020 Bond issue – June 2025

799

-

799

800

-

800

June 2020 Bond issue – June 2030

797

-

797

798

-

798

Drawdowns on bank and similar facilities andother borrowings

371

1

372

18

5

23

Bank overdrafts

6

2

8

7

3

10

BORROWINGS

8,075

3

8,078

6,733

8

6,741

CAPGEMINI

281

5.

FINANCIAL INFORMATION
Consolidated accounts

C) Syndicated credit facility negotiated byCapgemini SE— actively managing borrowing due dates in order to limit theconcentration of maturities;

On February 9, 2021, the Group signed with a syndicate of
18 banks a €1 billion multi-currency credit facility, maturing on
February 9, 2026, with two one-year extension options, exercisable(subject to the approval of the banks) at the end of the first andsecond years, respectively, extending the maturity of the newfacility by a maximum of two additional years. On January 2022,
Capgemini exercised the first one-year extension option, extending
the maturity to February 8, 2027.

— using diverse sources of financing, allowing the Group to
reduce its reliance on certain categories of lenders.

This new credit facility refinances the €750 million facility signed on
July 30, 2014 and maturing on July 27, 2021, which was therefore
canceled.
An upgrade or downgrade in Capgemini SE’s credit rating would
have no impact on the availability of this new credit facility. This
new credit facility has no financial covenants. This credit facility
had not been drawn at December 31, 2021.

Net debt/net cash and cash equivalents andliquidity risk
Bond issues and outstanding short-term negotiable debt securities
issued by Capgemini SE are the main borrowings that could expose
the Group to liquidity risk in the event of repayment.
To manage the liquidity risk that could arise from these borrowings
becoming due and payable, at the contractual due date or early,
the Group has implemented a conservative financing policy mainly
based on:— prudent use of debt leveraging, coupled with limited use of
any clauses that could lead to early repayment of borrowings;

Net debt/net cash and cash equivalents and credit risk
Financial assets which could expose the Group to a credit orcounterparty risk mainly consist of financial investments: inaccordance with Group policy, cash balances are not invested
in equity-linked products, but in (i) negotiable debt securities(certificates of deposit), (ii) term deposits, (iii) capitalization
contracts or (iv) short-term money market mutual funds, subject
to minimum credit rating and diversification rules.
At December 31, 2021, short-term investments totaled €1,651 million
and comprise mainly (i) money market mutual fund units meetingthe criteria defined by ESMA (European Securities and Markets
Authority) for classification in the “monetary category”; and(ii) negotiable debt securities and term deposits maturing within
three months or immediately available, issued by highly rated
companies or financial institutions (minimum rating of A2/P2 orequivalent). Consequently, these short-term investments do not
expose the Group to any material credit risk.

Net debt by maturity at redemption value
The amounts indicated below correspond to the undiscounted
value of future contractual cash flows. Future cash flows relating tothe outstanding bond issues were estimated based on contractual
nominal interest rates and assuming the bonds would be redeemedin full at maturity.

— the maintenance of an adequate level of liquidity at all times;

5.

Contractual
maturity

Carrying
amountContractual
cash flows

Less
than
1 year

1 to
2 years

2 to
5 years

Beyond5 years

Cash and cash equivalents

2021

3,119

3,119

3,119

-

-

-

Cash management assets

2021

385

385

385

-

-

-

2015 Bond issue – July 2023

2023

(1,011)(1,050)(25)(1,025)--2018 Bond issue – October 2024

2024

(585)

(618)

(6)

(6)

(606)

-

2018 Bond issue – April 2028

2028

(504)

(561)

(9)

(9)

(26)

(517)

April 2020 Bond issue – April 2026

2026

(803)

(865)

(13)

(13)

(839)

-

At December 31, 2021
(in millions of euros)

April 2020 Bond issue – April 2029

2029

(1,003)(1,160)

(20)

(20)

(60)

(1,060)April 2020 Bond issue – April 2032

2032

(1,204)(1,513)

(28)

(28)

(86)

(1,371)

June 2020 Bond issue – June 2025

2025

(800)

(820)

(5)

(5)

(810)

-

June 2020 Bond issue – June 2030

2030

(798)

(881)

(9)

(9)

(27)

(836)

(23)

(23)

(6)

(2)

(6)

(9)

(6,731)(7,491)(121)(1,117)(2,460)(3,793)(3,987)

3,383(1,117)(2,460)(3,793)

Drawdowns on bank and similar facilities andother borrowings
BORROWINGS
Derivative instruments on borrowings
NET DEBT

282

3(3,224)

UNIVERSAL REGISTRATION DOCUMENT 2021

FINANCIAL INFORMATION
Consolidated accounts

Note 23

Cash flows

The Consolidated Statement of Cash Flows analyzes the year-on-yearchange in cash flows from operating, investing and financing activities.

Foreign currency cash flows are translated into euros at the averageexchange rate for the year. Exchange gains or losses resulting fromthe translation of cash flows relating to foreign currency assets
and liabilities at the year-end exchange rate are shown in “Effectof exchange rate movements on cash and cash equivalents” in theStatement of Cash Flows.

At December 31, 2021, cash and cash equivalents totaled €3,119 million(see Note 22 – Net debt/net cash and cash equivalents), up€291 million on December 31, 2020 (€2,828 million). Excluding theimpact of exchange rate fluctuations on cash and cash equivalentsof positive €134 million, this increase is €157 million. Cash flow
impacts are shown in the Consolidated Statement of Cash Flows.

Net cash from operating activities
In 2021, net cash from operating activities totaled €2,581 million(compared with €1,661 million in 2020) and resulted from:— cash flows from operations before net finance costs andincome tax in the amount of €2,492 million;— payment of current income taxes in the amount of€440 million;— changes in working capital requirements, generating a
positive cash impact of €529 million.

Changes in working capital requirements (WCR) and the reconciliation with the Consolidated Statement of Financial Position are as follows:
Statement
Neutralization of itemsof Cashwith no cash impact Flows items

Working capital requirement components(Consolidated Statement of Financial Position)(in millions of euros)

Trade receivables
and contract assets,excl. contract costs

Notes

20

Net
impactNonworking
capitalitems (1)Impactof WCR
items

Net
profitimpact

4,489

(653)

(6)

(659)

-

December December
31, 2020
31, 2021

3,836

Reclassifications (2)andForeignchangesexchangein Group
impact structure

125

26

Amount(508)

Contract costs

20

102

117

(15)

-

(15)

-

5

2

(8)

Contract liabilities

20(1,044)(1,405)

361

-

361

-

(29)

(13)

319

(307)

(6)

(313)

-

101

15

(197)

2

421

-

(53)

(17)

351

Change in tradereceivables,
contract assets,
contract liabilities
and contract costs
Accounts and notes
payable (trade payables)28(1,209)(1,628)

419
419

2

421

-

(53)

(17)

351

Other non-current assets

19

545

814

(269)

206

(63)

1

-

8

(54)

Other current assets

21

598

738

(140)

8

(132)

-

14

14

(104)

Accounts and notes
payable (excluding
trade payables)28(2,149)(2,733)

584

(2)

582

-

(58)

(13)

511

Other current andnon-current liabilities

27

(541)

(641)

100

(71)

29

-

(2)

(5)

22

275

141

416

1

(46)

4

375

524

1

2

2

529

Change in accounts
and notes payable

Change in otherreceivables/payables
CHANGE IN OPERATING
WORKING CAPITAL(1)(2)

Non-working capital items comprise cash flows relating to investing and financing activities, payment of the income tax expense and non-cash items.
The Reclassifications heading mainly includes changes relating to the current and non-current reclassification of certain accounts and notes receivable and payable andchanges in the position of certain tax and employee-related receivables and payables in assets or liabilities.

CAPGEMINI

283

5.

FINANCIAL INFORMATION
Consolidated accounts

Net cash used in investing activities

Net cash from financing activities

The main components of net cash used in investing activities of€678 million (compared with a cash outflow of €1,714 million in2020) reflect:

Net cash outflows as a result of financing activities totaled€1,746 million (compared with net cash inflows of €562 million in2020) and mainly comprised:— cash outflows of €210 million relating to acquisitions ofproperty, plant and equipment, net of disposals, primarily
due to purchases of computer hardware for customer
projects or the partial renewal of IT installations and therenovation, extension and refurbishment of office space;— payment of the 2020 dividend of €329 million;— cash outflows of €52 million relating to acquisitions ofintangible assets, net of disposals, mainly involving software
for customer projects or for internal use and internallygenerated intangible assets (see Note 13 – Goodwill andintangible assets);— cash outflows of €197 million for the buyback of own shares;— cash outflows on business combinations, net of cash andcash equivalents acquired, of €369 million.

— cash outflows of €320 million to repay lease liabilities;— net cash out of €1,361 million mainly to early repay bonds
matured on 2021 and 2022 as described below;

offset by:— the €587 million share capital increase following the issueof new shares under the international employee shareownership plan (see Note 12 G – Equity).

The decrease in borrowings during the fiscal year breaks down as follows:(in millions of euros)

Proceeds Repayments
December December
Net from borro‑of borro‑Notes
31, 2020
31, 2021 impact wings in SCF wings in SCF

Changesin Group
structure

Other (1)

Bonds

22

(7,121)(6,637)

484

-

-

496

-

(12)

Draw-downs on bankand similar facilities
and other borrowings

22

(6)

(17)

(11)

(12)

1

-

-

-

Long-term borrowings

5.

Reclassi‑
ficationnon‑current/
current(7,127)(6,654)

473

(12)

1

496

-

(12)

Bonds

22

(577)

(71)

506

-

1,000

(496)

-

2

Drawdowns on bankand similar facilities
and other borrowings

22

(366)

(6)

360

(125)

497

-

(12)

-

(943)

(77)

866

(125)

1,497

(496)

(12)

2

(8,070)(6,731)

1,339

(137)

1,498

-

(12)

(10)

Short-term borrowings
Borrowings(1)

mainly the net change in coupons during the fiscal year.

Organic free cash flow
Organic free cash flow calculated based on items in the Statement of
Cash Flows is equal to cash flow from operations less acquisitions ofproperty, plant, equipment and intangible assets (net of disposals)
and repayments of lease liabilities and adjusted for flows relating
to the net interest cost.

At December 31 (in millions of euros)

2020

2021

Cash flows from operations

1,661

2,581

Acquisitions of property, plant and equipment and intangible assets

(206)

(266)

2

4

(204)

(262)

(96)

(153)

Proceeds from disposals of property, plant and equipment and intangible assets
Acquisitions of property, plant, equipment and intangible assets (net of disposals)Interest paid
Interest received

49

27

Net interest cost

(47)

(126)

Repayments of lease liabilities

(291)

(320)

ORGANIC FREE CASH FLOW

1,119

1,873

284

UNIVERSAL REGISTRATION DOCUMENT 2021

FINANCIAL INFORMATION
Consolidated accounts

Note 24

Currency, interest rate and counterparty risk management

Currency risk management
A) Exposure to currency risk and currency risk
management policya) Currency risk and hedging of operating transactions
The significant use of offshore delivery centers located in India,
Poland and Latin America exposes the Group to currency risk withrespect to some of its production costs.
The Group implements a policy aimed at minimizing and managing
these currency risks, due in the majority to internal flows with India
in respect of production costs denominated in Indian rupee. The
hedging policy and the management of operational currency risk
are centralized at parent company level. Currency risk is managed
primarily based on periodic reporting by subsidiaries of their
exposure to currency risk over principally the coming 1 to 3 years.
On this basis, the parent company acting as an internal bank, grantsinternal currency guarantees to subsidiaries and enters into currency
hedges with its bank counterparties, primarily through forward
purchase and sale foreign exchange contracts.
These hedging transactions are recorded in accordance with cash
flow hedge accounting rules.
The Group determines the existence of an economic link between
the hedging instrument and the hedged item based on the currency,
amount and timing of their respective cash flows.

b) Currency risk and hedging of financial transactions
The Group is exposed to the risk of exchange rate fluctuations
in respect of:— inter-company financing transactions, mainly within theparent company, these flows generally being hedged (inparticular using forward purchase and sale foreign exchange
contracts) excepted financial flows that are integral part of
the net investment in subsidiaries;— fees paid to the parent company by subsidiaries whosefunctional currency is not the euro, flows being hedged aswell.
c) Sensitivity of revenues and the operating margin (1) tofluctuations in the main currencies
A 10% fluctuation in the US dollar-euro exchange rate would triggera corresponding 2.7% change in revenues and a 2.5% change inthe operating margin (1) amount. Similarly, a 10% fluctuation in thepound sterling-euro exchange rate would trigger a corresponding
1.1% change in revenues and a 1.5% change in the operating
margin amount.

B) Hedging derivatives
Amounts hedged at December 31, 2021 using forward purchaseand sale foreign exchange contracts, mainly concern the parent
company and the centralized management of currency risk on
operating transactions and inter-company financing transactions.
At December 31, 2021, the euro-equivalent nominal value of
foreign exchange derivatives (forward purchase and sale foreignexchange contracts and options) breaks down by transaction typeand maturity as follows:(in millions of euros)> 6 months and< 6 months< 12 months

5.
> 12 months

Total

Operating transactions

2,130

2,107

2,867

7,104

o/w:

578
1,552

‑
2,107

‑
2,867

578
6,526

Financial transactions

1,185

405

269

1,859

o/w:

1,185

405

269

1,859

3,315

2,512

3,136

8,963

–
–

–

fair value hedge
cash flow hedge

fair value hedge

TOTAL
hedges contracted in respect of operating transactions mainlycomprise forward purchase and sale foreign exchange contracts
maturing between 2022 and 2025 with an aggregate euro-equivalentvalue at closing exchange rates of €7,104 million (€4,709 million
at December 31, 2020). The volume increase came notably fromthe Altran’s integration in the Group’s currency risk management
policy. The hedges, part of the centralized management of currency
exposition risk, were chiefly taken out in respect of transactions inIndian rupee (INR 299,509 million), US dollars (USD 2,982 million)
and Polish zloty (PLN 2,272 million). The maturities of these(1)hedges range from 1 to 37 months and the main counterparty is
Capgemini SE for a euro-equivalent value of €6,973 million.
Hedges contracted in respect of financial transactions concern one
inter-company loan in US dollars at December 31, 2021.
The net residual exposure to currency risk on intragroup operatingtransactions denominated in Indian rupee, with the delivery centers
located in India (see A)a)), results from the Group’s currency risk
management policy. The net exposure at December 31, 2021 andDecember 31, 2020, is therefore limited.

Operating margin, an alternative performance measure monitored by the Group, is defined in Note 3 – Alternative performance measures.

CAPGEMINI

285

FINANCIAL INFORMATION
Consolidated accounts

C) Fair value of hedging derivatives
hedging derivatives are recorded in the following accounts:
At December 31 (in millions of euros)

Notes

2020

2021

19

32

75

Other non-current assets
Other current assets

21

68

102

Other current and non-current liabilities

27

(65)

(85)

Fair value of hedging derivatives, net

35

92

Relating to:–operating transactions

35

89

–

financial transactions‑

3

The main hedging derivatives notably comprise the fair valueof derivative instruments contracted as part of the centralized
management of currency risk recorded in “other non-current
assets” in the amount of €73 million, in “other current assets”
in the amount of €99 million, in “other non-current liabilities” inthe amount of €36 million and in “other current liabilities” in theamount of €48 million.
The change in the period in derivative instruments hedging
operating and financial transactions recorded in “Income andexpense recognized in equity” breaks down as follows:(in millions of euros)

2021

Hedging derivatives recorded in income and expense recognized in equity at January 1(189)

Amounts reclassified to net profit at December 31, 2021

(3)

Changes in fair value of derivative instruments and net investment

199

Hedging derivatives recorded in income and expense recognized in equity at December 31
No hedging relationships were discontinued during the fiscal
year. The equity balance consists only of the fair value of existinghedging instruments.

Interest rate risk management

5.

A) Interest rate risk management policy
The Group’s exposure to interest rate risk should be analyzed inlight of its cash position: at December 31, 2021, the Group had€3,514 million in cash and cash equivalents, with short-term
investments mainly at floating rates (or failing this, at fixed rates forperiods of less than or equal to three months), and €6,741 million
in gross indebtedness only at fixed rates (see Note 22 – Net debt/
net cash and cash equivalents).

B) Exposure to interest rate risk: sensitivity analysis

7

Based on average levels of short-term investments and cash
management assets, a 100-basis point rise in interest rates would
have had a positive impact of around €17 million on the Group’s net
finance costs in 2021. Conversely, a 100-basis point fall in interest
rates would have had an estimated €17 million negative impact on
the Group’s net finance costs.

Counterparty risk management
In line with its policies for managing currency and interest rate risks
as described above, the Group enters into hedging agreementswith leading financial institutions. Accordingly, counterparty risk
can be deemed not material. At December 31, 2021, the Group’s
main counterparties for managing currency and interest rate risk
are Barclays, BNP Paribas, CA CIB, Citibank, Commerzbank, HSBC,
ING, JP Morgan, Morgan Stanley, Natixis, NatWest Group, Santander,Standard Chartered and Société Générale.

As Group borrowings were at fixed rates in 2021, any increase or
decrease in interest rates would have had a negligible impact on
the Group’s net finance costs.

286

UNIVERSAL REGISTRATION DOCUMENT 2021

FINANCIAL INFORMATION
Consolidated accounts

Note 25

Provisions for pensions and other post-employment benefits

Defined contribution plans
Defined contribution plans are funded by contributions paid byemployees and Group companies to the organizations responsible
for managing the plans. The Group’s obligations are limited to thepayment of such contributions which are expensed as incurred. The
Group’s obligation under these plans is recorded in “Accounts andnotes payable”. Defined contribution plans are operated in most
European countries (France, the United Kingdom, the Netherlands,
Germany and Central Europe, Nordic countries, Italy and Spain), in
the United States and in the Asia-Pacific area.

Defined benefit pension plans
Defined benefit pension plans consist of either:— unfunded plans, where benefits are paid directly by theGroup and the related obligation is covered by a provision
corresponding to the present value of future benefit
payments. Estimates are based on regularly reviewed
internal and external assumptions. These unfunded planscorrespond mainly to retirement termination payments andhealthcare assistance plans;— funded plans, where the benefit obligation is covered byexternal funds. Group contributions to these external funds
are made in accordance with the specific regulations in force
in each country.
Obligations under these plans are determined by independentactuaries using the projected unit credit method. Under this method,each period of service gives rise to an additional unit of benefit
entitlement and each of these units is valued separately in orderto obtain the amount of the Group’s final obligation.

Breakdown of provisions for pensions and otherpost-employment benefits
Provisions for pensions and other post-employment benefits comprise
obligations under funded defined benefit plans (particularly in the

The resulting obligation is discounted by reference to market yields
on high quality corporate bonds, denominated in the payment
currency of benefits and consistent with forecast cash outflowsof the post-employment benefit obligation.
For funded plans, only the estimated funding deficit is coveredby a provision.
When the calculation of the obligation produces a plan gain and
the Group has an unconditional right to repayment, an asset isrecognized and capped in the amount of the sum of the present
value of gains available in the form of future repayments or
reductions in plan contributions. In this case, the plan surplus isrecognized in non-current assets.
Current and past service costs – corresponding to an increase in the
obligation – are recorded in “Operating expenses” of the period.
Gains or losses on the curtailment, settlement or transfer of defined
benefit pension plans are recorded in “Other operating income”
or “Other operating expense.”
The impact of discounting defined benefit obligations as well as
the expected return on plan assets are recorded net in “Other
financial expense” or “Other financial income.”
Actuarial gains and losses correspond to the effect of changes in
actuarial assumptions and experience adjustments (i.e. differences
between projected actuarial assumptions and actual data) on theamount of the benefit obligation or the value of plan assets. They
are recognized in full in “Income and expense recognized in equity”
in the year in which they arise (with the related tax effect).

5.
United Kingdom and Canada) and obligations primarily relating toretirement termination payments (particularly in France, Germany
and Sweden).

Provision for pensions and other post-employment benefits by main countries

Obligation

Plan assets

Net commitment in
the Consolidated
Statement of
Financial Position(in millions of euros)

2020

2021

2020

2021

2020

2021

United Kingdom

3,681

3,809

(3,412)(3,914)

269

(105)

Canada

775

747

(522)

(585)

253

162

France

319

315

(38)

(54)

281

261

Germany

176

172

(100)

(103)

76

69

Sweden

31

28

(11)

(12)

20

16

India (1)

706

169

(588)

(59)

118

110

Other

305

297

(250)

(260)

55

37

5,993

5,537

(4,921)(4,987)

1,072

550

PRESENT VALUE OF THE OBLIGATION AT DECEMBER 31(1)

In fiscal year 2021, the Group transferred responsibility for the management of some pension and other post-employment benefit plans to the Government.

CAPGEMINI

287

FINANCIAL INFORMATION
Consolidated accounts

Movements in provisions for pensions and other post-employment benefits during the last two fiscal years were as follows:

Obligation(in millions of euros)

Notes

PRESENT VALUE OF THE OBLIGATION
AT JANUARY 1
Expense for the period recognizedin the Income Statement

2020

2021

2020

2021

2020

2021

5,575

5,993

(4,529)(4,921)

1,046

1,072

226

165

(112)

(81)

114

84

Service cost

7

91

83

-

-

91

83

Curtailments and settlements of plans

8

-

(17)

-

-

-

(17)

Interest cost

9

135

99

(112)

(81)

23

18

Impact on income and expense
recognized in equity

430

(171)

(387)

(267)

43

(438)

Change in actuarial gains and losses

430

(171)

-

-

430

(171)

Impact of changes in financial assumptions

469

(158)

‑

‑

469

(158)

Impact of changes in demographic assumptions

(37)

27

‑

‑

(37)

27

Experience adjustments

(2)

(40)

‑

‑

(2)

(40)

-

-

(387)

(267)

(387)

(267)

(238)

(450)

107

282

(131)

(168)

Return on plan assets (1)OtherContributions paid by employees

43

31

(43)

(30)

-

1

(215)

(250)

181

181

(34)

(69)

-

-

(156)

(131)

(156)

(131)

Translation adjustments

(324)

355

276

(319)

(48)

36

Business combinations

249

-

(136)

-

113

-

9

(586)

(15)

581

(6)

(5)

Benefits paid to employees
Contributions paid

5.

Plan assets

Net commitment in
the Consolidated
Statement of
Financial Position

Other movements
PRESENT VALUE OF THE OBLIGATION
AT DECEMBER 31

(1)

5,993

5,537

(4,921)(4,987)

1,072

550

o/w Provisions

‑

‑

‑

‑

1,072

655

o/w Other non‑current assets

‑

‑

‑

‑

‑

105

After deduction of financial income on plan assets recognized in the Income Statement and calculated using the discount rate.

Analysis of the change in provisions for pensions andother post-employment benefits by main countryA) United Kingdom
In the United Kingdom, post-employment benefits primarily consistof defined contribution pension plans.
A very small number of employees accrue pensionable service
within a defined benefit pension plan.
In addition, certain former and current employees accrue deferredbenefits in defined benefit pension plans. The plans are administered
within trusts which are legally separate from the employer and aregoverned by a trustee board comprising independent trustees andrepresentatives of the employer.
The defined benefit pension plans provide pensions and lump sums
to members on retirement and to their dependents on death.
Members who leave service before retirement are entitled to adeferred pension.
Employees covered by defined benefit pension plans break down
as follows:— 79 current employees accruing pensionable service (112 at
December 31, 2020);

288— 5,627 former and current employees not accruing
pensionable service (7,005 at December 31, 2020);— 4,032 retirees (3,561 at December 31, 2020).
The plans are subject to the supervision of the UK Pension
Regulator; the funding schedules for these plans are determinedby the Board of Directors of each pension plans on the proposalof an independent actuary, after discussion with Capgemini UK
Plc, the employer, as part of actuarial valuations usually carriedout every three years. Capgemini UK Plc., the employer, gives firm
commitments to the trustees regarding the funding of any deficits
identified, over an agreed period.
The responsibility to fund these plans lies with the employer. The
defined benefit pension plans expose the Group to the increasein liabilities that could result from changes in the life expectancy
of members, fluctuations in interest and inflation rates and, moregenerally, a downturn in financial markets.
The average maturity of pension plans in the United Kingdom is
19 years.
In accordance with local regulations, the non-renewal of certain
client contracts in full or in part could require Capgemini UK Plc.
to bring forward the funding of any deficits in respect of theemployees concerned.

UNIVERSAL REGISTRATION DOCUMENT 2021

FINANCIAL INFORMATION
Consolidated accounts

Obligation

Plan assets

Net commitment in
the Consolidated
Statement of
Financial Position(in millions of euros)

2020

2021

2020

2021

2020

2021

PRESENT VALUE OF THE OBLIGATION
AT JANUARY 1

3,593

3,681

(3,206)(3,412)

387

269

Expense for the period recognizedin the Income Statement

69

51

(60)

(45)

9

6

Service cost

2

2

-

-

2

2

Interest cost

67

49

(60)

(45)

7

4

Impact on income and expense
recognized in equity

299

(87)

(335)

(223)

(36)

(310)

Change in actuarial gains and losses

299

(87)

-

-

299

(87)

Impact of changes in financial assumptions

342

(91)

‑

‑

342

(91)

Impact of changes in demographic assumptions

(41)

28

‑

‑

(41)

28

Experience adjustments

(2)

(24)

‑

‑

(2)

(24)

-

-

(335)

(223)

(335)

(223)

(280)

164

189

(234)

(91)

(70)

(84)

(91)

84

91

-

-

-

-

(71)

(80)

(71)

(80)

Translation adjustments

(196)

255

176

(245)

(20)

10

PRESENT VALUE OF THE OBLIGATION/(SURPLUS) AT DECEMBER 31

3,681

3,809

(3,412)(3,914)

269

(105)

Return on plan assets (1)Other
Benefits paid to employees
Contributions paid

(1)

After deduction of financial income on plan assets recognized in the Income Statement and calculated using the discount rate.

a) Main actuarial assumptions
Discount rate, salary inflation rate and inflation rate
(in %)

5.
At December 31, 2020

At December 31, 2021

1.3

1.9

2.3-2.9

2.4-3.4

2.9

3.4

Discount rate
Salary inflation rate
Inflation rate
In 2021, the benchmark indexes used to calculate discount rates
were similar to those used in previous years.

Mortality tables used are those commonly used in the United
Kingdom.

b) Plan assets
2020(in millions of euros)

2021

Shares

1,775

52%

1,663

42%

Bonds and hedging assets

1,356

40%

2,009

51%

Other

281

8%

242

7%

TOTAL

3,412

100%

3,914

100%

Shares correspond to investments in equities or diversified growthinvestments, the majority of which in developed markets.
Bonds and hedging assets consist of bonds invested in liquid markets.
A portion of these investments seeks to partially hedge interest

CAPGEMINI

rate risk on the plan liabilities; this matching portfolio consists of
UK government bonds (GILT), owned directly or borrowed via saleand repurchase agreements.

289

FINANCIAL INFORMATION
Consolidated accountsc) Sensitivity analysis of the obligation
Impact on the obligation at
December 31, 2021

Increase/decrease of 50 basis points in the discount rate

(324)

369

Increase/decrease of 50 basis points in the inflation rate

238

(232)

Increase/decrease of 50 basis points in the mortality rate

(66)

64

d) Future contributions

The average maturity of pension plans in Canada is 17 years.

Contributions to defined benefit pension funds in the United
Kingdom on an annual basis are estimated at €26 million, including
the funding of pension plan deficits over the period defined withthe trustees as part of the regular actuarial valuations.

The plans are subject to regular actuarial valuations performedat least every three years. In accordance with local regulations,the non-renewal of certain client contracts in full or in part could
require the Canadian entities to bring forward the funding of any
deficits in respect of the employees concerned.

B) Canada
In Canada, defined post-employment benefits consist of defined
benefit pension plans and other pension and similar plans. The
plan assets are held in trust separately from the employer’s assets.
Nonetheless, the responsibility to fund the plans lies with theemployer. The plans expose the Group to the increase in liabilities
that could result from changes in the life expectancy of members,
fluctuations in interest and inflation rates and, more generally, a
downturn in financial markets.

In Canada, employees covered by defined benefit pension plans
break down as follows:— 507 current employees accruing pensionable service (530 at
December 31, 2020);— 74 former and current employees not accruing pensionable
service (76 at December 31, 2020);— 437 retirees (416 at December 31, 2020).

Obligation

5.

Rate
decrease

Rate increase(in millions of euros)

Plan assets

Net provision in
the Consolidated
Statement of
Financial Position(in millions of euros)

2020

2021

2020

2021

2020

2021

PRESENT VALUE OF THE OBLIGATION AT JANUARY 1

753

775

(516)

(522)

237

253

Expense for the period recognizedin the Income Statement

38

16

(15)

(16)

23

-

Service cost

16

11

-

-

16

11

Curtailments and settlements of plans

-

(17)

-

-

-

(17)

Interest cost

22

22

(15)

(16)

7

6

Impact on income and expense recognized in equity

53

(61)

(36)

(17)

17

(78)

Change in actuarial gains and losses

53

(61)

-

-

53

(61)

Impact of changes in financial assumptions

56

(47)

‑

‑

56

(47)

Impact of changes in demographic assumptions

4

‑

‑

‑

4

‑

Experience adjustments

(7)

(14)

‑

‑

(7)

(14)

-

-

(36)

(17)

(36)

(17)

(69)

17

45

(30)

(24)

(13)

3

2

(3)

(2)

-

-

(21)

(49)

18

25

(3)

(24)

-

-

(5)

(7)

(5)

(7)

Return on plan assets (1)OtherContributions paid by employees
Benefits paid to employees
Contributions paid
Translation adjustments

(51)

64

35

(46)

(16)

18

PRESENT VALUE OF THE OBLIGATION AT DECEMBER 31

775

747

(522)

(585)

253

162

(1)

After deduction of financial income on plan assets recognized in the Income Statement and calculated using the discount rate.

In 2021, the Group recorded a gain of €17 million in respect of the reduction in the pension and post-employment benefit obligation,
following the transfer of employees working exclusively on a Canadian client contract.

290

UNIVERSAL REGISTRATION DOCUMENT 2021

FINANCIAL INFORMATION
Consolidated accountsa) Main actuarial assumptions

Discount rate, salary inflation rate and inflation rate
At December 31, 2020

At December 31, 2021

Discount rate

2.7

3.1

Salary inflation rate

2.3

2.3

2

2

(in %)Inflation rate

In 2021, the benchmark indexes used to calculate discount rates were similar to those used in previous years.
Mortality tables used are those commonly used in Canada.
b) Plan assets
2020(in millions of euros)

2021

Shares

262

50%

207

35%

Bonds and hedging assets

253

48%

371

63%

Other

7

2%

7

2%

TOTAL

522

100%

585

100%

Shares correspond to investments in equities or diversified growthinvestments, the majority of which in developed markets.

Bonds primarily comprise Canadian government bonds. A portionof these investments seeks to partially hedge interest rate risk on
the plan liabilities; this matching portfolio consists of Canadiangovernment bonds, owned directly or borrowed via sale andrepurchase agreements.

c) Sensitivity analysis of the obligation
Impact on the obligation at
December 31, 2021
Rate
increaseRate
decrease

Increase/decrease of 50 basis points in the discount rate

(57)

63

Increase/decrease of 50 basis points in the inflation rate

50

(49)

Increase/decrease of 50 basis points in the mortality rate(3)

3

(in millions of euros)d) Future contributionsC) France

Contributions to the Canadian defined benefit plans in respect of2022 are estimated at €21 million, including the funding of pension
plan deficits defined as part of the regular actuarial valuations.

In France, post-employment benefits primarily consist of retirement
termination plans. Payments under these plans are determinedby collective bargaining agreements and based on the employee’ssalary and seniority on retirement. The Group provides for its
commitments to employees in accordance with the provisions of
the Syntec collective bargaining agreement on departures andretirement. This liability changes, in particular, in line with actuarial
assumptions as presented below:
At December 31, 2020

At December 31, 2021

Discount rate

0.4

0.8

Salary inflation rate

2.0

2.0

(in %)

The average maturity of pension plans in France is between 9 and 17 years depending on the pension plan.

CAPGEMINI

291

5.

FINANCIAL INFORMATION
Consolidated accounts

Note 26 Non-current and current provisions

A provision is recognized in the Consolidated Statement of Financial
Position at the year-end if, and only if, (i) the Group has a present
obligation (legal or constructive) as a result of a past event, (ii) it
is probable that an outflow of resources embodying economic

benefits will be required to settle the obligation and (iii) a reliable
estimate can be made of the amount of the obligation. Provisions are
discounted when the impact of the time value of money is material.

Movements in non-current and current provisions break down as follows:(in millions of euros)

2020

2021

At January 1

116

459

Charge68

61

Reversals (utilization of provisions)

(47)

(58)

Reversals (surplus provisions)

(11)

(33)

Other

333

52

At December 31

459

481

At December 31, 2021, non-current provisions (€341 million) and current
provisions (€140 million) mainly concern risks relating to projects
and contracts of €134 million (€117 million at December 31, 2020)
and risks of €347 million (€342 million at December 31, 2020),
mainly relating to labor and legal disputes in France and tax risks(excluding income tax) in India.

Note 27
5.

At December 31, 2021, the line “Other” includes notably the finalizationof the Altran Technologies purchase price allocation based on
new information identified regarding the facts and circumstances
existing at the takeover date (See Note 16- Cash-generating units
and asset impairment test.).

Other non-current and current liabilities

At December 31 (in millions of euros)

2020

2021

30

46

65

85

Liabilities related to acquisitions of consolidated companies

147

124

Non-current tax payables

186

262

Notes

Special employee profit-sharing reserve
Derivative instruments

24

Other
OTHER NON-CURRENT AND CURRENT LIABILITIES
Liabilities related to acquisitions of consolidated companies mainlycomprise earn-outs granted at the time of certain acquisitions.
Other current and non-current liabilities mainly include thenon-current tax payables on tax audit and litigation proceedingsin India and France.

Note 28

23

113

124

541

641

The change in other non-current tax payables in 2021 is mainly
explained by the finalization of the Altran Technologies purchaseprice allocation based on new information identified regarding
the facts and circumstances existing at the takeover date (SeeNote 16- Cash-generating units and asset impairment test.).

Accounts and notes payable

At December 31 (in millions of euros)

Note

Trade payables
Accrued taxes other than income tax
Personnel costs
Other

2020

2021

1,209

1,628

498

648

1,645

2,074

6

11

3,358

4,361

ACCOUNTS AND NOTES PAYABLE

23

292

UNIVERSAL REGISTRATION DOCUMENT 2021

FINANCIAL INFORMATION
Consolidated accounts

Note 29 Number of employees
Average number of employees by geographic area
2020

2021

Number of
employees%

Number of
employees%

North America

18,493

7

18,627

6

France33,35813

36,332

13

United Kingdom and Ireland

10,032

4

11,242

4

Benelux

9,153

4

9,960

3

Southern Europe

16,816

7

20,6207

Nordic countries

5,253

2

5,826

2

Germany and Central Europe

19,9988

22,7828

Africa and Middle East

3,226

1

4,229

1

Asia-Pacific and Latin America

135,19654

163,072

56

AVERAGE NUMBER OF EMPLOYEES

251,525100

292,690

100

Number of employees at December 31 by geographic area
2020

2021

Number of
employees%

Number of
employees%

North America

18,550

7

19,588

6

France36,21913

37,283

12

United Kingdom and Ireland

10,4894

12,172

4

Benelux

9,616

4

10,415

3

Southern Europe

19,932

7

21,655

7

Nordic countries

5,401

2

6,304

2

Germany and Central Europe

21,997

8

24,2197

Africa and Middle East

3,888

1

4,640

1

Asia-Pacific and Latin America

143,67754

188,40858

NUMBER OF EMPLOYEES AT DECEMBER 31

269,769100

324,684

100

Note 30 Off-balance sheet commitments
Off-balance sheet commitments relating to Group
operating activities
A) Commitments given on client contracts
The Group has provided performance and/or financial guarantees
for a number of major contracts. The clients concerned represented
approximately 10% of Group revenue in 2021.
In addition, certain clients enjoy:— limited financial guarantees issued by the Group and totaling€1,681 million at December 31, 2021 (€1,746 million at
December 31, 2020);— bank guarantees borne by the Group and totaling €203 million
at December 31, 2021 (€212 million at December 31, 2020).

CAPGEMINIB) Commitments given on leases
Commitments given on leases consist primarily of the non-lease
components of the Group’s leases and commitments under leases
with a short term or of assets with a low value (except IT equipment).
These commitments total €113 million at December 31, 2021.

C) Other commitments given
Other commitments given total €70 million at December 31, 2021(€67 million at December 31, 2020) and mainly comprise standard
vendor warranties given on asset sales.
In the course of its activities, the Group may be required to contract
firm purchase commitments for solutions and services with certain
suppliers at market prices.

293

5.

FINANCIAL INFORMATION
Consolidated accounts

D) Other commitments received
Other commitments received total €30 million at December 31, 2021(€16 million at December 31, 2020) and comprise in particularcommitments received following some takeover during the fiscal year
and the purchase of shares held by certain minority shareholders.

Off-balance sheet commitments relating toGroup financingA) Bonds

Contingent liabilities
In the normal course of their activities, certain Group companies
underwent tax audits, leading in some cases to revised assessments
in 2021 and previous years.

B) Syndicated credit facility obtained byCapgemini SE and not drawn to date

Proposed adjustments were challenged and litigation andpre-litigation proceedings were in progress at December 31, 2021,
notably in France and India. In France, the tax authorities consider
that Capgemini SE’s reinsurance subsidiary located in Luxembourg
takes advantage of a preferential tax regime and therefore thatits profits should be taxed in France, at Capgemini SE level. The
Indian subsidiaries of the Group have received several revised
assessments or proposed revised assessments for income tax inrecent years, especially on transfer pricing.

The credit facility agreement disclosed in Note 22 – Net debt/net
cash also includes covenants restricting Capgemini SE’s ability tocarry out certain transactions. These covenants also apply to Group

Most often, no amounts have been booked for these disputes in the
consolidated financial statements in so far as the Group considers
it can justify its positions that the likelihood of winning is high.

Capgemini SE has committed to standard obligations in respectof the outstanding bond issues detailed in Note 22 – Net debt/
net cash and cash equivalents, and particularly to maintain paripassu status with all other marketable bonds that may be issued
by the Company.

Note 31

Related-party transactions

Associates— members of management, including directors;

Associates are equity-accounted companies over which the Group
exercises significant influence. Transactions with these associates
in 2021 were performed at arm’s length and were of immaterial
volume.

— entities controlled or jointly controlled by a member of GroupManagement, or over which he/she has significant influenceor holds significant voting rights.

Other related-parties

5.

subsidiaries. They include restrictions primarily relating to pledging
assets as collateral, asset sales, mergers and similar transactions.
Capgemini SE is also committed to standard obligations, including
an agreement to maintain pari passu status.

In 2021, no material transactions were carried out with:— shareholders holding significant voting rights in the sharecapital of Capgemini SE;

Group Management compensation
The table below provides a breakdown of the 2020 and 2021
compensation of members of management bodies present at
each year-end (29 members in 2021 and 29 in 2020) and directors.

(in thousands of euros)

Short-term benefits excluding employer payroll taxes (1)

2020

2021

25,166

28,685o/w remuneration for director duties (2) paid to salaried directors

228

196

o/w remuneration for director duties (2) paid to non‑salaried directors (3) (4)

936

791

Short-term benefits: employer payroll taxes

7,117

12,309Post-employment benefits (5)

1,876

2,405

Share-based payment (6)9,760

12,728

(1)
(2)
(3)
(4)
(5)
(6)

Including gross wages and salaries, bonuses, profit-sharing, fees and benefits in kind.
Previously known as attendance fees.
Note that Paul hermelin has waived receipt of his remuneration for director duties since 2011 (previously known as attendance fees) and Aiman Ezzat has also waived
receipt of this remuneration since his nomination by the Shareholders’ Meeting of May 20, 2020.
17 active directors in 2020 and 17 active directors in 2021.
Primarily the annualized expense in respect of retirement termination payments pursuant to a contract and/or a collective bargaining agreement.
Deferred recognition of the annualized expense relating to the grant of performance shares.

Note 32 Subsequent events
At the Shareholders’ Meeting, the Board of Directors will recommend
a dividend payout to Capgemini SE shareholders of €2.40 per

294

share in respect of 2021. A dividend of €1.95 per share was paid inrespect of fiscal year 2020.

UNIVERSAL REGISTRATION DOCUMENT 2021

FINANCIAL INFORMATION
Consolidated accounts

Note 33

List of the main consolidated companies by country

Capgemini SE is the parent company of what is generally known as “the Capgemini group” comprising 241 companies. The main
consolidated companies at December 31, 2021 are listed below.
Country

List of the main companies consolidated at December 31, 2021

% interest

Consolidation
Method (1)ARGENTINA

Capgemini Argentina S.A.

100.00%FC

AUSTRALIA

Capgemini Australia Pty Ltd.

100.00%FC

AUSTRIA

Capgemini Consulting Österreich AG

100.00%FC

BELGIUM

Capgemini Belgium N.V./S.A.

100.00%FC

Altran Belgium S.A.

100.00%FC

BRAZIL

Capgemini Brasil S.A.

99.97%FC

CPM Braxis Tecnologia, Ltda.

99.97%FC

Capgemini Canada Inc.

100.00%FC

CANADA

CHINA

Capgemini Solutions Canada Inc.

100.00%FC

Inergi LP

100.00%FC

New horizons Systems Solutions LP

100.00%FC

Capgemini (China) Co., Ltd.

100.00%FC

Capgemini Business Services (China) Ltd.

100.00%FC

Capgemini Hong Kong Ltd.

100.00%FC

DENMARK

Capgemini Danmark A/S

100.00%FC

FINLAND

Capgemini Finland Oy

100.00%FC

FRANCEGERMANY

Capgemini Consulting S.A.S.

100.00%FC

Capgemini DEMS France S.A.S.

100.00%FC

Capgemini France S.A.S.

100.00%FC

Capgemini Gouvieux S.A.S.

100.00%FC

Capgemini Latin America S.A.S.

100.00%FC

Capgemini Service S.A.S.

100.00%FC

Capgemini Technology Services S.A.S.

100.00%FC

Altran Technologies S.A.S.

100.00%FC

Global Management Treasury Services S.N.C.

100.00%FC

Altran ACT S.A.S.

100.00%FC

Sogeti S.A.S.

100.00%FC

Altran Technology & Engineering Center S.A.S.

100.00%FC

Capgemini Deutschland GmbH

100.00%FC

Capgemini Deutschland Holding GmbH

100.00%FC

Capgemini Outsourcing Services GmbH

100.00%FC

Altran Deutschland S.A.S. & Co. KG

100.00%FC

Sogeti Deutschland GmbH

100.00%FC

GUATEMALA

Capgemini Business Services Guatemala S.A.

100.00%FC

INDIA

Capgemini Technology Services India Ltd.

99.77%

FC

Altran Technologies India Pvt. Ltd.

100.00%FC

Aricent Technologies (holdings) Ltd.

98.03%FC

IRELAND

Capgemini Ireland Ltd.

100.00%FC

ITALYCapgemini Italia S.p.A.

100.00%FC

Altran Italia S.p.A.

100.00%FC

CAPGEMINI

295

5.

FINANCIAL INFORMATION
Consolidated accounts

JAPAN

Capgemini Japan K.K.

100.00%FC

LUXEMBOURG

Capgemini Reinsurance International S.A.

100.00%FC

Sogeti Luxembourg S.A.

100.00%FC

MALAYSIA

Capgemini Services Malaysia Sdn. Bhd.

100.00%FC

MEXICO

Capgemini México S. de R.L. de C.V.

100.00%FC

MOROCCOCapgemini Technology Services Maroc S.A.

100.00%FC

NETHERLANDS

100.00%FC

100.00%FC

Altran Netherlands B.V.

100.00%FC

Capgemini Nederland B.V.

100.00%FC

Sogeti Nederland B.V.

100.00%FC

NORWAY

Capgemini Norge AS

100.00%FC

POLAND

Capgemini Polska Sp. z.o.o.

100.00%FC

PORTUGAL

Capgemini Portugal, Serviços de Consultoria e Informática, S.A.

100.00%FC

Altran Portugal S.A.

100.00%FC

SINGAPORE

Capgemini Asia Pacific Pte. Ltd.

100.00%FC

Capgemini Singapore Pte. Ltd.

100.00%FC

SPAINCapgemini España S.L.

100.00%FC

Altran Innovación S.L.U.

100.00%FC

SWEDEN

Capgemini AB

100.00%FC

Capgemini Sverige AB

100.00%FC

Altran Sverige AB

100.00%FC

SWITZERLAND

5.

Capgemini Educational Services B.V.
Capgemini NV

UNITED
KINGDOM

UNITED STATES(1)

Sogeti Sverige AB

100.00%FC

Altran Switzerland AG

100.00%FC

Capgemini Suisse S.A.

100.00%FC

Capgemini UK Plc

100.00%FC

CGS holdings Ltd.

100.00%FC

IGATE Computer Systems (UK) Ltd.

100.00%FC

Altran UK Ltd.

100.00%FC

Cambridge Consultants Limited

100.00%FC

Capgemini America, Inc.

100.00%FC

Capgemini Government Solutions LLC

100.00%FC

Capgemini North America, Inc.

100.00%FC

FC = Full consolidation.

Note 34

Audit fees

Statutory audit fees for fiscal year 2021 break down as follows:
Mazars

PwC

2021

2020

2021

2020

Statutory audit of the consolidated andseparate financial statements

4.4

4.7

4.9

4.7

— Capgemini SE

0.4

0.3

0.6

0.6

— Fully-consolidated subsidiaries

4.0

4.4

4.3

4.1

Non-audit services (1)

0.2

0.1

0.5

0.3

TOTAL

4.6

4.8

5.4

5.0

(in millions of euros) (excl. VAT)

(1)

These fees mainly concern due diligence procedures, attestations and technical consultations.

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FINANCIAL INFORMATION
Consolidated accounts

5.2.7 Statutory auditors’ report on the consolidated financial statements
This is a translation into English of the Statutory auditors’ report on the consolidated financial statements of the Company issued in French andit is provided solely for the convenience of English speaking users.
This Statutory auditors’ report includes information required by European regulation and French law, such as information about the appointmentof the Statutory auditors or verification of the information concerning the Group presented in the management report and other documents
provided to shareholders.
This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicablein France.

For the year ended December 31, 2021
To the Annual General Meeting of Capgemini SE,

OpinionIn compliance with the engagement entrusted to us by your Annual General Meeting, we have audited the accompanying consolidated
financial statements of Capgemini SE (“the Group”) for the year ended December 31, 2021.
In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial positionof the Group as at December 31, 2021 and of the results of its operations for the year then ended in accordance with International
Financial Reporting Standards (IFRS) as adopted by the European Union.
The audit opinion expressed above is consistent with our report to the Audit and Risk Committee.

Basis for opinion
Audit framework
We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence we haveobtained is suficient and appropriate to provide a basis for our opinion.
Our responsibilities under those standards are further described in the Statutory auditors’ Responsibilities for the Audit of theConsolidated Financial Statements Section of our report.
Independence
We conducted our audit engagement in compliance with independence requirements of the French Commercial Code (Code de commerce)
and the French Code of Ethics (Code de déontologie) for Statutory auditors, for the period from January 1st, 2021 to the date of ourreport and specifically we did not provide any prohibited non-audit services referred to in Article 5 (1) of Regulation (EU) No 537/2014
or in the French Code of Ethics (Code de déontologie) for Statutory auditors.

Justification of assessments – Key Audit Matters
Due to the global crisis related to the Covid-19 pandemic, the financial statements of this period have been prepared and audited under
specific conditions. Indeed, this crisis and the exceptional measures taken in the context of the state of sanitary emergency have had
numerous consequences for companies, particularly on their operations and their financing, and have led to greater uncertainties on
their future prospects. Those measures, such as travel restrictions and remote working, have also had an impact on the companies’
internal organization and the performance of the audits.
It is in this complex and evolving context that, in accordance with the requirements of Articles L. 823-9 and R. 823-7 of the French
Commercial Code (Code de commerce) relating to the justification of our assessments, we inform you of the key audit matters relating
to risks of material misstatement that, in our professional judgment, were of most significance in our audit of the consolidated financial
statements of the current period, as well as how we addressed those risks.
These matters were addressed in the context of our audit of the consolidated financial statements as a whole and in forming our opinion
thereon, and we do not provide a separate opinion on specific items of the consolidated financial statements.

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FINANCIAL INFORMATION
Consolidated accounts

Recognition of revenue and costs related to long-term service contracts
Risks identified

Our audit approach

Capgemini is present in the consulting, digital transformation,
Technology and Engineering Services market and notably provides
long-term services.

We have updated our understanding of the process related torecognizing various revenue flows.

As described in Note 6 to the consolidated financial statements, themethod used to recognize revenue and costs related to long-term
contracts depends on the nature of the services rendered, as follows:— Revenue from deliverable-based contracts is recognizedover time by using the “cost-to-cost” method to measureprogress to completion. The percentage of completion isbased on costs incurred to date relative to the total estimateof cost at completion of the contract;— Revenue from resources-based contracts is recognized as
the Group earns the right to bill the customer as the amountinvoiced corresponds directly to the value to the customer ofthe performance completed to date;— Revenue on services-based contracts is recognized as rights
to bill arise, except in specific cases where invoicing terms do
not reflect the value to the customer of services rendered
to date relative to the value of the remaining services (forexample, in case of significant front-loaded or back-loaded
fees or discounts);— Revenue on multi-deliverable contracts should be recognized
applying the appropriate method as specified above,
depending on the performance obligations identified.

5.

Costs incurred to fulfill the contracts are expensed as incurred withthe exception of certain initial set-up costs, such as transition andtransformation costs that do not represent a separate performanceobligation, which are capitalized if they create a resource that theGroup will use to perform the promised service.

Our approach took into account the information systems used inrecognizing revenue and related costs by testing, with the assistanceof our IT specialists, the effectiveness of the automatic controls
for systems impacting revenue recognition.
Our work notably involved:— assessing internal control procedures, identifying the mostmanual or automatic relevant controls for our audit andtesting their design and operational efficiency;— carrying out analytical audit procedures, and notably
analyzing material changes in revenue and margin from one
period to another;— based on a sample of contracts selected by using a
multi-criteria analysis:–––

assessing the performance obligations identified within
the context of the contract,assessing the method used to recognize revenue andrelated costs for each identified performance obligation,comparing the accounting data against the operational
monitoring of projects and assessing the reasonablenessof the estimates used, particularly as regards tomeasuring costs to be incurred until the end of thecontract;— assessing the appropriateness of the information provided in
the notes to the consolidated financial statements.

A provision for onerous contract is recorded if all the costs necessary
to fulfil the contract exceed the related benefits.
The amount of revenue and the costs to be recognized for theperiod, and of any provisions for loss at completion at the closing
date, depends upon the Group’s ability to:— identify all the performance obligations in the long-term
multi-service contracts and determine their related
accounting treatment;— measure the costs incurred for deliverable-based contracts
or the total services rendered for resources-based andservices-based contracts;— estimate the costs to be incurred until the end of thecontract.
Considering the judgments and estimates made by the management
to determine how revenue and related costs should be recognized,
we deemed the recognition of revenue and costs related to long-term
service contracts to be a key matter in our audit.

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Consolidated accounts

Acquisitions and measurement of goodwill
Risks identified

Our audit approach

As part of its business development, the Group makes targeted
acquisitions in order to expand its service offering. In the context
of the purchase price allocation, the Group estimates the fair valueof identifiable assets acquired, liabilities and contingent liabilities
assumed for entities newly acquired, and recognizes goodwill as
an asset in the consolidated financial statements.

Our work entailed:

Goodwill corresponds to the difference between the purchase priceand the net amount of identifiable assets acquired and liabilities
and contingent liabilities assumed. Goodwill is allocated to thevarious cash generating units (CGU).
As of December 31, 2021, goodwill amounts to €10,633m (netvalue) and represents about 44% of the total assets.
At least once a year, Management ensures that the net carrying
amount of goodwill recognized as an asset is not greater than therecoverable amount. Indeed, an adverse change in the businessactivities to which goodwill has been allocated, due to internal orexternal factors such as the financial and economic environment
in markets where Capgemini operates, may have a significant
adverse effect on the recoverable amount of goodwill and require
the recognition of impairment. In such a case, it is necessary toreassess the relevance and reasonableness of the assumptions used
to determine the recoverable amounts and the reasonablenessand consistency of the calculation method.
The impairment testing methods and details of the assumptions
used are described in Note 16 to the consolidated financial
statements. The recoverable amount is determined based onvalue in use, which is calculated based on the present value ofthe estimated future cash flows expected to arise from the asset
Group comprising each CGU.
We believe that acquisitions and measurement of goodwill is a key
audit matter, due to the significant amount of goodwill reported
in the financial statements and its sensitivity to the assumptions
made by Management.

— assessing the compliance of the accounting method
adopted with IFRS 3R – Business Combination, for significant
acquisitions;— assessing the reasonableness of the approach undertaken
to identify the acquired assets and assumed liabilities, forsignificant acquisitions;— assessing the reasonableness of the assumptions used to fairvalue the acquired assets, assumed liabilities and contingent
liabilities, including tax risks, for significant acquisitions;— assessing the appropriateness of the method used to identfy
CGU;— gaining an understanding of and assessing the impairment
testing process implemented by Management;— assessing the appropriateness of the model used to calculate
value in use;
— analyzing the consistency of cash flow forecasts withManagement’s latest estimates presented to the Board of
Directors as part of the budget process;— comparing 2021 earnings forecasts used for prior year
impairment testing with actual results;— comparing the cash flow forecasts for financial years 2022 to2025 with the business plans used for prior year impairment
testing;— interviewing the financial and operational staff responsible
for the geographic areas representing CGU to analyze themain assumptions used in the 3-year strategic plan andcross-check the assumptions with the explanations obtained;— assessing the methods used to calculate the discount rateapplied to the estimated cash flows expected, as well as thelong-term growth rate used to project the latest prior year
expected cash flows to infinity; comparing these rates withmarket data and external sources and recalculating the rates
based on our own data sources;— assessing sensitivity testing of value in use to a change in themain assumptions used by Management;— assessing the appropriateness of the financial information
provided in Note 16 to the consolidated financial statements.
Our firms’ valuation specialists were involved in this work.

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FINANCIAL INFORMATION
Consolidated accounts

Tax Audits
Risks identified

Our audit approach

The Group is present in a large number of tax jurisdictions. The
tax authorities in the countries in which the Group operates
regularly control the Group’s position on subjects relating to its
ordinary business.

Through discussions with Management, we have updated ourunderstanding of the procedures implemented by the Group tomonitor tax matters.

As stated in Notes 26 and 27 to the consolidated financial statements,
provisions for risks take into account certain tax risks other thanincome taxes in India and other non-current liabilities include
notably the recognition of non-current tax liabilities on certain
tax reassessments and tax litigations in India and France.
As stated in Note 30 to the consolidated financial statements
for the year ended 31 December 2021, tax audits may lead to
re-assessments and disputes with the tax authorities, notably inFrance and India. These reassessments have not been accrued in
the financial statements, as the Group has justified its position
and believes that it is probable that it will prevail.
The estimate of the risk relating to each tax position is reviewed
regularly by each subsidiary and by the Group’s Tax Department,with the help of external advisers for the most significant orcomplex points.
We believe that tax audits are a key audit matter due to the Group’s
exposure to tax issues related to its presence worldwide and thelevel of judgment required by Management in estimating risk andthe amounts at stake.

We have also assessed the judgments made by Management tomeasure the probability of tax payable and the amount of potential
exposures, and the reasonableness of the estimates related to
tax matters.
We focused in particular on the effect of changes in local tax
regulations and ongoing disputes with local tax authorities.
To assess whether tax audits have been correctly addressed in
the consolidated financial statements, with the assistance of our
tax experts we:— conducted interviews with the Group’s Tax Department andwith local Tax Departments to assess the current status ofinvestigations and reassessment proposals or reassessment
notices received from the tax authorities, and monitor
the status of ongoing claims, disputes and pre-litigation
proceedings;— consulted the decisions and recent correspondence between
the Group’s companies and local tax authorities, along withthe correspondence between the companies concerned andtheir legal counsels, when required;— performed a critical review of Management’s estimatesand position papers and of the opinions of external
advisors.

5.

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Consolidated accounts

Specific verifications
We have also performed, in accordance with professional standards applicable in France, the specific verification required by laws andregulations of the Group’s information given in the management report of the Board of Directors.
We have no matters to report as to their fair presentation and their consistency with the consolidated financial statements.
We attest that the consolidated non-financial statement required by Article L. 225-102-1 of the French Commercial Code (Code decommerce) is included in the Group’s management report, it being specified that, in accordance with Article L. 823-10 of this Code, wehave verified neither the fair presentation nor the consistency with the consolidated financial statements of the information contained
therein. This information should be reported on by an independent third party.

Report on Other Legal and Regulatory Requirements
Format of the presentation of the consolidated financial statements intended to be included in the Annual Financial Report
We also verified, in accordance with professional standards for statutory audit procedures to be carried out on parent company andconsolidated financial statements presented in the single electronic reporting format, that the presentation of consolidated financial
statements included in the Annual Financial Report referred to in section I of Article L. 451-1-2 of the French Monetary and Financial
Code, prepared under the responsibility of the Chief Executive Officer, complies with the format specified in Commission DelegatedRegulation (EU) 2019/815 of 17 December 2018. With regard to consolidated financial statements, our work includes verifying that the
tagging in the statements complies with the format specified in the aforementioned regulation.
Based on our work, we conclude that the presentation of the consolidated financial statements to be included in the Annual Financial
Report complies, in all material aspects, with the single electronic reporting format.
It is not our responsibility to verify that the consolidated financial statements that will be effectively included by your Company in the
Annual Financial Report filed with the AMF correspond to those on which we have performed our work.
Appointment of the Statutory auditors
We were appointed as Statutory auditors of Capgemini SE by the Annual General Meeting held on May 24, 1996 for PricewaterhouseCoopers
audit and on May 20, 2020 for Mazars.
As at December 31, 2021, PricewaterhouseCoopers audit and Mazars were in the 26th year and second year of total uninterrupted
engagement respectively.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial
Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with
International Financial Reporting Standards (IFRS) as adopted by the European Union and for such internal control as management
determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as agoing concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless it isexpected to liquidate the Company or to cease operations.
The Audit and Risk Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control
and risks management systems and where applicable, its internal audit, regarding the accounting and financial reporting procedures.
The consolidated financial statements were approved by the Board of Directors.

Statutory auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Objectives and audit approach
Our role is to issue a report on the consolidated financial statements. Our objective is to obtain reasonable assurance about whether the
consolidated financial statements as a whole are free from material misstatement. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with professional standards will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As specified in Article L. 823-10-1 of the French Commercial Code (Code de commerce), our statutory audit does not include assurance
on the viability of the Company or the quality of management of the affairs of the Company.
As part of an audit conducted in accordance with professional standards applicable in France, the statutory auditor exercises professional
judgment throughout the audit and furthermore:— identifies and assesses the risks of material misstatement of the consolidated financial statements, whether due to fraud or error,
designs and performs audit procedures responsive to those risks, and obtains audit evidence considered to be sufficient andappropriate to provide a basis for his opinion. The risk of not detecting a material misstatement resulting from fraud is higher thanfor one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override ofinternal control;

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FINANCIAL INFORMATION
Consolidated accounts— obtains an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control;— evaluates the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures
made by management in the consolidated financial statements;— assesses the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s
ability to continue as a going concern. This assessment is based on the audit evidence obtained up to the date of his audit report.
however, future events or conditions may cause the Company to cease to continue as a going concern. If the statutory auditor
concludes that a material uncertainty exists, there is a requirement to draw attention in the audit report to the related disclosuresin the consolidated financial statements or, if such disclosures are not provided or inadequate, to modify the opinion expressed
therein;— evaluates the overall presentation of the consolidated financial statements and assesses whether these statements represent theunderlying transactions and events in a manner that achieves fair presentation;— obtains suficient appropriate audit evidence regarding the financial information of the entities or business activities within theGroup to express an opinion on the consolidated financial statements. The statutory auditor is responsible for the direction,
supervision and performance of the audit of the consolidated financial statements and for the opinion expressed on these
consolidated financial statements.
Report to the Audit and Risk Committee
We submit a report to the Audit and Risk Committee which includes in particular a description of the scope of the audit and the audit
program implemented, as well as the results of our audit. We also report, if any, significant deficiencies in internal control regarding
the accounting and financial reporting procedures that we have identified.
Our report to the Audit and Risk Committee includes the risks of material misstatement that, in our professional judgment, were ofmost significance in the audit of the consolidated financial statements of the current period and which are therefore the key audit
matters that we are required to describe in this report.
We also provide the Audit and Risk Committee with the declaration provided for in Article 6 of Regulation (EU) N° 537/2014, confirming
our independence within the meaning of the rules applicable in France such as they are set in particular by Articles L. 822-10 to L. 822-14 of
the French Commercial Code (Code de commerce) and in the French Code of Ethics (Code de déontologie) for Statutory auditors. Where
appropriate, we discuss with the Audit and Risk Committee the risks that may reasonably be thought to bear on our independence,and the related safeguards.
The Statutory auditors

5.

Neuilly-sur-Seine, February 23, 2022

Courbevoie, February 23, 2022

PricewaterhouseCoopers audit
Richard Béjot
Partner

302

Itto El hariri
Partner

MazarsDominique Muller
Partner

Anne-Laure Rousselou
Partner

UNIVERSAL REGISTRATION DOCUMENT 2021

FINANCIAL INFORMATION
Comments on the Capgemini SE financial statements

5.3 Comments on the Capgemini SE financial statements
5.3.1

Income Statement

The Company reported operating income for the year ended
December 31, 2021 of €531 million (including €367 million inroyalties received from subsidiaries) compared with €478 million
last year (including €328 million in royalties).
Operating profit is €243 million, compared with €238 million in 2020.
Net finance income is €404 million (compared with a net financial
expense of €29 million in 2020) and reflects the difference between:— income of €747 million, mainly comprising dividends received
from subsidiaries (€452 million), foreign exchange gains on
the pooling of currency risk at Group level (€248 million),reversals of provisions for equity interests (€20 million),income from loans granted to subsidiaries (€13 million)
and reversals of provisions for foreign exchange losses(€13 million);

5.3.2— expenses of €343 million, mainly comprising foreignexchange losses on the pooling of currency risk at Group level(€165 million), interest on bond issues and bank borrowings(€130 million), charges to provisions for equity interests(€21 million), as well as charges to provisions for foreignexchange losses (€22 million).
This €433 million improvement in net financial income year-on-year
is mainly due to the increase in dividends received from subsidiaries(€422 million).
Non‑recurring items mainly comprise the accelerated depreciationof company acquisitions costs and represent a net expense of€7 million compared to €6 million last year.
After an income tax expense of €12 million (compared with
€21 million in 2020), notably reflecting the income tax expense of
the tax consolidation group, the Company reported a net profitof €628 million.

Balance sheet

Financial fixed assets rose from €22,967 million last year to€23,236 million at December 31, 2021. This €269 million increaseis mainly attributable to:— the increase in amounts receivable from controlled entities of€147 million, mainly corresponding to the grant of loans netof repayments to Asian-Pacific subsidiaries of €180 million,
partially offset by repayments net of new loans granted toEuropean subsidiaries of €25 million;— share capital increases by European subsidiaries (€26 million)
and share capital increases and acquisitions in the AsiaPacific region (€99 million).
Shareholders’ equity is €15,017 million, up €896 million on lastyear. This increase essentially reflects the difference between:— net profit for 2021 (€628 million);— the €589 million share capital increase for cash reserved for
employees (ESOP 2021);— and the June 4, 2021 dividend payment of €1.95 per shareon the 168,460,289 shares making up the Company’s
share capital at June 4, 2021 (after neutralization of the324,548 treasury shares held by the Company), representing
a total payment of €328 million;
Borrowings totaled €9,560 million at December 31, 2021, down
€943 million compared with December 31, 2020. This decrease
was mainly due to:— the early redemption in August 2021 of the 2016 bond issue
maturing in November 2021 for €500 million;— the early redemption in December 2021 of the 2020 bondissue maturing in April 2022 for €500 million;— the €157 million decrease in bank loans and borrowings;— the €214 million increase in outstanding inter-company loans
and investments.

In addition to the above, the following information is required by law:
Accounts payable at December 31 by due date
> 60 days
Number of
invoices Y‑1

Number of
invoices Y

Y–1

Y

External accounts payable past due (1)

9

5

62

54

Group accounts payable past due

0

0

0

0

Total

9

5

In thousands of euros% of purchases
(1)

62

54

0.052%

0.045%

Accounts payable past due mainly concern disputed invoices.

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FINANCIAL INFORMATION
Comments on the Capgemini SE financial statements

Accounts receivable at December 31 by due date
> 30 days> 60 days

Total YY–1

YY

Number of
invoices Y‑1

Number of
invoices Y

Y–1

Non-Group accounts
receivable past due

0

0

0

0

0

0

0

Group receivables past due

26

7

0

2,560

1,738

125

2,685

Total

26

7

0

2,560

1,738

125

2,685

0.00%

0.486%

0.384%

0.024%

0.510%In thousands of euros% of revenues

Y

5.3.3 Appropriation of earnings
During its meeting of February 14, 2022, the Board of Directors decided to recommend to the next Ordinary Shareholders’ Meeting,the following appropriation of net profit for the year:
Net profit for the year

€627,915,613.35

Allocation to the legal reserve€0.00

i.e. a balance of€627,915,613.35

Retained earnings of previous years€5,829,311,663.80

i.e. Distributable earnings at 12/31/2021 of€6,457,227,277.15

This amount will be allocated to:— payment of a dividend of €2.40 per share (1)— retained earnings for the balance€6,043,487,619.55

Giving a total of:€6,457,227,277.15

(1)

5.

€413,739,657.60

The total amount of the distribution is calculated based on the number of shares ranking for dividends at December 31, 2021 and could therefore change if this number
varies between January 1, 2022 and the ex-dividend date.

This dividend of €2.40 on each of the 172,391,524 shares bearing
dividend rights on January 1, 2022, will be eligible for the 40% tax
rebate referred to in Article 158.3.2° of the French Tax Code (Codegénéral des impôts) for private individuals tax-resident in France
who opt for taxation at the progressive income tax scale. Where
this option is not made, the dividend will fall within the application
scope of the flat-rate income tax advance payment mechanism andwill not be eligible for this 40% rebate.

The ex-dividend date will be June 1, 2022 and the dividend will
be payable from June 3, 2022. If, at the time of payment of thedividend, the number of treasury shares held by the Company haschanged compared to that held on December 31, 2021, the fractionof the dividend relating to this variation will either increase or
reduce retained earnings.

Pursuant to Article 243 bis of the French Tax Code, it is recalled that the following amounts were paid in respect of the past three fiscal
years:
Dividend
distribution (1)Distributed
income (2)Dividend
per share(in euros)(in euros)(in euros)

Fiscal year 2020

329,130,432.15

328,497,563.55

1.95

Fiscal year 2019

228,616,423.65

225,689,968.45

1.35

Fiscal year 2018284,399,341.00

281,199,101.20

1.70

(1)
(2)

Theoretical values calculated based on the number of shares bearing dividend rights on December 31 each year.
Amounts effectively paid after adjusting the number of shares bearing dividend rights for any change in the number of treasury shares, the issuance of new shares and/or the cancellation of existing shares between January 1 and the ex-dividend date. In fiscal years 2018, 2019 and 2020, these amounts were only fully eligible for the 40%
tax rebate referred to in Article 158.3.2° of the French Tax Code (Code général des impôts) when the beneficiary was tax-resident in France and had opted for taxation at the
progressive income tax scale.

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FINANCIAL INFORMATION
Comments on the Capgemini SE financial statements

5.3.4

Share capital and ownership structure

At December 31, 2021, the share capital amounted to €1,379,132,192(compared with €1,350,278,696 at December 31, 2020), divided
into 172,391,524 fully paid-up shares with a par value of €8 each.

Asset Management and Crédit Agricole Corporate and Investment
Bank hold directly or indirectly, alone or in concert, more than 5%of the Company’s share capital or voting rights:

The following share capital transaction was performed in 2021:— Amundi Asset Management, acting on behalf of funds
under management, disclosed it had increased its interest
above the 5% share capital and voting rights thresholds
on December 17, 2020 and held on behalf of such funds,
9,610,752 shares representing 5.69% of the Company’s sharecapital and voting rights at that date;— share capital increase under the eighth employee shareownership plan (ESOP 2021) involving the issue of
3,606,687 shares on December 16, 2021.
In accordance with Article L. 233-7 and L. 233-9 of the French
Commercial Code, the Company was notified that the following legal
thresholds were crossed between January 1 and December 31, 2021:— Fidelity Management & Research Company LLC, controlled by
FMR LLC, disclosed it had individually decreased its interest
below the 5% share capital and voting rights thresholds
on March 17, 2021 and individually held 8,377,067 shares
representing 4.96% of the Company’s share capital andvoting rights at that date.

— Crédit Agricole Corporate and Investment Bank, controlled
by Crédit Agricole SA, disclosed it had increased its interest
above the 5% share capital and voting rights thresholds on
December 17, 2020 and held 9,997,232 shares representing
5.92% of the Company’s share capital and voting rights atthat date. It also disclosed that this threshold was crossed
due to the signing of an agreement and financial instruments
relating to the Company (1).

At this time, FMR LLC disclosed that it had not crossed any
thresholds and held, at March 18, 2021, indirectly via companies it
controls, 10,145,251 shares representing 6.01% of the Company’s
share capital and voting rights at that date.

It is also noted that Amundi Asset Management is notably responsible
for managing the Capgemini ESOP FCPE (the Capgemini Employee
Savings Mutual Fund set up for international employee shareownership transactions).

— On August 5, 2021, FMR LLC disclosed it had decreased its
interest, indirectly via companies it controls, below the 5%
share capital and voting rights thresholds and individually
held 8,179,995 shares representing 4.85% of the Company’s
share capital and voting rights at that date.

Similarly, Crédit Agricole Corporate and Investment Bank acted as
the structuring bank for the most recent Group employee shareownership transactions. Implementation of the leveraged andsecure offers requires the financial institution structuring theoffer to enter into on and off-market hedging transactions, bybuying and/or selling shares, share purchase options and/or allother transactions throughout the duration of the transactions.

Pursuant to the provisions of Article L. 233-13 of the French
Commercial Code and according to information received anddisclosures made to the French Financial Markets Authority (AMF),
as far as the Company is aware, no shareholders other than Amundi

Finally, shares held by members of the Board of Directors represent
0.18% of the Company’s share capital at December 31, 2021.

5.

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

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2021 Financial Statements

5.4 2021 Financial Statements
5.4.1

Balance sheet at December 31, 2020 and 2021
12/31/2020

12/31/2021

Net

Gross

Depreciation,amortization andprovisions

2,449

41,166(38,768)

2,398

224

224

-

224

Equity interests

21,357,367

22,170,696(690,305)

21,480,391

Receivable from controlled entities (1)1,607,450

1,754,832-

1,754,832

ASSETS (in thousands of euros)

Net

Intangible assets
Trademarks, patents and similar rights
Property, plant and equipment
Financial fixed assets

Other financial fixed assets (1)Non-current assets
Bought-in goods
Other receivables (1)Receivable from related and associated companies (1)

5.

2,458

745

-

745

22,969,948

23,967,663(729,073)

23,238,590

4

3

-

3

75,313129,000-

129,000

154,225

157,992-

157,992

Marketable securities

1,346,939

886,374(171)

886,203

Cash and cash equivalents

1,580,930

1,874,102(600)

1,873,502

Current assets

3,157,412

3,047,470(771)

3,046,700

Prepaid expenses (1)32,70628,535-28,535

Deferred charges

27,81326,089-26,089Unrealized foreign exchange losses

13,413

22,232-

22,232Other assets

73,931

76,856-76,856

26,201,291

27,091,990(729,844)

26,362,146

1,764,552

425,573‑425,573

TOTAL ASSETS(1) Of which receivable within one year

306

UNIVERSAL REGISTRATION DOCUMENT 2021

FINANCIAL INFORMATION
2021 Financial Statements

SHAREHOLDERS’ EQUITY AND LIABILITIES (in thousands of euros)

12/31/2020

12/31/2021

Share capital (fully paid-up)

1,350,279

1,379,132

Additional paid-in capital

5,892,006

6,451,119

137,745

137,745

Legal reserve
Other reserves

559,573559,573

Retained earnings

5,976,182

5,829,312

Profit for the year

181,627

627,916

Tax-driven provisions

24,20332,691

Shareholders’ equity

14,121,615

15,017,487

13,413

22,232

Bond issues (2)7,700,000

6,700,000

Bank loans and borrowings (2)1,578,389

1,420,841

Provisions for contingencies and losses

Payable to controlled entities (2)1,224,339

1,438,751

10,502,728

9,559,592

Accounts and notes payable (2)15,751

14,372

Tax and social security liabilities (2)

1,561

1,844

1,298,490

1,508,104

1,085

1,282

246,650

237,233

Other liabilities

1,563,536

1,762,835

TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES

26,201,291

26,362,146

4,529,325

4,307,570

Borrowings (2)Payable to related and associated companies (2)Other payables (2)Unrealized foreign exchange gains(2) Of which due within one year

CAPGEMINI

307

5.

FINANCIAL INFORMATION
2021 Financial Statements

5.4.2 Income Statement for the years ended December 31, 2020 and 2021
(in thousands of euros)

Royalties

2021

327,976

366,803

Reversals of depreciation, amortization and provisions, expense transfers

24,660

4,891

Other income

124,995

159,717

Total operating revenue

477,631531,411

Other purchases and external charges

98,874

119,108

Taxes, duties and other levies

4,813

3,003

Depreciation and amortization

9,503

6,575

Other expenses

126,220

159,579

Total operating expenses

239,410288,264

OPERATING PROFIT

238,221243,147

Investment income (1)30,334

451,709

Income from other marketable securities and amounts receivable on non-current assets (1)8,839

12,543

Other interest and similar income (1)

2,715

866

Reversals of provisions

24,41533,805

Foreign exchange gains

277,723

248,010-263

344,025

747,196

Net proceeds on disposals of marketable securities
Total financial income

5.

2020

Depreciation, amortization and provisions relating to financial items

72,722

43,864

Interest and similar expenses (2)112,908

130,811

Foreign exchange losses

185,755

164,672

2,005

3,673

Expenses on disposals of marketable securities
Total financial expenses

373,390343,021

NET FINANCIAL INCOME (EXPENSE)(29,364)

404,175

RECURRING PROFIT BEFORE TAX

208,856

647,322

Non-recurring income from capital transactions

7,636

1,926

Total non-recurring income

7,636

1,926

319

840

Non-recurring expenses on capital transactions

5,557

7

Charges to provisions

7,871

8,506

Non-recurring expenses on operations

Total non-recurring expenses

13,7479,353

NET NON-RECURRING INCOME (EXPENSE)(6,111)(7,427)

Income tax expense(21,118)(11,979)

PROFIT FOR THE YEAR

181,627

627,916(1) Of which income concerning related companies

40,068464,871(2) Of which interest concerning related companies

1,827

429

308

UNIVERSAL REGISTRATION DOCUMENT 2021

FINANCIAL INFORMATION
2021 Financial Statements

5.4.3 Notes to the financial statements
I – Accounting policies

Foreign currency transactions

The annual financial statements for the year ended December 31,
2021 are prepared and presented in accordance with Regulations
no. 2014-03, no. 2015-05, no. 2015-06 and no. 2016-07 issued by
the French Accounting Standards Authority (Autorité des normes
comptables, ANC). They are also prepared in accordance with theprinciples of prudence and accruals, and assuming that the Company
is able to continue as a going concern.

Receivables, payables and cash and cash equivalents denominatedin foreign currencies are translated into euros at the year-end
exchange rate or at the hedging rate. Any differences resulting
from the translation of foreign currency receivables and payablesat these rates are included in the balance sheet under “Unrealized
foreign exchange gains/losses”. A provision for foreign exchange
losses is set aside to cover any unrealized losses.

Items in the financial statements are generally measured using thehistorical cost method. The Company’s main accounting policies
are described below:

Intangible assets
Computer software and user rights acquired on an unrestricted
ownership basis, as well as software developed for internal use
which has a positive, lasting and quantifiable effect on future
results, are capitalized and amortized over a maximum period of
three years. At the year-end, the value of computer software anduser rights is compared to their value in use for the Company.

Financial fixed assets
The gross value of equity interests and other long-term investments
carried in the balance sheet comprises their acquisition cost, including
any transaction fees. A provision for impairment is set aside whenthe value in use falls below the acquisition cost. The value in use
is calculated based on either the present value of discounted
future cash flows adjusted for net debt and deferred tax, whereapplicable, the Company’s share in net assets, or in certain cases,
with reference to the market value of comparable transactions.

Treasury shares
Treasury shares held by Capgemini SE as part of the liquidity
agreement are recorded on the balance sheet within long-term
investments at the lower of cost and net realizable value. Realizablevalue is the average market price for Capgemini SE shares in
December. Other treasury shares held for other objectives of theshare buyback program are recorded in listed shares.

Marketable securities

Receivables and payables
Receivables are measured at their nominal amount, and a provision
for impairment set aside when their net realizable value falls below
their net carrying amount.

Financial instruments
Currency and interest rate positions are taken using financial
instruments presenting minimum counterparty risk listed onorganized markets or over-the-counter. Gains and losses on financial
instruments used in hedging transactions are recognized to matchthe gains and losses arising on the hedged items. Forward financial
instruments, and options on own shares, are initially recognized in
the balance sheet at acquisition cost and subsequently remeasured
to fair value. Where there is indication of impairment, a provision
for financial risk is set aside in accordance with the principle ofprudence.
Centralized foreign currency hedging transactions are recognizedin accordance with hedge accounting rules. Unhedged transactions
are recognized in isolated open positions. Any unrealized losses
are provided. In addition the impact of hedging on inter-company
loans and receivables is spread over the hedge term.

Tax consolidation
The Company and French subsidiaries at least 95% owned by theGroup have elected to file consolidated tax returns pursuant to
Article 223 A of the French General Tax Code. Any tax savings
realized by the tax consolidation group, primarily on account oftax losses incurred by consolidated entities, are treated as a gain
for the Company in the period in which they arise.

Marketable securities are shown on the balance sheet at the lowerof cost and net realizable value. The realizable value of listed
securities is based on the average share price in December. The
realizable value of unlisted securities is based on their net asset
value. At the year-end, accrued interest receivable or interest
received in advance on certificates of deposit and commercial paper
is recognized in accrued income or prepaid income, respectively.
Capitalization contracts subscribed by the Company are also
included in marketable securities.

CAPGEMINI

309

5.

FINANCIAL INFORMATION
2021 Financial Statements

II – Notes to the Capgemini SE Balance Sheet and Income Statement
1. Non-current assets(in thousands of euros)

Gross value(January 1)

Increase

Decrease

Gross value(December 31)

INTANGIBLE ASSETS
Trademarks, patents and similar rights

41,166--

41,166Sub-total

41,166--

41,166

Property, plant and equipment224-

Sub-total

224

-

224
-

224

Financial fixed assets
Equity interests

22,045,944

124,752-

22,170,696

1,607,450

1,045,895(898,513)

1,754,832

2,958

60,268(62,481)745

Sub-total

23,656,353

1,230,915(960,995)

23,926,273

TOTAL NON-CURRENT ASSETS

23,697,743

1,230,915(960,995)

23,967,663

Receivable from controlled entities
Other financial fixed assets— Equity interests

The main changes in this heading reflect:

Equity interests comprise shares in the Company’s subsidiaries.
The main changes during the year reflect share capital increases
by French and non-French subsidiaries totaling €99,559 thousand
and acquisitions of investments for €25,171 thousand.

––— Receivable from controlled entities

5.

–

Amounts receivable from controlled entities consist of loans
granted by the Company to subsidiaries primarily in Europe(€1,514,499 thousand, including €1,445,942 thousand to Altran
Technologies & GMTS), the Asia-Pacific region (€219,630 thousand)and Latin America (€20,703 thousand).

loans granted to European subsidiaries of €769,829
thousand,loans granted to Asian-Pacific subsidiaries of €263,849
thousand,the repayment of loans granted to subsidiaries in
Europe (€795,189 thousand) and the Asia-Pacific region(€84,420 thousand).

— Other financial fixed assets
This account mainly comprises treasury shares held under
the liquidity agreement. This agreement relates to the sharebuyback program approved by the Combined Shareholders’Meeting of May 20, 2021. Accordingly, a total of 390,487 shares(€60 261 thousand) were acquired and 407,487 shares(€61 968 thousand) were sold between January 1, 2021 andDecember 31, 2021. At December 31, 2021, Capgemini SE held
3,964 treasury shares (20,964 at December 31, 2020), valuedat €745 thousand.

2. Depreciation, amortization and provisions for non-current assets(in thousands of euros)

Depreciation,amortizationand provisions(January 1)

ChargeReversals

Depreciation,amortizationand provisions(December 31)

38,71751-

38,768688,578

21,462(19,735)

690,305

500

-

(500)

-

727,794

21,513(20,235)

729,073

Intangible assets
Amortization of trademarks, patents and similar rights
Financial fixed assets
Provisions for equity interests
Provisions for amounts receivable from controlled entities
TOTAL DEPRECIATION,
AMORTIZATION AND PROVISIONS

Charges to provisions for equity interests of €21,462 thousand and provision reversals of €19,735 thousand concern European subsidiaries.

310

UNIVERSAL REGISTRATION DOCUMENT 2021

FINANCIAL INFORMATION
2021 Financial Statements

3. Marketable securities
Marketable securities break down as follows at December 31, 2021:(in thousands of euros)

Nominal value

Net asset value

Carrying amount

812,979

812,808

812,808

Listed securities
Investment funds (FCP & SICAV)Treasury shares
TOTAL
In 2021, the Company continued to purchase treasury shares, buying
1,064,097 shares (€200,725 thousand, including transaction fees).

73,39573,39573,395886,374

886,203886,203

During the year, 993,744 shares were presented to beneficiaries
of performance shares.

4. Maturity of receivables at year-end
Gross

One yearor lessMore than
one year

1,754,832

150,965

1,603,867

745

745

-

Income tax receivable

115,485

96,605

18,880

VAT receivable

13,514

13,514-

Receivable from related companies

157,992

157,992-

Prepaid expenses

28,535

5,752

22,7832,071,103

425,573

1,645,530(in thousands of euros)

Non-current assets
Receivable from controlled entities
Other financial fixed assets
Current assets

TOTAL

5.

Prepaid expenses mainly comprise prepaid interest on the 2015, 2018 and 2020 bond issues.

5. Deferred charges(in thousands of euros)

Amount at
January 1

Increase

Amortization &decrease(at December 31)

Loan issuance fees

27,813

4,819(6,543)26,089TOTAL

27,813

4,819(6,543)26,089Loan issuance fees mainly comprise the fees on a 2015 bond issue,
two 2018 bond issues and finally five 2020 bond issues. They areamortized on a straight-line basis over the term of the debt.

years, respectively, extending the maturity of the new facility bya maximum of two additional years.

On February 9, 2021, the Group signed with a syndicate of 18 banksa €1 billion multi-currency credit facility, maturing on February 9,2026, with two one-year extension options, exercisable (subject
to the approval of the banks) at the end of the first and second

CAPGEMINI

AmountThis new credit facility refinances the €750 million facility signed on
July 30, 2014 and maturing on July 27, 2021, which was therefore
canceled. Issue fees for this new syndicated credit facility totaled€4,819 thousand.

311

FINANCIAL INFORMATION
2021 Financial Statements

6. Share capital and additional paid-in capital(in thousands of euros)

At December 31, 2020 (par value of €8)+ Share capital increase for cash reserved for employees– Share issue costs, net of tax
At December 31, 2021 (par value of €8)

Share capital increase reserved for employees, shareissue costs
Pursuant to the 19 th and 20 th resolutions adopted by the
Shareholders’ Meeting of May 20, 2021, the Group set up an
employee share ownership plan (ESOP 2021). The subscription ofCapgemini SE shares was proposed to approximately 96% of theGroup headcount in 29 countries. Under the plan, a minimum lengthof service of three months was required at November 10, 2021,
acquired consecutively or not since January 1, 2020 to qualify as a
candidate for subscription. This leveraged plan offered employees
the possibility of subscribing at a discounted preferential rate and,via a bank which secured and supplemented the investment so thatthe total amount invested represented ten times the personal
contribution of the employee, potentially generating a greater
capital gain than would have been the case had it been calculated
based solely on the employee’s personal contribution. In return,the employee waives a portion of any increase in the price of shares
subscribed on his behalf, as well as dividends and other financial
rights that could be paid on these shares throughout the entire
term of the plan. In addition, the shares will be unavailable for aperiod of five years (except for cases of early release covered byplan rules in accordance with applicable legislation).

5.

This employee share ownership plan (ESOP 2021) includes a 12.5%
discount. Under the delegation of authority granted by the Boardof Directors, the subscription price was set at €163.36 by the Chief

312

Number of shares

Share capital

Additional
paid‑in capital

168,784,837

1,350,279

5,892,006

3,606,687

28,853560,335--(1,222)

172,391,524

1,379,132

6,451,119

Executive Officer on November 3, 2021. This price corresponds tothe arithmetic daily volume-weighted average price (VWAP) of theCapgemini SE share, as published on the Bloomberg CAP FP EQUITY
VAP website, over the twenty stock market trading days preceding
the Chief Executive Officer’s decision, less a 12.5% discount.
On December 16, 2021, the Group issued 3,606,687 new shares
reserved for employees with a par value of €8, representing a sharecapital increase of €588 million net of issue costs.

7. Share subscription plans
The Group no longer grants stock options since the plan authorized
in 2005. The last grant under this plan was performed in June 2008.

8. Performance share plans
The Shareholders’ Meetings of May 6, 2015, May 18, 2016, May 10,
2017, May 23, 2018, May 23, 2019, May 20, 2020 and then May 20,
2021 authorized the Board of Directors to grant shares to a certain
number of Group employees, on one or several occasions and withina maximum period of 18 months, subject to performance and/or
presence conditions. On February 17, 2016, July 26, 2016, July 26,
2017, October 5, 2017, October 3, 2018, October 2, 2019, October 7,2020 and October 6, 2021, the Board of Directors approved theterms and conditions and the list of beneficiaries of these plans.

UNIVERSAL REGISTRATION DOCUMENT 2021

FINANCIAL INFORMATION
2021 Financial Statements

The main features of these plans are set out in the tables below:
October 2017 Plan

Maximum number of shares that may be granted% of share capital at the date of the Board of Directors’ decision
Total number of shares granted
Date of Board of Directors’ decision
Performance assessment dates
Vesting period

Mandatory lock-in period effective as from the vesting date (France only)

1,691,496 shares
1%
1,522,500 (2)October 5, 2017
Three years for the two
performance conditions
3 years as from the grant date(France) or 4 years as from the
grant date (other countries)
2 years

Main market conditions at the grant date
Volatility

25.65%

Risk‑free interest rate

‑0.17%/+0.90%

Expected dividend rate

1.60%

Other conditions
Performance conditions
Employee presence within the Group at the vesting date
Pricing model used to calculate the fair value of shares

Yes (see below)
Yes
Monte Carlo for performance
shares with external (market)
conditions

Range of fair values (in euros)
Free shares (per share and in euros)

86.98 – 93.25

Performance shares (per share and in euros)

62.02 – 93.25

Of which corporate officers

66.38

Number of shares at December 31, 2020
that may vest under the plan in respect of sharespreviously granted, subject to conditions (performance and/or presence)
Of which corporate officers

715,430
0Change during the period
Number of shares subject to performance and/or
presence conditions granted during the year
Of which corporate officers
Number of shares forfeited or canceled during the year
Number of shares vested during the year‑
53,840661,590 (3)Number of shares at December 31, 2021
that may vest under the plan in respect of sharespreviously granted, subject to conditions (performance and/or presence)0

Weighted average number of shares

523,112

Share price at the grant date (in euros)

100.25CAPGEMINI

313

5.

FINANCIAL INFORMATION
2021 Financial Statements
October 2018 Plan

Maximum number of shares that may be granted% of share capital at the date of the Board of Directors’ decision
Total number of shares granted
Date of Board of Directors’ decision
Performance assessment dates
Vesting period

Mandatory lock-in period effective as from the vesting date (France only)

1,688,170 shares
1%
1,384,530 (4)October 3, 2018
Three years for the two
performance conditions
3 years as from the grant date(France) or 4 years as from the
grant date (other countries)
2 years

Main market conditions at the grant date
Volatility

23.29%

Risk‑free interest rate

‑0.109%/0.2429%

Expected dividend rate

1.60%

Other conditions
Performance conditions
Employee presence within the Group at the vesting date
Pricing model used to calculate the fair value of shares

Yes (see below)
Yes
Monte Carlo for performance
shares with external (market)
conditions

Range of fair values (in euros)
Free shares (per share and in euros)

96.86 – 104.92

Performance shares (per share and in euros)

63.95 – 104.92

Of which corporate officers

80.32

Number of shares at December 31 2020

5.

that may vest under the plan in respect of sharespreviously granted, subject to conditions (performance and/or presence)

1,257,895

Of which corporate officers

44,500 (1)Change during the period
Number of shares subject to performance and/or
presence conditions granted during the year-

Of which corporate officers‑

Number of shares forfeited or canceled during the year
Number of shares vested during the year

133,709332,154 (5)Number of shares at December 31, 2021
that may vest under the plan in respect of sharespreviously granted, subject to conditions (performance and/or presence)

792,032 (6)Weighted average number of shares

1,108,002

Share price at the grant date (in euros)

112.35314

UNIVERSAL REGISTRATION DOCUMENT 2021

FINANCIAL INFORMATION
2021 Financial Statements
October 2019 Plan

Maximum number of shares that may be granted% of share capital at the date of the Board of Directors’ decision
Total number of shares granted
Date of Board of Directors’ decision
Performance assessment dates
Vesting period

Mandatory lock-in period effective as from the vesting date (France only)

1,672,937 shares
1%
1,523,015 (7)October 2, 2019
Three years for the two
performance conditions
3 years as from the grant date(France) or 4 years as from the
grant date (other countries)
2 years

Main market conditions at the grant date
Volatility

23.14%

Risk‑free interest rate

‑0.478%/‑0.458%

Expected dividend rate

1.60%

Other conditions
Performance conditions
Employee presence within the Group at the vesting date
Pricing model used to calculate the fair value of shares

Yes (see below)
Yes
Monte Carlo for performance
shares with external (market)
conditions

Range of fair values (in euros)
Free shares (per share and in euros)
Performance shares (per share and in euros)
Of which corporate officers

99.57
52.81 – 99.57
74.12

Number of shares at December 31, 2020
that may vest under the plan in respect of sharespreviously granted, subject to conditions (performance and/or presence)

1,457,162

Of which corporate officers

47,000 (1)Change during the period
Number of shares subject to performance and/or
presence conditions granted during the year
Of which corporate officers
Number of shares forfeited or canceled during the year
Number of shares vested during the year

91,500-

Number of shares at December 31, 2021
that may vest under the plan in respect of sharespreviously granted, subject to conditions (performance and/or presence)

1,365,662 (8)Weighted average number of shares

1,411,412

Share price at the grant date (in euros)

107.35CAPGEMINI

315

5.

FINANCIAL INFORMATION
2021 Financial Statements

October 2020 Plan

Maximum number of shares that may be granted% of share capital at the date of the Board of Directors’ decision
Total number of shares granted
Date of Board of Directors’ decision
Performance assessment dates
Vesting period

Mandatory lock-in period effective as from the vesting date (France only)

2,033,396 shares
1.20%
1,900,000 (9)October 7, 2020Three years for the two
performance conditions
3 years as from the grant date(France) or 4 years as from the
grant date (other countries)
1 yearMain market conditions at the grant date
Volatility

29.61%

Risk‑free interest rate

‑0.499%/‑0.4615%

Expected dividend rate

1.60%

Other conditions
Performance conditions
Employee presence within the Group at the vesting date
Pricing model used to calculate the fair value of shares

Yes (see below)
Yes
Monte Carlo for performance
shares with external (market)
conditions

Range of fair values (in euros)
Free shares (per share and in euros)

97.54 – 99.4

Performance shares (per share and in euros)

61.29 – 99.4

Of which corporate officers

5.

79.2

Number of shares at December 31, 2020
that may vest under the plan in respect of sharespreviously granted, subject to conditions (performance and/or presence)

1,888,290

Of which corporate officers

25,000 (1)Change during the period
Number of shares subject to performance and/or
presence conditions granted during the year-

Of which corporate officers‑

Number of shares forfeited or canceled during the year
Number of shares vested during the year

112,435-

Number of shares at December 31, 2021
that may vest under the plan in respect of sharespreviously granted, subject to conditions (performance and/or presence)

1,775,855 (10)Weighted average number of shares

1,832,072

Share price at the grant date (in euros)

107.55316

UNIVERSAL REGISTRATION DOCUMENT 2021

FINANCIAL INFORMATION
2021 Financial Statements

Maximum number of shares that may be granted% of share capital at the date of the Board of Directors’decision
Total number of shares granted
Date of Board of Directors’ decision
Performance assessment dates
Vesting period

Mandatory lock-in period effective as from the vesting date(France only)

October 2021 Plan

December 2021 Plan

2,025,418

2,025,418

1.2%

1.2%

1,834,500 (11)14,325 (13)October 6, 2021

October 6, 2021

Three years for the two
performance conditions

Three years for the two
performance conditions

3 years as from the grant date(France) or 4 years as from the
grant date (other countries)

3 years as from the
grant date (othercountries)

1 yearMain market conditions at the grant date
Volatility

30.967%30.967%

Risk‑free interest rate

‑0.4246%/‑ 0.2605%‑0.4246%/‑ 0.2605%

Expected dividend rate

1.60%

1.60%

Yes (see below)

No

Yes

Yes

Other conditions
Performance conditions
Employee presence within the Group at the vesting date
Pricing model used to calculate the fair value of sharesMonte Carlo for performance
shares with external (market)
conditions

Range of fair values (in euros)
Free shares (per share and in euros)

161.73 – 166.68

200.82

Performance shares (per share and in euros)

99.41 – 166.68

n/a129.68n/athat may vest under the plan in respect of sharespreviously granted, subject to conditions(performance and/or presence)‑‑

Of which corporate officers‑‑

Number of shares subject to performance and/or
presence conditions granted during the year

1,834,500

14,325

Of which corporate officers

18,500 (1)‑37,7700

1,796,730 (12)14,325

Of which corporate officers
Number of shares at December 31, 2020

Change during the period

Number of shares forfeited or canceled during the year
Number of shares vested during the year
Number of shares at December 31, 2021
that may vest under the plan in respect of sharespreviously granted, subject to conditions(performance and/or presence)
Weighted average number of shares

449,183

1,194

Share price at the grant date (in euros)

175.65207.30(1) Grant subject to performance conditions only.
(2) Grant subject to performance conditions only, except for 19,150 shares subject to presence conditions only.
(3) In respect of the “non-French” plan only: these amounts include a 40% discount on the external performance condition.
(4) Grant subject to performance conditions only, except for 124,955 shares subject to presence conditions only.
(5) In respect of the French plan only: these amounts include a 20% discount on the external performance condition.
(6) In respect of the “non-French” plan only.
(7) Grant subject to performance conditions only, except for 8,852 shares subject to presence conditions only.
(8) Of which 422,150 shares in respect of the French plan and 943,512 shares in respect of the non-French plan.
(9) Grant subject to performance conditions only, except for 39,800 shares subject to presence conditions only.
(10) Of which 545,000 shares in respect of the French plan and 1,230,855 shares in respect of the non-French plan.
(11) Grant subject to performance conditions only, except for 3,600 shares subject to presence conditions only.
(12) Of which 472,400 shares in respect of the French plan and 1,324,330 shares in respect of the non-French plan.
(13) Grant subject to performance conditions only.

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5.

FINANCIAL INFORMATION
2021 Financial Statementsa) Shares vested in 2021 under the 2017 and 2018 plans
The assessment of performance conditions under the October 2017
plan concluded that the internal performance condition was
100% attained and the external performance condition was 60%
attained, given the performance of the Capgemini SE share, which,while above that of the comparison basket, was below the 110%threshold enabling the maximum allocation. Satisfaction of thepresence condition at the end of September 2021 led to the vestingof 661,590 shares in October 2021 to non-French beneficiaries. A
total of 984,690 shares have vested under the October 2017 plan,
representing 64.7% of shares initially granted.
The assessment of performance conditions under the October 2018
plan concluded that the internal performance condition and
the CSR performance conditions were 100% attained and theexternal performance condition was 80% attained, given theperformance of the Capgemini SE share, which, while above thatof the comparison basket, was below the 110% threshold enabling
the maximum allocation. Satisfaction of the presence condition at
the end of September 2021 led to the vesting of 332,154 shares in
October 2021 to French beneficiaries.
b) Performance conditions of the plans
In accordance with the AMF recommendation of December 8, 2009
regarding the inclusion of an internal and external performance
condition when granting performance shares, the Board of Directors
decided as from the 2010 plan to add an internal condition to theexternal condition initially planned.
The following internal and external performance conditions apply:
Under the 2012 to 2017 plans, the external performance condition
accounts for 50% of the grant calculation as does the internal
performance condition.
External performance condition:

5.

The terms of the external performance condition were tightenedfor the 2016 to 2018 plans, compared with the preceding plans
under which shares began to vest from a Capgemini SE shareperformance of at least 90% of the basket.
Accordingly, since 2016, under these plans:— no shares are granted if the performance of theCapgemini SE share during the period in question is less thanthe performance of the basket of securities over the same
period;— the number of shares ultimately granted:
–

–

–

318

is equal to 50% of the number of shares initially allocated
if the performance of the Capgemini SE share is at least
equal to 100% of the basket,
is equal to 100% of the number of shares initially allocated
if the relative performance of the Capgemini SE share ishigher than or equal to 110% of the basket,
varies on a straight-line basis between 50% and 100% of
the initial allocation, based on a pre-defined schedule,
where the performance of the Capgemini SE share is
between 100% and 110% of the basket.

Moreover, in 2019, an outperformance condition was added
applicable to all beneficiaries except corporate officers, such that
if the relative performance of the share reaches or exceeds 120%of the basket, the allocation may amount to 110% of the external
performance portion (but the final grant may not exceed 100%of the initial grant).
For the 2017, 2018, 2019 and 2021 plans, the basket comprises
the following companies: Accenture/Indra/Atos/Tieto/CGI Group/
Infosys/Sopra Steria/Cognizant and two indices, the CAC 40 index
and the Euro Stoxx 600 Technology index.
The fair value of shares subject to external performance conditions
is adjusted for a discount calculated in accordance with the Monte
Carlo model, together with a discount for non-transferability forthe shares granted in France.
Internal performance condition
The internal performance condition is based on the generationof organic free cash flow over a three-year period encompassing
fiscal years 2016 to 2018 for the 2016 plan, fiscal years 2017 to2019 for the 2017 plan, fiscal years 2018 to 2020 for the 2018 plan,fiscal years 2019 to 2021 for the 2019 plan, fiscal years 2020 to2022 for the 2020 plan and fiscal years 2021 to 2023 for the 2021
plan. Accordingly:— no shares will be granted in respect of the internal
performance condition if the cumulative increase inorganic free cash flow over the reference period is less than
€2,400 million for the 2016 plan, €2,900 million for the 2017
plan, €3,000 million for the 2018 plan, €3,100 million for the2019 plan, €3,400 million for the 2020 plan and €3,900 million
for the 2021 plan;— 100% of the initial internal allocation will be granted if
organic free cash flow is equal to or exceeds €2,700 million
for the 2016 plan, €3,200 million for the 2017 plan,€3,250 million for the 2018 plan, €3,400 million for the 2019
plan, €3,700 million for the 2020 plan and €4,200 million forthe 2021 for beneficiaries other than corporate officers and€4,500 for corporate officers.
The trigger threshold for the application of the 110% outperformancebonus is €3,700 million for the 2019 plan, €3,900 million for the2020 plan and €4,500 million for the 2021 plan (but the final grant
may not exceed 100% of the initial grant for these plans).
The fair value of shares subject to internal performance conditions
is calculated assuming 100% realization and will be adjusted where
necessary in line with effective realization of this condition. A
discount for non-transferability is also applied for the shares
granted to French beneficiaries.
Inclusion of a new CSR performance condition since 2018
The Board of Directors’ meeting of March 13, 2018 wished to alignthe performance conditions with the Group’s strategic priorities
by proposing the inclusion of a performance condition based ondiversity and sustainable development objectives reflecting theGroup’s corporate, social and environmental responsibility strategy.
This provision was retained in 2021 and in view of the inclusion ofan outperformance condition, the following table summarizes theapplicable performance conditions, under the 2021 plan, for eachof the three conditions:

UNIVERSAL REGISTRATION DOCUMENT 2021

FINANCIAL INFORMATION
2021 Financial Statements

Summary of performance conditions applicable to beneficiaries of the 2021 plan
Weightingapplied for
managers (1)Weightingappliedfor otherbeneficiaries

Market condition:
Performance of the Capgemini shareover a three-year period

35%

15%

— 0% if Capgemini share performance < 100% of
the average performance of the basket— 50% if equal to 100%
— 100% if equal to 110%
— 110% if the average performance of theshare is at least equal to 120% of the average
performance of the basket (for beneficiaries
other than Executive Corporate Officers)

Financial condition:organic free cash flow for the three-year
cumulative period from January 1, 2021
to December 31, 2023

50%

70%

For Executive Corporate Officers

Performance conditions

Percentage of the grant determined byeach performance condition— 0% if < €3,900 million— 50% if equal to €3,900 million for otherbeneficiaries— 80% if equal to €4,200 million— 100% if at least equal to €4,500 million
For beneficiaries other than Executive
Corporate Officers————

0% if < €3,900 million
50% if equal to €3,900 million
100% if equal to €4,200 million
110% if at least equal to €4,500 million

CSR condition comprising two objectives:
Diversity: increase in the number of womenin the Vice-President inflow population overa three-year period (2021-2023)

Reduction in the carbon footprint at
end-2023 compared with 2019

(1)

7.5%

7.5%

7.5%

7.5%

— 0% if the % of women in the Vice-President
inflow population through recruitment orinternal promotion is < 28%— 30% if equal to 28%— 100% if equal to 30%— 110% if at least equal to 31.5%(for beneficiaries other than Executive
Corporate Officers)

5.

— 0% if the reduction in GhG emissions comparedwith the reference period is < 60%— 30% if equal to 60%— 100% if equal to 70%— 110% if at least equal to 80% (for beneficiaries
other than Executive Corporate Officers)

Executive Corporate Officers (Chairman and Chief Executive Officer), members of the general management team and key executive managers of the Group.

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2021 Financial Statements

9. Change in shareholders’ equity
12/31/2020

Appropriationof 2020 net profit

Othermovements

12/31/2021

Share capital

1,350,279

Additional paid-in capital

5,892,006-

28,853

1,379,132-

559,113

6,451,119

Legal reserve

137,745--

137,745

Other reserves

559,573--559,573

5,976,182(146,871)-

328,498(328,498)-

Profit for the year

181,627(181,627)

627,916

627,916

Tax-driven provisions

24,203-

8,488

32,691

14,121,615-

895,872

15,017,487(in thousands of euros)

Retained earnings
Dividends paid

TOTAL
The appropriation of the net profit for 2020 led to the distribution on
June 4, 2021 of a dividend of €1.95 on each of the 168,784,837 sharesranking for dividends, representing a total distribution of€328,498 thousand. The amount not paid out on the 324,548 shares
held by the Company on June 4, 2021 of €633 thousand wasappropriated to retained earnings.

5,829,312

Other movements mainly concern:— the share capital increase of €28,853 thousand following theissue of 3,606,687 new shares reserved for employees (ESOP2021);— the increase in additional paid-in capital of €560,335 thousand
pursuant to the aforementioned transaction, net of post-tax
share issue costs of €1,222 thousand;— 2021 net profit for the year of €627,916 thousand.

10. Provisions for contingencies and losses(in thousands of euros)

5.

At January 1

ChargeReversal(utilized)

At December 31

Provisions for contingencies and losses—

for foreign exchange losses

TOTAL
The application of ANC Regulation no. 2015-05 on forward financial
instruments and hedging transactions led to the recognition at
December 31, 2021 of a provision for foreign exchange losses of

13,413

22,232

13,413

22,232

13,413

22,232

13,413

22,232€21,263 thousand. The residual charge to provisions concerns theremeasurement of foreign currency denominated receivables
and payables.

11. Bond issues(in thousands of euros)

2015-2023 Bond issue

December 31, 2020

December 31, 2021

1,000,000

1,000,000

2016-2021 Bond issue

500,000-

2018-2024 Bond issue

600,000

600,000

2018-2028 Bond issue

500,000

500,000

2020-2022 Bond issue

500,000-

2020-2025 Bond issue

800,000

800,000

2020-2026 Bond issue

800,000

800,000

2020-2029 Bond issue

1,000,000

1,000,000

2020-2030 Bond issue

800,000

800,000

2020-2032 Bond issue

1,200,000

1,200,000

TOTAL

7,700,000

6,700,000

320

UNIVERSAL REGISTRATION DOCUMENT 2021

FINANCIAL INFORMATION
2021 Financial Statements

A) Bondsc) April 2018 bond issuesa) July 1, 2015 bond issues

On April 3, 2018, Capgemini SE performed a dual tranche bond issue
for a total amount of €1,100 million, with a settlement/delivery
date of April 18, 2018.

On June 24, 2015, Capgemini SE performed a “triple tranche”
bond issue for a total nominal amount of €2,750 million and witha settlement/delivery date of July 1, 2015:— 2015 bond issue (July 2018)
This tranche has a nominal amount of €500 million, comprising
5,000 bonds with a unit value of €100,000 each. The bonds
mature on July 2, 2018 and pay a floating coupon of 3 month
Euribor +85 bp, revised quarterly (issue price 100%). The bondissue was redeemed by the Group at maturity on July 2, 2018.
— 2015 bond issue (July 2020)
This tranche has a nominal amount of €1,250 million, comprising
12,500 bonds with a unit value of €100,000 each. The bonds
mature on July 1, 2020 and pay an annual coupon of 1.75%(issue price 99.853%). The Group performed a partial bondswap in April 2018 (see below “April 2018 Bond issues”). The
bond issue was redeemed early by the Group on June 2, 2020.
— 2015 bond issue (July 2023)— 2024 bond issue
This tranche has a nominal amount of €600 million, comprising
6,000 bonds with a unit value of €100,000 each. The bonds
mature on October 18, 2024 and pay an annual coupon of
1.00% (issue price 99.377%). This tranche was fully subscribedby a bank in a debt swap transaction. In exchange for the new
securities issued, the bank presented 2015 bonds (July 2020)
with a nominal value of €574.4 million acquired directly on themarket through a Tender Offer. This bond swap was recognized
as a modification to a borrowing with the same counterparty,
without any substantial change to the terms of the debt.
— 2028 bond issue
This tranche has a nominal amount of €500 million, comprising
5,000 bonds with a unit value of €100,000 each. The bonds
mature on April 18, 2028 and pay an annual coupon of 1.75%(issue price 99.755%).

This tranche has a nominal amount of €1,000 million, comprising
10,000 bonds with a unit value of €100,000 each. The bonds
mature on July 1, 2023 and pay an annual coupon of 2.50%(issue price 99.857%).

These two bond issues are callable before their respective maturity
dates by Capgemini SE, subject to certain conditions set out inthe issue prospectus and particularly concerning the minimum
redemption price.

The July 2023 bond issue is callable by Capgemini SE, subject tocertain conditions set out in the issue prospectus and particularly
concerning the minimum redemption price.

These bond issues are also subject to standard early redemption,
early repayment and pari passu clauses.

This bond issue is also subject to standard early redemption, early
repayment and pari passu clauses.
The terms and conditions of these three tranches were set out
in the prospectus approved by the AMF on June 29, 2015 underreference number no. 15-318.
b) 2016 Bond issue
On November 3, 2016, Capgemini SE performed a €500 million bondissue comprising 5,000 bonds with a unit value of €100,000 each
and with a settlement/delivery date of November 9, 2016.
This bond matured on November 9, 2021 and paid an annual couponof 0.50% (issue price 99.769%). The bond issue was callable before
this date by Capgemini SE, subject to certain conditions set out
in the issue prospectus and particularly concerning the minimum
redemption price. The bond issue was redeemed early by theGroup on August 9, 2021.

The terms and conditions of these tranches were set out in theprospectus approved by the AMF on April 10, 2018 under reference
number no. 18-126.
d) April 2020 bond issues
On April 8, 2020, Capgemini SE performed a four tranche bondissue for a total amount of €3,500 million, with a settlement/delivery date of April 15, 2020:— 2022 Bond issue: this tranche has a nominal amount of€500 million, comprising 5,000 bonds with a unit value of€100,000 each. This bond had a maturity date of April 15,2022 and paid an annual coupon of 1.25% (issue price99.794%). The bond issue was redeemed early by the Groupon December 29, 2021;— 2026 Bond issue: this tranche has a nominal amount of€800 million, comprising 8,000 bonds with a unit value of€100,000 each. The bonds mature on April 15, 2026 and pay
an annual coupon of 1.625% (issue price 99.412%);— 2029 Bond issue: this tranche has a nominal amount of€1 billion, comprising 10,000 bonds with a unit value of€100,000 each. The bonds mature on April 15, 2029 and pay
an annual coupon of 2.0% (issue price 99.163%);— 2032 Bond issue: this tranche has a nominal amount of€1.2 billion, comprising 12,000 bonds with a unit value of€100,000 each. The bonds mature on April 15, 2032 and pay
an annual coupon of 2.375% (issue price 99.003%).

CAPGEMINI

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5.

FINANCIAL INFORMATION
2021 Financial Statements

These bond issues are callable before their respective maturity
dates by Capgemini SE, subject to certain conditions set out inthe issue prospectus and particularly concerning the minimum
redemption price.
These bond issues are also subject to standard early redemption,
early repayment and pari passu clauses.
The terms and conditions of these tranches were set out in theprospectus approved by the AMF on April 9, 2020 under reference
number no. 20-138.

12. Bank loans and borrowings
Bank loans and borrowings total €1,420,841 thousand and comprise(i) the balances on certain euro and foreign currency bank accounts
used in connection with the Group’s worldwide cash poolingarrangements in the amount of €1,328,033 thousand, offset in theamount of €1,331,458 thousand by opposite balances presented
in cash and cash equivalents of the Company in the balance sheet
assets and (ii) accrued interest on bond issues of €71,193 thousandand (iii) liability derivatives of €21,263 thousand.

e) June 2020 bond issues

Syndicated credit facility negotiated by Capgemini SE

On June 16, 2020, Capgemini SE performed a dual tranche bondissue for a total amount of €1,600 million, with a settlement/delivery date of June 23, 2020:

On February 9, 2021, the Group signed with a syndicate of 18 banksa €1 billion multi-currency credit facility, maturing on February 9,2026, with two one-year extension options, exercisable (subject
to the approval of the banks) at the end of the first and second
years, respectively, extending the maturity of the new facility bya maximum of two additional years. On January 2022 Capgemini
exercised the first one-year extension option, extending thematurity to February 8, 2027.

— 2025 Bond issue: this tranche has a nominal amount of€800 million, comprising 8,000 bonds with a unit value of€100,000 each. The bonds mature on June 23, 2025 and pay
an annual coupon of 0.625% (issue price 99.887%);— 2030 Bond issue: this tranche has a nominal amount of€800 million, comprising 8,000 bonds with a unit value of€100,000 each. The bonds mature on June 23, 2030 and pay
an annual coupon of 1.125% (issue price 99.521%).
These two bond issues are callable before their respective maturity
dates by Capgemini SE, subject to certain conditions set out inthe issue prospectus and particularly concerning the minimum
redemption price.
These bond issues are also subject to standard early redemption,
early repayment and pari passu clauses.
The terms and conditions of these tranches were set out in theprospectus approved by the AMF on June 18, 2020 under reference
number no. 20-261.

This new credit facility refinances the €750 million facility signed on
July 30, 2014 and maturing on July 27, 2021, which was therefore
canceled.
In the same way as the credit facility signed in 2014, an upgrade or
downgrade in Capgemini SE’s credit rating would have no impact
on the availability of this new credit facility. This new credit facility
has no financial covenants.
The credit facility agreement also includes covenants restricting
Capgemini SE’s ability to carry out certain transactions. Thesecovenants also apply to Group subsidiaries. They include restrictions
primarily relating to pledging assets as collateral, asset sales,
mergers and similar transactions. Capgemini SE is also committed
to standard obligations, including an agreement to maintain paripassu status.
This credit facility had not been drawn at December 31, 2021.

5.

322

UNIVERSAL REGISTRATION DOCUMENT 2021

FINANCIAL INFORMATION
2021 Financial Statements

13. Maturity of payables at the year end
Gross

One yearor lessMore than
one year

2015-2023 Bond issue

1,000,000-

1,000,000

2018-2024 Bond issue

600,000-

600,000

2018-2028 Bond issue

500,000-

500,000

2020-2025 Bond issue

800,000-

800,000

2020-2026 Bond issue

800,000-

800,000

2020-2029 Bond issue

1,000,000-

1,000,000

2020-2030 Bond issue

800,000-

800,000(in thousands of euros)

Bond issues

2020-2032 Bond issue

1,200,000-

1,200,000

6,700,000-

6,700,000

55-

1,328,033

1,328,033-

Accrued interest and commission payable

71,54071,540-Cash instruments

21,263

21,263-

1,420,841

1,420,841-

542,428

538,428

4,000

Sub-total
Bank loans and borrowings
Bank overdrafts
Bank overdrafts (Group cash pooling arrangement)

Sub-totalGroup loans and borrowings
Loans
Group investments

896,323

896,323-

Other payables (1)1,508,104

1,434,480

73,624Sub-total

2,946,855

2,869,231

77,624

Accounts and notes payable

14,372

14,372-

Tax and social security liabilities

1,844

1,844

-

Other liabilities

1,282

1,282

-

11,085,194

4,307,570

6,777,624

TOTAL
(1)

Other Group payables consist of subsidiary current account balances under the Group’s worldwide cash pooling arrangement of €1,331,458 thousand, subsidiary current
accounts for tax consolidation purposes of €121,076 thousand and Group supplier current accounts for €55,570 thousand.

CAPGEMINI

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5.

FINANCIAL INFORMATION
2021 Financial Statements

14. Accrued income and charges
Accrued charges reported in the balance sheet break down as follows:
Amount(in thousands of euros)

Borrowings
Accrued interest payable

71,558Other liabilities
Accounts and notes payable

2,148

Tax and social security liabilities

462

TOTAL

74,168

Accrued interest payable mainly comprises interest on bond issues of €71,193 thousand.
Accrued income reported in the balance sheet break down as follows:
Amount(in thousands of euros)

Receivable from controlled entities
Accrued interest receivable

1,864

Other receivables
Tax receivables-

Cash and cash equivalents
Accrued interest receivable

-

TOTAL

5.

1,864

15. Unrealized foreign exchange gains and losses on foreign currency receivables and payables and on cash
instruments(in thousands of euros)

On cash instruments
On other receivables/payables
TOTAL
The application of ANC Regulation no. 2015-05 on forward financial
instruments and hedging transactions resulted in the recognition
at December 31, 2021 of the value of asset and liability derivative
instruments and unrealized foreign exchange differences on
the corresponding cash instruments. Asset derivatives and324

Reported in
assetsReported inliabilities

Provision for foreignexchange losses

21,263

236,267

21,263

968

967

968

22,232

237,233

22,232the corresponding unrealized foreign exchange gains total€236,267 thousand and liability derivatives and the corresponding
unrealized foreign exchange losses total €21,263 thousand.
Derivatives assets and liabilities are recorded in the balance sheet
in cash and cash equivalents.

UNIVERSAL REGISTRATION DOCUMENT 2021

FINANCIAL INFORMATION
2021 Financial Statements

16. Net financial expense
Amount(in thousands of euros)

Provisions for financial items
Charge(43,864)

Reversal

33,805Sub-total(10,059)

Dividends received

451,709

Sub-total

451,709

Other financial income and expense
Net income from short-term investments(120)

Revenue from loans, current accounts and Group cash pooling arrangements

13,223

Net foreign exchange gains (losses)

83,338Interest on borrowings, current accounts and Group cash pooling arrangements
Interest on bond issues(526)(129,780)

Net expenses on investment funds (FCP & SICAV)(3,410)

Other

(200)

Sub-total(37,475)

NET FINANCIAL EXPENSE

404,175

Provision charges and reversals mainly consist of charges to and reversals of provisions for foreign exchange losses and provisions forequity interests.
The Company received dividends of €451,709 thousand in 2021.

17. Net non-recurring income (expense)Amount(in thousands of euros)

Net proceeds on disposals of treasury shares under the liquidity agreement

1,926

Sub-total

1,926

Accelerated depreciation(8,488)

Other

(866)

Sub-total(9,353)

NET NON-RECURRING INCOME (EXPENSE)(7,427)

18. Income tax expense
In France, Capgemini SE is the parent company of a French tax
consolidation group comprising 26 companies. In 2021, Capgemini SE
recognized a total tax expense of €11,979 thousand, including
notably an expense of €15,133 thousand in respect of the tax
consolidation.

CAPGEMINIIn the absence of tax consolidation, Capgemini SE would haverecognized a theoretical income tax expense of €33,812 thousand.
The Company has no tax losses carried forward at December 31, 2021.

325

5.

FINANCIAL INFORMATION
2021 Financial Statements

Breakdown of the income tax expense
2021(in thousands of euros)

Recurring profit before tax

Net profit before tax

Income tax expense

647,322(186,331)

Net non-recurring income (expense)(7,427)2,138

Accounting profit for the year before tax

639,895(184,193)

Tax differences(437,905)

126,050

Tax credits— Corporate sponsorship tax credit

1,336

Tax rebates and repayments

1,766

Impact of tax audits
Offset of tax losses carried forward
Tax consolidation of subsidiaries

0(84,525)

24,331-

18,731

INCOME TAX EXPENSE(11,979)

Impact of tax‑driven valuations(in thousands of euros)

AmountProfit for the year

627,916

Income tax expense (net)

11,979Profit for the year before tax

639,895

Change in tax-driven provisions:— Accelerated depreciation

5.

-8,488PROFIT EXCLUDING TAX-DRIVEN VALUATIONS (BEFORE TAX)

631,407

Change in deferred tax liabilities
Prior year
amountCurrent year
amount76

84

13,413

22,232

Unrealized foreign exchange gains

246,650

237,233

Unrealized foreign exchange losses(13,413)(22,232)

9,058(3,464)

TOTAL

255,784

233,853

Tax rate for temporary differences

28.41%

25.83%

DEFERRED TAX

72,66260,393— Tax losses carried forward

84,5250

Tax rate for temporary differences

28.41%

25.83%

DEFERRED TAX

24,011

0

Deferred tax on temporary differences(in thousands of euros)

Non-deductible provisions— Organic sales tax
Provisions for contingencies and losses— Provision for foreign exchange losses

Remeasurement differences on receivables and payables
and fair value measurement of derivatives

Deferred tax assets

326

UNIVERSAL REGISTRATION DOCUMENT 2021

FINANCIAL INFORMATION
2021 Financial Statements

III – Other information
19. Off-balance sheet commitmentsa) Commitments given in favor of subsidiaries
Guarantees, deposits and comfort letters granted by Capgemini SE to its subsidiaries at December 31, 2021 break down as follows:(in thousands of euros)

Amount— Financial items

66,641— Operating items

1,102,577

TOTAL

1,169,218

Guarantees, deposits and comfort letters granted to subsidiaries
in respect of financial items provide them with access to local cash
facilities in the form of credit lines. Total draw-downs on these
credit lines at December 31, 2021 amounted to €3,646 thousand.

internal financing arrangements (loans granted by the Company
to its subsidiaries), primarily break down as follows:b) Other commitments— a euro/Japanese yen currency swap with a positive value of€207 thousand for a nominal amount of JPY1,848 million(€14 million);

The Group has provided performance and/or financial guarantees
for a number of major contracts. The clients concerned represented
approximately 10% of Group revenue in 2021.

— euro/Australian dollar currency swaps with a positive valueof €109 thousand for a nominal amount of AUD308 million(€197 million);

Capgemini SE, together with all of its subsidiaries and any entities
which it directly or indirectly owns more than 50%, are insured forthe financial implications of any civil or professional liability claims
that may be filed against them as a result of their activities. The
insurance is part of a worldwide program comprising a number ofpolicies taken out with leading insurance companies. The terms
and conditions of this insurance program (including maximum
coverage) are regularly reviewed and adjusted to reflect changes
in revenues, business activities and risk profiles.

— a euro/pound sterling currency swap with a positive valueof €57 thousand for a nominal amount of GBP3 million(€4 million);c) Financial instruments
Currency hedges/Derivative instruments
At December 31, 2021, the values of external currency derivative
instruments negotiated in respect of foreign currency denominated— a euro/Mexican peso currency swap with a negative valueof €488 thousand for a nominal amount of MXN481 million(€20 million).
— euro/Czech koruna currency swaps with a negative valueof €80 thousand for a nominal amount of CZK101 million(€4 million);
At December 31, 2021, external currency derivatives hedging
brand royalties invoiced to subsidiaries had a positive value of€18 thousand and mainly concerned the US dollar, Indian rupee,
Chinese yuan, Canadian dollar and pound sterling.

20. Related companies
Total

Relatedcompanies

Equity interests

22,170,696

22,170,696

Receivable from controlled entities

1,754,832

1,754,832

Payable to controlled entities

1,438,751

1,438,751— Receivable

157,992

157,992— Payable

1,508,104

1,508,104

Investment income

451,709451,709

Income on Group loans

12,543

12,543866

619

130,811429(in thousands of euros)

Balance sheet items

Related and associated companies

Income Statement items

Other interest and similar income
Interest and similar expenses

CAPGEMINI

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5.

FINANCIAL INFORMATION
2021 Financial Statements

21. Consolidating company

23. Remuneration of members of the Board of Directors

Capgemini SE is the consolidating company for the Capgemini group.

In 2021, compensation paid to directors in respect of their duties
totaled €1,081,500 (or €796,884 after deduction of 12.8% withholding
tax for beneficiaries not tax-resident in France and the single 30%
flat-rate deduction for beneficiaries tax-resident in France).

22. Subsequent events
At the Shareholders’ Meeting, the Board of Directors will recommend
a dividend payment of €2.40 per share in respect of 2021.

24. Audit fees
MAZARS

PWC

Statutory audit of the consolidated and separate financial statements

430

570

Non-audit services (1)

100

8

TOTAL

530

578

(in thousands of euros)(1)

These services concern the audit of the non-financial performance statement and diligences conducted in the context of acquisition projects.

5.

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FINANCIAL INFORMATION
2021 Financial Statements

5.4.4 Subsidiaries and investments
Other share‑
holders’equity(including
net income
for the
Capitalyear)%
interest

Numberof shares
owned

1

2,238 100.00%

982,000

ALTRAN Technologies

129

903 100.00%

CGS hOLDINGS Ltd(in millions of euros)Book valueof shares
Net

Loans & Guaran‑advances
tees
granted
given

9,132

9,132

-

-

0

-

257,021,105

3,733

3,733

736

-

1,010

-

Gross

2021
Reve‑
nue

Divi‑
dends

Subsidiaries
Capgemini North America Inc

632

1 100.00%

558,777,061

721

721

-

-

-

-

Gemini Consulting holding Ltd

0

9 100.00%

1,083

23

23

-

-

-

-

Capgemini Oldco Ltd

12

26 100.00% 1,033,938,857

801

801

-

-

-

-

Capgemini AB (Suède)228

0 100.00%

25,861

387

387

-

8

15

28

Capgemini NV (Benelux)2

211 100.00%

21,582,376

1,467

1,467

-

-

-

65

Capgemini Business Services BV19(14) 100.00%

42,227

41

6

-

-

-

-

Capgemini Deutschland Holding GmbH

129

125

95.59%

-

629

629

-

-

40

-

Capgemini Consulting Österreich AG0

15 100.00%

64,999

60

60

-

-

27

-

Capgemini Suisse AG0

13 100.00%

500

99

99

-

75

149

-

Capgemini Polska Sp Z.o.o (Pologne)

447 100.00%

129,160

25

25

-

-

0

20

Capgemini Magyarorszag Kft

00 100.00%

1

2

-

1

-

6

-

capgemini Czech Republic s r o

9(6)98.77%

21,255

12

6

-

-

77

-

Capgemini France S.A.S.

89

509 100.00%

Capgemini Technology Services Maroc S.A.

3

12

5,713,954

1,324

1,324

-

-

-

230

99.99%

329,996

3

3

-

-

72

4

Sogeti S.A.S.

261

1,233 100.00%

52,106,876

754

754

-

-

0

94

Capgemini Italia S.p.A.

18

70 100.00%

3,575,000

543

543

10

17

416

-

Capgemini España S.L.
(Sociedad Unipersonal)

43

(13)

85.73%

371,784

340

340

-

5

304

-

Capgemini Portugal, Serviços deConsultoria e Informatica, S.A.

8

4 100.00%

1,698,842

44

44

-

-

45

3

Capgemini Business Services
Guatemala S.A.

1

999.99%

12,925,876

1

1

-

-

27

6

Capgemini Argentina S.A.

2

1

0.10%

259,603

0

0

-

-

8

-

Capgemini Asia Pacific Pte. Ltd.

190(13) 100.00%

278,083,711

309

309

-

-

2

-

Capgemini Australia Pty Ltd

215(77) 100.00%

2,574,116

265

265

197

-

346

-

35.09%

20,750,621

564

564

-

- 21,073-

41 100.00%

8,000,000

164

49

-

-

-

-

Capgemini Technology Services India
Limited7

Capgemini Service S.A.S

8

S.C.I. Paris Étoile

06

99.99%

9,999

48

31

-

-

2

-

Immobilière les Fontaines S.A.R.L

3

18

99.90%

1,004,628

52

52

-

-

4

-

Capgemini Gouvieux S.A.S.

11(9) 100.00%

719,322

19

2

-

-

6

-

Capgemini Latin America S.A.S

114(92) 100.00%

11,398,345

546

48

-

-

-

-

19,306

Capgemini Reinsurance International S.A.

20

20 100.00%

10,000

5

5

-

-

9

-

Other French compagnies

n/a

n/a

n/a

n/a

4

4

730

0

n/a

-

Azqore--20.00%

1

21

21

-

-

-

-

Verkor

--14.45%

67

9

9

-

-

-

-

n/a

n/a

n/a

n/a

21

21

80

-

n/a

-

22,171 21,480

1,753

105 23,638

450

Other foreign compagnies
Sub-total
Investments

As of December 31, 2020, other investments held by Capgemini SE are not material

CAPGEMINI

329

5.

FINANCIAL INFORMATION
2021 Financial Statements

5.4.5 Statutory auditors’ report on the Company financial statements
This is a translation into English of the Statutory auditors’ report on the Statutory financial statements of the Company issued in French and it
is provided solely for the convenience of English speaking users.
This Statutory auditors’ report includes information required by European regulation and French law, such as information about the appointmentof the Statutory auditors or verification of the information concerning the Group presented in the management report and other documents
provided to shareholders.
This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicablein France.

For the year ended December 31, 2021
To the shareholders,

OpinionIn compliance with the engagement entrusted to us by your Annual General Meeting we have audited the accompanying financial
statements of Capgemini SE for the year ended December 31, 2021.
In our opinion, the financial statements give a true and fair view of the assets and liabilities and of the financial position of the Company
as at December 31, 2021 and of the results of its operations for the year then ended in accordance with French accounting principles.
The audit opinion expressed above is consistent with our report to the Audit and Risk Committee.

Basis for opinion
Audit Framework
We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under those standards are further described in the Statutory auditors Responsibilities for the Audit of the Financial
Statements Section of our report.
Independence
We conducted our audit engagement in compliance with independence requirements of the French Commercial Code (Code de commerce)
and the French Code of Ethics (Code de déontologie) for Statutory auditors, for the period from January 1, 2020 to the date of our reportand specifically we did not provide any prohibited non-audit services referred to in Article 5 of Regulation (EU) No 537/2014.

5.

Justification of Assessments – Key Audit Matters
Due to the global crisis related to the Covid-19 pandemic, the financial statements of this period have been prepared and audited under
specific conditions. Indeed, this crisis and the exceptional measures taken in the context of the state of sanitary emergency have had
numerous consequences for companies, particularly on their operations and their financing, and have led to greater uncertainties on
their future prospects. Those measures, such as travel restrictions and remote working, have also had an impact on the companies’
internal organization and the performance of the audits.
It is in this complex and evolving context that, in accordance with the requirements of Articles L. 823-9 and R. 823-7 of the French
Commercial Code (Code de commerce) relating to the justification of our assessments, we inform you of the key audit matters relating
to risks of material misstatement that, in our professional judgment, were of most significance in our audit of the financial statementsof the current period, as well as how we addressed those risks.
These matters were addressed in the context of our audit of the financial statements as a whole and in forming our opinion thereon,
and we do not provide a separate opinion on specific items of the financial statements.

330

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FINANCIAL INFORMATION
2021 Financial Statements

Measurement of investments in subsidiaries in Capgemini SE
Risks identified

Our audit approach

As of December 31, 2021, equity investments reported in thebalance sheet amount to €21 480 million. Equity investments arerecognized at their acquisition-date cost and may be written down
based on their value in use.

Our work included:

As stated in the Note “Accounting policies – Financial Assets” to thefinancial statements, a depreciation is accounted for should thevalue in use of the equity investments be lower than its carrying
amount. The value in use of equity investments is estimated by
Management, either using discounted future cash flows adjusted
of net cash/debt and deferred taxes, or using the proportionate
share of consolidated net equity, or in some rare cases, based on
the market value of comparable transactions.
The measurement of the value in use requires judgment by
Management in terms of the inputs chosen, which may correspondto historical or forward-looking information.
Management ensures at year end that the carrying amount of
the equity investments is not higher than their value in use. An
adverse change in the activities related to these investments,
due to internal or external factors related to the financial andeconomic environment in the markets where Capgemini operates,
may significantly affect the value in use of the equity investments
and require the recognition of an impairment. Such change would
require reassessing the relevance of the assumptions used todetermine value in use and the reasonableness and consistencyof the calculation method.
We believe that measurement of the value of equity investments
is a key audit matter given the significant amount of equity
investments reported in the financial statements and their sensitivity
to assumptions made by Management.

— gaining an understanding of and assessing the impairment
testing process implemented by Management;— when value in use of equity investments is assessed using thediscounted cash flow method:
–
–

–

–

–

–

–

assessing that the model used to calculate value in use isappropriate,
analyzing the consistency of cash flow forecasts with thelatest estimates by Management presented to the Boardof Directors during the budget process,comparing the 2021 earnings forecasts used for prioryear impairment testing with actual results, whenapplicable,comparing cash flow forecasts for financial years 2022
to 2025 with the business plans used for prior year
impairment testing, when applicable,interviewing financial and operational managers toanalyze the main assumptions used in the business plans
and cross-check the assumptions with the explanations
obtained,
assessing the methods used to calculate the discountrate applied to estimated future cash flows and the latest
long-term growth rate used to project cash flows to
infinity, for the latest financial year estimates; comparing
these rates with market data or external sources andrecalculating the rates based on our own data sources,
comparing net cash/debt with underlying data used
to prepare the Company’s consolidated financial
statements;— when value in use of equity investments is measured basedon the proportionate share of consolidated net equity or
based on the market value of comparable transactions:–––assessing the appropriateness of the valuation methodused,assessing the documentation used to measure value in
use,
assessing the appropriateness of the financial
information provided in the notes to the annual financial
statements.

Our firms’ valuation specialists were involved in this work.

CAPGEMINI

331

5.

FINANCIAL INFORMATION
2021 Financial Statements

Specific verifications
We have also performed, in accordance with professional standards applicable in France, the specific verifications required by laws
and regulations.
Information given in the management report and in the other documents with respect to the financial position and thefinancial statements provided to the Shareholders
We have no matters to report as to the fair presentation and the consistency with the financial statements of the information given in
the management report of the Board of Director and in the other documents with respect to the financial position and the financial
statements provided to the Shareholders.
We attest the fair presentation and the consistency with the financial statements of the information relating to the payment deadlines
mentioned in Article D. 441-6 of the French Commercial Code (Code de commerce).
Report on Corporate Governance
We attest that the Board of Directors’ report on Corporate Governance sets out the information required by Articles L. 225-37-4,
L. 22-10-10 and L. 22-10-9 of the French Commercial Code (Code de commerce).
Concerning the information given in accordance with the requirements of Article L. 22-10-9 of the French Commercial Code (Code decommerce) relating to remunerations and benefits received by the Directors and any other commitments made in their favour, we haveverified its consistency with the financial statements, or with the underlying information used to prepare these financial statements
and, where applicable, with the information obtained by your Company from controlling and controlled companies. Based on theseprocedures, we attest the accuracy and fair presentation of this information.
Other information
In accordance with French law, we have verified that the required information concerning the purchase of investments and controllinginterests and the identity of the shareholders and holders of the voting rights has been properly disclosed in the management report.

Report on Other Legal and Regulatory Requirements
Format of the presentation of the financial statements intended to be included in the Annual Financial Report
We have also verified, in accordance with the professional standard applicable in France relating to the procedures performed by thestatutory auditor relating to the annual and consolidated financial statements presented in the European single electronic format,
that the presentation of the financial statements intended to be included in the Annual Financial Report mentioned in Article L. 451-12, I of the French Monetary and Financial Code (Code monétaire et financier), prepared under the responsibility of the Chief Executive
Officer, complies with the single electronic format defined in the European Delegated Regulation No 2019/815 of 17 December 2018.

5.

Based on our work, we conclude that the presentation of Capgemini SE’s statutory financial statements to be included in the Annual
Financial Report complies, in all material aspects, with the single electronic reporting format.
We have no responsibility to verify that the financial statements that will ultimately be included by your Company in the Annual Financial
Report filed with the AMF are in agreement with those on which we have performed our work.
Appointment of the Statutory auditors
We were appointed as Statutory auditors of Capgemini SE by the Annual General Meeting held on May 24, 1996 for PricewaterhouseCoopers
audit and on May 20, 2020 for Mazars.
As at December 31, 2021, PricewaterhouseCoopers audit and Mazars were in the 26th year and second year of total uninterrupted
engagement respectively.

Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with French accounting
principles and for such internal control as management determines is necessary to enable the preparation of financial statements thatare free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless it is expected toliquidate the Company or to cease operations.
The Audit and Risk Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control
and risks management systems and where applicable, its internal audit, regarding the accounting and financial reporting procedures.
The financial statements were approved by the Board of Directors.

332

UNIVERSAL REGISTRATION DOCUMENT 2021

FINANCIAL INFORMATION
2021 Financial Statements

Statutory auditors Responsibilities for the Audit of the Financial Statements
Objectives and audit approach
Our role is to issue a report on the financial statements. Our objective is to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with professional standards will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected toinfluence the economic decisions of users taken on the basis of these financial statements.
As specified in Article L. 823-10-1 of the French Commercial Code (Code de commerce), our statutory audit does not include assurance
on the viability of the Company or the quality of management of the affairs of the Company.
As part of an audit conducted in accordance with professional standards applicable in France, the statutory auditor exercises professional
judgment throughout the audit and furthermore:— identifies and assesses the risks of material misstatement of the financial statements, whether due to fraud or error, designs
and performs audit procedures responsive to those risks, and obtains audit evidence considered to be sufficient and appropriate
to provide a basis for his opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control;— obtains an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control;— evaluates the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures
made by management in the financial statements;— assesses the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s
ability to continue as a going concern. This assessment is based on the audit evidence obtained up to the date of his audit report.
however, future events or conditions may cause the Company to cease to continue as a going concern. If the statutory auditor
concludes that a material uncertainty exists, there is a requirement to draw attention in the audit report to the related disclosuresin the financial statements or, if such disclosures are not provided or inadequate, to modify the opinion expressed therein;— evaluates the overall presentation of the financial statements and assesses whether these statements represent the underlying
transactions and events in a manner that achieves fair presentation.
Report to the Audit and Risk Committee
We submit a report to the Audit and Risk Committee, which includes in particular a description of the scope of the audit and the audit
program implemented, as well as the results of our audit. We also report, if any, significant deficiencies in internal control regarding
the accounting and financial reporting procedures that we have identified.
Our report to the Audit and Risk Committee includes the risks of material misstatement that, in our professional judgment, were ofmost significance in the audit of the financial statements of the current period and which are therefore the key audit matters that weare required to describe in this report.
We also provide the Audit and Risk Committee with the declaration provided for in Article 6 of Regulation (EU) N° 537/2014, confirming
our independence within the meaning of the rules applicable in France such as they are set in particular by Articles L. 822-10 to L. 822-14 of
the French Commercial Code (Code de commerce) and in the French Code of Ethics (Code de déontologie) for Statutory auditors. Where
appropriate, we discuss with the Audit and Risk Committee the risks that may reasonably be thought to bear on our independence,and the related safeguards.
The Statutory auditors

Neuilly-sur-Seine, March 18, 2022

Courbevoie, March 18, 2022

PricewaterhouseCoopers Audit

MazarsRichard Béjot
Partner

CAPGEMINI

Itto El hariri
Partner

Dominique Muller
Partner

Anne-Laure Rousselou
Partner

333

5.

FINANCIAL INFORMATION
2021 Financial Statements

5.4.6

Statutory auditors’ special report on related party agreements

This is a translation into English of the Statutory auditors’ report on related party agreements of the Company issued in French and it is provided
solely for the convenience of English speaking users.
This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicablein France.

Shareholders’ Meeting held to approve the financial statements for the year ended December 31, 2021
To the Annual General Meeting of the Capgemini SE Company,
In our capacity as Statutory auditors of Capgemini SE, we hereby report to you on related party agreements.
It is our responsibility to report to shareholders, based on the information provided to us, on the main terms and conditions of, as wellas the reasons provided for, the agreements that have been disclosed to us or that we may have identified as part of our engagement,
without commenting on their relevance or substance or identifying any undisclosed agreements or commitments. Under the provisionsof Article R. 225-31 of the French Commercial Code (Code de commerce), it is the responsibility of the shareholders to determine whether
the agreements are appropriate and should be approved.
Where applicable, it is also our responsibility to provide shareholders with the information required by Article R. 225-31 of the French
Commercial Code in relation to the performance during the year of agreements already approved by the Shareholders’ Meeting.
We performed the procedures that we deemed necessary in accordance with the professional guidance issued by the French Instituteof Statutory auditors (Compagnie nationale des commissaires aux comptes or CNCC) relating to this engagement. These proceduresconsisted in verifying that the information given to us is consistent with the underlying documents.

Agreements submitted for the approval of the Shareholders’ Meeting
We hereby inform you that we have not been advised of any agreement or commitment authorized during the year to be submitted
for the approval of the Shareholders’ Meeting pursuant to Article L. 225-38 of the French Commercial Code.

Agreements already approved by the Shareholders’ Meeting
We hereby inform you that we have not been advised of any agreement or commitment already approved by the Shareholders’ Meetingin previous years which continued to be applied during the year.
The Statutory auditors

5.

Neuilly-sur-Seine, March 18, 2022

Courbevoie, March 18, 2022

PricewaterhouseCoopers Audit

MazarsRichard Béjot
Partner

334

Itto El hariri
Partner

Dominique Muller
Partner

Anne-Laure Rousselou
Partner

UNIVERSAL REGISTRATION DOCUMENT 2021

FINANCIAL INFORMATIONOther financial and accounting information

5.5

Other financial and accounting information

5.5.1

Five-years financial summary
2017

2018

2019

2020

2021

1,347,870

1,338,350

1,354,764

1,350,279

1,379,132

168,483,742

167,293,730

169,345,499

168,784,837

172,391,524

-

-

-

4,940,995

5,108,408

5,247,003

5,318,777

5,744,604

392,816

379,748446,652

477,631531,4113,246,731

1,008,533

978,297821,656

1,278,608

Income before taxes, amortization and provisions

395,244444,302488,228

268,426

665,016

Income tax

13,021

20,34728,88621,118

11,979Net income/(losses)

2,718,722

503,818

490,231

181,627

627,916

Distributed income

284,363

281,199

225,690

328,498

413 740 (1)Earnings after taxes, but before amortization andprovisions

2.27

2.53

2.71

1.47

3.79

Net earnings

16.14

3.01

2.89

1.08

3.64

Dividend per share

1.70

1.70

1.35

1.95

2,40 (1)(in thousand of euros)

I – SHARE CAPITAL AT YEAR-END
Share capital
Number of common shares outstanding
Maximum number of future shares to be created:— through exercise of equity warrants
II – OPERATIONS AND RESULTS OF THE CURRENT YEAR
Operating revenue
Operating revenue and financial revenue

III – EARNINGS PER SHARE (in euros)

IV – EMPLOYEE DATA
Average number of employee during the year

5.

Capgemini SE does not have any employees

Total payroll
Total benefits(1)

Subject to approval by the Combined Shareholders’ Meeting of May 19, 2022.

CAPGEMINI

335

FINANCIAL INFORMATION

5.

336

UNIVERSAL REGISTRATION DOCUMENT 2021

6.
Capgemini and its shareholders
6.1

Capgemini share capital

6.1.1

Share capital (amount, table of movements and delegations of authority) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 338

6.1.2

Financial authorizations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 339

6.1.3

Other share equivalents outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 341

6.1.4

Employee shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 341

6.1.5

Potential total dilution resulting from access to the Company’s share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 343

6.2

Capgemini and the stock market

343

6.3

Current share ownership and voting rights

346

6.4

Share buyback program

347

6.4.1

Authorization to buy back the company’s shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 347

6.4.2

Description of the share buyback program to be authorized by the Shareholders’ Meeting on
May 19, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 348

6.5

Communication with shareholders

CAPGEMINI

338

349

337

3.

CAPGEMINI AND ITS ShAREhOLDERS
Capgemini share capital

6.1 Capgemini share capital
6.1.1

Share capital (amount, table of movements and delegations of authority)

Share capital amountAt December 31, 2021, the Company’s share capital amounted to €1,379,132,192 divided into 172,391,524 fully paid-up ordinary shareswith a par value of €8 each.
Shares may be held in either registered or bearer form, at the shareholder’s discretion.

Changes in the Company’s share capital over the past five years
Share capital

Additional
paid‑in capital(in euros)(in euros)

168,483,742

1,347,869,936

6,011,037,063

2,500,000

20,000,000

210,700,000--(822,277)

333,291

2,666,328(2,666,328)— Cancellation of treasury shares(4,023,303)(32,186,424)(397,124,640)

AT DECEMBER 31, 2018

167,293,730

1,338,349,840

5,821,123,818(698,231)(5,585,848)(60,143,012)

2,750,000

22,000,000

231,742,500--(896,150)

169,345,499

1,354,763,992

5,991,827,156(3,664,862)(29,318,896)(352,626,438)

3,000,000

24,000,000

254,790,000--(1,151,051)

104,200

833,600(833,600)

168,784,837

1,350,278,696

5,892,006,067

3,606,687

28,853,496

560,334,892--(1,221,986)

172,391,524

1,379,132,192

6,451,118,973

Number of shares

AT DECEMBER 31, 2017
Share capital increase:— Shares issued reserved for employees— Issue costs for shares, net of taxes— Shares issued after the vesting of free shares
Share capital reduction:

Share capital reduction:— Cancellation of treasury shares
Share capital increase:— Shares issued reserved for employees— Issue costs for shares, net of taxes
AT DECEMBER 31, 2019
Share capital reduction:

6.

— Cancellation of treasury shares
Share capital increase:— Shares issued reserved for employees— Issue costs for shares, net of taxes— Shares issued after the vesting of free shares
AT DECEMBER 31, 2020
Share capital increase:— Shares issued reserved for employees— Issue costs for shares, net of taxes
AT DECEMBER 31, 2021

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CAPGEMINI AND ITS ShAREhOLDERS
Capgemini share capital

6.1.2

Financial authorizations

Authorizations granted by the Shareholders’ Meeting to the Board of Directors to increase share capital
The following table summarizes (pursuant to Articles L. 225-37-4 3° and L. 20-10-10 of the French Commercial Code) authorizations stillin effect and those that have expired since the last Shareholders’ Meeting.

Purpose of theauthorizationa) Purchase by the Companyof its own shares under ashare buyback program (3)Maximum
amount (1) (2)(in euros)

10% of the sharecapitalAuthorization
date andresolution
numberExpirydate

05/20/2021 (16th )11/20/2022

Used during 2021

1,064,097 shares were purchased under
the share buyback program (excluding
the liquidity contract) at an average priceof €187.95
As part of the liquidity contract:a) 390,487 shares purchased at an
average price of €154.32b) 407,487 shares sold at an average
price of €156.80c) At December 31, 2021, the liquidity
account balance comprises
3,964 shares and approximately€28 million in cash and monetary
UCITS.

b) Cancellation of treasury
shares10% of sharecapital per
24-month period

05/20/2020 (22nd )07/20/2022

This authorization was not used in 2021c) Share capital increase bycapitalizing additional
paid-in capital, reserves,profit or other eligible
amounts€1.5 billion(par value)

05/20/2020 (23rd )07/20/2022

This authorization was not used in 2021d) Share capital increaseby issuing shares and/or
securities granting accessto the share capital, or
granting a right to allocationof debt instruments,
with retention of PSR(Pre-emptive Subscription
Rights)€540 million(par value)€9.3 billion(issue amount)

05/20/2020 (24th )07/20/2022

This authorization was not used in 2021e) Share capital increaseby issuing shares and/or
securities granting accessto the share capital, or
granting a right to allocationof debt instruments, withcancellation of PSR, by
public offering other thanprivate placement€135 million(par value)€3.1 billion(issue amount)

05/20/2020 (25th )07/20/2022

This authorization was not used in 2021f) Share capital increaseby issuing shares and/or
securities granting accessto the share capital, or
granting a right to allocationof debt instruments, withcancellation of PSR, byprivate placement€135 million(par value)€3.1 billion(issue amount)

05/20/2020 (26th )07/20/2022

This authorization was not used in 2021

g) Setting the issue price ofshares in the context of ashare capital increase withcancellation of PSR€135 million(par value)€3.1 billion (issue
amount) 10% of
share capital per
12-month period

05/20/2020 (27th )07/20/2022

This authorization was not used in 2021

CAPGEMINI

339

6.

CAPGEMINI AND ITS ShAREhOLDERS
Capgemini share capital

Purpose of theauthorization

Maximum
amount (1) (2)(in euros)

Authorization
date andresolution
numberExpirydate

Used during 2021h) Increase in the number ofshares to be issued in caseof a share capital increase in
the context of resolutions(d) to (f) (Greenshoe) withand without PSR

Within the limitof the ceiling
applicable to theinitial increase

05/20/2020 (28th )07/20/2022

This authorization was not used in 2021i)

Share capital increaseby issuing shares and/or securities granting
access to the share capitalin consideration forcontributions in kind€135 million(par value)€3.1 billion(issue amount)
10% of sharecapital05/20/2020 (29th )07/20/2022

This authorization was not used in 2021

j)

Grant of performance shares 1.2% of the sharecapital05/20/2021 (18th )11/20/2022

1,834,500 performance shares(€14,676,000 par value) were granted
to 5,238 beneficiaries by decision of theBoard of Directors on 10/06/2021
14,325 shares subject to presence
conditions only (€114,600 par value) were
granted to 63 beneficiaries by decision of
the Board of Directors on 12/01/2021

6.

k) Share capital increaseby issuing shares and/or
securities granting accessto the share capital withcancellation of PSR,
reserved for members ofGroup savings plans€32 million(par value) (2)05/20/2021 (19th )11/20/2022

3,444,930 shares were issued pursuant tothis resolution in the context of the 2021
employee savings plan, representing a
par value amount of €27,559,440

l)Share capital increaseby issuing shares and/or
securities granting accessto the share capital withcancellation of PSR,
reserved for employeesof certain non-French
subsidiaries€16 million(par value) (2)05/20/2021 (20th )11/20/2022

161,757 shares were issued pursuant tothis resolution in the context of the 2021
employee savings plan, representing a
par value amount of €1,294,056(1)

Recap of overall limits: a maximum par value amount of €540 million and a maximum issue amount of €9.3 billion for all issues with and without pre-emptive subscription
rights; issues performed pursuant to j), k) and l) above are not included in these general limits.
Total share capital increases decided pursuant to k) and l) are subject to a maximum par value amount of €32 million.
Shares purchased in the course of 2021 but prior to the Ordinary Shareholders’ Meeting of May 20, 2021 were acquired pursuant to the 20 th resolution adopted by the
Shareholder’s Meeting of May 20, 2020.

(2)
(3)

Use of authorizations during 2021
Pursuant to the authorization granted to the Board of Directors
by the Ordinary Shareholders’ Meeting of May 20, 2020 in thetwentieth resolution and then by the Ordinary Shareholders’Meeting of May 20, 2021 in the sixteenth resolution, 1,064,097 shareswere purchased under the share buyback program (excluding
the liquidity contract) at an average price of €187.95. Under theliquidity contract, 390,487 shares were purchased at an average
price of €154.32 and 407,487 shares were sold at an average priceof €156.80. At December 31, 2021, the liquidity account balancecomprises 3,964 shares and approximately €28 million in cash andmonetary UCITS.
Pursuant to the authorization granted by the Extraordinary
Shareholders’ Meeting of May 20, 2021 in the eighteenth
resolution, the Board of Directors decided, on October 6, 2021,
to award 1,834,500 shares subject to performance conditions to
5,238 beneficiaries (employees and corporate officers of French andnon-French subsidiaries and members of the Executive Committee

340

including the Chief Executive Officer). On December 1, 2021, it alsodecided to award 14,325 shares subject to a presence condition
only to 63 beneficiaries who are Empired employees.
Finally, the Board of Directors decided on June 16 and 17, 2021, tomake use of the nineteenth and twentieth resolutions adopted
by the Extraordinary Shareholders’ Meeting of May 20, 2021, toincrease the share capital of the Company in favor of employees.
In this context, 3,606,687 new shares were issued under theeighth employee share ownership plan. The share capital increase,
representing a par value amount of €28,853,496, was completed
on December 16, 2021.

Renewal of authorizations at the 2022 Shareholders’Meeting
The outstanding authorizations described above will all be submitted
for renewal at the Shareholders’ Meeting of May 19, 2022.
For further details, please refer to Chapter 7 of this Universal
Registration Document.

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CAPGEMINI AND ITS ShAREhOLDERS
Capgemini share capital

6.1.3

Other share equivalents outstanding

There are no other securities granting access to the share capital outstanding at December 31, 2021.

6.1.4

Employee shareholders

Share subscription or purchase plans
Capgemini no longer grants stock options. The last stock option
plan expired in June 2013.

Performance share grants
Performance share grant in 2021
The Extraordinar y Shareholders’ Meeting of May 20, 2021
authorized the Board of Directors in its eighteenth resolution to
grant performance shares to employees and corporate officers of
the Company and its French and non-French subsidiaries, during
a period of 18 months commencing May 20, 2021. The numberof shares granted (existing and to be issued) was not to exceed
1.2% of the share capital at the date of the Board of Directors’decision to grant such shares (this maximum number of shares
being referred to hereafter by the letter “N”). Up to a maximumof 10% of “N”, these performance shares could be granted to
Executive Corporate Officers of the Company, it being specified
that the portion of shares to be held by them until the end of theirterm of office is set by the Board of Directors. By exception, andfor an amount not exceeding 15% of “N”, shares could be granted
to employees of the Company and its French and non-French
subsidiaries, excluding members of the general management team(the “Executive Committee”), without performance conditions.
Pursuant to this authorization, the Board of Directors’ meeting of
October 6, 2021 decided the issue of 1,834,500 performance shares
to 5,238 managers and employees of the Group, 28 members of
the Executive Committee (excluding Executive Corporate Officers)
and Mr. Aiman Ezzat.
The external performance condition is based on the comparative
performance of the Capgemini share against the average
performance of a basket of comparable companies or indexes
over at least three years.
Since the performance share grant of 2012, the internal performance
condition for all performance share plans is based on organic free
cash flow generation over a three-year period, reflecting the Boardof Directors’ desire to prioritize long-term goals in the context ofthese grants.
A Corporate Social and Environmental Responsibility performance
condition, comprising a diversity indicator and an environmental
performance indicator, was added for the first time in 2018 andincluded again this year.
In addition, the Board of Directors also wished to allow outperformance
to be taken into account again this year by defining targets conditioning
110% of the relative grant for each of the performance conditions
for all beneficiaries, excluding Executive Corporate Officers, while
capping the total percentage of shares vested after recognition of
all performance conditions at 100% of the initial grant.
Accordingly, the total number of shares that will vest to beneficiaries
at the end of the vesting period will be equal to:— a number of shares equal to 35% (for Executive Corporate
Officers, the Group Executive Committee and key managers)or 15% (for other beneficiaries) of the number indicatedin the grant notification multiplied by the percentage
achievement of the chosen external performance target:
performance of the Capgemini share compared with the

CAPGEMINI

average performance measured over an identical threeyear period of a basket of securities and indexes containing(i) shares of eight listed companies operating in the same
sector as the Group in a minimum of five countries in which
the Group is firmly established (Accenture/Indra/Tieto/Atos/CGI Group/Sopra Steria/Infosys and Cognizant) and (ii) theEuro Stoxx Technology 600 index and the CAC 40 index. No
shares will vest if the relative performance of the Capgemini
share is less than 100% of the average performance ofthe basket; 50% of the Initial Allocation will vest if theperformance of the Capgemini share is equal to the average
performance of the basket; 100% of the Initial Allocation willvest if the performance of the Capgemini share is equal to110% of the average performance of the basket and 110% of
the target (excluding Executive Corporate Officers) will vest
if the performance is at least equal to 120% of the average
performance of the basket;— a number of shares equal to 50% (for Executive Corporate
Officers, the Group Executive Committee and key managers)or 70% (for other beneficiaries) of the number indicatedin the grant notification multiplied by the percentage
achievement of the chosen internal performance target:
published and audited organic free cash flow for the three
years from 2021 to 2023 compared with a minimum objectiveof €3,900 million; 100% of the Initial Allocation will vest
for organic free cash flow generation of €4,200 million for
all beneficiaries excluding Executive Corporate Officers,
for whom 100% of shares will vest for organic free cash
flow generation of €4,500 million; A maximum of 110% of
the Initial Allocation will vest for beneficiaries (excluding
Executive Corporate Officers) for organic free cash flow
generation of €4,500 million or more;— and finally, a number of shares equal to 15% of thenumber indicated in the grant notification multiplied by
the percentage achievement of the Corporate, Socialand Environmental Responsibility performance target:(i) increase over a three-year period in the percentage ofwomen in the Group’s Vice-President inflow population,with a minimum objective of 28%, a target grant for an
increase of 30% and a maximum grant of 110% of the target(excluding Executive Corporate Officers) for an increase of atleast 31.5% and (ii) a reduction in greenhouse gas emissionsof at least 60% by 2023 compared with 2019, with a target
grant for a reduction of 70% and a maximum grant of 110%(excluding Executive Corporate Officers) of the target for a
reduction of 80% or more.
The vesting period was set by the Board of Directors at three
years for beneficiaries tax-resident in France and four years forbeneficiaries not tax-resident in France. In addition, a one-year
minimum holding period for vested shares following the vesting
period was set for beneficiaries tax-resident in France. Furthermore,
the Chief Executive Officer is required to hold 50% of vested shares
until the end of his term of office, if the number of shares held by
him valued at the share price at the vesting date is less than one
years’ theoretical salary. 33% of vested shares must be held if thevaluation of shares held is between one years’ theoretical salaryand two years’ theoretical salary and 5% of vested shares must be
held if this valuation exceeds two years’ theoretical salary.

341

6.

CAPGEMINI AND ITS ShAREhOLDERS
Capgemini share capital

Out of a total of 1,834,500 shares, 3,600 shares (0.2%) were granted
without performance conditions. No Group Executive Committee
members benefited from this grant.
In accordance with the recommendations of the AFEP-MEDEF Code,performance share grants are undertaken at the same calendar
periods and are decided by either the Board of Directors’ meeting
held at the end of July or at the following meeting generally heldat the beginning of October. The October date has been adopted
the past five years.
The Board of Directors also decided on December 1, 2021 to award
14,325 shares subject to a presence condition only to 63 beneficiaries
who are employees of the recently acquired company, Empired.

Vesting of performance shares in 2021
On October 5, 2017, pursuant to the authorization granted by the
Extraordinary Shareholders’ Meeting of May 10, 2017, the Boardof Directors granted 1,522,500 shares subject to performance andpresence conditions.
The performance shares were granted subject to a vesting periodof three years for beneficiaries tax-resident in France and four years
for beneficiaries not tax-resident in France. The grant therefore
vested to beneficiaries not tax-resident in France on October 5, 2021.
This grant was subject to internal and external performance conditions.
These conditions were detailed in the resolution presented to andadopted by the Combined Shareholders’ Meeting which authorized
the Board of Directors to grant the performance shares.
The internal performance condition concerned organic free cash
flow generated over the three-year period, 2017, 2018 and 2019.
The external performance condition was assessed based on theperformance of the Capgemini share compared with a basket ofcomparable companies in our business sector in at least five different
countries, as follows: Accenture, Atos, Indra, CGI Group, Cognizant,Infosys, Sopra Steria, Tieto and the CAC40 index. For this grant, noshares vest in respect of the external performance condition if therelative performance of the Capgemini share is less than 100% of
the average performance of the basket over a three-year period,
while 50% of shares vest if this performance is equal to that of
the basket and 100% of shares vest if this performance is 110%or more of that of the basket.

6.

The internal and external performance conditions for this plan weresatisfied 100% and 60%, respectively. The relative performanceof the Capgemini SE share compared with that of the basket ofcomparable companies over a three-year period was between 102
and 103%. This led to the vesting of 661,590 shares to beneficiaries
not tax-resident in France in October 2021.
On October 3, 2018, pursuant to the authorization granted by the
Extraordinary Shareholders’ Meeting of May 23, 2018, the Boardof Directors granted 1,384,530 shares subject to performance andpresence conditions.

342

The performance shares were granted subject to a vesting periodof three years for beneficiaries tax-resident in France and four years
for beneficiaries not tax-resident in France. The grant therefore
vested to beneficiaries tax-resident in France on October 3, 2021.
This grant was subject to internal and external performance conditions.
These conditions were detailed in the resolution presented to andadopted by the Combined Shareholders’ Meeting which authorized
the Board of Directors to grant the performance shares.
The financial performance condition concerned organic free cash
flow generated over the three-year period, 2018, 2019 and 2020.
The Corporate, Social and Environmental Responsibility performance
condition concerned (i) the increase over a three-year period in
the percentage of women in the Group’s Vice-President inflow
population and (ii) the percentage reduction in greenhouse gas
emissions/employee in 2020 compared with 2015.
The external performance condition was assessed based on theperformance of the Capgemini share compared with a basket ofcomparable companies in our business sector in at least five different
countries, as follows: Accenture, Atos, Indra, CGI Group, Cognizant,Infosys, Sopra Steria, Tieto and the Euro Stoxx Technology 600
and CAC40 indexes. For this grant, no shares vest in respect of theexternal performance condition if the relative performance of theCapgemini share is less than 100% of the average performance ofthe basket over a three-year period, while 50% of shares vest if
this performance is equal to that of the basket and 100% of shares
vest if this performance is 110% or more of that of the basket.
The internal and external performance conditions for this plan weresatisfied 100% and 80%, respectively. The relative performanceof the Capgemini SE share compared with that of the basket ofcomparable companies over a three-year period was between 106
and 107%. This led to the vesting of 332,154 shares to beneficiaries
tax-resident in France in October 2021. At December 31, 2021, there
remained 792,856 shares that could potentially vest to beneficiaries
not tax-resident in France if they satisfy the condition of presenceat the end of October 2022.

International employee share ownership system
As part of the employee incentive policy and in order to alignemployee interests with those of shareholders and also stabilize theCompany’s share capital, the Group wishes to make the Company’s
share capital accessible to a large number of employees, in particularthrough employee share ownership plans.
First put in place in 2009, these employee share ownershiptransactions are now proposed annually to Group employees since2017. They ultimately aim to increase employee share ownership toan objective to between 8% and 10% of the Company’s share capitaland to propose this offer to as many Group employees as possible(96% of employees were eligible for the most recent plan in 2021).

DOCUMENT D’ENREGISTREMENT UNIVERSEL 2021

CAPGEMINI AND ITS ShAREhOLDERS
Capgemini and the stock market

Current employee share ownership plans at December 31, 2021
2017

2018

2019

2020

2021

3.6 million

2.5 million

2.75 million

3 million

3,606,687

322

231

254

279

589

Number of employees that
subscribed shares

28,80033,60033,70041,00049,100Percentage of eligible
employees that subscribedshares

15.4%

16%

16%

16%

17.2%

21

24

25

26

29

97%

98%

98%

96%

96%

May 10, 2017
(maximum of
6 million shares)

May 23, 2018
(maximum of
3 million shares)

May 23, 2019
(maximum of
3 million shares)

May 20, 2020
(maximum of
3 million shares)

May 20, 2021
(maximum of
4 million shares)

Number of shares issued
Amount subscribed (€ million)

Number of countries in whichGroup employees subscribedshares, directly or indirectly via
an Employee Savings Mutual
Fund (FCPE)
Percentage of eligible
employees
Shareholders’ Meeting
authorization (1)(1)

Authorization granted to the Board of Directors by the Shareholders’ Meeting to issue a maximum number of shares by way of a share capital increase reserved for
employees and corporate officers of the Company and its French and non-French subsidiaries who are members of the Capgemini group Company Savings Plan.

Overall and pursuant to the provisions of Article L. 225-102 of theFrench Commercial Code, the Board of Directors informs you that
employees and corporate officers of the Company (and related

6.1.5

companies) together held 8.54% of the Company’s share capitalat December 31, 2021.

Potential total dilution resulting from access to the Company’s share capital

At December 31, 2021, the potential dilution represented by performance and free share grants plans was 3.2%.

6.2

Capgemini and the stock market

At December 31, 2021, Capgemini SE’s share capital comprised
172,391,524 shares (ISIN code: FR0000125338). Capgemini SE sharesare listed on the “Euronext Paris” market (compartment A) and are
eligible for the SRD deferred settlement system of the Paris Stock
Exchange. The Capgemini share is notably included in the Euronext
CAC 40 and Euronext 100 indexes, and in the European indexes Euro
Stoxx, Stoxx Europe 600 and Stoxx Europe 600 Technology. The
Group’s performance as a responsible company is also recognizedby its inclusion in various indexes based on ESG (Environment, Socialand Governance) criteria, such as the CAC 40 ESG, Euro Stoxx ESG
Leaders 50 and Bloomberg Gender Equality Index (GEI).
Between January 1 and December 31, 2021, Capgemini recorded
a 70.0% increase in its share price, to end the year at €215.50.
Capgemini has a stock market capitalization of €37.2 billion at
December 31, 2021, compared with €21.4 billion at December 31,
2020.

Capgemini share ownership structure at the end of December 2021

0.2%
Treasury shares

6.2%
Individual shareholders

8.6%
Board members
and Group employees

85.0%

67.5%
International

Institutional
investors

17.5%
FranceCAPGEMINI

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6.

CAPGEMINI AND ITS ShAREhOLDERS
Capgemini and the stock market

2022 provisional financial calendar
2022 first-quarter revenues:

April 28, 2022

2022 first-half results:

July 28, 2022

2022 third-quarter revenues:

October 27, 2022

2022 annual results:

February 21, 2023

This provisional calendar is provided for information purposes only and may subsequently be amended.

Share performance – from December 31, 2019 to February 28, 2022 (in euros)

230
210

+72.9%

190

Capgemini

170
150+11.4%

130

CAC 40+9.0%
STOXX
Europe 600

110
90
70
12/31/19

03/31/20

06/30/20

09/30/20

12/31/20

03/31/21

06/30/21

09/30/21

12/31/21

Source : Bloomberg.

Monthly trading volumes on NYSE Euronext Paris – from January 2020 to February 2022 (in millions of shares)

30

6.

25

20

15

10

5

01 02
2020

03

04

05

06

07

08

09

10

11

12

01 02
2021

03

04

05

06

07

08

09

10

11

12

01 02
2022

Source : Bloomberg.

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Capgemini and the stock market

Share price and trading volumes
The following table represents trading in the company’s shares over the past 24 months:
Trading volume
Number of shares

Share price (in euros)

Value

Number of
trading daysHigh

Average

Low

Total

Average(daily)(in millions of euros)

March 202022

100.70

75.61

51.78

27,423,032

1,246,501

2,073.4

April 2020

20

89.68

78.44

67.52

11,064,480

553,224867.9

May 2020

20

93.40

87.61

80.84

9,517,279

475,864

833.8

June 2020

22

105.30

97.86

89.76

13,664,034

621,092

1,337.2

July 202023

112.75105.77100.409,684,385

421,060

1,024.3

Month

August 2020

21

119.10113.10106.906,545,920

311,710740.3

September 202022

121.65115.53108.609,846,143

447,552

1,137.6

October 202022

114.25105.6795.94

9,944,032

452,001

1,050.8

November 2020

21

120.30113.8798.48

10,007,080

476,528

1,139.5

December 2020

22

128.25118.20112.55

9,403,133

427,415

1,111.4

January 202120

129.35

123.68116.107,773,944

388,697961.5

February 2021

20

142.00133.34119.608,395,992

419,800

1,119.5

March 2021

23

149.05141.58134.1010,083,724

438,423

1,427.7

April 2021

20

155.70151.02143.006,382,784

319,139964.0

May 202121

157.10151.84148.25

6,791,596

323,409

1,031.2

June 2021

22

163.60156.38148.306,971,051

316,866

1,090.1

July 2021

22183.20169.41160.55

7,323,043

332,866

1,240.6

August 2021

22

192.40189.48181.155,842,791

265,581

1,107.1

September 2021

22198.35189.33178.306,606,477

300,294

1,250.8

October 2021

21201.60184.89171.708,841,210

421,010

1,634.7

November 2021

22219.10208.20196.207,909,326

359,515

1,646.7

December 2021

23219.10204.86199.15

7,236,960

314,650

1,482.6

January 2022

21

220.20200.16

187.658,766,385

417,447

1,754.7

February 202220

206.90190.28176.009,129,584

456,479

1,737.1

Source: Euronext.

Dividend payment policy
The Group has a historic dividend distribution policy that ensures
a balance between the investments required for its development
and the distribution of profits to shareholders. The payout ratio
is approximately 35%. This ratio is defined as: dividend per share/
net profit (Group share) per share, based on the number of shares
outstanding at December 31. Where exceptional items have beenrecognized, in particular non-cash items, net profit (Group share)
may be restated for these items before applying the payout ratio.

CAPGEMINI

A dividend payment of €2.40 per share is proposed for fiscal year 2021.
Based on 172,391,524 shares outstanding at December 31, 2021,
the total Capgemini dividend distribution in respect of fiscal year
2021 would be €414 million. The effective dividend distribution will
depend on the number of treasury shares held at the ex-dividend
date and any shares issued or canceled prior to this date.

345

6.

CAPGEMINI AND ITS ShAREhOLDERS
Current share ownership and voting rights

Dividend payout
Dividend distribution
Dividend per share Number of shares(in euro)(at December 31)

Year ended December 31

In millionsof euros% of netprofitEx‑dividend
date

2012

1.00

161,700,362

162

44%

June 3, 2013

2013

1.10

160,317,818

176

40%

May 16, 2014

2014

1.20

163,592,949

196

34%

May 18, 2015

2015

1.35

172,181,500

232

36%

May 30, 2016

2016

1.55

171,564,265

266

36%

May 22, 2017

2017

1.70

168,483,742

286

35%

June 4, 2018

2018

1.70

167,293,730

284

36%

June 5, 20192019 (1)

1.35

169,345,499

229

25%

June 3, 2020

2020

1.95

168,784,837

329

35%

June 2, 2021

2021 (2)2.40

172,391,524

414

35%

June 1st , 2022

(1)
(2)

On April 29, 2020, the Board of Directors decided to reduce by 29% the dividend from €1.90 to €1.35 per share. This dividend was approved by the Shareholders’ Meetingof May 20, 2020.
Recommended dividend submitted to the Shareholders’ Meeting of May 19, 2022.

6.3

Current share ownership and voting rights

At December 31, 2021, the share capital amounted to €1,379,132,192(compared with €1,350,278,696 at December 31, 2020), divided
into 172,391,524 fully paid-up shares with a par value of €8 each.

Only one share capital transaction was performed in 2021:— share capital increase under the eighth employee shareownership plan (ESOP 2021) involving the issue of
3,606,687 shares on December 16, 2021.
The following table presents the share ownership structure at
December 31, 2021. No shares carry double voting rights.

Breakdown of share ownership in the past three years
At 12/31/20196.

At 12/31/2020

At 12/31/2021

Numberof shares%
sharecapital%votingrightsNumberof shares%
sharecapital%votingrightsNumberof shares

9,077,119

5.4

5.4

11,887,465

7.1

7.1

14,838,397

8.6

8.6

350,357

0.2

0.2

293,4510.2

0.2

315,271

0.2

0.2

Employee shareholders

8,726,762

5.2

5.2

11,594,014

6.9

6.9

14,523,126

8.4

8.4

Treasury shares

246,7800.1

0.1

336,6560.2

0.2

390,009

0.2

0.2

-

-

-

-

-

-

-

-

-

160,021,600

94.5

94.5

156,560,716

92.7

92.7

157,163,118

91.2

91.2

11,127,221

6.6

6.6

12,180,985

7.2

7.2

10,574,445

6.2

6.2

Institutional shareholders

148,894,379

87.9

87.9

144,379,731

85.5

85.5

146,588,673

85.0

85.0

TOTAL

169,345,499

100

100

168,784,837

100

100

172,391,524

100

100

Board members and Group
employees
Directors

Own shares
Public%%share voting
capital rights

Individual shareholders (1)(bearer + registered)(1)

May include shares held by employees outside the employee share ownership plan.

Each share carries entitlement to one vote irrespective of whether
the share is held in registered or bearer form.
It is also stated that at December 31, 2021, Capgemini SE held
390,009 treasury shares (including 3,964 shares resulting fromexecution of the liquidity contract at December 31, 2021) and, in
addition, that the Company does not hold any “own shares”.

346

At end-December 2021, the Company conducted a study ofidentifiable bearer shares identifying 17 441 shareholders holding
more than 50 shares.

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CAPGEMINI AND ITS ShAREhOLDERS
Share buyback program

In addition, 15 162 shareholders held shares in registered form at
December 31, 2021, including 34,952 pledged registered shares.

Finally, shares held by members of the Board of Directors represent
0,18% of the Company’s share capital at December 31, 2021.

Crossing of legal thresholds
In accordance with Article L. 233-7 and L. 233-9 of the French
Commercial Code, the Company was notified that the following legal
thresholds were crossed between January 1 and December 31, 2021:— Fidelity Management & Research Company LLC, controlled by
FMR LLC, disclosed it had individually decreased its interest
below the 5% share capital and voting rights thresholds
on March 17, 2021 and individually held 8,377,067 shares
representing 4.96% of the Company’s share capital andvoting rights at that date.
At this time, FMR LLC disclosed that it had not crossed any
thresholds and held, at March 18, 2021, indirectly via companies it
controls, 10,145,251 shares representing 6.01% of the Company’s
share capital and voting rights at that date;— on August 5, 2021, FMR LLC disclosed it had decreased its
interest, indirectly via companies it controls, below the 5%
share capital and voting rights thresholds and individually
held 8,179,995 shares representing 4.85% of the Company’s
share capital and voting rights at that date.
At December 31, 2021, employee share ownership represented
8,4% of the Company’s share capital and voting rights.
Since the end of fiscal year 2021, BlackRock, Inc disclosed it had
increased its interest above the 5% share capital and voting rights
thresholds on February 8, 2022 and individually held 8,639,701 shares
representing 5.01% of the Company’s share capital and voting
rights at that date.

Crossing of thresholds pursuant to the bylaws
Article 10 of Capgemini SE’s bylaws requires shareholders to disclosethe crossing, through an increase or a decrease, of each thresholdof 1% of the Company’s share capital or voting rights, from thelower threshold of 5% to the threshold triggering a mandatory
public offer in accordance with prevailing regulations.

In accordance with the provisions of the Company’s bylaws, Amundi
and Crédit Agricole Corporate and Investment Bank disclosed they
had crossed thresholds pursuant to the bylaws between January 1,
2021 and the date of filing of this Universal Registration Document(above and/or below the 6%, 7% and 8% thresholds).

Shareholders holding more than 5% of the share capital and voting rights
Pursuant to the provisions of Article L. 233-13 of the French Code ofCommerce and according to information received and disclosures
made to the French Financial Markets Authority (AMF), as far as
the Company is aware, no shareholders other than Amundi AssetManagement, Crédit Agricole Corporate and Investment Bank andBlackRock Inc. hold directly or indirectly, alone or in concert, morethan 5% of the Company’s share capital or voting rights at the dateof filing of this Universal Registration Document.

Shareholders’ agreements
There are no shareholder agreements or pacts in force.

6.4

Share buyback program

6.4.1

Authorization to buy back the company’s shares

The Ordinary Shareholders’ Meeting of May 20, 2021 renewed theauthorization granted to the Company to buy back its shares. Thisauthorization was used in 2021 in connection with the liquidity
contract entered into with Kepler Cheuvreux and more generally as
part of the continued purchase by the Company of its own shares.
The liquidity contract seeks to improve the liquidity of theCapgemini share and to allow regular quotations. In 2021, a totalof 390,487 shares were purchased on behalf of Capgemini SE,
representing 0.23% of the share capital at December 31, 2021, at
an average price of €154.32 per share. During the same period,
407,487 Capgemini shares were sold, representing 0.24% of
the share capital at December 31, 2021, at an average price of€156.80 per share. At the year-end, the liquidity account presented
a balance of 3,964 shares (less than 0.01% of the share capital) andapproximately €28 million.

In addition, the Company continued to purchase its own sharesin 2021. Excluding the liquidity contract, the Company held
386,045 of its own shares at December 31, 2021, following thevarious transactions described below:— purchase of 1,064,097 shares representing 0.62% of theshare capital at December 31, 2021, at an average price of€187.95 per share;— transfer of 993,744 shares to employees under the free share
grant plan;
Trading fees (excluding VAT) and the financial transaction tax
totaled €724,842 in 2021.
At December 31, 2021, excluding the liquidity contract, all
386,045 treasury shares held, representing 0.22% of the Company’s
share capital, were allocated to the grant or sale of shares to
employees and/or corporate officers.
Lastly, no treasury shares were reallocated between the various
objectives in 2021.

CAPGEMINI

347

6.

CAPGEMINI AND ITS ShAREhOLDERS
Share buyback program

6.4.2

Description of the share buyback program to be authorized by the
Shareholders’ Meeting on May 19, 2022

Pursuant to Articles 241-1 et seq. of the Autorité des marchés financiers(AMF – the French Financial Market Authority) general regulations,the purpose of this Section is to describe the objectives and theterms of the share buyback program subject to the authorizationof the Combined Shareholders’ Meeting on May 19, 2022.

Legal Framework – date of the Shareholders’Meeting called to authorize the share buyback
programThis share buyback program takes place within the legal frameworkof Articles L. 225-210 et seq. and L. 22-10-62 et seq. of the French
Commercial Code and Articles 241-1 et seq. of the AMF generalregulations.

— the management of the secondary market or maintenanceof the liquidity of the Capgemini share by an investment
services provider under a liquidity contract that complies
with market practices accepted by the Autorité des marchés
financiers (AMF – the French Financial Markets Authority).
This program is also intended to enable the implementation ofany market practice that may be permitted by the AMF and moregenerally the carrying out of any transaction that complies withprevailing regulations.

The May 19, 2022 Shareholders’ Meeting will be asked to authorize
the implementation of this share buyback program.

Proportion of share capital, number of shares andpurchase priceFinally, pursuant to the provisions of Article 241-2 II of the AMF
general regulations, during the implementation of the buyback
program, any change in the information contained in this program
description will, as soon as practicable, be made available to thegeneral public, in accordance with the provisions of Article 221-3 ofthe AMF general regulations, notably by making it available on the
Company’s website: www.capgemini.com.

— Maximum percentage of the share capital and maximum
number of Capgemini shares that may be purchased:purchases of the Company’s own shares may be made suchthat, at the date of each purchase, the total number ofshares acquired by the Company since the beginning of thebuyback program (including the shares subject to the current
purchase) does not exceed 10% of the shares comprising
the Company’s share capital at that date (2) (includingtransactions impacting the share capital and performed
after the May 19, 2022 Combined Shareholders’ Meeting),
it being stipulated that (i) the number of shares purchasedwith a view to their retention or presentation in a merger,
demerger or asset-for-share exchange transaction may notexceed 5% of the Company’s share capital; and (ii) where theshares are repurchased to improve liquidity on the terms set
out in the AMF general regulations, the number of shares
taken into account in calculating the above 10% limit will be
the number of shares purchased minus the number of shares
resold during the authorization period. Pursuant to the law,
the number of shares held at a given date may not exceed 10%of the Company’s share capital at that date. For illustrative
purposes, at March 1, 2022, based on the total number ofshares comprising the share capital and considering that
the Company holds 1 186 977 of its own shares at thatdate, representing 0.69% of its share capital, a maximum of
16,052,175 shares may be purchased, representing 9.31% of
the share capital at March 1, 2022, unless the Company sells
or cancels own shares already held.

Breakdown by objective of shares held
The 1 186 977 treasury shares (1) held at March 1, 2022 are allocatedto the following objectives:— 14 474 shares to the objective of managing the secondary
market or maintaining the liquidity of the Capgemini shareby way of a liquidity contract signed with Kepler Cheuvreux
on October 3, 2016;— 1 172 503 shares to the objective of grant or sale of shares to
employees and/or corporate officers.

Objectives of the share buyback program and grantof shares purchased
Capgemini intends to make use of the possibility to acquire its own
shares, with the following objectives:

6.

— the delivery of shares (in exchange, as payment, or otherwise)in connection with acquisitions, mergers, demergers or
asset-for-share exchanges; or— the grant or sale of shares to employees and/or corporate
officers (on the terms and by the methods provided bylaw), in particular with a view to the grant of free sharespursuant to the provisions of Articles L. 225-197-1 et seq. andL. 22-10-59 et seq. of the French Commercial Code, the grantor sale of shares to employees under the French statutory
profit-sharing scheme or the implementation of any
company or group savings plan (or similar plan) on the terms
provided by law, in particular Articles L. 3332-1 et seq. of theFrench Labor Code, and generally, honoring all obligations
relating to share option programs or other share grants toemployees or corporate officers of the Company or a relatedcompany, or to permit the hedging of a structured employee
share ownership plan by a bank, or entity controlled by abank within the meaning of Article L. 233-3 of the French
Commercial Code, acting at the Company’s request; or— the delivery of shares on the exercise of rights attached tosecurities granting access to the share capital by redemption,
conversion, exchange, presentation of a warrant or any othermeans; or— the cancellation of some or all of the shares purchased; or

(1)
(2)

— Maximum purchase price: €350 per share (or the equivalentat the same date in any other currency or currency unit
established by reference to more than one currency). It
should be noted that (i) this price could be adjusted in theevent of a change in the par value of the share, a sharecapital increase by capitalizing reserves, a free share grant,
a stock split or reverse stock split, a distribution of reserves
or any other assets, a share capital redemption, or any othertransaction impacting share capital or equity and (ii) the total
amount of purchases may not exceed €6,030 million.

Implementation and duration of the share buyback
program— Implementation of the program: acquisitions, sales andtransfers of shares may be performed at any time otherthan during the period of a public offer for the company’s
shares, subject to the limits authorized by prevailing laws andregulations, and by any means, and particularly on regulated
markets, via a multilateral trading facility or systematicinternalizer or over the counter, including by block purchases

Including shares purchased or sold before March 1, 2022 but settled after that date.
For illustrative purposes, based on the total number of shares issued and outstanding at March 1, 2022, 17,239,152 shares.

348

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CAPGEMINI AND ITS ShAREhOLDERS
Communication with shareholders

or sales, by public offer for cash or shares or using options
or other forward financial instruments traded on regulated
markets, via a multilateral trading facility or systematicinternalizer or over the counter, either directly or through aninvestment services provider, or in any other manner (withno limit on the portion of the share buyback program carriedout by each of these means).

— Share buy-back program duration and schedule: eighteenmonths as from the date of adoption of the 18th resolution
by the May 19, 2022 Combined Shareholders’ Meeting, i.e., up
to November 19, 2023. Pursuant to Article L. 22-10-62 of theFrench Commercial Code, the aggregate number of shares
which may be canceled in any given period of twenty-fourmonths shall not exceed 10% of the Company’s share capital(adjusted for any transactions performed after the May 19,
2022 Shareholders’ Meeting).

6.5 Communication with shareholders
As for all its stakeholders, Capgemini strives to communicate
regularly with its shareholders and investors, in order to understandand take account of their expectations.

Financial communication principles
In accordance with prevailing financial market regulations, Capgemini
complies with financial information transparency and accessibility
principles, guaranteeing all shareholders equal access to information.
The main financial events organized for shareholders (revenue
and financial result presentations, Investors’ Days, Shareholders’Meetings) are announced according to a schedule set in advanceand regularly updated on the Company’s website.
Shareholders’ Meetings and quarterly presentations of Grouprevenues and financial results are streamed live on the Company’s
website, with a replay subsequently available.
Financial announcements are published simultaneously in French
and English.
Financial information, such as financial press releases, Group revenue
and financial result presentations, Shareholder letters, informationfor Shareholders’ Meetings and the Universal Registration Document,
is available and archived on the Company’s website.

Shareholders’ Meetings
Capgemini Shareholders’ Meetings are a key opportunity forcommunicating between the Company and its shareholders. For
several years now, Capgemini has organized governance roadshowswith its investors prior to Shareholders’ Meetings to discuss their
expectations. In addition, since 2017, the Lead Independent Director
communicates regularly with the Company’s main shareholders
on governance and Executive Corporate Officer compensation
issues. He informs the Chairman and the members of the Boardof Directors of any contacts he may have in this respect.
When convening each Shareholders’ Meeting, the Company indicatesthe means of participating in the documentation communicated toshareholders and available on its website (Notice of meeting, noticeof convocation, convening brochure), as well as the legal process
for submitting written questions and for requesting the inclusionof items or draft resolutions on the agenda. The Company allows
shareholders to use the VOTACCESS internet voting platform,
via which they can transfer, prior to the Shareholders’ Meeting,

CAPGEMINI

their voting instructions, request an admission card or appoint
or remove a proxy.
Applicable bylaw provisions on voting rights and participating at
Shareholders’ Meetings are detailed in Section 8.1 (Legal information).
In 2021, due to the ongoing Covid-19 epidemic, the Board of
Directors decided, as in 2020, to hold the Shareholders’ Meeting
behind closed doors, without the physical presence of shareholders
and other members entitled to attend. Nonetheless, in order toencourage participation in this unique moment for expressing“affectio societatis” that is the Shareholders’ Meeting, the Boardof Directors wished to retain the time set aside for shareholder
questions during the Meeting, to allow the Chairman to answer
the questions generating the most interest. In addition to thesubmission of written questions in accordance with legal provisions,shareholders were able to ask questions by email prior to the Meeting,as well as during the Meeting using the live streaming interface.

Constant communication with shareholders
In addition to investor roadshows covering the main financial
markets after each revenue and financial result publication,
Capgemini regularly organizes meetings with its investors to discuss
non-financial information, its corporate, social and responsibility
strategy and its ESG policy. The Group also participates in numerous
institutional investor conferences and periodically organizes
Investor Days to present its activities and strategy in greater detail.
Finally, Capgemini distributes an information letter to individual
shareholders each year and participates in discussion meetings withindividual shareholders. In 2021, due to the health restrictions, theGroup held a virtual meeting for individual shareholders.
More generally, the Investor Relations team is available at all times
to answer questions from analysts and investors, both institutional
and individual. Individual shareholders can also call a dedicatedtoll-free number.
Finally, Capgemini shareholders are regularly consulted in the same
way as the Group’s other stakeholders, on various occasions. For
example, they were involved in Group discussions on its Purposein 2020 and on the drafting of its materiality matrix in 2018. In
2021, the Group reviewed its risk mapping exercise undertaken
in 2020 (covering both ESG risks and risks specific to its duty ofcare obligations) through consultation of internal and external
stakeholders, including investors. See Chapter 4 for more detailed
information.

349

6.

CAPGEMINI AND ITS ShAREhOLDERS

6.

350

DOCUMENT D’ENREGISTREMENT UNIVERSEL 2021

7.
Report of the Board of Directors
and draft resolutions to bepresented at the Combined
Shareholders’ Meeting of
May 19, 2022
7.1

Resolutions presented at the Ordinary Shareholders’ Meeting

352

7.2

Resolutions presented at the Extraordinary Shareholders’ Meeting

364

7.3

Supplementary report of the Board of Directors on the issuance of shares
under the Capgemini group “ESOP 2021” employee shareholding plan

387

Statutory auditors’ special reports

391

7.4

7.

CAPGEMINI

351

REPORT OF THE BOARD OF DIRECTORS AND DRAFT RESOLUTIONS TO BE PRESENTED AT THE COMBINED SHAREHOLDERS’ MEETING
Resolutions presented at the Ordinary Shareholders’ Meeting

This report presents the proposed resolutions submitted to the Shareholders’ Meeting by the Board of Directors. It consists of thisintroduction, the overview statements preceding the resolutions and a summary table of financial authorizations submitted for approval.
The objective of this report is to draw your attention to the important points in the draft resolutions, in accordance with prevailinglaws and regulations and with best Corporate Governance practice recommended for companies listed in Paris. It does not purport tobe comprehensive and does not replace a careful reading of the draft resolutions prior to voting.
An overview of the financial position, activities and results of the Company and its Group during the last fiscal year and other information
required by prevailing law and regulations are also presented in the Management Report on fiscal year 2021 included in the present
2021 Universal Registration Document, to which you are invited to refer (see Cross-Reference Table in Section 9.3).

7.1

Resolutions presented at the Ordinary
Shareholders’ Meeting

PRESENTATION OF THE 1st AND 2nd RESOLUTIONSAPPROVAL OF THE FINANCIAL STATEMENTS
Overview

In these two resolutions, we ask you to approve the Company
financial statements and the consolidated financial statementsof the Company for the year ended December 31, 2021 as follows:— the Company financial statements showing a net profit of€627,915,613.35;— the consolidated financial statements of the Company
showing net profit for the Group of €1,157 million.

FIRST RESOLUTION

Approval of the 2021 Company financial statements
The Shareholders’ Meeting, voting in accordance with quorum
and majority rules for Ordinary Shareholders’ Meetings, andhaving read the Board of Directors’ and the Statutory auditors’
reports, approves the Company financial statements for theyear ended December 31, 2021, showing net profit for the yearof €627,915,613.35, as presented, and the transactions recorded
therein and summarized in these reports.

SECOND RESOLUTION

Approval of the 2021 consolidated financial statements
The Shareholders’ Meeting, voting in accordance with quorum
and majority rules for Ordinary Shareholders’ Meetings andhaving read the Board of Directors’ and the Statutory auditors’
reports, approves the consolidated financial statements for theyear ended December 31, 2021, showing net profit for the Groupof €1,157 million, as presented, and the transactions recorded
therein and summarized in these reports.

PRESENTATION OF THE 3rd RESOLUTIONAPPROPRIATION OF EARNINGS AND SETTING OF THE DIVIDEND

7.

Overview

The third resolution relates to the appropriation of earnings forthe year ended 2021 and the setting of the dividend.
It is proposed that the dividend be set at €2.40 per share, representing
a total distribution of €413,739,657.60 based on the number ofshares ranking for dividends at December 31, 2021.
In line with the Group’s historic dividend distribution policy that
ensures a balance between the investment required for its long-term
development and the redistribution of profits to shareholders,the payout ratio for the year ended December 31, 2021, excluding
non-recurring tax income or expenses, would be 35%.
Residual distributable profits for the year, i.e. €6,043,487,619.55,
will be added to retained earnings.

352

For individual beneficiaries who are tax-resident in France, thedividend is fully eligible for the 40% tax rebate referred to in Article
158.3.2° of the French Tax Code (Code général des impôts) where an
express, global and irrevocable election is made for taxation under
the progressive scale of personal income tax. Where this option
is not made, the dividend will fall within the application scope ofthe flat-rate income tax advance payment mechanism and will not
be eligible for this 40% rebate.
Taking account of the recommendations of certain investors, andso as not to encourage security lending/borrowing transactions
around the date of the Shareholders’ Meeting, the Board of
Directors proposes an ex-dividend date of June 1, 2022 and adividend payment date starting from June 3, 2022.

2021 UNIVERSAL REGISTRATION DOCUMENTREPORT OF THE BOARD OF DIRECTORS AND DRAFT RESOLUTIONS TO BE PRESENTED AT THE COMBINED SHAREHOLDERS’ MEETING
Resolutions presented at the Ordinary Shareholders’ Meeting

THIRD RESOLUTION

Appropriation of earnings and setting of the dividend
The Shareholders’ Meeting, voting in accordance with quorum andmajority rules for Ordinary Shareholders’ Meetings, approves therecommendations of the Board of Directors to appropriate the net
profit for the year ended December 31, 2021 as follows:

Net profit for the year

€627,915,613.35

No funding of the legal reserve as already fully funded
i.e. a balance of:€627,915,613.35

Retained earnings of previous years:€5,829,311,663.80

i.e. distributable earnings:€6,457,227,277.15

allocated to:– payment of a dividend of €2.40 per share– retained earnings for the balance:€413,739,657.60 (1)€6,043,487,619.55

giving a total of:€6,457,227,277.15(1)

The total amount of the distribution is calculated based on the number of shares ranking for dividends at December 31, 2021 and could therefore change if this number
varies between January 1, 2022 and the ex-dividend date.

It should be noted that the dividend, set at €2.40 for each of theshares bearing dividend rights on January 1, 2022, will be fully
eligible for the 40% tax rebate referred to in Article 158.3.2° of theFrench Tax Code (Code général des impôts) for private individuals
tax-resident in France where an express, global and irrevocable
election is made for taxation under the progressive scale of personal
income tax instead of application of the single flat-rate deduction.

The ex-dividend date will be June 1, 2022 and the dividend will
be payable from June 3, 2022. If, at the time of payment of thedividend, the number of treasury shares held by the Company haschanged compared to that held on December 31, 2021, the fractionof the dividend relating to this variation will either increase or
reduce retained earnings.

Pursuant to Article 243 bis of the French Tax Code, it is recalled that the following amounts were paid in respect of the past three fiscal
years:
Dividend
distribution (1)Distributed
income (2)Dividend
per share(in euros)(in euros)(in euros)

Fiscal year 2020

329,130,432.15

328,497,563.55

1.95

Fiscal year 2019

228,616,423.65

225,689,958.45

1.35

Fiscal year 2018284,399,341.00

281,199,101.20

1.70

(1)
(2)

Theoretical values calculated based on the number of shares bearing dividend rights on December 31 each year.
Amounts effectively paid after adjusting the number of shares bearing dividend rights for any change in the number of treasury shares, the issuance of new shares and/or
the cancellation of existing shares between January 1 and the ex-dividend date. In fiscal years 2018, 2019 and 2020, these amounts were only fully eligible for the 40% tax
rebate referred to in Article 158.3.2° of the French Tax Code (Code général des impôts) when the beneficiary was a private individual tax-resident in France and had opted fortaxation at the progressive income tax scale instead of application of the single flat-rate deduction.

PRESENTATION OF THE 4th RESOLUTIONREGULATED AGREEMENTS – SPECIAL REPORT OF THE STATUTORY AUDITORS
Overview

The Statutory auditors’ special report identifying no new regulatedagreements entered into during the fiscal year ended December 31,
2021, we ask you to approve the content of this report.

through a public tender offer (“the Offer”) and concerned the filingof the Offer and its financing. These agreements were approvedby the 2020 and 2021 Shareholders’ Meetings.

Pursuant to Article L. 225-40-1 of the French Commercial Code, theBoard of Directors also conducted an annual review of regulatedagreements entered into and authorized in prior years and took
note that these agreements had no continuing effect in 2021.

The Company successfully completed the Offer during the first-halfof 2020 and holds the entire share capital and voting rights of
Altran Technologies. Furthermore, on June 23, 2020, the amountoutstanding under the Facility Agreement was repaid in full andthe Facility Agreement was canceled. Accordingly, the regulatedagreements authorized in fiscal years 2019 and 2020 in the context
of the Offer had no effect during fiscal year 2021.

It is recalled that the regulated agreements authorized by the Boardof Directors in fiscal years 2019 and 2020 were authorized in thecontext of the Company’s project to acquire Altran Technologies

CAPGEMINI

353

7.

REPORT OF THE BOARD OF DIRECTORS AND DRAFT RESOLUTIONS TO BE PRESENTED AT THE COMBINED SHAREHOLDERS’ MEETING
Resolutions presented at the Ordinary Shareholders’ Meeting

FOURTH RESOLUTION

Regulated agreements – Special report of the Statutory auditors
The Shareholders’ Meeting, voting in accordance with quorum andmajority rules for Ordinary Shareholders’ Meetings, and having readthe Statutory auditors’ special report on regulated agreements
governed by Article L. 225-38 et seq. of the French Commercial

Code, approves the said special report and takes due note thatit does not refer to any new related-party agreements enteredinto in fiscal year 2021, falling within the application scope of theaforementioned Article L. 225-38.

PRESENTATION OF THE 5th TO 7th RESOLUTIONSAPPROVAL OF THE COMPONENTS OF COMPENSATION AND ALL TYPES OF BENEFITS PAID DURING FISCALYEAR 2021 OR GRANTED IN RESPECT OF THE SAME FISCAL YEAR TO EXECUTIVE CORPORATE OFFICERS
Overview

Pursuant to Article L. 22-10-34, I of the French Commercial Code, we
ask you to approve the report on the compensation of corporate
officers including the information detailed in Article L. 22-10-9 I of
the French Commercial Code, as presented in Sections 2.3.1 and2.3.3 of the 2021 Universal Registration Document, in the reporton Corporate Governance.
Pursuant to Article L. 22-10-34 II of the French Commercial Code,
we also ask you to approve the fixed, variable and exceptional
components of total compensation and all types of benefits paid
during fiscal year 2021 or granted in respect of the same fiscal year
to Mr. Paul Hermelin, Chairman of the Board of Directors, and Mr.
Aiman Ezzat, Chief Executive Officer, as presented in Section 2.3.3 ofthe 2021 Universal Registration Document. It is stipulated that

Messrs. Paul hermelin’s and Aiman Ezzat’s compensation wasapproved by the Board of Directors, at its meeting of March 17,2022, at the recommendation of the Compensation Committee,
in accordance with the compensation policy approved by the
Shareholders’ Meeting of May 20, 2021 (10 th and 11th resolutions).
Payment is contingent on the approval of the 6th and 7th resolutions
by the Shareholders’ Meeting.
The tables summarizing the components of compensation of the
Executive Corporate Officers and the information concerning thecompensation of corporate officers submitted to shareholders’ votepursuant to the 5th, 6th and 7th resolutions, are presented in Sections
2.3.1 and 2.3.3 of the 2021 Universal Registration Document, in the
Board of Directors’ report on Corporate Governance.

FIFTH RESOLUTION

Approval of the report on the compensation of corporate officers relating to the information detailed in
Article L. 22-10-9 I of the French Commercial CodeThe Shareholders’ Meeting, voting in accordance with quorum andmajority rules for Ordinary Shareholders’ Meetings, and having readthe Board of Directors’ report on the resolutions and the report on
Corporate Governance referred to in Article L. 225-37 of the French
Commercial Code, approves, in accordance with Article L. 22-10-34 Iof the French Commercial Code, the report on the compensationof corporate officers including the information detailed in Article
L. 22-10-9 I of the French Commercial Code as presented in the
aforementioned report on Corporate Governance.

SIXTH RESOLUTION

Approval of fixed, variable and exceptional components of total compensation and all types of benefits paid
during fiscal year 2021 or granted in respect of the same fiscal year to Mr. Paul Hermelin, Chairman of theBoard of Directors

7.

The Shareholders’ Meeting, voting in accordance with quorum andmajority rules for Ordinary Shareholders’ Meetings, and having
read the Board of Directors’ report on the resolutions and thereport on Corporate Governance referred to in Article L. 225-37 of
the French Commercial Code, approves, in accordance with Article
L. 22-10-34 II of the French Commercial Code, the fixed, variable

and exceptional components of total compensation and all typesof benefits paid during fiscal year 2021 or granted in respect of
the same fiscal year to Mr. Paul Hermelin, Chairman of the Boardof Directors, as presented in the aforementioned report on
Corporate Governance.

SEVENTH RESOLUTION

Approval of fixed, variable and exceptional components of total compensation and all types of benefits
paid during fiscal year 2021 or granted in respect of the same fiscal year to Mr. Aiman Ezzat, Chief Executive
Officer
The Shareholders’ Meeting, voting in accordance with quorum andmajority rules for Ordinary Shareholders’ Meetings, and having
read the Board of Directors’ report on the resolutions and thereport on Corporate Governance referred to in Article L. 225-37 of
the French Commercial Code, approves, in accordance with Article354

L. 22-10-34 II of the French Commercial Code, the fixed, variable
and exceptional components of total compensation and all typesof benefits paid during fiscal year 2021 or granted in respect of
the same fiscal year to Mr. Aiman Ezzat, Chief Executive Officer, aspresented in the aforementioned report on Corporate Governance.

2021 UNIVERSAL REGISTRATION DOCUMENTREPORT OF THE BOARD OF DIRECTORS AND DRAFT RESOLUTIONS TO BE PRESENTED AT THE COMBINED SHAREHOLDERS’ MEETING
Resolutions presented at the Ordinary Shareholders’ Meeting

PRESENTATION OF THE 8th TO 11th RESOLUTIONSAPPROVAL OF THE COMPENSATION POLICY APPLICABLE TO CORPORATE OFFICERS
Overview

Shareholders are asked to approve the compensation policy forcorporate officers in accordance with the provisions of Article
L. 22-10-8 II of the French Commercial Code, as presented in the
Board of Directors’ report on Corporate Governance.
The compensation policies for (i) the Chairman of the Board of
Directors, (ii) the Chief Executive Officer and (iii) the Directors in

respect of their terms of office for fiscal year 2022, were approvedby the Board of Directors, at its meeting of March 17, 2022, atthe recommendation of the Compensation Committee. They
are presented in the Board of Directors’ report on Corporate
Governance in Sections 2.3.1 and 2.3.2 of the 2021 Universal
Registration Document.

EIGHTH RESOLUTION

Approval of the compensation policy applicable to the Chairman of the Board of Directors for the period fromJanuary 1, 2022 to May 19, 2022
The Shareholders’ Meeting, voting in accordance with quorum andmajority rules for Ordinary Shareholders’ Meetings, and having readthe Board of Directors’ report on the resolutions and the report on
Corporate Governance referred to in Article L. 225-37 of the French
Commercial Code describing the components of the compensation

policy for corporate officers, approves, in accordance with Article
L. 22-10-8 II of the French Commercial Code, the compensation
policy for the Chairman of the Board of Directors for the period
from January 1, 2022 to May 19, 2022 inclusive, as presented in the
aforementioned report on Corporate Governance.

NINTH RESOLUTION

Approval of the compensation policy applicable to the Chairman of the Board of Directors for the period fromMay 20, 2022 to December 31, 2022
The Shareholders’ Meeting, voting in accordance with quorum andmajority rules for Ordinary Shareholders’ Meetings, and having readthe Board of Directors’ report on the resolutions and the report on
Corporate Governance referred to in Article L. 225-37 of the French
Commercial Code describing the components of the compensation

policy for corporate officers, approves, in accordance with Article
L. 22-10-8 II of the French Commercial Code, the compensation
policy for the Chairman of the Board of Directors for the period
from May 20, 2022 to December 31, 2022 inclusive, as presented
in the aforementioned report on Corporate Governance.

TENTH RESOLUTION

Approval of the compensation policy applicable to the Chief Executive Officer
The Shareholders’ Meeting, voting in accordance with quorum andmajority rules for Ordinary Shareholders’ Meetings, and having readthe Board of Directors’ report on the resolutions and the report on
Corporate Governance referred to in Article L. 225-37 of the French
Commercial Code describing the components of the compensation

policy for corporate officers, approves, in accordance with Article
L. 22-10-8 II of the French Commercial Code, the compensation policy
for the Chief Executive Officer, as presented in the aforementioned
report on Corporate Governance.

ELEVENTH RESOLUTION

Approval of the compensation policy applicable to Directors
The Shareholders’ Meeting, voting in accordance with quorum andmajority rules for Ordinary Shareholders’ Meetings, and having readthe Board of Directors’ report on the resolutions and the report on
Corporate Governance referred to in Article L. 225-37 of the French
Commercial Code describing the components of the compensation

policy for corporate officers, approves, in accordance with Article
L. 22-10-8 II of the French Commercial Code, the compensation
policy for Directors, as presented in the aforementioned reporton Corporate Governance.

PRESENTATION OF THE 12th RESOLUTIONTOTAL COMPENSATION AMOUNT FOR DIRECTORS
Overview

In this resolution, we ask you to approve the increase in the totalcompensation amount for Directors.
It is recalled that the Shareholders’ Meeting of May 18, 2016
authorized the payment of compensation to Directors (formerlyreferred to as “attendance fees”) of a total maximum amount of€1,200,000 per year, superseding the previous resolution. This
increase in the total amount allowed the objectives set by the

CAPGEMINI

Board of Directors to be attained. It enabled the continued renewalof the Board of Directors, with four new Directors welcomed
in 2016, including two Directors representing employees. This
increase also focused on Directors heavily involved in the work of
the committees (as Chairmen or members of several committees)
and on Directors non-resident in France, thereby retaining the

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Resolutions presented at the Ordinary Shareholders’ Meetinginternational outlook of the Board of Directors, consistent with
the Group’s development and global presence.
You are asked to increase the total compensation amount for
Directors in order (i) to integrate the proposed amendment
to the compensation package of the Chairman of the Board of
Directors aimed at removing his fixed compensation and solely
granting Director’s compensation, following the Shareholders’Meeting, the total amount of which would be significantly lower
due to the end of the management hand-over phase and the endof his additional assignments, (ii) to continue the objective of theinternational diversification of the Board of Directors to reflectchanges in Capgemini’s geographies and businesses, the diversityof profiles and the expertise represented, but also to involve
competent and strongly committed Directors, and finally (iii) torevalue the compensation package of Directors by around 10%(excluding the Chairman of the Board of Directors).
The 12th resolution therefore seeks to increase to €1,700,000 the
total annual compensation amount for Directors, until a newdecision by the Shareholders’ Meeting. This authorization wouldsupersede the authorization granted by the Shareholders’ Meetingof May 18, 2016.

TWELFTH RESOLUTION

Increase in the total compensation amount for Directors
The Shareholders’ Meeting, voting in accordance with quorum
and majority rules for Ordinary Shareholders’ Meetings, andhaving read the Board of Directors’ report, sets, in accordancewith Article L. 225-45 of the French Commercial Code, the total
annual compensation amount for Directors at €1,700,000 fromfiscal year 2022.

PRESENTATION OF THE 13th TO 17th RESOLUTIONSAPPOINTMENT OF TWO DIRECTORS – RENEWAL OF THE TERMS OF OFFICE OF THREE DIRECTORS,INCLUDING THE TERM OF OFFICE OF THE CHAIRMAN OF THE BOARD OF DIRECTORS
Overview

The Board of Directors, at its meeting of March 17, 2022, chaired by
Mr. Paul Hermelin, at the recommendation of the Ethics & GovernanceCommittee, deliberated on the change in the composition of theBoard of Directors that you are asked to approve.

technology and energy sectors within a global group at the heartof the Intelligent Industry’s development. She would bring to theBoard her inclusion and diversity expertise, as well as her knowledgeof European and Asian markets.

The Board of Directors will propose to the 2022 Shareholders’Meeting the renewal of the terms of office of Messrs. Paul
Hermelin, Xavier Musca and Frédéric Oudéa and the appointmentof Ms. Maria Ferraro and Mr. Olivier Roussat as members of theBoard of Directors for a period of four years. These proposals
are in line with the Group’s ambition to further the international
diversification of its composition, deepen its sector expertise andenrich the diversity of its profiles.

Mr. Olivier Roussat, a French citizen, is Chief Executive Officer
of a global construction, energy and transport infrastructuresgroup, which is also a leader in the French media sector and amajor telecoms player in France. He would bring to the Board his
sector experience, particularly in the telecoms and media sector,
as well as his expertise in digital and technology transformation.

Following a successful management hand-over phase, the Board of
Directors proposes to retain, at the end of the next Shareholders’Meeting of May 19, 2022 , a governance structure separating theduties of Chairman and Chief Executive Officer and to reappoint
Mr. Paul Hermelin as non-executive Chairman of the Board, subject
to the renewal of his term of office by the Shareholders’ Meeting.
The reappointment of Mr. Hermelin would enable the Board tocontinue to benefit from his experience, his expertise and his
in-depth knowledge of the Group.

7.

During the Board Meeting following the Shareholders’ Meeting of
May 19, 2022 , the Board of Directors also proposes to reappoint
Mr. Oudéa as Lead Independent Director, subject to the renewalof his term of office as a director by the Shareholders’ Meeting.

The Board of Directors considers Ms. Maria Ferraro and Mr. Olivier
Roussat to be independent pursuant to the criteria of the AFEPMEDEF Code to which the Company refers.
The Board of Directors warmly thanked Ms. Laurence Dors, who
expressed her wish not to renew her term of office, for her contribution
to the work of the Board and its Committees throughout her
term of office, and particularly as Chairman of the Compensation
Committee. Mr. Patrick Pouyanné will become Chairman of theCompensation Committee following the Shareholders’ Meeting.
Assuming the adoption of these resolutions by the Shareholders’Meeting of May 19, 2022, the Board of Directors would comprise
15 Directors, including two Directors representing employees
and one Director representing employee shareholders. 83% of
its members will be independent (1), 40% will have international
profiles and 42% will be women(1).

Ms. Maria Ferraro, a Canadian citizen, has acquired throughout her
career financial expertise and solid experience in the manufacturing,(1)

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.

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Resolutions presented at the Ordinary Shareholders’ Meeting

MARIA FERRARO
Independent Director
BIOGRAPHY – PROFESSIONAL EXPERIENCE

Ms. Maria Ferraro was appointed Member of the Executive Board and Chief Financial Officer of Siemens
Energy AG and Member of the Executive Board and Chief Financial Officer of Siemens Energy Management
GmbH effective May 1, 2020. Prior to her appointment, she held several senior management positions in
Corporate Finance within Siemens in the United Kingdom, as well as in Canada, Germany and the United States.

Date of birth:

May 21, 1973
Nationality:

Canadian
Business address:

Siemens Energy AG
Freyeslebenstr. 1
91058 Erlangen
GermanyFirst appointment:

2022

Before being appointed Chief Financial Officer of Siemens Energy, Ms. Maria Ferraro held the position ofChief Financial Officer for the Operating Company Digital Industries as well as Chief Diversity Officer at
Siemens AG.
Ms. Maria Ferraro was born and educated in Canada. She is a designated Chartered Accountant and spent her
early career with PricewaterhouseCoopers (PwC) and Nortel Networks, holding a variety of roles in Canada
and on a global level whilst gaining in-depth experience in European and Asian markets.
Ms. Maria Ferraro has acquired throughout her career financial expertise and solid experience in the
manufacturing, technology and energy sectors within a global group at the heart of the Intelligent Industry’s
development. She would bring to the Board her inclusion and diversity expertise, as well as her knowledgeof European and Asian markets.
Principal office:Chief Financial Officer of Siemens Energy AG and Siemens Energy Management GmbH
Chief Inclusion and Diversity Officer

Expiry of term of office:2026 (Ordinary
Shareholders’ Meeting
held to approve the2025 financial
statements)
Number of shares heldat March 17, 2022:

0

OFFICES HELD IN 2021 OR CURRENT OFFICES AT DECEMBER 31, 2021

Director of:— SIEMENS GAMESA RENEWABLE ENERGY S.A.* (Spain) (since May 2020)
OTHER OFFICES HELD DURING THE LAST FIVE YEARS (OFFICES EXPIRED)

Director of:— SIEMENS LTD. SEOUL (South Korea) (until May 2020)* Listed company.

7.

CAPGEMINI

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Resolutions presented at the Ordinary Shareholders’ Meeting

OLIVIER ROUSSAT
Independent Director
BIOGRAPHY – PROFESSIONAL EXPERIENCE

Mr. Olivier Roussat is a graduate of Institut national des sciences appliquées (INSA) in Lyon.

Date of birth:

October 13, 1964
Nationality:

FrenchBusiness address:

Bouygues SA
32 avenue Hoche
75008 PARISFirst appointment:

2022
Expiry of term of office:2026 (Ordinary
Shareholders’ Meeting
held to approve the2025 financial
statements)
Number of shares heldat March 17, 2022:0

He began his career with IBM in 1988 where he held a range of positions in data network services, service
delivery and pre-sales. He joined Bouygues Telecom in 1995 to set up the network management center andnetwork processes. He then became head of network operations, and telecoms and IT service delivery.
In May 2003, he was appointed network manager and became a member of the Executive Committee of
Bouygues Telecom. In January 2007, Mr. Olivier Roussat took charge of the Performance and Technology
unit which groups Bouygues Telecom’s cross-disciplinary technical and IT departments, including networks,
information systems, process engineering, purchasing, corporate services and property development. he
was also given responsibility for Bouygues Telecom’s headquarters and Technopôle buildings.
Mr. Olivier Roussat became Deputy Chief Executive Officer of Bouygues Telecom in February 2007 and was
appointed Chief Executive Officer in November 2007. He was then Chairman and Chief Executive Officer
of Bouygues Telecom from May 2013 to November 2018, before being appointed Chairman of the Boardof Directors until February 2021. He was appointed Chairman of the Board of Directors of Colas SA from
October 2019 until February 2021.
On August 30, 2016, Mr. Olivier Roussat was appointed Deputy CEO of Bouygues and on February 17, 2021,
he was appointed Chief Executive Officer of Bouygues.
Chief Executive Officer of a global construction, energy and transport infrastructures group, which is alsoa leader in the French media sector and a major telecoms player in France, Mr. Olivier Roussat would bringto the Board his sector experience, particularly in the telecoms and media sector, as well as his expertise indigital and technology transformation.
Principal office:Mr. Olivier Roussat is Chief Executive Officer of Bouygues SA.
OFFICES HELD IN 2021 OR CURRENT OFFICES AT DECEMBER 31, 2021

Chief Executive Officer of:— BOUYGUES S.A.* (since February 17, 2021)
Chairman of the Board of Directors of:— BOUYGUES TELECOM (from November 2018 to February 2021)— COLAS* (from October 2019 to February 2021)
Director of:

—
—
—
—

TF1* (since April 9, 2009)
BOUYGUES CONSTRUCTION (since November 15, 2016)
COLAS* (since April 20, 2021)
BOUYGUES TELECOM (since April 16, 2021)

Member of the Board of:— BOUYGUES IMMOBILIER (since December 9, 2016)
OTHER OFFICES HELD DURING THE LAST FIVE YEARS (OFFICES EXPIRED)

Deputy Chief Executive Officer of:— BOUYGUES S.A.* (until February 17, 2021)
Chairman and Chief Executive Officer of:— BOUYGUES TELECOM (until November 2018)7.

* Listed company.

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2021 UNIVERSAL REGISTRATION DOCUMENTREPORT OF THE BOARD OF DIRECTORS AND DRAFT RESOLUTIONS TO BE PRESENTED AT THE COMBINED SHAREHOLDERS’ MEETING
Resolutions presented at the Ordinary Shareholders’ Meeting

PAUL HERMELIN
Chairman of the Board of Directors
Member of the Strategy & CSR Committee
BIOGRAPHY – PROFESSIONAL EXPERIENCE

Mr. Paul Hermelin is a graduate of École Polytechnique and École Nationale d’Administration. He spent thefirst 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:

FrenchBusiness address:

Capgemini SE,
11, rue de Tilsitt
75017 ParisFirst appointment:

2000
Expiry of term of office:2022 (Ordinary
Shareholders’ Meeting
held to approve the2021 financial
statements)

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.
Mr. Paul Hermelin brings to the Board his experience, his expertise and his in-depth knowledge of the Group
which he led for 18 years.
Mr. Paul Hermelin is also Senior Advisor with the Eurazeo Group since February 2022.
Principal office:Mr. Paul Hermelin has been Chairman of the Capgemini SE Board of Directors since May 20, 2020.

Number of shares heldat December 31, 2021:

OFFICES HELD IN 2021 OR CURRENT OFFICES AT DECEMBER 31, 2021

195,988

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:

Director of:— CAPGEMINI INTERNATIONAL BV(since March 2019)— CAPGEMINI TECHNOLOGY SERVICES INDIA
LTD (since August 2017)

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

Chairman and Chief Executive Officer of:

Chairman of the Board of Directors of:— CAPGEMINI SE* (until May 2020)— CAPGEMINI NORTH AMERICA, INC. (USA)(until May 20, 2020)— CAPGEMINI AMERICA, INC. (USA)(until May 20, 2020)

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)— CAPGEMINI SERVICE S.A.S. (until May 20, 2020)— CAPGEMINI LATIN AMERICA S.A.S.
(until May 20, 2020)

Manager of:— SCI PARIS ETOILE (until May 20, 2020)
Chief Executive Officer of:— CAPGEMINI NORTH AMERICA, INC. (USA)(until May 20, 2020)
Director of:— CGS HOLDINGS Ltd (UK) (until May 20, 2020)
Chairman of the Supervisory Board of:— CAPGEMINI N.V. (Netherlands)(until November 27, 2020)* Listed company.
** In liquidation.

CAPGEMINI

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REPORT OF THE BOARD OF DIRECTORS AND DRAFT RESOLUTIONS TO BE PRESENTED AT THE COMBINED SHAREHOLDERS’ MEETING
Resolutions presented at the Ordinary Shareholders’ Meeting

XAVIER MUSCA
Independent Director
Chairman of the Audit & Risk Committee
Member of the Strategy & CSR Committee (since May 20, 2021)
BIOGRAPHY – PROFESSIONAL EXPERIENCE

Date of birth:

February 23, 1960
Nationality:

FrenchBusiness address:

Crédit Agricole S.A.
12, place des États-Unis92120 Montrouge
First appointment:

2014
Expiry of term of office:2022 (Ordinary
Shareholders’ Meeting
held to approve the2021 financial
statements)
Number of shares heldat December 31, 2021:

1,000

A graduate of Institut d’Etudes Politiques in Paris and École Nationale d’Administration, Mr. Xavier Muscabegan 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 and was 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 thestart of the financial crisis. He was the French negotiator at IMF and World Bank meetings and coordinatedthe 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.
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.
Xavier Musca is a Knight (2009) and Officer (2022) of the Legion of Honor and of the National Order of Meritand the Order of Agricultural Merit.
Mr. Xavier Musca joined the Board of Directors of Capgemini SE on May 7, 2014. He has been a member ofthe Audit & Risk Committee (formerly the Audit Committee) since this date and was appointed Chairman
on December 7, 2016. He has been a member of the Ethics & Governance Committee since May 20, 2021.
Mr. Xavier Musca brings to the Board of Directors his management experience with a major internationalgroup and his financial expertise. He has in-depth knowledge of the financial sector, including both retailand 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 2021 OR CURRENT OFFICES AT DECEMBER 31, 2021

Director of:

Director – Vice‑Chairman of:— CAPGEMINI SE* (since May 2014)— PREDICA (since November 2012)— CA ITALIA (since 2015)

Offices held in Crédit Agricole Group:

Deputy Chief Executive Officer (since July 2012)and effective second Executive Director (since
May 2015) of:— CREDIT AGRICOLE S.A.* (Member of theManagement Committee – Member of the
Executive Committee)

Director of:— CA ASSURANCES (since November 2012)— CARIPARMA (ITALY) (since October 2016)
Permanent Representation of Crédit Agricole SA on
the Board of Directors of:— PACIFICA (since October 2012)

Director of:— AMUNDI S.A.* (since July 2012)7.

Chairman of the Board of Directors of:— CA CONSUMER FINANCE (since July 2015)
OTHER OFFICES HELD DURING THE LAST FIVE YEARS (OFFICES EXPIRED)
Offices held in Crédit Agricole Group:

Chairman of the Board of Directors of:

Director of:— CACI (until 2017)— AMUNDI S.A.* (until May 2021)* Listed company.

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Resolutions presented at the Ordinary Shareholders’ Meeting

FREDERIC OUDÉAIndependent Director
Lead Independent Director, Vice-Chairman and Chairman of the Ethics & Governance Committee(since May 20, 2021)
BIOGRAPHY – PROFESSIONAL EXPERIENCE

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

Date of birth:

July 3, 1963
Nationality:

FrenchBusiness address:

Tours Société Générale,
75886 Paris Cedex 18
First appointment:

2018
Expiry of term of office:2022 (Ordinary
Shareholders’ Meeting
held to approve the2021 financial
statements)

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 Officeof the Minister of Budget and Communication). In 1995, he joined Société Générale and in 1996 he wasappointed Deputy Head then Head of the bank’s Corporate Banking arm in London. In 1998, he became
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”).
Mr. Frédéric Oudéa has been a member of the Board of Directors of École Polytechnique since February 15,
2022.
Mr. Frédéric Oudéa is a Knight of the Legion of Honor and the National Order of Merit.
Mr. Frédéric Oudéa joined the Board of Directors of Capgemini SE on May 23, 2018 and was appointed amember of the Ethics & Governance Committee on the same date. He is Lead Independent Director, ViceChairman and Chairman of the Ethics & Governance Committee since May 20, 2021.
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.

Number of shares heldat December 31, 2021:

Principal office:

1,000

Mr. Frédéric Oudéa has been Chief Executive Officer of Société Générale since May 2015.
OFFICES HELD IN 2021 OR CURRENT OFFICES AT DECEMBER 31, 2021

Director of:

Chief Executive Officer of:— CAPGEMINI SE* (since May 2018)— SOCIÉTÉ GÉNÉRALE* (since May 2015)

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

N/A* Listed company.

7.

CAPGEMINI

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Resolutions presented at the Ordinary Shareholders’ Meeting

THIRTEENTH RESOLUTION

Appointment of Ms. Maria Ferraro as a director
At the recommendation of the Board of Directors, the Shareholders’Meeting, voting in accordance with quorum and majority rules for
Ordinary Shareholders’ Meetings, appoints Ms. Maria Ferraro as adirector for a period of four years. This term of office will expire at
the close of the Ordinary Shareholders’ Meeting held to approve
the financial statements for the year ending December 2025.

FOURTEENTH RESOLUTION

Appointment of Mr. Olivier Roussat as a director
At the recommendation of the Board of Directors, the Shareholders’Meeting, voting in accordance with quorum and majority rules for
Ordinary Shareholders’ Meetings, appoints Mr. Olivier Roussat as adirector for a period of four years. This term of office will expire at
the close of the Ordinary Shareholders’ Meeting held to approve
the financial statements for the year ending December 2025.

FIFTEENTH RESOLUTION

Renewal of the term of office of Mr. Paul Hermelin as a director
At the recommendation of the Board of Directors, the Shareholders’Meeting, voting in accordance with quorum and majority rules for
Ordinary Shareholders’ Meetings, renews for a four-year period
the term of office of Mr. Paul Hermelin as a director, which expires

at the close of this Shareholders’ Meeting. This term of office will
expire at the close of the Ordinary Shareholders’ Meeting held toapprove the financial statements for the year ending December 2025.

SIXTEENTH RESOLUTION

Renewal of the term of office of Mr. Xavier Muscat as a director
At the recommendation of the Board of Directors, the Shareholders’Meeting, voting in accordance with quorum and majority rules for
Ordinary Shareholders’ Meetings, renews for a four-year period
the term of office of Mr. Xavier Musca as a director, which expires

at the close of this Shareholders’ Meeting. This term of office will
expire at the close of the Ordinary Shareholders’ Meeting held toapprove the financial statements for the year ending December 2025.

SEVENTEENTH RESOLUTION

Renewal of the term of office of Mr. Frédéric Oudéa as a director
At the recommendation of the Board of Directors, the Shareholders’Meeting, voting in accordance with quorum and majority rules for
Ordinary Shareholders’ Meetings, renews for a four-year period theterm of office of Mr. Frédéric Oudéa as a director, which expires

at the close of this Shareholders’ Meeting. This term of office will
expire at the close of the Ordinary Shareholders’ Meeting held toapprove the financial statements for the year ending December 2025.

PRESENTATION OF THE 18th RESOLUTIONSHARE BUYBACK PROGRAM
Overview

7.

We ask you to authorize the Board of Directors to buy back sharesof the Company for the objectives and in accordance with theconditions presented in the draft resolution.
Use of the authorization granted in 2021
Shareholders are reminded that last year, the Ordinary Shareholders’Meeting of May 20, 2021 renewed the authorization granted to
the Company to buy back its shares under certain conditions. Thisauthorization was used in 2021 in connection with the liquidity
contract entered into with Kepler Cheuvreux and more generally as
part of the continued purchase by the Company of its own shares.
The liquidity contract seeks to improve the liquidity of theCapgemini share and to allow more regular quotations. In 2021,
under this contract, a total of 390,487 shares were purchasedon behalf of Company, representing 0.23% of the share capitalat December 31, 2021, at an average price of €154.32 per share.
During the same period, 407,487 Capgemini shares were sold,representing 0.24% of the share capital at December 31, 2021, at
an average price of €156.80 per share. At the year-end, the liquidity
account presented a balance of 3,964 shares (0.01% of the sharecapital) and approximately €28 million.

362

In addition, the Company continued to purchase its own sharesin 2021. Excluding the liquidity contract, the Company held
386,045 of its own shares at December 31, 2021, following thevarious transactions described below:— purchase of 1,064,097 shares representing 0.62% of theshare capital at December 31, 2021, at an average price of€187.95 per share;— transfer of 993,744 shares to employees under the free share
grant plan.
Trading fees (excluding VAT) and the financial transaction tax
totaled €724,842 in 2021.
At December 31, 2021, excluding the liquidity contract, all
386,045 treasury shares held, representing 0.22% of the Company’s
share capital, were allocated to the grant or sale of shares to
employees and/or corporate officers.
Finally, it is noted that during fiscal year 2021, treasury shares
held by the Company were not reallocated between the different
objectives.

2021 UNIVERSAL REGISTRATION DOCUMENTREPORT OF THE BOARD OF DIRECTORS AND DRAFT RESOLUTIONS TO BE PRESENTED AT THE COMBINED SHAREHOLDERS’ MEETING
Resolutions presented at the Ordinary Shareholders’ Meeting

As part of the active management of the share capital, the Boardof Directors decided on February 12, 2020 to authorize a new
multi-year share buyback program of an amount of €600 million(the “2020 Multi-year Share Buyback Program”), in continuity
with the multi-year share buyback program previously authorized
in February 2016 for an initial amount of €600 million and increasedby €500 million by the Board of Directors on December 7, 2016 (the“2016 Multi-year Share Buyback Program”). The terms of these
two multi-year share buyback programs fall within the scope of
the authorization granted by the Shareholders’ Meeting of May 20,
2021 and any subsequent authorization, such as the one submitted
for approval in the 18th resolution.
Following share buybacks in 2021, the 2016 Multi-year Share Buyback
Program was used in full and €450 million remained available underthe 2020 Multi-year Share Buyback Program at December 31, 2021.
In addition, as part of the active management of shareholder
dilution related to the employee share ownership plan (“ESOP2021”), the Board of Directors, at its meeting of June 16 and 17,
2021, authorized additional share buybacks supplementing the2016 Multi-year Share Buyback Program and the 2020 Multi-year
Share Buyback Program, for a maximum amount of €760 million
and within the limit of 4 million shares (the “ESOP 2021 SpecificShare Buyback Program”) exclusively for the purpose of cancelingshares thus acquired. This additional amount may be used withina period of twelve months from June 16 and 17, 2021, subject tothe adoption of the 18th resolution submitted for your approval.

During fiscal year 2021, shares buybacks by the Company outside
the liquidity contract were performed either under the 2016
Multi-year Share Buyback Program or the 2020 Multi-year Share
Buyback Program. The ESOP 2021 Specific Share Buyback Program
has not yet been used at December 31, 2021.
New authorization requested in 2022
As in previous years, the new resolution submitted for approval
provides for the buy back by the Company of its own shares up to
the statutory limit of 10% of the share capital at the date of such
purchases, and a maximum number of treasury shares held after
such purchases not exceeding 10% of the amount of the Company’s
share capital at any time. The maximum purchase price will be set
at €350 per share. The Company envisages using this authorization
primarily in the context of the 2020 Multi-year Share Buyback
Program and, where applicable, any new multi-year program that
may succeed it, as well as for the ESOP 2021 Specific Share Buyback
Program and, where applicable, any potential management ofshareholder dilution under a new employee share ownership plan.
The acquisition, disposal and transfer transactions may be carriedout by any means in accordance with prevailing laws and regulations– including through the use of derivative instruments or by meansof a block purchase or transfer of shares – and be carried out at
any time, except during public offers for the company’s shares.
This authorization is granted for a limited period of 18 months.

EIGHTEENTH RESOLUTION

Authorization of a share buyback program
The Shareholders’ Meeting, voting in accordance with quorum andmajority rules for Ordinary Shareholders’ Meetings, and having readthe Board of Directors’ report, authorizes the Board of Directors,
with the power of sub-delegation to the extent authorized by law
and in accordance with Articles L. 225-210 et seq. and L. 22-10-62
et seq. of the French Commercial Code, to purchase or arrange
the purchase of the company’s shares, particularly with a view to:— the grant or sale of shares to employees and/or corporate
officers (on the terms and by the methods provided bylaw), in particular with a view to the grant of free sharespursuant to the provisions of Articles L. 225-197-1 et seq.
and L. 22-10-59 et seq. of the French Commercial Code,the grant or sale of shares to employees under the French
statutory profit-sharing scheme or the implementation of
any company or group savings plan (or similar plan) on theterms provided by law, in particular Articles L. 3332-1 et seq.
of the French Labor Code (Code du travail), and generally,honoring all obligations relating to share option programs
or other share grants to employees or corporate officersof the Company or a related company, or to permit thehedging of a structured employee share ownership plan bya bank, or entity controlled by a bank within the meaning of
Article L. 233-3 of the French Commercial Code, acting at theCompany’s request; or— the delivery of shares on the exercise of rights attached tosecurities granting access to the share capital by redemption,
conversion, exchange, presentation of a warrant or any othermeans; or— the cancellation of some or all of the shares purchased; or— the delivery of shares (in exchange, as payment, or otherwise)in connection with acquisitions, mergers, demergers or
asset-for-share exchanges; or

CAPGEMINI— the management of the secondary market or maintenanceof the liquidity of the Capgemini share by an investment
services provider under a liquidity contract that complies
with market practices accepted by the Autorité des marchés
financiers (AMF – the French Financial Markets Authority).
This program is also intended to enable the implementation ofany market practice that may be permitted by the French Financial
Markets Authority (AMF) and more generally the carrying out ofany transaction that complies with prevailing regulations. In suchcases, the Company will inform its shareholders by means of apress release.
Purchases of the Company’s own shares may be made such that, atthe date of each purchase, the total number of shares acquired by
the Company since the beginning of the buyback program (including
the shares subject to the current purchase) does not exceed 10%of the shares comprising the Company’s share capital at that date(including transactions impacting the share capital and performed
after this Shareholders’ Meeting), it being stipulated that (i) the
number of shares purchased with a view to their retention orpresentation in a merger, demerger or asset-for-share exchangetransaction may not exceed 5% of the Company’s share capital;and (ii) where the shares are repurchased to improve liquidity
on the terms set out in the French Financial Markets Authority(AMF) general regulations, the number of shares taken into
account in calculating the above 10% limit will be the number ofshares purchased minus the number of shares resold during theauthorization period. Pursuant to the law, the number of shares
held at a given date may not exceed 10% of the Company’s sharecapital at that date.
Acquisitions, sales and transfers of shares may be performed at
any time other than during the period of a public offer for thecompany’s shares, subject to the limits authorized by prevailinglaws and regulations, and by any means, and particularly on
regulated markets, via a multilateral trading facility or systematicinternalizer or over the counter, including by block purchases orsales, by public offer for cash or shares or using options or other

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Resolutions presented at the Extraordinary Shareholders’ Meeting

forward financial instruments traded on regulated markets, via a
multilateral trading facility or systematic internalizer or over thecounter, either directly or through an investment services provider,
or in any other manner (with no limit on the portion of the sharebuyback program carried out by each of these means).
The maximum purchase price of shares purchased pursuant to thisresolution will be €350 per share (or the equivalent at the samedate in any other currency or currency unit established by reference
to more than one currency). The Shareholders’ Meeting delegatesto the Board of Directors powers to adjust the aforementioned
maximum purchase price in the event of a change in the par valueof the share, a share capital increase by capitalizing reserves, afree share grant, a stock split or reverse stock split, a distributionof reserves or any other assets, a share capital redemption, or any
other transaction impacting share capital, to take account of the
impact of such transactions on the value of the shares.
The total amount allocated to the share buyback program authorized
above may not exceed €6,030 million.
The Shareholders’ Meeting confers full powers on the Board of
Directors, with the power of sub-delegation to the extent authorized

by law, to decide and implement this authorization and if necessary
to specify the conditions and determine the terms thereof, toimplement the share buyback program, and in particular to placestock market orders, enter into any agreement, allocate or reallocate
purchased shares to desired objectives subject to applicable legal
and regulatory conditions, set any terms and conditions that may
be necessary to preserve the rights of holders of securities or otherrights granting access to the share capital in accordance with legal
and regulatory provisions and, where applicable, any contractual
terms stipulating other cases where adjustment is necessary, tomake declarations to the Autorité des marchés financiers (AMF –the French Financial Markets Authority) or any other competentauthority, to accomplish all other formalities and generally do allthat is necessary.
This authorization is granted for a period of eighteen months asfrom the date of this Shareholders’ Meeting.
It supersedes from this date, in the amount of any unused portion,
the authorization granted by the 16th resolution adopted by the
Shareholders’ Meeting of May 20, 2021.

7.2 Resolutions presented at the Extraordinary
Shareholders’ Meeting
PRESENTATION OF THE 19th RESOLUTION

AMENDMENT OF ARTICLE 11, PARAGRAPH 2), OF THE COMPANY’S BYLAWS
Overview

The 19th resolution asks shareholders to amend Article 11, paragraph2), of the Company’s bylaws regarding the number of Company
shares that Directors must hold throughout their term of office.
It is recalled that Article 11, paragraph 2), of the Company’s bylaws
currently requires each Director to hold at least one 1,000 Company
shares throughout their term of office.
At the end of February 2022, this represented an investment ofaround €190,000 (at a reference share price of €190), more than
twice the average compensation of Directors having sat at least
12 months on the Board of Directors in fiscal year 2021.

In this context, shareholders are asked to reduce the number ofshares to be held by each Director from 1,000 to 500, in line with
the AFEP-MEDEF Code which provides for a material holding withregard to compensation granted. The number of shares to be heldby directors if this amendment is approved would, therefore, beclose to one year’s average annual compensation.
The amendment to the bylaws submitted for your authorization
pursuant to the 19th resolution is presented below and would takeeffect at the end of the Shareholders’ Meeting of May 19, 2022.

NINETEENTH RESOLUTION

Amendment of Article 11, paragraph 2), of the Company’s bylaws

7.

The Shareholders’ Meeting, voting in accordance with quorum andmajority rules for Extraordinary Shareholders’ Meetings, and having

read the Board of Directors’ report, resolves to amend Article 11,
paragraph 2, of the Company’s bylaws as follows:(Former wording)(Proposed new wording)

2) Each director must hold at least one thousand (1,000) Company
shares throughout their term of office. This obligation does
not apply to directors representing employees or employee
shareholders appointed in accordance with the law or thesebylaws.

2) Each director must hold at least five hundred (500) one thousand(1,000) Company shares throughout their term of office. Thisobligation does not apply to directors representing employees
or employee shareholders appointed in accordance with thelaw or these bylaws.

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2021 UNIVERSAL REGISTRATION DOCUMENTREPORT OF THE BOARD OF DIRECTORS AND DRAFT RESOLUTIONS TO BE PRESENTED AT THE COMBINED SHAREHOLDERS’ MEETING
Resolutions presented at the Extraordinary Shareholders’ Meeting

PRESENTATION OF THE 20 th RESOLUTIONAUTHORIZATION TO CANCEL TREASURY SHARES
Overview

It is recalled that the Shareholders’ Meeting of May 20, 2020
authorized the Board of Directors to cancel, up to a maximum of
10% of the share capital, on one or several occasions, at its sole
discretion, all or some of the treasury shares held by the Company
or that it comes to hold pursuant to Article L. 22-10-62 et seq. of theFrench Commercial Code and to reduce the share capital accordingly.

Shareholders are asked to renew for a period of 26 months theauthorization granted to the Board of Directors to cancel sharesbought back up to a maximum of 10% of the share capital by
24-month period, this 10% limit applying to a share capital amountadjusted for any transactions performed after the date of the
Shareholders’ Meeting.

This authorization was not used in 2021.

TWENTIETH RESOLUTION

Authorization to the Board of Directors, for a period of twenty-six months, to cancel shares bought back by
the Company under the share buyback programs
The Shareholders’ Meeting, voting in accordance with quorum andmajority rules for Extraordinary Shareholders’ Meetings, and having
read the Board of Directors’ report and the Statutory auditors’
special report, authorizes the Board of Directors to reduce theshare capital, on one or more occasions, in the proportions and at
the times it sees fit, by cancellation of whatever number of treasury
shares it decides up to the limits authorized by law, in accordancewith Articles L. 22-10-62 et seq. of the French Commercial Code.
At the date of each cancellation, the maximum number of sharescanceled by the Company during the twenty-four month period
preceding such cancellation, including the shares subject to thecurrent cancellation, may not exceed 10% of the shares comprising
the Company’s share capital at that date, this limit being applied to ashare capital amount adjusted to reflect any transactions impacting
the share capital subsequent to this Shareholders’ Meeting.

The Shareholders’ Meeting confers full powers on the Board of
Directors, with the power of sub-delegation, to carry out suchcancellation(s) and reduction(s) of share capital as may be performed
pursuant to this authorization, to deduct from additional paid-in
capital or the distributable reserves of its choice the difference
between the purchase price of the canceled shares and their parvalue, to allocate the portion of the legal reserve that becomes
available as a result of the capital reduction, to amend the bylaws
accordingly and to carry out all necessary formalities.
This authorization is granted for a period of twenty-six months asfrom the date of this Shareholders’ Meeting.
The Shareholders’ Meeting takes due note that this authorization
supersedes from this date, in the amount of any unused portion,
the authorization granted by the 22nd resolution adopted by the
Shareholders’ Meeting of May 20, 2020.

PRESENTATION OF THE 21st TO 27th RESOLUTIONSFINANCIAL AUTHORIZATIONS
Overview

Financial authorizations requested in 2022
1. Resolutions 21 to 27 are all intended to give the Boardof Directors powers to make certain decisions regarding
increasing the Company’s share capital. The aim of thesefinancial authorizations is to give the Board of Directors
flexibility in its choice of potential issue, and to enable it, at
the appropriate time, to adapt the nature of the financial
instruments issued to the Company’s needs and conditions
in French or international financial markets.
2. These resolutions may be split into two main categories:
those that would result in share capital increases withretention of pre-emptive subscription rights, and those thatwould result in share capital increases with cancellation ofpre-emptive subscription rights.
All share capital increases for cash entitle existing shareholders
to a “pre-emptive subscription right”, which is detachable andmay be traded during the subscription period. For a periodof at least five trading sessions after the opening of thesubscription period, each shareholder has the right to subscribe
for a quantity of new shares proportionate to his/her existing
interest in the share capital.

CAPGEMINI

In some of these resolutions, the Board of Directors requests
your authorization to cancel this pre-emptive subscription right.
Depending on market conditions and the type of securities
issued, it may be preferable, or even necessary to cancel
pre-emptive subscription rights in order for the securities tobe placed on the best possible terms, particularly when speed
is essential to the success of an issue.
3. It is stipulated that the authorizations requested are inline with market practices. They are indeed subject tolimits covering their validity and issue ceilings. Firstly, eachauthorization is granted for a limited period. In addition,
the Board of Directors may only increase the share capital
up to strictly defined ceilings, above which the Board of
Directors cannot increase the share capital again without
calling a new Shareholders’ Meeting. They consist mainly of acommon overall ceiling of €540 million (i.e. nearly 40% of theCompany’s share capital at December 31, 2021) applicable toall share capital increases by issuing shares and/or securities
granting access to the share capital, and a sub-ceiling of€135 million (i.e. nearly 10% of the Company’s share capital at
December 31, 2021) common to all share capital increases by
issuing shares and/or securities granting access to the sharecapital with cancellation of pre-emptive subscription rights.

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Furthermore, the 21st to 27th resolutions may not be used by the
Board of Directors following a public offer for the company’s shares
until the end of the offer period (unless specifically authorized bya Shareholders’ Meeting).
4. In addition to the possibility to issue shares (excluding
preference shares), these financial authorization provide
the ability, where applicable, to issue all types of securities
governed by Articles L. 228-92, paragraph 1, L. 228-93,
paragraphs 1 and 3 or L. 228-94, paragraph 2, of theFrench Commercial Code granting access, immediately orin the future, at any time or at fixed dates, by subscription,
conversion, exchange, redemption, presentation of awarrant or any other means, to the share capital (including
equity securities granting rights to the allocation of debt
instruments) of the Company or other companies (including
companies in which the Company owns directly or indirectly
more than half the share capital).

5. Should the Board of Directors use a delegation of authority
or powers granted by the Shareholders’ Meeting, it would
prepare at the time of its decision, where applicable andin accordance with the law and regulations, an additional
report describing the definitive terms and conditions of
the transaction and indicating its impact on the position ofholders of equity instruments or securities granting accessto the share capital, in particular with respect to their sharein equity. This report and, where applicable, the Statutory
auditors’ report would be made available to holders ofequity instruments and securities granting access to theshare capital and brought to the attention of the next
Shareholders’ Meeting.
6. Details of the purpose and terms and conditions of issues ofshares and/or securities granting access to the share capitalare presented below in the report on each of the 21st to 27th
resolutions.
Use of the authorizations granted previously
It is recalled that the Board of Directors did not make use of theprevious financial authorizations granted by the Shareholders’Meeting of May 20, 2020 under the 23rd to 29th resolutions.

PRESENTATION OF THE 21st RESOLUTIONSHARE CAPITAL INCREASE BY CAPITALIZING ADDITIONAL PAID-IN CAPITAL, RESERVES, PROFITS OR ANYOTHER AMOUNTS
Overview

This resolution asks shareholders to authorize the Board of
Directors to increase the share capital, on one or more occasions,by capitalizing additional paid-in capital, reserves, profits or any
other amounts, up to a maximum par value amount of €1.5 billion,
an independent ceiling separate from the ceilings set in the other
resolutions presented to this Shareholders’ Meeting.
Added to this ceiling will be the par value amount of any shares
to be issued to preserve, in accordance with legal and regulatory
provisions and, where applicable, any contractual terms stipulatingother cases where adjustment is necessary, the rights of holdersof securities or other rights granting access to the share capital.
This transaction would lead to the issue of new equity securities
or an increase in the par value of existing equity securities or a
combination of both methods.
This delegation of authority would be granted for a period oftwenty-six months.
This delegation would supersede that granted by the 23rd resolution
adopted by the Shareholders’ Meeting of May 20, 2020.

TWENTY-FIRST RESOLUTION

Delegation of authority to the Board of Directors, for a period of twenty-six months, to increase the sharecapital by a maximum par value amount of €1.5 billion by capitalizing additional paid-in capital, reserves,profits or any other amounts

7.

The Shareholders’ Meeting, voting in accordance with quorum
and majority rules for Ordinary Shareholders’ Meetings, having
read the Board of Directors’ report and in accordance with Articles
L. 225-129-2, L. 225-130 and L. 22-10-50 of the French Commercial
Code:
1. delegates to the Board of Directors, with the power of
sub-delegation to the extent authorized by law, its authority
to decide share capital increases, on one or more occasions,in the proportions and at the times it sees fit, by capitalizing
additional paid-in capital, reserves, profits or any otheramounts that may be converted into share capital under thelaw and the Company’s bylaws and by issuing new shares orincreasing the par value of existing equity instruments or by
a combination of both methods;
2. resolves that the maximum par value amount of share capitalincreases performed pursuant to this delegation is set at€1.5 billion or the equivalent in any other currency or currency
unit established by reference to more than one currency, it
being stipulated that this ceiling will be increased, whereapplicable, by the par value amount of shares to be issued topreserve, in accordance with legal and regulatory provisions

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and, where applicable, any contractual terms stipulatingother cases where adjustment is necessary, the rights ofholders of securities or other rights granting access to theshare capital;
3. in the event the Board of Directors uses this delegationof authority, delegates to the Board full powers, with thepower of sub-delegation to the extent authorized by law, toimplement this delegation, and in particular to:— determine the amount and nature of sums to becapitalized, set the number of new equity instruments to
be issued and/or the amount by which the par value ofexisting equity instruments will be increased and decide
the date, which may be retroactive, from which the newequity instruments will rank for dividends or the increasein the par value of existing equity instruments will takeeffect;— decide in the event of a free grant of equity instrumentsthat fractional rights will not be negotiable or transferable
and that the corresponding equity instruments will besold in accordance with the methods determined by
the Board of Directors, it being stipulated that the sale2021 UNIVERSAL REGISTRATION DOCUMENTREPORT OF THE BOARD OF DIRECTORS AND DRAFT RESOLUTIONS TO BE PRESENTED AT THE COMBINED SHAREHOLDERS’ MEETING
Resolutions presented at the Extraordinary Shareholders’ Meeting

and allocation of the sales proceeds must be performed
within the time period set by Article R. 225-130 of theFrench Commercial Code;financial administration of securities issued by virtueof this delegation and for the exercise of the rights
attached thereto;— set, in accordance with legal and regulatory provisions
and, where applicable, any contractual provisions
stipulating other additional methods of preservation,
terms enabling the preservation, where applicable, of
the rights of holders of securities or other rights granting
access to the share capital (including by means of cash
adjustments);

4. resolves that the Board of Directors may not, without
prior authorization of a Shareholders’ Meeting, use thisdelegation of authority following a third party public offer
for the company’s shares, until the end of the offer period;— duly record completion of each share capital increase andmake the corresponding amendments to the bylaws;— generally, enter into all agreements, take all measuresand accomplish all formalities for the issue, listing and

5. grants this delegation of authority for a period of twenty-six
months as from the date of this Shareholders’ Meeting;
6. takes due note that this delegation supersedes from thisdate, in the amount of any unused portion, the delegation
granted by the 23rd resolution adopted by the Shareholders’Meeting of May 20, 2020.

PRESENTATION OF THE 22nd RESOLUTIONSHARE CAPITAL INCREASE WITH RETENTION OF PRE-EMPTIVE SUBSCRIPTION RIGHTS
Overview

This resolution asks shareholders to authorize the Board of
Directors to increase the share capital, on one or more occasions,by issuing shares of the Company (excluding preference shares),and/or securities granting access, immediately or in the future, tothe share capital of the Company or other companies.
The maximum par value amount of share capital increases that
may be carried out under this delegation is set at €540 million, it
being stipulated that this amount will count towards the overall
ceiling applicable to all share capital increases by issuing shares
and/or securities granting access to the share capital that may be
carried out under this delegation and those delegations grantedby the 23rd , 24th , 25th , 26th and 27th resolutions.
Should debt instruments be issued to accompany the aforementioned
share capital increases, the nominal amount of such issues may
not exceed €18.2 billion, it being stipulated that this amount willcount towards the overall ceiling applicable to all issues of debt

instruments that may be carried out under this delegation andthose delegations granted by the 23rd , 24th , 25th , 26th and 27th
resolutions.
Added to these ceilings will be the par value amount of any shares
to be issued to preserve, in accordance with legal and regulatory
provisions and, where applicable, any contractual terms stipulatingother cases where adjustment is necessary, the rights of holdersof securities or other rights granting access to the share capital.
The issue price of shares and securities granting access to theshare capital, immediately or in the future, will be set by the Boardof Directors.
This delegation of authority would be granted for a period oftwenty-six months.
This delegation would supersede that granted by the 24th resolution
adopted by the Shareholders’ Meeting of May 20, 2020.

TWENTY-SECOND RESOLUTION

Delegation of authority to the Board of Directors, for a period of twenty-six months, to issue, with retentionof pre-emptive subscription rights, ordinary shares and/or securities granting access to the Company’s sharecapital, immediately or in the future
The Shareholders’ Meeting, voting in accordance with quorum andmajority rules for Extraordinary Shareholders’ Meetings, having
read the Board of Directors’ report and the Statutory auditors’
special report and in accordance with Articles L. 225-129 et seq. of
the French Commercial Code and particularly Articles L. 225-129,
L. 225-129-2, L. 225-132 to L. 225-134 and L. 228-91 et seq. of theFrench Commercial Code:
1. delegates to the Board of Directors, with the powerof sub-delegation to the extent authorized by law, its
authority to decide a share capital increase with retention ofpre-emptive subscription rights, on one or more occasions,in France or abroad, in the proportions and at the times itsees fit, in euros or in any other currency or currency unit
established by reference to more than one currency, with orwithout a share premium, whether for valuable consideration
or without consideration, by issuing (i) shares of the Company(excluding preference shares), and/or (ii) securities governed
by Articles L. 228-92 paragraph 1, L. 228-93 paragraphs 1 and3 or L. 228-94 paragraph 2 of the French Commercial Code
granting access, immediately or in the future, at any timeor at fixed dates, by subscription, conversion, exchange,
redemption, presentation of a warrant or any other means,to the share capital (including equity securities granting

CAPGEMINI

rights to the allocation of debt instruments) of the Company
or other companies (including companies in which theCompany owns directly or indirectly more than half the sharecapital), it being stipulated that the shares may be paid-up in
cash, by offset of debt, or by capitalizing reserves, profits oradditional paid-in capital;
2. resolves to set the following limits on authorized sharecapital increases in the event of use by the Board of Directorsof this delegation of authority:— the maximum par value amount of share capital increases
that may be carried out under this delegation is set at€540 million or the equivalent in any other currency or
currency unit established by reference to more than one
currency, it being stipulated that the maximum aggregate
par value amount of increases in the Company’s sharecapital made under this delegation and under thosedelegations granted by the 23rd, 24th, 25th 26th and27th resolutions of this Shareholders’ Meeting is set at€540 million or the equivalent in any other currency or
currency unit established by reference to more than one
currency;

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Resolutions presented at the Extraordinary Shareholders’ Meeting— added to these ceilings will be the par value amount of
any shares to be issued to preserve, in accordance withlegal and regulatory provisions and, where applicable,
any contractual terms stipulating other cases where
adjustment is necessary, the rights of holders of
securities or other rights granting access to the sharecapital;— in the case of a share capital increase by capitalizing
additional paid-in capital, reserves, profits or any otheramounts and granting free shares during the periodof validity of this delegation, the above ceilings will be
adjusted based on the ratio between the number ofshares issued and outstanding before and after thetransaction;
3. resolves to set the following limits on authorized debt
instruments on the issue of securities representing debt
instruments granting access, immediately or in the future, tothe share capital of the Company or other companies:— the maximum nominal value of debt instruments that
may be issued immediately or in the future under thisdelegation is set at €18.2 billion or the equivalent
in any other currency or currency unit establishedby reference to more than one currency at the issue
date, it being stipulated that the maximum aggregate
nominal value of debt instruments that may be issued
under this delegation and under those delegations
granted by the 23rd, 24th, 25th, 26th and 27th resolutionsof this Shareholders’ Meeting is set at €18.2 billion or
the equivalent in any other currency or currency unit
established by reference to more than one currency;— these limits will be increased, where applicable, for any
redemption premium above par;— these limits are independent of the amount of any debt
instrument issue decided or authorized by the Boardof Directors in accordance with Articles L. 228-36-A,
L. 228-40, L. 228-92 paragraph 3, L. 228-93 paragraph
6 and L. 228-94 paragraph 3, of the French Commercial
Code;
4. in the event the Board of Directors uses this delegation of
authority:— resolves that the issue(s) will be reserved in priority
for shareholders, who may subscribe pursuant to theirpriority rights in proportion to the number of shares
owned by them at that time;— takes due note that the Board of Directors will have theoption of instituting pro-rated subscription rights;

7.

— takes due note that this delegation of authority involves
the waiver by shareholders, in favor of holders of
securities issued granting access to the Company’s sharecapital, of their pre-emptive subscription rights to theshares to which these securities will grant entitlement
immediately or in the future;— takes due note that, in accordance with Article
L. 225-134 of the French Commercial Code, if
subscriptions pursuant to priority rights and any
pro-rated subscriptions do not absorb the entire issue,
the Board of Directors may use, in the conditions
provided by law and in the order it sees fit, any or all of
the options listed below:

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–

–

–

allocate at its discretion some or all of the shares orin the case of securities granting access to the sharecapital, some or all of the securities not subscribed,
offer to the public (on the French market or on aforeign market) some or all of the shares or in thecase of securities granting access to the share capital,
some or all of the securities not subscribed,
generally limit the share capital increase to theamount of subscriptions received, provided, in thecase of issues of shares or securities where theprimary instrument is a share, that the share capitalincrease reaches at least three-quarters of theamount of the share capital increase initially decided
after the use, where applicable, of the above-two
options;— resolves that share subscription warrants may also be
issued without consideration to holders of existing
shares;
5. resolves that the Board of Directors shall have full powers,
with the power of sub-delegation to the extent authorized
by law, to implement this delegation of authority, and inparticular to:— decide the issue of shares and/or securities granting
access, immediately or in the future, to the Company’s orother company’s share capital;— determine the amount of the issue, the issue price andthe amount of any premium that may be required on
issue or, as the case may be, the amount of reserves,profits or any other amounts to be incorporated in theshare capital;— determine the dates and terms of the issue and thenature, number and characteristics of the shares and/or
securities to be issued;— for issues of debt instruments, set all the terms andconditions of these securities (particularly their term,
which may or may not be fixed, whether they aresubordinated and their remuneration) and amend,
during the life of these securities, the above terms andconditions, in compliance with applicable formalities;— determine the way in which shares will be paid-up;— set the terms, where applicable, for the exercise of rights(rights to conversion, exchange or redemption, including
the delivery of Company assets such as treasury sharesor securities already issued by the Company, as the casemay be) attached to shares or securities granting accessto the share capital, and in particular set the date, which
may be retroactive, from which the new shares will rankfor dividend, and all other terms and conditions for thecompletion of the share capital increase;— set the terms on which the Company, where applicable,
will have the option of purchasing or exchanging
securities granting access to the share capital on thestock market, at any time or during specified periods,
whether or not such purchase or exchange is performed
with a view to cancellation in accordance with legal
provisions;— provide for the possibility of suspending the exerciseof the rights attached to shares or securities granting
access to the share capital in accordance with legal andregulatory provisions;2021 UNIVERSAL REGISTRATION DOCUMENTREPORT OF THE BOARD OF DIRECTORS AND DRAFT RESOLUTIONS TO BE PRESENTED AT THE COMBINED SHAREHOLDERS’ MEETING
Resolutions presented at the Extraordinary Shareholders’ Meeting— at its sole discretion, offset share issue costs against therelated premiums and deduct from such premiums thesums necessary to increase the legal reserve;— determine and make all adjustments to take account of
the impact of transactions in the share capital or equityof the Company, in particular in the event of a change
in the par value of the share, a share capital increase bycapitalizing reserves, profits or additional paid-in capital(or any other amounts), a free share grant, a stock split orreverse stock split, a distribution of dividends, reserves,
additional paid-in capital or any other assets, a sharecapital redemption, or any other transaction impacting
share capital or equity (including in the case of a public
offer for the company’s shares and/or a change incontrol) and set, in accordance with legal and regulatory
provisions and, where applicable, any contractual
provisions stipulating other additional methods ofpreservation, all terms enabling the preservation, whereapplicable, of the rights of holders of securities or otherrights granting access to the share capital (including bymeans of cash adjustments);— duly record completion of each share capital increase andmake the corresponding amendments to the bylaws;— generally, enter into all agreements, in particular toachieve the successful completion of the issue, take allmeasures and accomplish all formalities for the issue,
listing and financial administration of securities issued byvirtue of this delegation and for the exercise of the rights
attached thereto;
6. takes due note that, in the event the Board of Directors
uses the delegation of authority granted pursuant to thisresolution, the Board of Directors will report to the next
Ordinary Shareholders’ Meeting, in accordance with thelaw and regulations, on the use made of the authorizations
conferred in this resolution;
7.

resolves that the Board of Directors may not, without
prior authorization of a Shareholders’ Meeting, use thisdelegation of authority following a third party public offer
for the company’s shares, until the end of the offer period;

8. grants this delegation of authority for a period of twenty-six
months as from the date of this Shareholders’ Meeting;
9. takes due note that this delegation supersedes from thisdate, in the amount of any unused portion, the delegation
granted by the 24th resolution adopted by the Shareholders’Meeting of May 20, 2020.

PRESENTATION OF THE 23rd RESOLUTIONSHARE CAPITAL INCREASE WITH CANCELLATION OF PRE-EMPTIVE SUBSCRIPTION RIGHTS BY WAY OF
PUBLIC OFFERS OTHER THAN THOSE REFERRED TO IN ARTICLE L. 411-2 1° OF THE FRENCH MONETARY AND
FINANCIAL CODE
Overview

This resolution asks shareholders to authorize the Board of Directors
to increase the share capital, on one or more occasions, by issuingshares of the Company (excluding preference shares), and/or
securities granting access, immediately or in the future, to theshare capital of the Company or other companies, with cancellationof pre-emptive subscription rights, by way of public offers otherthan those referred to in Article 411-2 1° of the French Monetaryand Financial Code. Such securities may be issued in particular as
consideration for securities meeting the conditions laid down in
Article L. 22-10-54 of the French Commercial Code that may becontributed to the Company in connection with a public exchange
offer initiated by the Company in France or abroad under local rules(for example in connection with a “reverse merger” or a “schemeof arrangement”).
This delegation would also allow the Board of Directors to decideissues of shares or securities granting access to the Company’s
share capital to be carried out further to the issue, by companies
in which the Company directly or indirectly owns more than half
the share capital, of securities granting access to the Company’s
share capital.
Pursuant to this resolution, you are asked to cancel pre-emptive
subscription rights. Depending on market conditions, the nature ofinvestors concerned by the issue and the type of securities issued,
it may be preferable, or even necessary to cancel pre-emptive
subscription rights in order for the securities to be placed on thebest possible terms, particularly when speed is essential to thesuccess of an issue. The Board of Directors may, nonetheless, decideto grant shareholders a priority subscription period pursuant to
Article L. 22-10-51 of the French Commercial Code.

CAPGEMINIThe maximum par value amount of share capital increases that
may be carried out under this delegation is set at €135 million, it
being stipulated that this amount will count towards the overall
ceiling applicable to all share capital increases by issuing shares
and/or securities granting access to the share capital.
Should debt instruments be issued to accompany the aforementioned
share capital increases, the nominal amount of such issues may
not exceed €6.1 billion, it being stipulated that this amount willcount towards the overall ceiling applicable to all issues of debt
instruments in the case of share capital increases by issuing shares
and/or securities granting access to the share capital.
Added to these ceilings will be the par value amount of any shares
to be issued to preserve, in accordance with legal and regulatory
provisions and, where applicable, any contractual terms stipulatingother cases where adjustment is necessary, the rights of holdersof securities or other rights granting access to the share capital.
Pursuant to the provisions of Article L. 22-10-52, paragraph 1, of theFrench Commercial Code, the issue price of shares issued directly
will be at least equal to the minimum stipulated by applicableregulations at the date of the issue (currently, the weighted average
price of the Company’s share on the Euronext Paris regulated
market during the three trading days preceding the offer startdate, less 10%) after making any adjustments to that average inthe event of differences in dividend ranking dates. The issue priceof securities granting access to the share capital, immediately or in
the future, will be such that the amount received immediately by
the Company plus any amount to be received subsequently by theCompany will, for each share issued as a consequence of the issueof such securities, be at least equal to the minimum subscription
price per share set by regulations.

369

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REPORT OF THE BOARD OF DIRECTORS AND DRAFT RESOLUTIONS TO BE PRESENTED AT THE COMBINED SHAREHOLDERS’ MEETING
Resolutions presented at the Extraordinary Shareholders’ Meeting

This delegation of authority would be granted for a period oftwenty-six months.

This delegation would supersede that granted by the 25th resolution
adopted by the Shareholders’ Meeting of May 20, 2020.

TWENTY-THIRD RESOLUTION

Delegation of authority to the Board of Directors, for a period of twenty-six months, to issue, withcancellation of pre-emptive subscription rights, ordinary shares and/or securities granting access,
immediately or in the future, to the Company’s share capital by way of public offers other than thosereferred to in Article L. 411-2 1° of the French Monetary and Financial CodeThe Shareholders’ Meeting, voting in accordance with quorum andmajority rules for Extraordinary Shareholders’ Meetings, having
read the Board of Directors’ report and the Statutory auditors’
special report and in accordance with Articles L. 225-129 et seq. of
the French Commercial Code and particularly Articles L. 225-129,
L. 225-129-2, L. 225-135, L. 225-136 and the provisions of Articles
L. 22-10-51, L. 22-10-52, L. 22-10-54 and L. 228-91 et seq. of theFrench Commercial Code:
1. delegates to the Board of Directors, with the power of
sub-delegation to the extent authorized by law, its authority
to decide a share capital increase with cancellation ofpre-emptive subscription rights, by way of public offers
other than those referred to in Article L. 411-2-1° of theFrench Monetary and Financial Code, on one or more
occasions, in France or abroad, in the proportions and at
the times it sees fit, in euros or in any other currency or
currency unit established by reference to more than one
currency, with or without a share premium, whether for
valuable consideration or without consideration, by issuing(i) shares of the Company (excluding preference shares), and/or (ii) securities governed by Articles L. 228-92 paragraph 1,
L. 228-93 paragraphs 1 and 3 or L. 228-94 paragraph 2 of theFrench Commercial Code granting access, immediately orin the future, at any time or at fixed dates, by subscription,
conversion, exchange, redemption, presentation of awarrant or any other means, to the share capital (including
equity securities granting rights to the allocation of debt
instruments) of the Company or other companies (including
companies in which the Company owns directly or indirectly
more than half the share capital), it being stipulated thatthe shares may be paid-up in cash, by offset of debt, or bycapitalizing reserves, profits or additional paid-in capital.
Such securities may be issued in particular as consideration
for securities meeting the conditions laid down in Article
L. 22-10-54 of the French Commercial Code that may becontributed to the Company in connection with a public
exchange offer initiated by the Company in France or abroad
under local rules (for example in connection with a “reverse
merger” or a “scheme of arrangement”);

7.

2. delegates to the Board of Directors, with the power of
sub-delegation to the extent authorized by law, its authority
to decide issues of shares and/or securities granting access,directly or indirectly, to the Company’s share capital to be
carried out further to the issue, by companies in which theCompany directly or indirectly owns more than half the sharecapital, of securities granting access to the Company’s sharecapital;This decision involves the waiver by shareholders, in favor ofholders of securities that may be issued by companies of theCompany’s group, of their pre-emptive subscription rights tothe shares or securities granting access to the Company’s sharecapital to which these securities grant entitlement;

370

3. resolves to set the following limits on authorized sharecapital increases in the event of use by the Board of Directorsof this delegation of authority:— the maximum par value amount of share capital increases
that may be carried out under this delegation is set at€135 million or the equivalent in any other currency or
currency unit established by reference to more than one
currency, it being stipulated that this amount will counttowards the overall ceiling for share capital increases set
in paragraph 2 of the 22nd resolution of this Shareholders’Meeting or, as the case may be, towards any overall
ceiling stipulated by a resolution of the same kind that
may supersede said resolution during the period ofvalidity of this delegation;— added to these ceilings will be the par value amount of
any shares to be issued to preserve, in accordance withlegal and regulatory provisions and, where applicable,
any contractual terms stipulating other cases where
adjustment is necessary, the rights of holders of
securities or other rights granting access to the sharecapital;— in the case of a share capital increase by capitalizing
additional paid-in capital, reserves, profits or any otheramounts and granting free shares during the periodof validity of this delegation, the above ceilings will be
adjusted based on the ratio between the number ofshares issued and outstanding before and after thetransaction;
4. resolves to set the following limits on authorized debt
instruments on the issue of securities representing debt
instruments granting access, immediately or in the future, tothe share capital of the Company or other companies:— the maximum nominal value of debt instruments that
may be issued immediately or in the future under thisdelegation is set at €6.1 billion or the equivalent in any
other currency or currency unit established by reference
to more than one currency at the issue date, it being
stipulated that this amount will count towards theoverall ceiling set in paragraph 3 of the 22nd resolutionof this Shareholders’ Meeting or, as the case may be,
towards any overall ceiling stipulated by a resolution of
the same kind that may supersede said resolution during
the period of validity of this delegation;— these limits will be increased, where applicable, for any
redemption premium above par;— these limits are independent of the amount of any debt
instrument issue decided or authorized by the Boardof Directors in accordance with Articles L. 228-36-A,
L. 228-40, L. 228-92 paragraph 3, L. 228-93 paragraph
6 and L. 228-94 paragraph 3 of the French Commercial
Code;2021 UNIVERSAL REGISTRATION DOCUMENTREPORT OF THE BOARD OF DIRECTORS AND DRAFT RESOLUTIONS TO BE PRESENTED AT THE COMBINED SHAREHOLDERS’ MEETING
Resolutions presented at the Extraordinary Shareholders’ Meeting

5. resolves to cancel shareholders’ pre-emptive subscription
rights in respect of the securities covered by this resolution,whilst however giving the Board of Directors discretion
pursuant to Article L. 22-10-51 of the French Commercial
Code to grant shareholders, for a period and on terms to be
set by the Board of Directors in compliance with applicablelaws and regulations, and for all or part of any issue that
may be carried out, a priority subscription period that
does not give rise to negotiable rights and which must be
exercised in proportion to the quantity of shares owned byeach shareholder and which may be supplemented by anapplication to subscribe for shares on a pro-rated basis, it
being stipulated that securities not thus subscribed may beoffered to the public in France or abroad;
6. resolves that if subscriptions, including where applicable byshareholders, do not absorb the entire issue, the Board of
Directors may limit the issue to the amount of subscriptions
received, provided, in the case of issues of shares or
securities where the primary instrument is a share, that theshare capital increase reaches at least three-quarters of theamount of the issue decided;7.

takes due note that this delegation involves the express
waiver by shareholders, in favor of holders of securities
issued granting access to the Company’s share capital, of
their pre-emptive subscription rights to the shares to which
the securities will grant entitlement immediately or in the
future;

8. takes due note that, in accordance with paragraph 1 of
Article L. 22-10-52 of the French Commercial Code:— the issue price of shares issued directly will be atleast equal to the minimum stipulated by applicableregulations at the date of the issue (currently, theweighted average price of the Company’s share on
the Euronext Paris regulated market during the three
trading days preceding the date on which the price is set,less 10%) after making any adjustments to that averagein the event of differences in dividend ranking dates;— the issue price of securities granting access to the sharecapital, immediately or in the future, and the number ofshares to which conversion, redemption or more generallytransformation of each security granting access to theshare capital would confer entitlement, will be such thatthe amount received immediately by the Company plus
any amount to be received subsequently by the Company
will, for each share issued as a consequence of the issueof such securities, be at least equal to the minimum
subscription price defined in the previous paragraph;

which may or may not be fixed, whether they aresubordinated and their remuneration) and amend,
during the life of these securities, the above terms andconditions, in compliance with applicable formalities;— determine the way in which shares will be paid-up;— set the terms, where applicable, for the exercise of rights(rights to conversion, exchange or redemption, including
the delivery of Company assets such as treasury shares or
securities already issued by the Company, as the case maybe) attached to shares or securities granting access toshare capital to be issued, and in particular set the date,
which may be retroactive, from which the new shares will
rank for dividend, and all other terms and conditions forthe completion of the share capital increase;— set the terms on which the Company, where applicable,
will have the option of purchasing or exchanging
securities granting access to the share capital on thestock market, at any time or during specified periods,
whether or not such purchase or exchange is performed
with a view to cancellation in accordance with legal
provisions;— provide for the possibility of suspending the exerciseof the rights attached to shares or securities granting
access to the share capital in accordance with legal andregulatory provisions;— in the event of an issue of securities intended asconsideration for securities contributed to theCompany in connection with a public offer with an
exchange component (public exchange offer), draw
up a list of securities contributed to the exchange, set
the conditions of the issue, the exchange ratio and theamount of any cash portion to be paid, without themethod for determining the price set in paragraph 8 ofthis resolution becoming applicable, and determine theterms of the issue in connection with a public exchange
offer, or an alternative cash or exchange offer, or a single
offer to purchase or exchange the securities in question
in return for payment in securities and cash, or a principal
public cash offer or public exchange offer accompanied
by a subsidiary public exchange offer or public cash offer,
or any other form of public offer in compliance with thelaws and regulations applicable to public offers;— at its sole discretion, offset share issue costs against therelated premiums and deduct from such premiums thesums necessary to increase the legal reserve;— determine the dates and terms of the issue and thenature, number and characteristics of the shares and/or
securities to be issued;— determine and make all adjustments to take account of
the impact of transactions in the share capital or equityof the Company, in particular in the event of a change
in the par value of the share, a share capital increase bycapitalizing reserves, profits or additional paid-in capital(or any other amounts), a free share grant, a stock split orreverse stock split, a distribution of dividends, reserves,
additional paid-in capital or any other assets, a sharecapital redemption, or any other transaction impacting
share capital or equity (including in the case of a public
offer for the company’s shares and/or a change incontrol) and set, in accordance with legal and regulatory
provisions and, where applicable, any contractual
provisions stipulating other additional methods ofpreservation, all terms enabling the preservation, whereapplicable, of the rights of holders of securities or otherrights granting access to the share capital (including bymeans of cash adjustments);— for issues of debt instruments, set all the terms andconditions of these securities (particularly their term,— duly record completion of each share capital increase andmake the corresponding amendments to the bylaws;

9. resolves that the Board of Directors shall have full powers,
with the power of sub-delegation to the extent authorized
by law, to implement this delegation of authority, and inparticular to:— decide the issue of shares and/or securities granting
access, immediately or in the future, to the Company’s orother company’s share capital;— determine the amount of the issue, the issue price andthe amount of any premium that may be required on
issue or, as the case may be, the amount of reserves,profits or any other amounts to be incorporated in theshare capital;

CAPGEMINI

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REPORT OF THE BOARD OF DIRECTORS AND DRAFT RESOLUTIONS TO BE PRESENTED AT THE COMBINED SHAREHOLDERS’ MEETING
Resolutions presented at the Extraordinary Shareholders’ Meeting— generally, enter into all agreements, in particular toachieve the successful completion of the issue, take allmeasures and accomplish all formalities for the issue,
listing and financial administration of securities issued byvirtue of this delegation and for the exercise of the rights
attached thereto;
10. resolves that the Board of Directors may not, without
prior authorization of a Shareholders’ Meeting, use thisdelegation of authority following a third party public offer
for the company’s shares, until the end of the offer period;
11. takes due note that, in the event the Board of Directors

uses the delegation of authority granted pursuant to thisresolution, the Board of Directors will report to the next
Ordinary Shareholders’ Meeting, in accordance with thelaw and regulations, on the use made of the authorizations
conferred in this resolution;
12. grants this delegation of authority for a period of twenty-six
months as from the date of this Shareholders’ Meeting;
13. takes due note that this delegation supersedes from thisdate, in the amount of any unused portion, the delegation
granted by the 25th resolution adopted by the Shareholders’Meeting of May 20, 2020.

PRESENTATION OF THE 24th RESOLUTIONSHARE CAPITAL INCREASE WITH CANCELLATION OF PRE-EMPTIVE SUBSCRIPTION RIGHTS BY WAY OF
PUBLIC OFFERS REFERRED TO IN ARTICLE L. 411-2 1° OF THE FRENCH MONETARY AND FINANCIAL CODE
Overview

This resolution asks shareholders to authorize the Board of Directors
to increase the share capital, on one or more occasions, by issuingshares (excluding preference shares), and/or securities granting
access, immediately or in the future, to the share capital of theCompany or other companies, with cancellation of pre-emptive
subscription rights, by way of public offers referred to in Article
411-2 1° of the French Monetary and Financial Code.

Should debt instruments be issued to accompany the aforementioned
share capital increases, the nominal amount of such issues may notexceed €6.1 billion, it being stipulated that this amount will counttowards the overall ceiling applicable to issues of debt instrumentsin the context of all share capital increases by issuing shares and/or securities granting access to the share capital and the ceilingset in the previous resolution.

This delegation would enable the Company to optimize its accessto capital and benefit from the best market conditions, as thisfinancing method is both faster and simpler than a share capitalincrease by way of a public offer other than those referred to In
Article L. 411-2 1° of the French Monetary and Financial Code.
Shareholders are asked to cancel pre-emptive subscription rights toallow the Board of Directors to carry out financing transactions, inaccordance with simplified terms and conditions, by way of public
offers referred to in Article L. 411-2 1° of the French Monetary and
Financial Code.

Added to these ceilings will be the par value amount of any shares
to be issued to preserve, in accordance with legal and regulatory
provisions and, where applicable, any contractual terms stipulatingother cases where adjustment is necessary, the rights of holdersof securities or other rights granting access to the share capital.

This delegation would also allow the Board of Directors to decideissues of shares or securities granting access to the Company’s
share capital to be carried out further to the issue, by companies
in which the Company directly or indirectly owns more than half
the share capital, of securities granting access to the Company’s
share capital.
The maximum par value amount of share capital increases that may
be carried out under this delegation is set at €135 million, it being
stipulated that this amount will count towards the overall ceiling
applicable to all share capital increases by issuing shares and/or
securities granting access to the share capital and the ceiling set
in the previous resolution.

Pursuant to the provisions of Article L. 22-10-52, paragraph 1, of theFrench Commercial Code, the issue price of shares issued directly
will be at least equal to the minimum stipulated by applicableregulations at the date of the issue (currently, the weighted average
price of the Company’s share on the Euronext Paris regulated
market during the three trading days preceding the offer startdate, less 10%) after making any adjustments to that average inthe event of differences in dividend ranking dates. The issue priceof securities granting access to the share capital, immediately or in
the future, will be such that the amount received immediately by
the Company plus any amount to be received subsequently by theCompany will, for each share issued as a consequence of the issueof such securities, be at least equal to the minimum subscription
price per share set by regulations.
This delegation of authority would be granted for a period oftwenty-six months.
This delegation would supersede that granted by the 26th resolution
adopted by the Shareholders’ Meeting of May 20, 2020.

7.
TWENTY-FOURTH RESOLUTION

Delegation of authority to the Board of Directors, for a period of twenty-six months, to issue, withcancellation of pre-emptive subscription rights, ordinary shares and/or securities granting access,
immediately or in the future, to the Company’s share capital by way of public offers referred to in Article
L. 411-2 1° of the French Monetary and Financial CodeThe Shareholders’ Meeting, voting in accordance with quorum
and majority rules for Extraordinary Shareholders’ Meetings,
having read the Board of Directors’ report and the Statutory
auditors’ special report and in accordance with Articles L. 225-129
et seq. of the French Commercial Code and in particular Articles
L. 225-129, L. 225-129-2, L. 225-135, L. 225-136 and the provisions ofArticles L. 22-10-51, L. 22-10-52 and L. 228-91 et seq. of the French
Commercial Code and Article L. 411-2 1° of the French Monetaryand Financial Code:372

1. delegates to the Board of Directors, with the power of
sub-delegation to the extent authorized by law, its authority
to decide a share capital increase with cancellation ofpre-emptive subscription rights, by public offers referred
to in Article L. 411-2-1° of the French Monetary and
Financial Code, on one or more occasions, in France orabroad, in the proportions and at the times it sees fit, ineuros or in any other currency or currency unit establishedby reference to more than one currency, with or withouta share premium, whether for valuable consideration or

2021 UNIVERSAL REGISTRATION DOCUMENTREPORT OF THE BOARD OF DIRECTORS AND DRAFT RESOLUTIONS TO BE PRESENTED AT THE COMBINED SHAREHOLDERS’ MEETING
Resolutions presented at the Extraordinary Shareholders’ Meeting

without consideration, by issuing (i) shares of the Company(excluding preference shares), and/or (ii) securities governed
by Articles L. 228-92 paragraph 1, L. 228-93 paragraphs 1 and3 or L. 228-94 paragraph 2 of the French Commercial Code
granting access, immediately or in the future, at any timeor at fixed dates, by subscription, conversion, exchange,
redemption, presentation of a warrant or any other means,to the share capital (including equity securities granting
rights to the allocation of debt instruments) of the Company
or other companies (including companies in which theCompany owns directly or indirectly more than half the sharecapital), it being stipulated that the shares may be paid-up in
cash, by offset of debt, or by capitalizing reserves, profits oradditional paid-in capital;

4. resolves to set the following limits on authorized debt
instruments on the issue of securities representing debt
instruments granting access, immediately or in the future, tothe share capital of the Company or other companies:— the maximum nominal value of debt instruments that
may be issued immediately or in the future under thisdelegation is set at €6.1 billion or the equivalent in any
other currency or currency unit established by reference
to more than one currency at the issue date, it being
stipulated that this amount will count towards the ceilingset in paragraph 4 of the 23rd resolution and the overall
ceiling set in paragraph 3 of the 22nd resolution of thisShareholders’ Meeting or, as the case may be, towards
any ceilings stipulated by resolutions of the same kindthat may supersede said resolutions during the period ofvalidity of this delegation;

2. delegates to the Board of Directors, with the power of
sub-delegation to the extent authorized by law, its authority
to decide issues of shares or securities granting access,directly or indirectly, to the Company’s share capital to be
carried out further to the issue, by companies in which theCompany directly or indirectly owns more than half the sharecapital, of securities granting access to the Company’s sharecapital;This decision involves the waiver by shareholders, in favor ofholders of securities that may be issued by companies of theCompany’s group, of their pre-emptive subscription rights tothe shares or securities granting access to the Company’s sharecapital to which these securities grant entitlement;
3. resolves to set the following limits on authorized sharecapital increases in the event of use by the Board of Directorsof this delegation of authority:— the maximum par value amount of share capital increases
that may be carried out under this delegation is set at€135 million or the equivalent in any other currency or
currency unit established by reference to more than
one currency, it being stipulated that this amount willcount towards the ceiling set in paragraph 3 of the
23rd resolution and the overall ceiling set in paragraph
2 of the 22nd resolution or, as the case may be, towards
any ceilings stipulated by resolutions of the same kindthat may supersede said resolutions during the period ofvalidity of this delegation;— in all events, equity securities issued pursuant to thisdelegation may not exceed the limits set by applicableregulations at the issue date (currently 20% of the sharecapital per year);— added to these ceilings will be the par value amount of
any shares to be issued to preserve, in accordance withlegal and regulatory provisions and, where applicable,
any contractual terms stipulating other cases where
adjustment is necessary, the rights of holders of
securities or other rights granting access to the sharecapital;— in the case of a share capital increase by capitalizing
additional paid-in capital, reserves, profits or any otheramounts and granting free shares during the periodof validity of this delegation, the above ceilings will be
adjusted based on the ratio between the number ofshares issued and outstanding before and after thetransaction;

CAPGEMINI— these limits will be increased, where applicable, for any
redemption premium above par;— these limits are independent of the amount of any debt
instrument issue decided or authorized by the Boardof Directors in accordance with Articles L. 228-36-A,
L. 228-40, L. 228-92 paragraph 3, L. 228-93 paragraph
6 and L. 228-94 paragraph 3 of the French Commercial
Code;
5. resolves to cancel shareholders’ pre-emptive subscription
rights in respect of the securities covered by this delegation;
6. resolves that if subscriptions, including where applicable byshareholders, do not absorb the entire issue, the Board of
Directors may limit the issue to the amount of subscriptions
received, provided, in the case of issues of shares or
securities where the primary instrument is a share, that theshare capital increase reaches at least three-quarters of theamount of the issue decided;7.

takes due note that this delegation involves the express
waiver by shareholders, in favor of holders of securities
issued granting access to the Company’s share capital, of
their pre-emptive subscription rights to the shares to which
the securities will grant entitlement immediately or in the
future;

8. takes due note that, in accordance with Article L. 22-10-52
paragraph 1 of the French Commercial Code:— the issue price of shares issued directly will be atleast equal to the minimum stipulated by applicableregulations at the date of the issue (currently, theweighted average price of the Company’s share on
the Euronext Paris regulated market during the three
trading days preceding the date on which the price is set,less 10%) after making any adjustments to that averagein the event of differences in dividend ranking dates;— the issue price of securities granting access to the sharecapital, immediately or in the future, and the number ofshares to which conversion, redemption or more generallytransformation of each security granting access to theshare capital would confer entitlement, will be such thatthe amount received immediately by the Company plus
any amount to be received subsequently by the Company
will, for each share issued as a consequence of the issueof such securities, be at least equal to the minimum
subscription price defined in the previous paragraph;

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REPORT OF THE BOARD OF DIRECTORS AND DRAFT RESOLUTIONS TO BE PRESENTED AT THE COMBINED SHAREHOLDERS’ MEETING
Resolutions presented at the Extraordinary Shareholders’ Meeting

9. resolves that the Board of Directors, with the power of
sub-delegation to the extent authorized by law, shall havefull powers to implement this delegation of authority, andin particular:— decide the issue of shares and/or securities granting
access, immediately or in the future, to the Company’s orother company’s share capital;— determine the amount of the issue, the issue price andthe amount of any premium that may be required on
issue or, as the case may be, the amount of reserves,profits or any other amounts to be incorporated in theshare capital;— determine the dates and terms of the issue and thenature, number and characteristics of the shares and/or
securities to be issued;— for issues of debt instruments, set all the terms andconditions of these securities (particularly their term,
which may or may not be fixed, whether they aresubordinated and their remuneration) and amend,
during the life of these securities, the above terms andconditions, in compliance with applicable formalities;— determine the way in which shares will be paid-up;— set the terms, where applicable, for the exercise of rights(rights to conversion, exchange or redemption, including
the delivery of Company assets such as treasury shares or
securities already issued by the Company, as the case maybe) attached to shares or securities granting access to theshare capital to be issued, and in particular set the date,
which may be retroactive, from which the new shares will
rank for dividend, and all other terms and conditions forthe completion of the share capital increase;— set the terms on which the Company, where applicable,
will have the option of purchasing or exchanging
securities granting access to the share capital on thestock market, at any time or during specified periods,
whether or not such purchase or exchange is performed
with a view to cancellation in accordance with legal
provisions;— provide for the possibility of suspending the exerciseof the rights attached to shares or securities granting
access to the share capital in accordance with legal andregulatory provisions;— at its sole discretion, offset share issue costs against therelated premiums and deduct from such premiums thesums necessary to increase the legal reserve;— determine and make all adjustments to take account of
the impact of transactions in the share capital or equityof the Company, in particular in the event of a change
in the par value of the share, a share capital increase bycapitalizing reserves, profits or additional paid-in capital(or any other amounts), a free share grant, a stock split orreverse stock split, a distribution of dividends, reserves,
additional paid-in capital or any other assets, a sharecapital redemption, or any other transaction impacting
share capital or equity (including in the case of a public
offer for the company’s shares and/or a change incontrol) and set, in accordance with legal and regulatory
provisions and, where applicable, any contractual
provisions stipulating other additional methods ofpreservation, all terms enabling the preservation, whereapplicable, of the rights of holders of securities or otherrights granting access to the share capital (including bymeans of cash adjustments);— duly record completion of each share capital increase andmake the corresponding amendments to the bylaws;— generally, enter into all agreements, in particular toachieve the successful completion of the issue, take allmeasures and accomplish all formalities for the issue,
listing and financial administration of securities issued byvirtue of this delegation and for the exercise of the rights
attached.
10. resolves that the Board of Directors may not, without
prior authorization of a Shareholders’ Meeting, use thisdelegation of authority following a third party public offer
for the company’s shares, until the end of the offer period;
11. takes due note that, in the event the Board of Directors
uses the delegation of authority granted pursuant to thisresolution, the Board of Directors will report to the next
Ordinary Shareholders’ Meeting, in accordance with thelaw and regulations, on the use made of the authorizations
conferred in this resolution;
12. grants this delegation for a period of twenty-six months asfrom the date of this Shareholders’ Meeting;
13. takes due note that this delegation supersedes from thisdate, in the amount of any unused portion, the delegation
granted by the 26th resolution adopted by the Shareholders’Meeting of May 20, 2020.

PRESENTATION OF THE 25th RESOLUTION

7.

SETTING OF THE ISSUE PRICE UP TO A MAXIMUM OF 10% OF THE SHARE CAPITAL PURSUANT TO A SHARECAPITAL INCREASE WITH CANCELLATION OF PRE-EMPTIVE SUBSCRIPTION RIGHTS
Overview

This resolution asks shareholders to authorize the Board of Directors,
in the event of a share capital increase by issuing equity securities
with cancellation of pre-emptive subscription rights pursuant to
the 23rd and 24th resolutions, to set the issue price of shares at
an amount at least equal to the lower of the average price of theCapgemini share on the Euronext Paris regulated market, weighted
for trading volumes on the last trading day preceding the setting of
the issue price and the average price of the share on the Euronext

374

Paris regulated market, weighted for trading volumes on the trading
day when the issue price is set, in both cases potentially reduced
by a discount of up to 10%.
The par value amount of share capital increases that may be
performed immediately or in the future pursuant to this authorizationis set, in accordance with the law, at 10% of the share capital per
12-month period.

2021 UNIVERSAL REGISTRATION DOCUMENTREPORT OF THE BOARD OF DIRECTORS AND DRAFT RESOLUTIONS TO BE PRESENTED AT THE COMBINED SHAREHOLDERS’ MEETING
Resolutions presented at the Extraordinary Shareholders’ Meeting

TWENTY-FIFTH RESOLUTION

Authorization to the Board of Directors, on the issue of ordinary shares and/or securities granting accessto the Company’s share capital, immediately or in the future, with cancellation of pre-emptive subscription
rights, to set the issue price in accordance with the terms set by the Shareholders’ Meeting, up to a maximumof 10% of the share capital per twelve-month period
The Shareholders’ Meeting, voting in accordance with quorum andmajority rules for Extraordinary Shareholders’ Meetings, having
read the Board of Directors’ report and the Statutory auditors’
special report and in accordance with Article L. 22-10-52 of theFrench Commercial Code:
1. authorizes the Board of Directors, with the power of
sub-delegation to the extent authorized by law, in thecase of a share capital increase by way of an issue of equity
instruments with cancellation of pre-emptive subscription
rights pursuant to the 23rd and 24th resolutions of thisShareholders’ Meeting, to set the issue price as follows:— the issue price of shares will be at least equal to the lowerof the average price of the share on the Euronext Paris
regulated market, weighted for trading volumes on thelast trading day preceding the setting of the issue priceand the average price of the share on the Euronext Paris
regulated market, weighted for trading volumes on the
trading day when the issue price is set, in both cases
potentially reduced by a discount of up to 10%;— the issue price of securities granting access to the sharecapital, immediately or in the future, and the number ofshares to which conversion, redemption or more generallytransformation of each security granting access to theshare capital would confer entitlement, will be such thatthe amount received immediately by the Company plus
any amount to be received subsequently by the Company
will, for each share issued as a consequence of the issueof such securities, be at least equal to the minimum
subscription price defined in the previous paragraph;
2. resolves that the par value amount of share capital increases
that may be performed immediately or in the future pursuant
to this authorization is set, in accordance with the law, at 10%of the share capital per 12-month period (it being stipulated
that this limit will be assessed at the date of the decision toissue shares and/or securities granting access to the sharecapital);
3. takes due note that, in the event the Board of Directors
uses this authorization, it will prepare an additional report,
certified by the Statutory auditors, describing the definitive
terms of the transaction and providing information enablingan assessment of the effective impact on shareholder
positions.

PRESENTATION OF THE 26th RESOLUTION

INCREASE IN THE NUMBER OF SHARES TO BE ISSUED IN THE EVENT OF A SHARE CAPITAL INCREASE WITH
RETENTION OR CANCELLATION OF PRE-EMPTIVE SUBSCRIPTION RIGHTS
Overview

This resolution asks shareholders to authorize the Board of
Directors to increase the number of shares to be issued in theevent of a share capital increase with retention or cancellation ofpre-emptive subscription rights, at the same price as that of theinitial issue, within the limits as to time and quantity specified inapplicable regulations at the date of the issue (currently, within
thirty days of the closure of subscriptions and up to a maximumof 15% of the initial issue), in particular with a view to granting agreenshoe option in accordance with market practices.
The maximum par value amount of share capital increases that
may be carried out under this delegation will count towards theceiling stipulated in the resolution pursuant to which the initial
issue is decided and the overall ceiling applicable to all share capitalincreases by issuing shares and/or securities granting access tothe share capital. The nominal amount of debt instruments issued
pursuant to this resolution will count towards the ceiling stipulated
in the resolution pursuant to which the initial issue is decided andthe overall ceiling set in paragraph 3 of the 22nd resolution.
This delegation of authority would be granted for a period oftwenty-six months.
This delegation would supersede that granted by the 28th resolution
adopted by the Shareholders’ Meeting of May 20, 2020.

7.

TWENTY-SIXTH RESOLUTION

Delegation of authority to the Board of Directors, for a period of twenty-six months, to increase the numberof shares to be issued in the event of a share capital increase (through the issue of ordinary shares or
securities granting access to the share capital, immediately or in the future) with retention or cancellation ofpre-emptive subscription rights
The Shareholders’ Meeting, voting in accordance with quorum andmajority rules for Extraordinary Shareholders’ Meetings, having
read the Board of Directors’ report and the Statutory auditors’
special report and in accordance with Articles L. 225-129-2 andL. 225-135-1 of the French Commercial Code:
1. delegates to the Board of Directors, with the power of
sub-delegation to the extent authorized by law, its authority
to decide to increase the number of shares to be issued in
the event of a share capital increase (through the issue of

CAPGEMINI

ordinary shares or securities granting access to the sharecapital immediately or in the future) with retention orcancellation of pre-emptive subscription rights, at the same
price as that of the initial issue, within the limits as to timeand quantity specified in applicable regulations at the dateof the issue (currently, within thirty days of the closure ofsubscriptions and up to a maximum of 15% of the initial
issue), in particular with a view to granting a Greenshoe
option in accordance with market practices;

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REPORT OF THE BOARD OF DIRECTORS AND DRAFT RESOLUTIONS TO BE PRESENTED AT THE COMBINED SHAREHOLDERS’ MEETING
Resolutions presented at the Extraordinary Shareholders’ Meeting

2. resolves that the par value amount of share capital increases
decided pursuant to this resolution shall count towards theceiling stipulated in the resolution pursuant to which theinitial issue is decided and the overall ceiling set in paragraph
2 of the 22nd resolution of this Shareholders’ Meeting andthat the nominal value of debt instruments issued pursuant
to this resolution shall count towards the ceiling stipulated
in the resolution pursuant to which the initial issue isdecided and the overall ceiling set in paragraph 3 of the
22nd resolution of this Shareholders’ Meeting or, as the casemay be, towards the ceilings stipulated by resolutions of thesame kind that may supersede said resolutions during theperiod of validity of this delegation;

3. resolves that the Board of Directors may not, without
prior authorization of a Shareholders’ Meeting, use thisdelegation of authority following a third party public offer
for the company’s shares, until the end of the offer period;
4. grants this delegation for a period of twenty-six months asfrom the date of this Shareholders’ Meeting;
5. takes due note that this delegation supersedes from thisdate, in the amount of any unused portion, the delegation
granted by the 28th resolution adopted by the Shareholders’Meeting of May 20, 2020.

PRESENTATION OF THE 27th RESOLUTIONSHARE CAPITAL INCREASES IN CONSIDERATION FOR CONTRIBUTIONS IN KIND
Overview

This resolution asks shareholders to authorize the Board of
Directors to issue shares and/or securities granting access to theshare capital, immediately or in the future, with cancellation ofpre-emptive subscription rights, in consideration for contributions
in kind, up to a maximum of 10% of the share capital at the dateof the Board of Directors’ decision.
Pursuant to legal or regulatory provisions, the Board of Directors
would approve the valuation of the contributions in kind after
having read the Statutory Appraiser’s report if such a report isissued pursuant to Articles L. 225-147 and L. 22-10-53 of the French
Commercial Code. This report would be presented to the following
Shareholders’ Meeting.
The maximum par value amount of share capital increases that may
be carried out under this delegation is set at €135 million, it being
stipulated that this amount will count towards the overall ceiling
applicable to all share capital increases by issuing shares and/or

securities granting access to the share capital and the ceiling set
in paragraph 3 of the 23rd resolution.
Should debt instruments be issued to accompany the aforementioned
share capital increases, the nominal amount of such issues may
not exceed €6.1 billion, it being stipulated that this amount willcount towards the ceiling set in paragraph 4 of the 23rd resolution
and the overall ceiling set in paragraph 3 of the 22nd resolution.
Added to these ceilings will be the par value amount of any shares
to be issued to preserve, in accordance with legal and regulatory
provisions and, where applicable, any contractual terms stipulatingother cases where adjustment is necessary, the rights of holdersof securities or other rights granting access to the share capital.
This delegation of authority would be granted for a period oftwenty-six months.
This delegation would supersede that granted by the 29th resolution
adopted by the Shareholders’ Meeting of May 20, 2020.

TWENTY-SEVENTH RESOLUTION

Authorization to the Board of Directors, for a period of twenty-six months, to issue ordinary shares and/or securities granting access to the Company’s share capital, in consideration for contributions in kind to
the Company of shares or securities granting access to share capital, immediately or in the future, up to a
maximum of 10% of the share capital

7.

The Shareholders’ Meeting, voting in accordance with quorum
and majority rules for Extraordinary Shareholders’ Meetings,
having read the Board of Directors’ report and the Statutory
auditors’ special report and in accordance with Articles L. 225-129,
L. 225-129-2, L. 225-147, L. 22-10-53 and L. 228-91 et seq. of theFrench Commercial Code:
1. authorizes the Board of Directors, with the power of
sub-delegation to the extent authorized by law, to performa share capital increase, on one or more occasions, by issuing(i) shares of the Company (excluding preference shares), and/or (ii) securities governed by Articles L. 228-92 paragraph 1,
L. 228-93 paragraphs 1 and 3 or L. 228-94 paragraph 2 of theFrench Commercial Code granting access, immediately orin the future, at any time or at fixed dates, by subscription,
conversion, exchange, redemption, presentation of awarrant or any other means, to the share capital (including
equity securities granting rights to the allocation of debt
instruments) of the Company or other companies (including
companies in which the Company owns directly or indirectly
more than half the share capital), as consideration for assets
transferred to the Company comprising equity instruments
or securities granting access to the share capital, in cases376

where Article L. 22-10-54 of the French Commercial Codedoes not apply;
2. resolves to set the following limits on authorized sharecapital increases in the event of use by the Board of Directorsof this authorization:— the maximum par value amount of share capital increases
that may be carried out under this authorization is set
at €135 million or the equivalent in any other currency
or currency unit established by reference to more than
one currency, it being stipulated that this amount willcount towards the ceiling set in paragraph 3 of the
23rd resolution and the overall ceiling set in paragraph
2 of the 22nd resolution or, as the case may be, towards
any ceilings stipulated by resolutions of the same kindthat may supersede said resolutions during the period ofvalidity of this authorization;— in all events, shares and securities granting access to theshare capital issued pursuant to this authorization may
not exceed the limits set by applicable regulations at theissue date (currently 10% of the share capital);

2021 UNIVERSAL REGISTRATION DOCUMENTREPORT OF THE BOARD OF DIRECTORS AND DRAFT RESOLUTIONS TO BE PRESENTED AT THE COMBINED SHAREHOLDERS’ MEETING
Resolutions presented at the Extraordinary Shareholders’ Meeting— added to these ceilings will be the par value amount of
any shares to be issued to preserve, in accordance withlegal and regulatory provisions and, where applicable,
any contractual terms stipulating other cases where
adjustment is necessary, the rights of holders of
securities or other rights granting access to the sharecapital;— at its sole discretion, offset share issue costs against therelated premiums and deduct from such premiums thesums necessary to increase the legal reserve;— set the terms on which the Company, where applicable,
will have the option of purchasing or exchanging
securities granting access to the share capital on thestock market, at any time or during specified periods,
whether or not such purchase or exchange is performed
with a view to cancellation in accordance with legal
provisions;— in the case of a share capital increase by capitalizing
additional paid-in capital, reserves, profits or any otheramounts and granting free shares during the period ofvalidity of this authorization, the above ceilings will be
adjusted based on the ratio between the number ofshares issued and outstanding before and after thetransaction;— provide for the possibility of suspending the exerciseof the rights attached to shares or securities granting
access to the share capital in accordance with legal andregulatory provisions;

3. resolves to set the following limits on authorized debt
instruments on the issue of securities representing debt
instruments granting access, immediately or in the future, tothe share capital of the Company or other companies:— determine and make all adjustments to take account of
the impact of transactions in the share capital or equityof the Company, in particular in the event of a change
in the par value of the share, a share capital increase bycapitalizing reserves, profits or additional paid-in capital(or any other amounts), a free share grant, a stock split orreverse stock split, a distribution of dividends, reserves,
additional paid-in capital or any other assets, a sharecapital redemption, or any other transaction impacting
share capital or equity (including in the case of a public
offer for the company’s shares and/or a change incontrol) and set, in accordance with legal and regulatory
provisions and, where applicable, any contractual
provisions stipulating other additional methods ofpreservation, all terms enabling the preservation, whereapplicable, of the rights of holders of securities or otherrights granting access to the share capital (including bymeans of cash adjustments);— the maximum nominal value of debt instruments that
may be issued immediately or in the future under thisauthorization is set at €6.1 billion or the equivalent
in any other currency or currency unit established byreference to more than one currency at the issue date,it being stipulated that this amount will count towards
the ceiling set in paragraph 4 of the 23rd resolution
and the amount of the overall ceiling set in paragraph
3 of the 22nd resolution of this Shareholders’ Meetingor, as the case may be, towards any ceilings stipulated
by resolutions of the same kind that may supersede
said resolutions during the period of validity of thisauthorization;— these limits will be increased, where applicable, for any
redemption premium above par;— duly record completion of each share capital increase andmake the corresponding amendments to the bylaws;— these limits are independent of the amount of any debt
instrument issue decided or authorized by the Boardof Directors in accordance with Articles L. 228-36-A,
L. 228-40, L. 228-92 paragraph 3, L. 228-93 paragraph
6 and L. 228-94 paragraph 3 of the French Commercial
Code;
4. resolves that the Board of Directors shall have full powers,
with the power of sub-delegation to the extent authorized
by law, to implement this authorization, and in particular to:— decide the issue of shares and/or securities granting
access to the Company’s share capital immediately or in
the future in consideration of assets transferred;— draw up a list of the equity instruments and securities
granting access to the share capital transferred to theCompany, approve the valuation of the contributions in
kind, set the terms of issues of shares and/or securities
presented in consideration for said contributions and theamount of any cash portion to be paid, approve the grantof any specific benefits and reduce, if the contributors
agree, the valuation of contributions or the remunerationof specific benefits;— determine the dates and terms of the issue and thenature, number and characteristics of the shares and/or
securities presented in consideration for contributions
in kind and amend, during the life of these securities,
the above terms and characteristics in compliance withapplicable formalities;

CAPGEMINI— generally, enter into all agreements, in particular toachieve the successful completion of the issue, take allmeasures and accomplish all formalities for the issue,
listing and financial administration of securities issuedby virtue of this authorization and for the exercise of therights;
5. resolves that the Board of Directors may not, without
prior authorization of a Shareholders’ Meeting, use thisauthorization following a third party public offer for thecompany’s shares, until the end of the offer period;
6. grants this authorization for a period of twenty-six months
as from the date of this Shareholders’ Meeting;7.

takes due note that, in the event the Board of Directors
uses the delegation granted pursuant to this resolution, theStatutory Appraiser’s report, if issued pursuant to Articles
L. 225-147 and L. 22-10-53 of the French Commercial Code,will be brought to the attention of the next Shareholders’Meeting;

8. takes due note that this authorization supersedes from thisdate, in the amount of any unused portion, the delegation
granted by the 29th resolution adopted by the Shareholders’Meeting of May 20, 2020.

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Resolutions presented at the Extraordinary Shareholders’ Meeting

PRESENTATION OF THE 28th RESOLUTIONSHARE GRANTS TO EMPLOYEES AND CORPORATE OFFICERS
Overview

Desirous to continue its motivation policy and involving employees
and managers in the Group’s development, the Board of Directors
is seeking a new authorization to grant additional performance
shares, existing or to be issued, subject to internal and external
performance conditions, during the next 18 months, (with, in thecase of shares to be issued, the waiver by shareholders of theirpre-emptive subscription rights in favor of the beneficiaries of the
grants) up to a maximum of 1.2% of the share capital.
The performance conditions recommended by the Board of Directors
are set out below and in the draft 28th resolution presented toyou for vote.
At the recommendation of the Compensation Committee, theBoard of Directors, at its meeting of March 17, 2022, wished
to continue aligning performance conditions with the Group’s
strategic priorities and, in line with what was implemented for the
first time in 2018, maintained a performance condition reflecting
the Group’s corporate, social and environmental responsibility
strategy. In addition, the Board of Directors wished to allow, as
in the past two year, outperformance to be taken into account bydefining targets conditioning 110% of the relative grant for eachof the performance conditions for all beneficiaries, excluding
Executive Corporate Officers, while capping the total percentageof shares vested after recognition of all performance conditions
at 100% of the initial grant.
Proposed performance conditions for performance share grants:(i) A market performance condition assessed based on thecomparative performance of the Capgemini SE share against
the average performance of a basket comprising eightcomparable companies in the same business sector and fromat least five countries (Accenture/Atos/Tieto/Sopra Steria/
CGI Group/Indra/Infosys and Cognizant are recommended)and the CAC 40 and Euro Stoxx Technology 600 indices.
This external performance condition would determine 35%
of grants to Executive Corporate Officers, members of thegeneral management team and key executive managers of theGroup and 15% of grants to other beneficiaries.
No shares would vest in respect of the external performance
condition if the relative performance of the Capgemini SE shareis less than 100% of the average performance of the basket
over a three-year period, 100% of the shares would vest if thisperformance is 110% of that of the basket and 110% of thetarget (excluding Executive Corporate Officers) would vest if
this performance is 120% of that of the basket.
(ii) A financial performance condition measured by theamount of audited and published organic free cash flow for
the three-year cumulative period from January 1, 2022 to
December 31, 2024, excluding Group payments to make up
the shortfall on its defined benefit pension funds.
For beneficiaries other than Executive Corporate Officers,
no shares would vest in respect of this financial performance
condition if the cumulative organic free cash flow for the threefiscal years is less than €5,300 million, while 100% of the shareswould vest if this amount is at least €5,700 million and 110%
would vest if this amount is equal to €6,100 million.
For Executive Corporate Officers, no shares would vest in
respect of this financial performance condition if the cumulative
organic free cash flow for the three fiscal years is less than
€5,300 million, while 80% of the shares would vest if thisamount is at least €5,700 million and 100% would vest if thisamount is equal to €6,100 million.
This financial performance condition would determine 50%
of grants to Executive Corporate Officers, members of thegeneral management team and key executive managers of theGroup and 70% of grants to other beneficiaries.
(iii) A performance condition tied to the Group’s 2024 diversity
and sustainable development objectives which would
determine 15% of grants to all beneficiaries, with eachobjective equally weighted. The diversity objective isbased on a target increase in the percentage of womenin the Group’s Vice-President inflow population over theperiod 2022-2024 to 30% (through internal promotion or
recruitment) and the sustainable development objective
concerns an 85% reduction in greenhouse gas emissions overthe period 2019-2024 for a vesting of 100% of the shares, inaccordance with the Group’s new carbon neutral ambition
for 2025.
More information on the methodology used to measure thegreenhouse gas emissions reduction objective can be found in the2021 Universal Registration Document, Section 4.1.3.

7.

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Resolutions presented at the Extraordinary Shareholders’ Meeting

Summary of recommended performance conditions
Weightingapplied for
managers (1)Weightingapplied for otherbeneficiaries
Percentage of the grant relating to each performance condition (2)

35%

15%

— 0% if Capgemini share performance < 100% of the average
performance of the basket— 50% if equal to 100%
— 100% if equal to 110%
— 110% if at least equal to 120% of the average performance ofthe basket (for beneficiaries other than Executive Corporate
Officers)

Financial condition:
50%
Organic free cash flow
for the three-year cumulative
period from January 1, 2022
to December 31, 2024

70%

For Executive Corporate Officers— 0% if organic free cash flow generated over the reference
period < €5,300 million— 50% if equal to €5,300 million— 80% if equal to €5,700 million— 100% if at least equal to €6,100 million

Performance condition

Market condition:
Performance of theCapgemini share overa three-year period

For beneficiaries other than Executive Corporate Officers— 0% if organic free cash flow generated over the reference
period < €5,300 million— 50% if equal to €5,300 million— 100% if equal to €5,700 million— 110% if at least equal to €6,100 million
CSR condition comprising
two objectives:
Diversity: increase in thenumber of women in theVice-President inflow
population over a threeyear period (2022-2024)

7.5%

7.5%

— 0% if the percentage of women in the Vice-President inflow
population through recruitment or internal promotion during
the three-year period is < 28%— 30% if equal to 28%— 100% if equal to 30%— 110% if at least equal to 31,5% (for beneficiaries other than
Executive Corporate Officers)

Reduction in the
carbon footprint in 2024
compared with 2019

7.5%

7.5%

— 0% if the reduction in GhG emissions in 2024 compared withthe reference period < 70%— 30% if equal to 70%— 100% if equal to 85%— 110% if at least equal to 100% (for beneficiaries other than
Executive Corporate Officers)

(1)
(2)

Executive Corporate Officers, members of the general management team and key executive managers of the Group.
For each performance condition: calculation of the number of shares that will ultimately vest between the different levels of performance on a straight-line basis, it being
understood that the total percentage of shares that will ultimately vest after determination of all performance conditions, may under no circumstances exceed 100% of
the Initial Grant.

Other terms and conditions
As in the past four years, the minimum vesting period for shareswould remain set at three years, thereby responding favorably tothe request from investors. In addition, if a retention period forvested shares were fixed by your Board, it should not be less than
one year. The vesting of shares is also subject to the effective
presence of beneficiaries in the Company at the grant date, except
in the event of death, disability or retirement.
The resolution limits to 10% the maximum number of shares that
may be granted to Executive Corporate Officers, it being specified
that in this case, the Board of Directors would, in accordance withapplicable laws, decide the portion of shares that must be held by
each individual until the end of their term of office.

CAPGEMINIThe resolution also authorizes the Board of Directors to grant up to
15% of the maximum number of shares to Group employees, otherthan members of the general management team (the Executive
Committee), without performance conditions.
In accordance with the recommendations of the AFEP-MEDEF Code,performance share grants are undertaken at the same calendar
periods and are decided by either the Board of Directors’ meeting
held at the end of July or in October.
Recap of the use of authorizations previously granted by
Shareholders’ Meetings
The use by the Board of Directors of previous resolutions for the
grant of performance shares is presented in the Group Management
Report (“Performance share grants”, Section 6.1.4 of the 2021
Universal Registration Document).

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REPORT OF THE BOARD OF DIRECTORS AND DRAFT RESOLUTIONS TO BE PRESENTED AT THE COMBINED SHAREHOLDERS’ MEETING
Resolutions presented at the Extraordinary Shareholders’ Meeting

TWENTY-EIGHTH RESOLUTION

Authorization to the Board of Directors, for a period of eighteen months, to grant performance shares,
existing or to be issued, to employees and corporate officers of the Company and its French and non-French
subsidiaries, up to a maximum of 1.2% of the Company’s share capital (with, in the case of shares to be issued,
the waiver by shareholders of their pre-emptive subscription rights in favor of the beneficiaries of the grants)
In accordance with Articles L. 225-197- 1 et seq. and L. 22-10-59 et seq.
of the French Commercial Code, the Shareholders’ Meeting, votingin accordance with quorum and majority rules for Extraordinary
Shareholders’ Meetings, having read the Board of Directors’ report
and the Statutory auditors’ special report:
1. authorizes the Board of Directors, with the power of
sub-delegation to the extent authorized by law – subject
to the attainment of the performance targets defined andimplemented in accordance with this resolution and for a
total number of shares not exceeding 1.2% of the sharecapital at the date of the decision (this maximum numberof shares being referred to hereafter by the letter “N”) – togrant shares of the Company (existing or to be issued), toemployees of the Company and employees and corporate
officers of its French and non-French subsidiaries related to
the Company within the meaning of Article 225-197-2 of theFrench Commercial Code (the “Group”), it being stipulated
that this maximum number of shares, existing or to beissued, does not take into account the number of additional
shares that may be granted due to an adjustment to thenumber of shares initially granted following a transaction in
the Company’s share capital;
2. resolves that for up to a maximum of 10% of “N”, these
performance shares may also be granted, in accordance withapplicable laws, to the Executive Corporate Officers of theCompany, it being stipulated that in this case, the Board of
Directors will, in accordance with applicable laws, decide theportion of shares that must be held by each individual until
the end of their term of office;external performance target, it being stipulated that:––ii. for 50%, the number of shares of the Initial Grant
multiplied by the percentage attainment of the choseninternal financial performance target based on organic
free cash flow, it being stipulated that:–

3. resolves that these performance shares will only vest at theend of a vesting period (the “Vesting Period”) of at least
three years, it being stipulated that the Board of Directors
may introduce, where applicable, a lock-in period following
the vesting of the shares the duration of which may varydepending on the country of tax residence of the beneficiary;in those countries where a lock-in period is applied it will beof a minimum period of one year.
However, the shares will vest before the expiry of the above
periods and may be freely sold in the event of the death orincapacity of the beneficiary, corresponding to a Category 2
or 3 disability in France, as defined in Article L. 341-4 of theFrench Social Security Code;7.

4. resolves, subject to the powers conferred on the Board of
Directors by law and this resolution, that the exact numberof shares vesting to Executive Corporate Officers (Chairman
and Chief Executive Officer, Chief Executive Officer and Chief
Operating Officers), members of the general management
team (Executive Committee) and key executive managers of
the Group at the end of the Vesting Period, compared withthe total number of shares (“Initial Grant”) indicated in the
grant notice sent to beneficiaries will be equal to:i.

for 35 %, the number of shares of the Initial Grant
multiplied by the percentage attainment of the chosen–

the performance target to be met in order for theshares to vest will be the amount of audited andpublished organic free cash flow for the three-year
cumulative period from January 1, 2022 to
December 31, 2024, excluding Group payments tomake up the shortfall on its defined benefit pension
funds, it being understood that organic free cash
flow is defined as cash flow from operations lessacquisitions (net of disposals) of intangible assets
and property, plant and equipment, adjusted forflows relating to the net interest cost (as presented
in the consolidated statement of cash flow),
this relative performance will be measured according
to objectives set by the Board of Directors;iii. for 15%, the number of shares of the Initial Grant
multiplied by the percentage attainment of the chosen
Corporate Social and Environmental performance target
based on Group objectives, it being stipulated that theperformance target to be met in order for the shares tovest will be measured according to objectives set by the
Board of Directors;
5. resolves, subject to the powers conferred on the Board of
Directors by law and this resolution, that the exact numberof shares vesting to beneficiaries other than those referred
to in paragraph 4 above, at the end of the Vesting Period,
compared with the total number of shares (“Initial Grant”)
indicated in the grant notice sent to beneficiaries will beequal to:i.

380

the performance target to be met in order forthe shares to vest will be the performance of
the Capgemini share measured over a minimum
three-year period compared to the average
performance, measured over the same period, ofa basket containing at least five shares of listedcompanies operating in the same sector as the Groupin a minimum of five countries in which the Group isfirmly established (France, the United States, etc.),
this relative performance will be measured bycomparing the stock market performance of theCapgemini share with the average share priceperformance of the basket over the same period
according to objectives set by the Board of Directors(it being stipulated that no shares will vest in respectof shares subject to this external performancetarget, if, over the calculation reference period, theperformance of the Capgemini share is less than
100% of the average performance of the basket
measured over the same period);for 15 %, the number of shares of the Initial Grant
multiplied by the percentage attainment of the chosen
external performance target, it being stipulated that:2021 UNIVERSAL REGISTRATION DOCUMENTREPORT OF THE BOARD OF DIRECTORS AND DRAFT RESOLUTIONS TO BE PRESENTED AT THE COMBINED SHAREHOLDERS’ MEETING
Resolutions presented at the Extraordinary Shareholders’ Meeting––the performance target to be met in order forthe shares to vest will be the performance of
the Capgemini share measured over a minimum
three-year period compared to the average
performance, measured over the same period, ofa basket containing at least five shares of listedcompanies operating in the same sector as the Groupin a minimum of five countries in which the Group isfirmly established (France, the United States, etc.),
this relative performance will be measured bycomparing the stock market performance of theCapgemini share with the average share priceperformance of the basket over the same period
according to objectives set by the Board of Directors(it being stipulated that no shares will vest in respectof shares subject to this external performancetarget, if, over the calculation reference period, theperformance of the Capgemini share is less than
100% of the average performance of the basket
measured over the same period);

ii. for 70%, the number of shares of the Initial Grant
multiplied by the percentage attainment of the choseninternal financial performance target based on organic
free cash flow, it being stipulated that:––the performance target to be met in order for theshares to vest will be the amount of audited andpublished organic free cash flow for the three-year
cumulative period from January 1, 2022 to
December 31, 2024, excluding Group payments tomake up the shortfall on its defined benefit pension
funds, it being understood that organic free cash
flow is defined as cash flow from operations lessacquisitions (net of disposals) of intangible assets
and property, plant and equipment, adjusted forflows relating to the net interest cost (as presented
in the consolidated statement of cash flow),
this relative performance will be measured according
to objectives set by the Board of Directors;iii. for 15%, the number of shares of the Initial Grant
multiplied by the percentage attainment of the chosen
Corporate Social and Environmental performance target
based on Group objectives, it being stipulated that theperformance target to be met in order for the shares tovest will be measured according to objectives set by the
Board of Directors;
6. resolves that by exception, and for an amount not exceeding
15% of “N”, shares may be granted to employees of theCompany and its French subsidiaries (within the meaning,particularly, of Article L. 22-10-60, paragraph 1, of the French
Commercial Code) and non-French subsidiaries, excluding
members of the general management team (the Executive
Committee) without performance conditions;

CAPGEMINI

7.

takes due note that this authorization involves the waiverby shareholders of their pre-emptive subscription rights
in favor of beneficiaries of performance shares if the grantconcerns shares to be issued;

8. takes due note that, pursuant to the law, the Board of
Directors has the power, by way of a duly reasoned decision
made after this decision, to amend the performance
conditions set out in paragraphs 4 and 5 above and/or theweighting between said performance conditions when
deemed appropriate;
9. confers powers on the Board of Directors to implement
this authorization (with the power of sub-delegation to theextent authorized by law), and in particular to:— set the share grant date,— draw up one or more list(s) of beneficiaries and thenumber of shares granted to each beneficiary,— set the share grant terms and conditions, including withrespect to performance conditions,— determine whether the shares granted for nil
consideration are existing shares or shares to be issued
and, where applicable, amend this choice before thevesting of shares,— decide, in the event that transactions are carried out
before the shares vest that affect the Company’s equity,
whether to adjust the number of the shares granted inorder to preserve the rights of the beneficiaries and, if so,to define the terms and conditions of such adjustment;
it is stipulated that shares granted pursuant to theseadjustments shall be considered granted on the same
day as the shares initially granted,— perform, where the grants concern shares to be issued,
the necessary share capital increases by capitalizationof reserves or additional paid-in capital of the Company
when the shares ultimately vest, set the dates fromwhich shares bear dividend rights, deduct from reserves
or additional paid-in capital of the Company the amounts
necessary to increase the legal reserve to 10% of the
new share capital amount following these share capitalincreases and amend the bylaws accordingly,— carry out all formalities and, more generally, to do
whatever is necessary;
10. takes due note that, in the event the Board of Directors
uses this authorization, it will inform the Shareholders’Meeting each year of the grants performed pursuant to thisresolution, in accordance with Article L. 225-197-4 of theFrench Commercial Code;
11. resolves that this authorization is granted for a period ofeighteen months as from the date of this Shareholders’Meeting and supersedes from this date, in the amount of any
unused portion, the delegation granted by the 18th resolution
adopted by the Shareholders’ Meeting of May 20, 2021.

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REPORT OF THE BOARD OF DIRECTORS AND DRAFT RESOLUTIONS TO BE PRESENTED AT THE COMBINED SHAREHOLDERS’ MEETING
Resolutions presented at the Extraordinary Shareholders’ Meeting

PRESENTATION OF THE 29th AND 30 th RESOLUTIONSEMPLOYEE SAVINGS PLANS
Overview

As part of the employee incentive policy and in order to alignemployee interests with those of shareholders and also stabilize theCompany’s share capital, the Board of Directors wishes to continue
making the Company’s share capital accessible to a large number of
employees, in particular through employee share ownership plans(“ESOP”). Since 2017, such employee share ownership operations
are now offered to Group employees on an annual basis, while
ultimately aiming to increase employee share ownership to between
8% and 10% of the Company’s share capital.
Use of the authorizations granted in 2021
During fiscal year 2021, the Board of Directors used the 19th and20th resolutions adopted by the Shareholders’ Meeting of May 20,
2021, by launching an eighth employee share ownership plan
aimed at associating employees with the Group’s development andperformance. This plan was a great success, with subscriptions totaling€589 million from over 49,000 employees from 29 participating
countries. This new employee share ownership plan (ESOP 2021)
will help maintain employee share ownership to more than 8%of the capital.
3,606,687 new shares were subscribed at a unit price of €163.36.
The corresponding share capital increase of a par value amount of€28,853,496 was completed on December 16, 2021.
New authorization requested in 2022
Shareholders are asked to renew the two authorizations by which
the Shareholders’ Meeting would delegate to the Board of Directors
its power to increase the share capital or issue securities granting
access to the share capital in favor of the Company’s employees.
This would allow the set-up of a new employee share ownershipplan in the next eighteen months.

An overall ceiling of €28 million (corresponding to 3.5 million
shares and representing approximately 2% of the share capital at
December 31, 2021) is proposed for these two delegations.
The 29th resolution is intended to allow the Board to carry out sharecapital increases up to a maximum par value amount of €28 million
reserved for members of employee savings plans of the Company or
the Group. This resolution requires the cancellation of pre-emptive
subscription rights. The delegation would be granted for a periodof eighteen months. The maximum discount authorized comparedto the Reference Price (as defined in the resolution) would be 20%(or 30% in the case of a lock-up period of 10 years).
The 30 th resolution aims to develop employee share ownership
outside France, given the legal or fiscal difficulties or uncertainties
that could make it difficult to implement such a plan directly or
indirectly through employee savings mutual funds in certain countries.
It shall be used only in the event of use of the delegation provided
in the 29th resolution, with a sub-ceiling of €14 million included in
the overall ceiling of €28 million provided in the 29th resolution. As
for the 29th resolution, this resolution provides for the cancellationof pre-emptive subscription rights and would be granted for aperiod of eighteen months. The maximum discount authorized isthe same as in the 29th resolution.
At December 31, 2021, employee share ownership represented
8.4% of the Company’s share capital.
The next employee share ownership plan could be launched before
December 31, 2022.

TWENTY-NINTH RESOLUTION

Delegation of authority to the Board of Directors, for a period of eighteen months, to issue, with cancellationof pre-emptive subscription rights, ordinary shares and/or securities granting access to the Company’s
share capital to members of Capgemini group employee savings plans up to a maximum par value amount of€28 million and at a price set in accordance with the provisions of the French Labor Code7.

The Shareholders’ Meeting, voting in accordance with quorum andmajority rules for Extraordinary Shareholders’ Meetings, having
read the Board of Directors’ report and the Statutory auditors’
special report and in accordance with Articles L. 225-129-2,
L. 22-10-49, L. 225-129-6, L. 225-138-1 and L. 228-91 et seq. of theFrench Commercial Code and Articles L. 3332-18 to L. 3332-24 of
the French Labor Code:
1. delegates to the Board of Directors, with the power of
sub-delegation to the extent authorized by law, the authority
to decide a share capital increase with cancellation ofpre-emptive subscription rights, on one or more occasions,in France or abroad, in the proportions and at the times itsees fit, in euros or in any other currency or currency unit
established by reference to more than one currency, with orwithout a share premium, whether for valuable consideration
or without consideration, by issuing (i) shares of the Company

382(excluding preference shares), and/or (ii) securities governed
by Articles L. 228-92 paragraph 1, L. 228-93 paragraphs 1 and3 or L. 228-94 paragraph 2 of the French Commercial Code
granting access, immediately or in the future, at any timeor at fixed dates, by subscription, conversion, exchange,
redemption, presentation of a warrant or any other means,to the share capital of the Company, reserved for membersof one or more employee savings plans (or any other plan forwhose members a share capital increase may be reservedon equivalent terms under Articles L. 3332-1 et seq. of theFrench Labor Code or any analogous law or regulation)
implemented within a company or a group of French or nonFrench companies within the scope of the consolidated or
combined financial statements of the Company pursuant to
Article L. 3344-1 of the French Labor Code, it being further
stipulated that this resolution may be used to implement
leveraged schemes;

2021 UNIVERSAL REGISTRATION DOCUMENTREPORT OF THE BOARD OF DIRECTORS AND DRAFT RESOLUTIONS TO BE PRESENTED AT THE COMBINED SHAREHOLDERS’ MEETING
Resolutions presented at the Extraordinary Shareholders’ Meeting

2. resolves to set the following limits on authorized sharecapital increases in the event of use by the Board of Directorsof this delegation:— the maximum par value amount of share capital increases
that may be carried out under this delegation is set at€28 million or the equivalent in any other currency or
currency unit established by reference to more than one
currency,— added to this ceiling will be the par value amount of
any shares to be issued to preserve, in accordance withlegal and regulatory provisions and, where applicable,
any contractual terms stipulating other cases where
adjustment is necessary, the rights of holders of
securities or other rights granting access to the sharecapital,— in the case of a share capital increase by capitalizing
additional paid-in capital, reserves, profits or any otheramounts and granting free shares during the periodof validity of this delegation, the above ceiling will be
adjusted based on the ratio between the number ofshares issued and outstanding before and after thetransaction;
3. resolves that the issue price of the new shares or securities
granting access to the share capital will be determined inaccordance with the terms set out in Articles L. 3332-18 etseq. of the French Labor Code and will be at least equal to
80% of the Reference Price (as defined below) or 70% of theReference Price where the lock-up period stipulated by theplan in application of Articles L. 3332-25 and L. 3332-26 of theFrench Labor Code is ten years or more; for the purposes ofthis paragraph the Reference Price refers to an average listed
price of the Company’s share on the Euronext Paris regulated
market over the 20 trading days preceding the decisionsetting the subscription opening date for members of acompany or group employee savings plan (or similar plan);
4. authorizes the Board of Directors to grant, without
consideration, to the beneficiaries indicated above, in
addition to shares or securities granting access to theshare capital, shares or securities granting access to theshare capital to be issued or already issued in full or partial
substitution of the discount in the Reference Price and/or as an employer’s contribution, it being stipulated thatthe benefit resulting from this grant may not exceed theapplicable legal or regulatory limits;
5. resolves to waive in favor of the aforementioned beneficiaries
the pre-emptive subscription rights of shareholders to theshares and securities issued pursuant to this delegation, said
shareholders also waiving, in the event of the free grant tosuch beneficiaries of shares or securities granting accessto the share capital, any rights to such shares or securities
granting access to the share capital, including the portionof reserves, profits, or additional paid-in capital capitalized
as a result of the free grant of securities on the basis of thisresolution;
6. authorizes the Board of Directors, under the terms specified
in this delegation, to sell shares as permitted under Article
L. 3332-24 of the French Labor Code to members of acompany or group employee savings plan (or similar plan),it being stipulated that the aggregate par value amountof shares sold at a discount to members of one or more of
the employee savings plans covered by this resolution willcount towards the ceilings mentioned in paragraph 2 of thisresolution;

CAPGEMINI

7.

resolves that the Board of Directors, with the power of
sub-delegation to the extent authorized by law, shall havefull powers to implement this delegation, and in particular:— decide the issue of shares and/or securities granting
access, immediately or in the future, to the share capitalof the Company or other companies,— draw up in accordance with the law the scope ofcompanies from which the beneficiaries indicated above
may subscribe for shares or securities granting access tothe share capital thus issued and who, where applicable,
may receive free grants of shares or securities granting
access to the share capital,— decide that subscriptions may be made directly by
beneficiaries belonging to a company or group savings
plan (or similar plan), or via dedicated employee savings
mutual funds (FCPE) or other vehicles or entities
permitted under applicable laws and regulations,— for issues of debt instruments, set all the terms andconditions of these securities (particularly their term,
which may or may not be fixed, whether they aresubordinated and their remuneration) and amend,
during the life of these securities, the above terms andconditions, in compliance with applicable formalities,— set the terms, where applicable, for the exercise of rights(rights to conversion, exchange or redemption, including
the delivery of Company assets such as treasury sharesor securities already issued by the Company, as the casemay be) attached to shares or securities granting accessto the share capital, and in particular set the date, which
may be retroactive, from which the new shares will rankfor dividend, and all other terms and conditions for thecompletion of the share capital increase,— provide for the possibility of suspending the exerciseof the rights attached to shares or securities granting
access to the share capital in accordance with legal andregulatory provisions,— set the amounts of issues to be made under thisauthorization and in particular determine the issue prices,
dates, time limits, terms and conditions of subscription,
payment, delivery and date of ranking for dividend of the
securities (which may be retroactive), rules for pro-ratingin the event of over-subscription and any other terms andconditions of the issues, subject to prevailing legal andregulatory limits,— determine and make all adjustments to take account of
the impact of transactions in the share capital or equityof the Company, in particular in the event of a change
in the par value of the share, a share capital increase bycapitalizing reserves, profits or additional paid-in capital,a free share grant, a stock split or reverse stock split, a
distribution of dividends, reserves, additional paid-in
capital or any other assets, a share capital redemption, or
any other transaction impacting share capital or equity(including in the case of a public offer for the company’s
shares and/or a change in control) and set all other terms
enabling the preservation, where applicable, of therights of holders of securities or other rights granting
access to the share capital (including by means of cash
adjustments),

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REPORT OF THE BOARD OF DIRECTORS AND DRAFT RESOLUTIONS TO BE PRESENTED AT THE COMBINED SHAREHOLDERS’ MEETING
Resolutions presented at the Extraordinary Shareholders’ Meeting— in the event of the free grant of shares or securities
granting access to the share capital, determine thenature and number of shares or securities granting
access to the share capital, as well as their terms andconditions and the number to be granted to eachbeneficiary, and determine the dates, time limits, andterms and conditions of grant of such shares or securities
granting access to the share capital subject to prevailinglegal and regulatory limits, and in particular choose toeither wholly or partially substitute the grant of suchshares or securities granting access to the share capitalfor the discount in the Reference Price specified above
or offset the equivalent value of such shares or securities
against the total amount of the employer’s contribution
or a combination of both options,— duly record the completion of share capital increases andmake the corresponding amendments to the bylaws,— at its sole discretion, offset share issue costs against therelated premiums and deduct from such premiums thesums necessary to increase the legal reserve,— generally, enter into all agreements, in particular toensure completion of the proposed issues, take allmeasures and decisions and accomplish all formalities forthe issue, listing and financial administration of securities
issued by virtue of this delegation and for the exercise of
the rights attached thereto or required as a result of theshare capital increases;
8. grants this delegation for a period of eighteen months asfrom the date of this Shareholders’ Meeting;
9. resolves that this delegation supersedes from this date, in
the amount of any unused portion, the delegation grantedby the 19th resolution adopted by the Shareholders’ Meetingof May 20, 2021.

THIRTIETH RESOLUTION

Delegation of authority to the Board of Directors, for a period of eighteen months, to issue with cancellationof pre-emptive subscription rights, ordinary shares and/or securities granting access to the share capital infavor of employees of certain non-French subsidiaries at terms and conditions comparable to those offeredpursuant to the preceding resolution
The Shareholders’ Meeting, voting in accordance with quorum andmajority rules for Extraordinary Shareholders’ Meetings, having readthe Board of Directors’ report and the Statutory auditors’ special
report and in accordance with Articles L. 225-129-2, L. 22-10-49,
L. 225-138 and L. 228-91 et seq. of the French Commercial Code:
1. takes due note that in certain countries, the legal and/or
tax context can make it inadvisable or difficult to implement
employee share ownership schemes directly or through an
Employee Savings Mutual Fund (employees and corporate
officers referred to in Articles L. 3332-1 and L. 3332-2 of theFrench Labor Code of Capgemini group companies whose
registered offices are located in one of these countries
are referred to below as “non-French Employees”; the“Capgemini group” comprises the Company and the Frenchand non-French companies related to the Company within
the meaning of Article L. 225-180 of the French Commercial
Code and Articles L. 3344-1 et seq. of the French Labor
Code) and that the implementation in favor of certain
non-French Employees of alternative schemes to those
performed pursuant to the 29th resolution submitted to thisShareholders’ Meeting may be desirable;

7.

2. delegates to the Board of Directors, with the power of
sub-delegation to the extent authorized by law, its authority
to decide a share capital increase with cancellation ofpre-emptive subscription rights, on one or more occasions,in France or abroad, in the proportions and at the times
it sees fit, in euros or in any other currency or currency
unit established by reference to more than one currency,with or without a share premium, whether for valuable
consideration or without consideration, by issuing (i) sharesof the Company (excluding preference shares), and/or(ii) securities governed by Articles L. 228-92 paragraph 1,
L. 228-93 paragraphs 1 and 3 or L. 228-94 paragraph 2 of theFrench Commercial Code granting access, immediately orin the future, at any time or at fixed dates, by subscription,
conversion, exchange, redemption, presentation of awarrant or any other means, to the share capital of theCompany, reserved for one of the following categories ofbeneficiary: (i) non-French Employees, (ii) employee shareownership UCITS or other vehicles, with or without a legal
personality, invested in shares of the Company, where theholders of units or shares are non-French Employees, and/384or (iii) any bank or entity controlled by a bank within themeaning of Article L. 233-3 of the French Commercial Codethat has set-up at the Company’s request a structured offer
for non-French employees presenting an economic profile
comparable to that of an employee share ownership scheme
set-up pursuant to a share capital increase performed under
the preceding resolution presented to this Shareholders’Meeting;
3. resolves to set the following limits on authorized sharecapital increases in the event of use by the Board of Directorsof this delegation:— the maximum par value amount of share capital increases
that may be carried out under this delegation is set at€14 million or the equivalent in any other currency or
currency unit established by reference to more than
one currency, it being stipulated that this amount willcount towards the ceiling set in paragraph 2 of the
29th resolution of this Shareholders’ Meeting (subject toits approval) or, as the case may be, towards any ceilingstipulated by a similar resolution that may supersede
said resolution during the period of validity of thisauthorization,— added to these ceiling will be the par value amount of
any shares to be issued to preserve, in accordance withlegal and regulatory provisions and, where applicable,
any contractual terms stipulating other cases where
adjustment is necessary, the rights of holders of
securities or other rights granting access to the sharecapital,— in the case of a share capital increase by capitalizing
additional paid-in capital, reserves, profits or any otheramounts and granting free shares during the periodof validity of this delegation, the above ceilings will be
adjusted based on the ratio between the number ofshares issued and outstanding before and after thetransaction;
4. resolves to cancel pre-emptive subscription rights to theshares and securities that may be issued pursuant to thisdelegation, in favor of the aforementioned beneficiary
categories;

2021 UNIVERSAL REGISTRATION DOCUMENTREPORT OF THE BOARD OF DIRECTORS AND DRAFT RESOLUTIONS TO BE PRESENTED AT THE COMBINED SHAREHOLDERS’ MEETING
Resolutions presented at the Extraordinary Shareholders’ Meeting

5. resolves that this delegation of authority may only be usedin the event of the use of the delegation granted pursuant
to the 29th resolution and solely in order to achieve theobjective set out in this resolution;
6. resolves that the issue price of new shares or securities
granting access to the share capital to be issued pursuant
to this delegation will be set by the Board of Directors
based on the listed price of the Company’s share on theEuronext Paris regulated market; this price will be at least
equal to the average listed price of the Company’s shareover the 20 trading days preceding the decision setting
the subscription opening date for a share capital increase
performed pursuant to the 29th resolution, less the same
discount;

7.

resolves that the Board of Directors shall have the same
powers, with the power of sub-delegation to the extent
authorized by law, as those conferred on the Board of
Directors by paragraph 7 of the 29th resolution and thepower to draw up the list of beneficiaries of the cancellationof pre-emptive subscription rights within the above
defined category, and the number of shares and securities
granting access to the share capital to be subscribed by eachbeneficiary;

8. grants this delegation for a period of eighteen months asfrom the date of this Shareholders’ Meeting;
9. resolves that this delegation supersedes from this date, in
the amount of any unused portion, the delegation grantedby the 20th resolution adopted by the Shareholders’ Meetingof May 20, 2021.

PRESENTATION OF THE 31st RESOLUTION

POWERS TO CARRY OUT FORMALITIESOverview

We also recommend that you confer powers to carry out the formalities required under law.

THIRTY-FIRST RESOLUTION

Powers to carry out formalities
The Shareholders’ Meeting, voting in accordance with quorum
and majority rules for Ordinary Shareholders’ Meetings, confers
full powers on the bearer of a copy or extract of the minutes ofthis meeting to execute all filing, publication and other formalities
required under French law.

7.

CAPGEMINI

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REPORT OF THE BOARD OF DIRECTORS AND DRAFT RESOLUTIONS TO BE PRESENTED AT THE COMBINED SHAREHOLDERS’ MEETING
Resolutions presented at the Extraordinary Shareholders’ Meeting

Table of financial resolutions presented to the Shareholders’ Meeting
The following table summarizes the purpose and duration of the financial resolutions presented above and the ceilings on their use,submitted to the Shareholders’ Meeting for approval.
Resolution
numberPurpose of the resolution

Duration and expiry
dateMaximum amount (1) (2) (in2022 GSM
18tha) Purchase by the Company of its own shares under a sharebuyback program

18 months(November 19, 2023)

10% of the share capital

2022 GSM
20 thb) Cancellation of treasury shares

26 months(July 19, 2024)

10% of share capital per
24-month period2022 GSM
21stc) Share capital increase by capitalizing additional paid-in
capital, reserves, profits or any other amounts

26 months(July 19, 2024)€1.5 billion (par value)2022 GSM
22ndd) Share capital increase by issuing shares and/or securities
granting access to the share capital, or granting a right toallocation of debt instruments, with retention of PSR

26 months(July 19, 2024)€540 million (par value)€18.2 billion (issue
amount) for debt
instruments

2022 GSM
23rde) Share capital increase, with cancellation of PSR, by issuingshares and/or securities granting access to the share capitalor granting a right to allocation of debt instruments, by wayof public offers other than those referred to in Article
L. 411-2 1° of the French Monetary and Financial Code.

26 months(July 19, 2024)€135 million (par value)€6.1 billion (issue
amount) for debt
instruments

2022 GSM
24thf) Share capital increase, with cancellation of PSR, by issuingshares and/or securities granting access to the share capitalor granting a right to allocation of debt instruments, by wayof offers referred to in Article L. 411-2 1° of the French
Monetary and Financial Code.

26 months(July 19, 2024)€135 million (par value)€6.1 billion (issue
amount) for debt
instruments

2022 GSM
25thg) Setting the issue price of shares and/or securities granting
access to the share capital in the context of a share capitalincrease with cancellation of PSR

26 months(July 19, 2024)€135 million (par value)€6.1 billion (issue
amount) for debt
instruments

euros)

10% of the share capital

7.

2022 GSM
26thh) Increase in the number of shares to be issued in case of ashare capital increase in the context of resolutions (d) to (f)(Greenshoe) with and without PSR

26 months(July 19, 2024)

Within the limit set
out in the applicableregulations (currently
15% of the initial issue)

2022 GSM
27thi)

Share capital increase by issuing shares and/or securities
granting access to the share capital in consideration forcontributions in kind

26 months(July 19, 2024)€135 million (par value)€6.1 billion (issue
amount) for debt
instruments
10% of the share capital

2022 GSM
28thj)

Grant of performance shares

18 months(November 19, 2023)

1.2% of the share capital

2022 GSM
29thk) Share capital increase by issuing shares and/or securities
granting access to the share capital with cancellation of
PSR, reserved for members of Group employee savingsplans

18 months(November 19, 2023)€28 million (par value) (2)2022 GSM
30 thl)

18 months(November 19, 2023)€14 million (par value) (2)Share capital increase by issuing shares and/or securities
granting access to the share capital with cancellationof PSR, reserved for employees of certain non-French
subsidiaries

Abbreviations: PSR = Pre-emptive Subscription Rights; 2022 GSM = 2022 General Shareholders’ Meeting.
(1) Recap of overall limits:– a maximum par value amount of €540 million and a maximum debt security issue amount of €18.2 billion for all issues with and without PSR;
– a maximum par value amount €135 million and a maximum debt security issue amount of €6.1 billion for all issues without PSR;
– issues performed pursuant to j), k) and l) above are not included in these general limits.
(2) Total share capital increases decided pursuant to k) and l) are subject to a maximum par value amount of €28 million.

386

2021 UNIVERSAL REGISTRATION DOCUMENTREPORT OF THE BOARD OF DIRECTORS AND DRAFT RESOLUTIONS TO BE PRESENTED AT THE COMBINED SHAREHOLDERS’ MEETING
Supplementary report of the Board of Directors on the issuance of shares
under the Capgemini group “ESOP 2021” employee shareholding plan

7.3 Supplementary report of the Board of Directors on
the issuance of shares under the Capgemini group“ESOP 2021” employee shareholding planThis supplementary report is prepared in accordance with Articles
L. 225-129-5 and R. 255-116 of the French Commercial Code (Codede commerce).
In its nineteenth and twentieth resolutions, the Combined
Shareholders’ Meeting of the Company of May 20, 2021, votingin accordance with quorum and majority rules for extraordinary
general meetings, granted the Board of Directors, with powerof sub-delegation under the conditions provided for by law, thepowers necessary for proceeding with the increase in the sharecapital of the Company through the issuance of shares without
preferential subscription rights and reserved (i) for employees andcorporate officers of the Company and of its French and foreignsubsidiaries that are members of a Capgemini group company
savings plan governed by Articles L. 3332-1 et seq. of the French
Labor Code (Code du travail) and (ii) for a banking institution, acting
at the Company’s request for the implementation of a subscription
formula proposed to employees and corporate officers of thecompanies related to the Company under the conditions set forth by
Articles L. 225-180 of the French Commercial Code and L. 3344-1 of
the French Labor Code and the corporate headquarters of which1.

are located outside of France, providing an economic profile
comparable to the subscription formula offered to the Group
employees within the framework of the transaction carried out
pursuant to the aforementioned nineteenth resolution, it being
specified that the total number of shares issued on the basis of thenineteenth and twentieth resolutions shall not exceed 4,000,000(four million) shares.
At its meeting of June 16-17, 2021, the Board of Directors of theCompany, using its power of delegation, decided on the principleof an increase of the share capital of the Company by issuing shares
to beneficiaries as defined by the aforementioned nineteenth andtwentieth resolutions, approved the main features of such issuancesand delegated to the Chief Executive Officer the powers required
for their implementation, notably to set the subscription dates
and subscription price of the shares to be issued.
On November 3, 2021, the Chief Executive Officer, acting pursuant
to this delegation of powers by the Board of Directors, fixed thesubscription dates and subscription price of the shares to be issued
on the basis of the above aforementioned decisions.

Summary of the decisions of the governing bodies of the Company and main characteristics of the transaction

Decision of the Board of Directors
The Board of Directors, at its meeting of June 16-17, 2021, decided:
1. in accordance with the nineteenth resolution adopted by
the General Shareholders’ Meeting dated May 20, 2021, on
the principle of an increase of the Company’s share capitalreserved for eligible employees and corporate officers of
the Company and the French and foreign subsidiaries of
the Company, whether directly or indirectly held, that are
members of a Capgemini group French company savings plan
governed by Articles L. 3332-1 et seq. of the French Labor
Code, within the limit of a maximum number of 4,000,000(four million) shares;— that the shares issued pursuant to this decision will bear
benefit entitlement as of January 1, 2021;— that the subscription of the Capgemini shares can be
carried out directly or via a French Employee Savings
Shareholding Fund (FCPE);— that employees’ subscription can be carried out througha leveraged subscription formula via a FCPE or within theframework of an equivalent subscription mechanism inorder to account for the regulatory and fiscal legislation
applicable in beneficiaries’ various countries of residence;— in accordance with article L. 225-138-1 of the French
Commercial Code, that the capital increase completed
on the basis of this decision can only be carried out up
to the limit of the number of shares subscribed by thebeneficiaries.
Within these limits and those set forth by the nineteenth
resolution adopted by the General Shareholders’ Meeting
dated May 20, 2021, the Board of Directors decided todelegate the necessary powers to the Chief Executive
Officer for the purposes of completing the capital increase
as well as that of postponing its completion. To this end,
the Chief Executive Officer has been granted all powers
to set the terms and conditions of the transaction and,in particular:

CAPGEMINI— to set the opening and closing date of the subscription
period, it being understood that the subscription
period could be preceded by a reservation period forsubscriptions;— to set the maximum number of shares to be issued within
the limit of 4,000,000 (four million) shares;— to set the subscription price of the shares which, in
accordance with the provisions of the French Labor
Code, will be equal to the average of the volume
weighted average price (VWAP) of the listed prices of theCapgemini share during the 20 stock market trading days
preceding the Chief Executive Officer’s decision that will
set the dates of the subscription period, minus a 12.5%
discount;— to set the terms and conditions for reducing
subscriptions requested by beneficiaries of the reserved
capital increase in the event that the total number ofshares requested by these beneficiaries is higher thanthe maximum authorized amount, in accordance withthe rules described in the documents approved by the
Autorité des Marchés Financiers (AMF – French financial
market authority);— to set the timeframe and the terms and conditions forpayment of the new shares;— to acknowledge the completion of the capital increase
up to the limit of the shares effectively subscribed, toadopt the report to the shareholders and to modify the
bylaws in accordance with the transaction;— to execute the issuance of the shares thus subscribed
and take useful steps to ensure their listing and financial
administration services;— if applicable, to deduct the costs of the capital increase
from the amount of the bonuses associated therewith
and withdraw the necessary sums from this amount toincrease the legal reserve to one tenth of the new sharecapital;387

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REPORT OF THE BOARD OF DIRECTORS AND DRAFT RESOLUTIONS TO BE PRESENTED AT THE COMBINED SHAREHOLDERS’ MEETING
Supplementary report of the Board of Directors on the issuance of shares
under the Capgemini group “ESOP 2021” employee shareholding plan— more generally, to carry out all transactions and executeall formalities that render themselves necessary for thecompletion of the capital increase.
2. in accordance with the twentieth resolution adopted by theGeneral Shareholders’ Meeting dated May 20, 2021, on theprinciple of an increase of the Company’s capital reserved
for a banking institution acting at the Company’s request for
the implementation of a subscription formula proposed to
employees and corporate officers of the companies related
to the Company under the conditions set forth by Articles
L. 225-180 of the French Commercial Code and L. 3344-1 of
the French Labor Code and the corporate headquarters ofwhich are located outside of France, providing an economic
profile that is comparable to the subscription formula
offered to employees of the Group within the framework of
the transaction carried out pursuant to paragraph 1. above;— decided that the shares issued pursuant to this decision
will bear benefit entitlement as of January 1, 2021;— decided that the total number of shares issued pursuant
to paragraphs 1. and 2. above cannot exceed 4,000,000(four million) shares. A sub-limit of 2,000,000 (twomillion) shares is set for the capital increase decided
under the twentieth resolution;
Within these limits and those set forth by the twentiethresolution adopted by the General Shareholders’ Meeting
dated May 20, 2021, the Board of Directors decided todelegate the necessary powers to the Chief Executive
Officer for the purposes of completing the capital increase
as well as that of postponing its completion. To this end,
the Chief Executive Officer has been granted all powers
to set the terms and conditions of the transaction, and,in particular:— to set the subscription date and subscription price ofthe shares, which, in accordance with the provisions of
the French Labor Code, will be equal to the average ofthe volume weighted average price (VWAP) of the listed
prices of the Capgemini share during the 20 stock market
trading days preceding the date of the Chief Executive
Officer’s decision that will set the opening date of thesubscription to the capital increase carried out pursuant
to paragraph 1. above, minus a 12.5% discount;— to set the number of shares to be issued to the banking
institution or entity controlled by a banking institution to
be named;— to acknowledge the completion of the capital increase,to adopt the report to the shareholders and to modify
the bylaws in accordance with the transaction;

7.

— to execute the issuance of the shares thus subscribed
and take useful steps to ensure their listing and financial
administration services;— if applicable, to deduct the costs of the capital increase
from the amount of the bonuses associated therewith
and withdraw the necessary sums from this amount toincrease the legal reserve to one tenth of the new sharecapital;— more generally, to carry out all transactions and executeall formalities that render themselves necessary for thecompletion of the capital increase.

388

Decision of the Chief Executive Officer of the Company
On November 3, 2021, the Chief Executive Officer, acting pursuant
to the delegation of authority by the Board of Directors:(i) set the dates of the subscription period for the shares to beissued in accordance with, respectively, the nineteenth andtwentieth resolutions adopted by the General Shareholders’Meeting of the Company of May 20, 2021 as follow:— the subscription period of Capgemini shares for Group
employees enrolled in a company savings plan would
be open from November 8 to 10, 2021, provided that
employees who made a subscription request during
the reservation period could revoke such subscription
request during the subscription period whose dates arethus fixed;— the subscription of Capgemini shares by Spade
International Employees, a simplified joint stock company(société par actions simplifiée), headquartered at 12, Placedes Etats-Unis – CS 70052 – 92547 Montrouge Cedex,
and registered with the Trade and Companies Register ofNanterre under number 834 217 259, would be carriedout on December 16, 2021, it being understood thatissuance of shares to Spade International Employees will
be carried out on the basis of the twentieth resolution of
the General Shareholders’ Meeting dated May 20, 2021
which authorizes the capital increase of the Company infavor of a banking institution acting at the Company’s
request for the implementation of a subscription formula
proposed to employees and corporate officers of thecompanies related to the Company under the conditions
set forth by Articles L. 225-180 of the French Commercial
Code and L. 3344-1 of the French Labor Code and thecorporate headquarters of which are located outside ofFrance, providing an economic profile comparable to thesubscription formula offered to Group employees within
the framework of the transaction carried out pursuant tothe aforementioned nineteenth resolution;(ii) set the subscription price for the shares to be issued, in
accordance with, respectively, the nineteenth and twentiethresolutions adopted by the General Shareholders’ Meetingof the Company of May 20, 2021 as follow:— considering that the average of the volume weighted
average price (VWAP) of the Capgemini share, as
published on the Bloomberg CAP FP EQUITY VAP website,
during the 20 stock market trading days preceding the
Chief Executive Officer’s decision of November 3, 2021,
i.e. from October 6, 2021 to November 2, 2021 (inclusive),amounts to €186.69 (the “Reference Price”);— the subscription price of shares reserved for Group
employees enrolled in a company savings plan isset at €163.36 corresponding, in accordance with
the nineteenth resolution adopted by the General
Shareholders’ Meeting dated May 20, 2021, and thedecision of the Board of Directors dated June 16-17,
2021, to the Reference Price minus a 12.5% discount androunded up to the nearest hundredth of a euro;— the subscription price of shares reserved for Spade
International Employees is set at €163.36, corresponding,in accordance with the twentieth resolution adopted
by the General Shareholders’ Meeting dated May 20,
2021, and the decision of the Board of Directors dated
June 16-17, 2021, to the Reference Price minus a 12.5%
discount and rounded up to the nearest hundredth of aeuro.

2021 UNIVERSAL REGISTRATION DOCUMENTREPORT OF THE BOARD OF DIRECTORS AND DRAFT RESOLUTIONS TO BE PRESENTED AT THE COMBINED SHAREHOLDERS’ MEETING
Supplementary report of the Board of Directors on the issuance of shares
under the Capgemini group “ESOP 2021” employee shareholding plan

2.

Further details regarding the transaction

Framework of the transaction

Other characteristics of the transaction

In a press release dated September 14, 2021, the Company specified
that this eighth international share ownership plan, proposed toapproximately 96% of the employees of the Group, aims to associate
all employees to the Capgemini development and performance.

The reservation period of the shares (at an unknown price), during
which the employees and corporate officers of the Capgemini group
could request to subscribe, was opened from September 15 to
October 4, 2021.

The shares were subscribed to either directly or through a FCPE,
in accordance with applicable regulatory and/or tax legislationin the various countries of residence of the beneficiaries of thecapital increase.

A subscription period, during which subscription requests madeduring the reservation period could be withdrawn, was opened
from November 8 to 10, 2021 (inclusive), after communication
to the beneficiaries of the subscription price established by thedecision of the Chief Executive Officer dated November 3, 2021.

Employees subscribed to Capgemini shares within the frameworkof a unique subscription formula called leveraged and guaranteed,allowing the employees to benefit from a guarantee on theirinvestments made into this plan. In certain countries, employees
will be allocated Stock Appreciation Rights (“SAR”) by theiremployer, the amount of which will be indexed in accordance witha formula similar to the one offered under the leveraged formula;a specific subscription formula was also proposed in the UnitedStates of America to take into account the applicable regulatory
and tax legislation.
Subscribers to the offer shall hold either the shares subscribed todirectly, or the corresponding units of the FCPEs, for a five-year
period, except in the event of an authorized early exit.

3.

Having taken into account the subscription requests made, thenumber of shares subscribed will be lower than the ceiling of
4,000,000 (four million) shares, or. 3,606,687 (three million six
hundred and six thousand six hundred and eighty-seven) shares.
The number of subscribers amounted to 49,197 employees, or
17.17% of the eligible population.
The newly-issued shares will be fully assimilated with the existing
ordinary shares comprising Capgemini’s share capital. These shares
will bear benefit entitlement as of January 1, 2021.
The request to list the newly-issued Capgemini shares to tradingon the same line of Euronext Paris (ISIN code: FR0000125338) as
the existing shares will be made as soon as possible following thecompletion of the capital increase scheduled to take place on
December 16, 2021.

Impact of the issuance of 3,606,687 (three million six hundred and six thousand six hundred andeighty-seven) shares on the stake of holders of shares and securities, their shareholders’ equity per shareand the theoretical impact on the market value of the share price3.1 Impact on shareholders’ stake in the share capital of the Company
For illustrative purposes, on the basis of the share capital of the Company at June 30, 2021, or 168,784,837 shares, the impact of theissuance of new shares on the stake of a shareholder holding 1% of the share capital of the Company prior to, and not subscribing to,
the issuance would be as follows:
Shareholder stake (in %)Before issuance of the new shares resulting from the capital increase
After issuance of the new shares resulting from the capital increase(1)

Non‑diluted basis

Diluted basis (1)

1%

0.97%

0.98%

0.95%

Calculations are made assuming the delivery of the 5,142,402 performance shares granted on June 30, 2021 (assuming that all the performance conditions will be satisfied).

3.2 Impact of the issuance on the consolidated shareholders’ equity per share
For illustrative purposes, the impact of the issuance on the consolidated shareholders’ equity attributable to owners of the Company
per share (calculations based on consolidated shareholders’ equity attributable to owners of the Company at June 30, 2021, and thenumber of shares comprising the share capital at June 30, 2021 after deduction of treasury shares) would be as follows:
Consolidated shareholders’equity per shareNon‑diluted basis

Diluted basis (1)Before issuance of the new shares resulting from the capital increase€39.66€38.49After issuance of the new shares resulting from the capital increase€42.25€41.03(1)

Calculations are made assuming the delivery of the 5,142,402 performance shares granted on June 30, 2021 (assuming that all the performance conditions will be satisfied).

CAPGEMINI

389

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REPORT OF THE BOARD OF DIRECTORS AND DRAFT RESOLUTIONS TO BE PRESENTED AT THE COMBINED SHAREHOLDERS’ MEETING
Supplementary report of the Board of Directors on the issuance of shares
under the Capgemini group “ESOP 2021” employee shareholding plan

3.3 Impact of the issuance on the statutory shareholders’ equity per share
For illustrative purposes, the impact of the issuance on the statutory
shareholders’ equity per share of Capgemini SE (calculations
based on statutory shareholders’ equity attributable to ownersof Capgemini SE at June 30, 2021, and the number of sharescomprising the share capital at June 30, 2021 after deduction oftreasury shares) would be as follows:
Statutory shareholders’equity per shareNon‑diluted basis

Diluted basis (1)Before issuance of the new shares resulting from the capital increase€85.26€82.73After issuance of the new shares resulting from the capital increase€86.90€84.37(1)

Calculations are made assuming the delivery of the 5,142,402 performance shares granted on June 30, 2021 (assuming that all the performance conditions will be satisfied).

3.4 Theoretical impact on the stock market value of the Capgemini share
The theoretical impact of the issuance of 3,606,687 (three million
six hundred and six thousand six hundred and eighty-seven)shares at the issuance price on the stock market valuation of theCapgemini share is calculated as follows:market trading days preceding the fixing of the issuance price x thenumber of shares before the transaction) + (the issuance price x
the number of newly-issued shares))/(the number of shares before
the transaction + the number of newly-issued shares).

Share price before the transaction = the average of the listed
closing prices of the Capgemini share during the 20 stock market
trading days preceding the fixing of the issuance price (calculated
as the average of the closing share price between October 6 andNovember 2, 2021, inclusive). This price amounts to 187.57 euros.

The issuance price of the reserved capital increase is set at163.36 euros.
Accounting for these assumptions, the theoretical post-transaction
stock market value of the Capgemini share amounts to 187.07 euros.
It is recalled that this theoretical approach is provided for illustrative
purposes and does not predict future evolutions in the share price.

Theoretical share price after the transaction = ((the average of thelisted closing prices of the Capgemini share during the 20 stock—This supplementary report and the Statutory auditors’ report may be consulted by shareholders at the Company’s head office andwill be brought to the attention of shareholders at the next Shareholders’ Meeting.
Signed in Paris, on December 1, 2021.
Chief Executive Officer
Aiman Ezzat

7.

390

2021 UNIVERSAL REGISTRATION DOCUMENTREPORT OF THE BOARD OF DIRECTORS AND DRAFT RESOLUTIONS TO BE PRESENTED AT THE COMBINED SHAREHOLDERS’ MEETING
Statutory auditors’ special reports

7.4

Statutory auditors’ special reports

Statutory auditors’ report on the share capital decrease
This is a free translation into English of the Statutory auditors’ report issued in French and is provided solely for the convenience of English
speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing
standards applicable in France.
(Combined Shareholders’ Meeting of May 19, 2022
– Twentieth resolution)
To the Combined Shareholders’ Meeting of Capgemini SE,
In our capacity as Statutory auditors of your Company and inaccordance with Article L. 22-10-62 of the French Commercial
Code (Code de commerce) relating to a share capital decrease bycancellation of shares bought back by the Company, we hereby
report to you on our assessment of the reasons for and terms andconditions of the proposed share capital decrease.
The Board of Directors proposes that you grant it, for a 26-month
period commencing on the date of this Shareholders’ Meeting, fullpowers to cancel the shares acquired under the Company’s sharebuyback program pursuant to the provisions of the aforementioned

article, provided that the aggregate number of shares canceledin any given 24-month period does not exceed 10% of the sharescomprising the Company’s share capital at the date of eachcancellation.
We performed the procedures that we deemed necessary inaccordance with the professional guidance issued by the FrenchInstitute of Statutory auditors (Compagnie nationale des commissaires
aux comptes) relating to this engagement. These procedures requirethat we ensure that the reasons for and terms and conditions of the
proposed share capital decrease, which is not considered to affectshareholder equality, comply with the applicable legal provisions.
We have no matters to report on the reasons for and terms andconditions of the proposed share capital decrease.

The Statutory auditors
Neuilly-sur-Seine, March 25, 2022

Courbevoie, March 25, 2022

PricewaterhouseCoopers Audit

MazarsRichard Béjot
Partner

Itto El hariri
Partner

Dominique Muller
Partner

Anne-Laure Rousselou
Partner

7.

CAPGEMINI

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REPORT OF THE BOARD OF DIRECTORS AND DRAFT RESOLUTIONS TO BE PRESENTED AT THE COMBINED SHAREHOLDERS’ MEETING
Statutory auditors’ special reports

Statutory auditors’ report on the issue of shares and/or securities
with and/or without pre-emptive subscription rights
This is a free translation into English of the Statutory auditors’ report issued in French and is provided solely for the convenience of English
speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing
standards applicable in France.
(Combined Shareholders’ Meeting of May 19, 2022 –Twenty-second to Twenty-seventh resolutions)
To the Combined Shareholders’ Meeting of Capgemini SE,
In our capacity as Statutory auditors of your Company and inaccordance with Articles L. 228-92 and L. 225-135 et seq. and Article
L. 22-10-52 of the French Commercial Code (Code de commerce), we
hereby present our report on the proposed delegations of authority
to the Board of Directors to issue shares and/or securities, which
are submitted to you for your approval.
On the basis of its report, the Board of Directors proposes that you:— delegate to the Board, with the power of sub-delegation, fora 26-month period, the authority to carry out the following
transactions and set the final terms and conditions of therelated issues and, if necessary, to cancel your pre-emptive
subscription rights:
–

–

7.

–

392

issue with retention of pre-emptive subscription rights(22nd resolution) of ordinary shares and/or securities
governed by Articles L. 228-92, paragraph 1, L. 228-93,
paragraphs 1 and 3 or L. 228-94, paragraph 2, of theFrench Commercial Code granting access, immediately
or in the future, at any time or at fixed dates, by
subscription, conversion, exchange, redemption,
presentation of a warrant or any other means, to theshare capital (including equity securities granting rights
to the allocation of debt instruments) of the Company
or other companies (including companies in which theCompany owns directly or indirectly more than half theshare capital),issue with cancellation of pre-emptive subscription
rights by way of public offers other than those referred
to in Article L. 411-2 1° of the French Monetary and
Financial Code (23rd resolution) of ordinary shares and/or securities governed by Articles L. 228-92, paragraph
1, L. 228-93, paragraphs 1 and 3 or L. 228-94, paragraph
2, of the French Commercial Code granting access,
immediately or in the future, at any time or at fixed dates,by subscription, conversion, exchange, redemption,
presentation of a warrant or any other means, to theshare capital (including equity securities granting rights
to the allocation of debt instruments) of the Company
or other companies (including companies in which theCompany owns directly or indirectly more than half
the share capital). It is stipulated that these securities
may be issued as consideration for securities meetingthe conditions laid down in Article L. 22-10-54 of theFrench Commercial Code contributed to the Company inconnection with a public exchange offer initiated by theCompany,
issue with cancellation of pre-emptive subscription rights
by way of public offers referred to in Article L. 411-2 1° of
the French Monetary and Financial Code (24th resolution)of ordinary shares and/or securities governed by Articles
L. 228-92, paragraph 1, L. 228-93, paragraphs 1 and 3 or
L. 228-94, paragraph 2, of the French Commercial Code
granting access, immediately or in the future, at any timeor at fixed dates, by subscription, conversion, exchange,
redemption, presentation of a warrant or any othermeans, to the share capital (including equity securities
granting rights to the allocation of debt instruments) of
the Company or other companies (including companies
in which the Company owns directly or indirectly morethan half the share capital);— authorize the Board, pursuant to the 25th resolution andwithin the framework of the delegation of authority coveredin the 23rd and 24th resolutions, to set the issue price, within
the annual legal limit of 10% of the share capital;— delegate to the Board, for a 26-month period, all powers
necessary to issue ordinary shares and/or securities that are
equity securities granting access to other equity securities
or rights to the allocation of debt instruments and/or
securities granting access to equity securities to be issued,in consideration for contributions in kind to the Company
consisting of equity securities or securities granting accessto share capital (27th resolution), within the limit of 10% of
the share capital.
The aggregate par value amount of the share capital increases that
may be carried out, either immediately or in the future, pursuant to
the 22nd, 23rd, 24th, 25th, 26th and 27th resolutions may not exceed,
pursuant to the 22nd resolution, €540 million, it being specified that:— the par value amount of share capital increases that may be
carried out pursuant to the 23rd resolution may not exceed€135 million and will count towards the overall ceiling set in
the 22nd resolution;— the par value amount of share capital increases that may be
carried out pursuant to the 24th and 27th resolutions may
not exceed €135 million individually and collectively and willcount towards the ceiling set in the 23rd resolution and theoverall ceiling set in the 22nd resolution.
The maximum nominal value of securities representing debt
instruments that may be issued, either immediately or in the future,
pursuant to the 22nd, 23rd, 24th 25th, 26th and 27th resolutions may
not exceed, pursuant to the 22nd resolution, €18.2 billion, it being
specified that:— the nominal amount of debt instruments that may be
issued pursuant to the 23rd resolution may not exceed€6.1 billion and will count towards the overall ceiling set in
the 22nd resolution;— the nominal amount of debt instruments that may be issued
pursuant to the 24th and 27th resolutions may not exceed€6.1 billion individually and collectively and will counttowards the ceiling set in the 23rd resolution and the overall
ceiling set in the 22nd resolution.
The overall ceilings set in the 22nd resolution take into accountthe additional securities to be issued within the framework of thedelegations of authority covered in the 22nd, 23rd, 24th, 25th and27th resolutions, under the conditions set out in Article L. 225-135-1 of
the French Commercial Code, if you adopt the 26th resolution.
It is the Board of Directors’ responsibility to prepare a report inaccordance with Articles R. 225-113 et seq. of the French Commercial
Code. It is our responsibility to express an opinion on the fairnessof the information taken from the financial statements, on the
proposed cancellation of pre-emptive subscription rights and on
certain other information relating to these transactions, presented
in this report.
We performed the procedures that we deemed necessary inaccordance with the professional guidance issued by the FrenchInstitute of Statutory auditors (Compagnie nationale des commissaires
aux comptes) relating to this engagement. These proceduresconsisted in verifying the information disclosed in the Board of
Directors’ report pertaining to these transactions and the methods
used to set the issue price of the equity securities to be issued.

2021 UNIVERSAL REGISTRATION DOCUMENTREPORT OF THE BOARD OF DIRECTORS AND DRAFT RESOLUTIONS TO BE PRESENTED AT THE COMBINED SHAREHOLDERS’ MEETING
Statutory auditors’ special reports

Subject to a subsequent examination of the issue terms andconditions that would be decided, we have no matters to report
as regards the methods used to set the issue price of the equity
securities to be issued given in the Board of Directors’ report inrespect of the 23rd, 24th and 25th resolutions.
In addition, as this report does not stipulate the methods used to
set the issue price in the event that securities are issued pursuant
to the implementation of the 22nd and 27th resolutions, we do
not express an opinion on the components used to calculate theissue price.

Since the final terms and conditions of the issues have not been set,
we do not express an opinion in this respect or, consequently, on the
proposed cancellation of shareholders’ pre-emptive subscription
rights presented in the 23rd and 24th resolutions.
In accordance with Article R. 225-116 of the French Commercial
Code, we will prepare an additional report if and when the Boardof Directors uses its delegations of authority to issue securities
that are equity securities granting access to other equity securities
or rights to the allocation of debt instruments, to issue securities
granting access to equity securities to be issued or to issue shareswith cancellation of pre-emptive subscription rights.

The Statutory auditors
Neuilly-sur-Seine, March 25, 2022

Courbevoie, March 25, 2022

PricewaterhouseCoopers Audit

MazarsRichard Béjot
Partner

Itto El hariri
Partner

Dominique Muller
Partner

Anne-Laure Rousselou
Partner

7.

CAPGEMINI

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REPORT OF THE BOARD OF DIRECTORS AND DRAFT RESOLUTIONS TO BE PRESENTED AT THE COMBINED SHAREHOLDERS’ MEETING
Statutory auditors’ special reports

Statutory auditors’ report on the authorization to grant free shares (existingor to be issued) to employees and corporate officers
This is a free translation into English of the Statutory auditors’ report issued in French and is provided solely for the convenience of English
speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing
standards applicable in France.
(Combined Shareholders’ Meeting of May 19, 2022
– Twenty-eighth resolution)
To the Combined General Meeting of Capgemini SE,
In our capacity as Statutory auditors of your Company and inaccordance with Article L. 225-197-1 of the French Commercial
Code (Code de commerce), we hereby present our report on theauthorization to grant free shares (existing or to be issued), subject
to performance conditions, to employees and corporate officers of
the Company and its French and non-French subsidiaries related to
the Company within the meaning of Article 225-197-2 of the French
Commercial Code, which is submitted to you for your approval.
The Board of Directors’ report states that:of the Company and its French subsidiaries (within the meaning,particularly, of Article L. 22-10-60, paragraph 1, of the French
Commercial Code) and non-French subsidiaries, excluding membersof the general management team (the Executive Committee),
without performance conditions.
On the basis of its report, the Board of Directors proposes thatyou grant it the authority, for an 18-month period, to grant freeshare, existing or to be issued.
It is the Board of Directors’ responsibility to prepare a report on the
proposed transaction. It is our responsibility to provide you with
our observations, if any, in respect of the information provided toyou on the proposed transaction.

The shares, existing or to be issued, that may be granted pursuant
to this authorization will be limited to a maximum number of shares
not exceeding 1.2% of the Company’s share capital as noted at thedate of the Board of Directors’ decision. It also states that the grantof shares to Executive Corporate Officers of your Company would
be limited to 10% of the aforementioned ceiling.

We performed the procedures that we deemed necessary inaccordance with the professional guidance issued by the FrenchInstitute of Statutory auditors (Compagnie nationale des commissaires
aux comptes) relating to this engagement. These proceduresconsisted in verifying in particular that the proposed terms andconditions described in the Board of Directors’ report comply withthe applicable legal provisions.

The Board of Directors will set the performance conditions applicableto the share grants, in accordance with the conditions definedin the Board of Directors’ report. The Board of Directors may,
nonetheless, grant up to 15% of the above ceiling to employees

We have no matters to report on the information provided in
the Board of Directors’ report, with respect to the proposed
authorization to grant free shares.

The Statutory auditors
Neuilly-sur-Seine, March 25, 2022

Courbevoie, March 25, 2022

PricewaterhouseCoopers Audit

MazarsRichard Béjot
Partner

Itto El hariri
Partner

Dominique Muller
Partner

Anne-Laure Rousselou
Partner

7.

3942021 UNIVERSAL REGISTRATION DOCUMENTREPORT OF THE BOARD OF DIRECTORS AND DRAFT RESOLUTIONS TO BE PRESENTED AT THE COMBINED SHAREHOLDERS’ MEETING
Statutory auditors’ special reports

Auditors’ report on the issue of ordinary shares and/or securities granting
access to the share capital reserved for members of a Capgemini group
employee savings planThis is a free translation into English of the Statutory auditors’ report issued in French and is provided solely for the convenience of English
speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing
standards applicable in France.
(Combined Shareholders’ Meeting of May 19, 2022
– Twenty-ninth resolution)
To the Combined General Meeting of Capgemini SE,
In our capacity as Statutory auditors of your Company and inaccordance with Articles L. 228-92 and L. 225-135 et seq. of theFrench Commercial Code (Code de commerce), we hereby present
our report on the proposed delegation of authority to the Boardof Directors to decide the issue of (i) shares of the Company(excluding preference shares) and/or (ii) securities governed by
Articles L. 228-92 paragraph 1, L. 228-93 paragraphs 1 and 3 or
L. 228-94 paragraph 2 of the French Commercial Code, granting
access, immediately or in the future, at any time or at fixed dates,by subscription, conversion, exchange, redemption, presentation of
a warrant or any other means, to the share capital of the Company,
with cancellation of pre-emptive subscription rights, which is
submitted to you for your approval.
This issue will be:— reserved for members of one or more employee savings
plans (or any other plan for whose members a share capitalincrease may be reserved on equivalent terms under Articles
L. 3332-1 et seq. of the French Labor Code or any analogous
law or regulation) implemented within a Company or a Groupof French or non-French companies within the scope ofthe consolidated or combined financial statements of theCompany pursuant to Article L. 3344-1 of the French Labor
Code;— limited to a maximum par value amount of €28 million.
This issue is submitted to you for approval pursuant to the provisionsof Article L. 225-129-6 of the French Commercial Code and Articles
L. 3332-18 et seq. of the French Labor Code.

On the basis of its report, the Board of Directors proposes thatyou grant it the authority, for an 18-month period, to decide anissue and cancel your pre-emptive subscription rights to the equity
securities to be issued. Where applicable, it will set the definitive
terms and conditions of the issue.
It is the Board of Directors’ responsibility to prepare a report inaccordance with Articles R. 225-113 and R. 225-114 of the French
Commercial Code. It is our responsibility to express an opinion on
the fairness of the information taken from the financial statements,on the proposed cancellation of pre-emptive subscription rights
and on certain other information relating to the issue, presented
in this report.
We performed the procedures that we deemed necessary inaccordance with the professional guidance issued by the FrenchInstitute of Statutory auditors (Compagnie nationale des commissaires
aux comptes) relating to this engagement. These proceduresconsisted in verifying the information disclosed in the Board of
Directors’ report pertaining to the transaction and the methods
used to set the issue price of the equity securities to be issued.
Subject to a subsequent examination of the issue terms andconditions that would be decided, we have no matters to report
as regards the methods used to set the issue price of the equity
securities to be issued given in the Board of Directors’ report.
Since the final terms and conditions of the issue have not beenset, we do not express an opinion in this respect or, consequently,
on the proposed cancellation of shareholders’ pre-emptive
subscription rights.
In accordance with Article R. 225-116 of the French Commercial
Code, we will prepare an additional report if and when the Boardof Directors uses this delegation to issue shares and securities thatare equity securities granting access to other equity securities andin the event of the issue of securities granting access to equity
securities to be issued.

The Statutory auditors
Neuilly-sur-Seine, March 25, 2022

Courbevoie, March 25, 2022

PricewaterhouseCoopers Audit

MazarsRichard Béjot
Partner

CAPGEMINI

Itto El hariri
Partner

Dominique Muller
Partner

Anne-Laure Rousselou
Partner

7.

395

REPORT OF THE BOARD OF DIRECTORS AND DRAFT RESOLUTIONS TO BE PRESENTED AT THE COMBINED SHAREHOLDERS’ MEETING
Statutory auditors’ special reports

Statutory auditors’ report on the issue of ordinary shares and/or securities
granting access to the share capital with cancellation of pre-emptive
subscription rights reserved for employees of certain non-french subsidiaries
This is a free translation into English of the Statutory auditors’ report issued in French and is provided solely for the convenience of English
speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing
standards applicable in France.
(Combined Shareholders’ Meeting of May 19, 2022
– Thirtieth resolution)

Meeting;

To the Combined General Meeting of Capgemini SE,
In our capacity as Statutory auditors of your Company and inaccordance with Articles L. 228-92 and L. 225-135 et seq. of theFrench Commercial Code (Code de commerce), we hereby present
our report on the proposed delegation of authority to the Boardof Directors to decide the issue of (i) shares of the Company(excluding preference shares) and/or (ii) securities governed by
Articles L. 228-92 paragraph 1, L. 228-93 paragraphs 1 and 3 or
L. 228-94 paragraph 2 of the French Commercial Code, granting
access, immediately or in the future, at any time or at fixed dates,by subscription, conversion, exchange, redemption, presentationof a warrant or any other means, to the share capital of theCompany, with cancellation of pre-emptive subscription rights
reserved for a category of beneficiaries, which is submitted toyou for your approval.
This issue will be reserved for:i.

employees and corporate officers referred to in Articles
L. 3332-1 and L. 3332-2 of the French Labor Code ofCapgemini group companies whose registered offices arelocated in countries where the legal and/or tax context canmake it inadvisable or difficult to implement employee shareownership schemes directly or through an Employee Savings
Mutual Fund (hereinafter the “non-French Employees”); the“Capgemini group” comprises the Company and the Frenchand non-French companies related to the Company within
the meaning of Article L. 225-180 of the French Commercial
Code and Articles L. 3344-1 et seq. of the French Labor Code;ii. employee share ownership UCITS or other vehicles, withor without a legal personality, invested in shares of theCompany, where the holders of units or shares are nonFrench Employees;iii. any bank or entity controlled by a bank within the meaningof Article L. 233-3 of the French Commercial Code thathas set-up at the Company’s request a structured offer for
non-French employees presenting an economic profile
comparable to that of an employee share ownership scheme
set-up pursuant to a share capital increase performed under
the preceding resolution presented to this Shareholders’7.

The Board of Directors’ reports stipulates that this delegation
may be used only in the event of use of the delegation provided
in the 29th resolution.
The maximum par value amount of share capital increases that may
be carried out under this delegation is set at €14 million, it being
stipulated that this amount will count towards the €28 million
ceiling set in the 29th resolution (subject to its approval) or, as thecase may be, towards any ceiling stipulated by a similar resolutionthat may supersede said resolution during the period of validityof this authorization.
On the basis of its report, the Board of Directors proposes thatyou grant it the authority, for an 18-month period, to decide anissue and cancel your pre-emptive subscription rights to the equity
securities to be issued. Where applicable, it will set the definitive
terms and conditions of the issue.
It is the Board of Directors’ responsibility to prepare a report inaccordance with Articles R. 225-113 and R. 225-114 of the French
Commercial Code. It is our responsibility to express an opinion on
the fairness of the information taken from the financial statements,on the proposed cancellation of pre-emptive subscription rights
and on certain other information relating to the issue, presented
in this report.
We performed the procedures that we deemed necessary inaccordance with the professional guidance issued by the FrenchInstitute of Statutory auditors (Compagnie nationale des commissaires
aux comptes) relating to this engagement. These proceduresconsisted in verifying the information disclosed in the Board of
Directors’ report pertaining to the transaction and the methods
used to set the issue price of the equity securities to be issued.
Subject to a subsequent examination of the issue terms andconditions that would be decided, we have no matters to report
as regards the methods used to set the issue price of the equity
securities to be issued given in the Board of Directors’ report.
Since the final terms and conditions of the issue have not beenset, we do not express an opinion in this respect or, consequently,
on the proposed cancellation of shareholders’ pre-emptive
subscription rights.
In accordance with Article R. 225-116 of the French Commercial
Code, we will prepare an additional report if and when the Boardof Directors uses this delegation.

The Statutory auditors
Neuilly-sur-Seine, March 25, 2022

Courbevoie, March 25, 2022

PricewaterhouseCoopers Audit

MazarsRichard Béjot
Partner

396

Itto El hariri
Partner

Dominique Muller
Partner

Anne-Laure Rousselou
Partner

2021 UNIVERSAL REGISTRATION DOCUMENT

8.
Additional information
8.1

Legal information

398

8.1.1

Corporate name, head office and website . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 398

8.1.2

Legal form and governing law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 398

8.1.3

Date of incorporation and term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 398

8.1.4

Corporate purpose (Article 3 of the bylaws) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 398

8.1.5

Incorporation details and LEI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 399

8.1.6

Documents available . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 399

8.1.7

Fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 399

8.1.8

Appropriation and distribution of profits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 399

8.1.9

Shareholders’ Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 399

8.1.10Disclosure thresholds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 399

8.1.11

Shareholder identification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 400

8.1.12

Voting rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 400

8.1.13

Changes in shareholder rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 400

8.1.14Rights, privileges and restrictions relating to shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 400

8.1.15

Provisions of the bylaws or other provisions that could delay, defer or prevent a change in control . . . . . . . . . . 400

8.1.16

Factors affecting a potential takeover bid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 400

8.1.17

Provisions of the bylaws governing administrative and management bodies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 400

8.2

Historical Financial Information for 2019 and 2020

401

8.3

Persons responsible for the information

402

8.3.1

Person responsible for the Universal Registration Document . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 402

8.3.2

Declaration by the person responsible for the Universal Registration Document . . . . . . . . . . . . . . . . . . . . . . . . . . . 402

8.3.3

Persons responsible for the audit of the financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 402

8.3.4

Person responsible for financial information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 402

8.

CAPGEMINI

397

ADDITIONAL INFORMATION
Legal information

8.1

Legal information

8.1.1

Corporate name, head office and website

Corporate name: Capgemini
To align its corporate name with that of the Group, the Company’s
name was changed from “Cap Gemini” to “Capgemini” on its conversion
to a European company (Societas Europaea, SE), by decision of theExtraordinary Shareholders’ Meeting of May 10, 2017.

8.1.2

The Company was set up for a period of ninety-nine years from thedate of its registration with the Paris Companies & Trade Registry. It
may be wound up in advance or have its term extended by decisionof the Extraordinary Shareholders’ Meeting.

Corporate purpose (Article 3 of the bylaws)

The Company’s purpose is to assist companies in France and abroadin managing and developing their businesses by providing themwith the benefit of its knowledge of their industry, its know-how
in the area of business process engineering and re-engineering,and its expertise in the area of information technologies.
To fulfill this purpose, the Company carries out on behalf of clients,
either directly, or through its subsidiaries or affiliates, one or moreof the following activities on a stand-alone or integrated basis:

Outsourcing
The Company manages all or part of its clients’ IT resources on theirbehalf. Where requested by clients, the Company may perform allor part of this service using its own hardware, telecommunications
systems and other equipment.
The Company may also manage the IT-based services offered to its
clients’ own clientele. In addition, it may work in partnership withclients within a structure conducting all or some of these activities.

Management consulting

In order to fulfill its corporate purpose, the Company may decide to:Working closely with clients, the Company provides change
management assistance to companies by helping them to redefineor redirect their strategy, change their product and service lines,
re-engineer their structures and business processes, restore staff
motivation and achieve other changes. To this end, the Company uses
all the possibilities offered by the latest information technologies
whenever appropriate.

— create specialist subsidiaries or acquire interests in thecapital of other companies and manage their businessin exchange for a fee. Management services include theprovision of technical, marketing, legal and financial
assistance, promotion of a consistent image, organizationof financial structures, assistance in negotiations to help
these companies win new contracts, training, research anddevelopment support, etc.;

The Company designs and installs information systems

8.

The Company is governed by prevailing French and European
legislative and regulatory provisions and the provisions of its
bylaws.

Date of incorporation and term

To prepare and facilitate the IPO on the Paris Stock Exchange of Cap
Gemini Sogeti (incorporated in 1967) a new company, Cap Gemini,grouping together all investments representing the operating
activities of the Group was incorporated on September 17, 1984.
This company was registered with the Companies & Trade Registryon October 4, 1984.

8.1.4

The information presented on the Company’s websites is not an
integral part of this Universal Registration Document.

Legal form and governing law

The Company was initially incorporated as a société anonyme (joint
stock company) and converted to a European company (Societas
Europaea, SE) by decision of the Extraordinary Shareholders’Meeting of May 10, 2017, to enable the legal form to better reflect
the Group’s international and European outlook.

8.1.3

Head office: 11, rue de Tilsitt, 75017 Paris, France
Tel.: +33 (0) 1 47 54 50 00
Website: https://www.capgemini.com

The Company designs and installs information systems. Its services
include the development of customized software, the installationof software applications available on the market or developed
internally and the integration of systems incorporating hardware,communication systems, customized software, software packages
and other components. The Company also supports clients’ IT
projects by providing consulting, project management, training
and assistance services.

398— invest and manage the Company’s available funds, make cash
advances, and provide any and all guarantees or collateral on
behalf of subsidiaries and affiliates;— obtain or acquire and use any and all patents andmanufacturing processes and sell, contribute or license any
such patents and processes.
In broader terms, the Company’s purpose includes carrying out any
and all commercial, industrial, securities, real estate or financialtransactions related, directly or indirectly, to any of the above
purposes or any similar or related purpose or which is likely tofacilitate the fulfillment or furtherance of these purposes.

2021 UNIVERSAL REGISTRATION DOCUMENTADDITIONAL INFORMATION
Legal information

8.1.5

Incorporation details and LEI

The Company is registered with the Paris Companies & Trade Registry(Registre du Commerce et des Sociétés) under number 330 703 844.
Its APE business identifier is 7010Z.

8.1.6

The Company’s Legal Entity Identifier (LEI) is 96950077L0TN7BAROX36.

Documents available

During the period of validity of this Universal Registration
Document, the following documents concerning the Company(or a copy thereof) are available for consultation at the Company’shead office: 11, rue de Tilsitt – 75017 Paris or on the Company’s
website: https://investors.capgemini.com::— the Company’s bylaws; and— all reports, letters and other documents, historical financial
information, appraisals and statements prepared by experts
at the request of the Company, some of which are included inor referred to in this Universal Registration Document.

— this Universal Registration Document, also available on the
AMF website ((www.amf-france.org);
);

8.1.7

Fiscal year

The Company’s fiscal year commences on January 1 and ends on December 31.

8.1.8

Appropriation and distribution of profits

The Shareholders’ Meeting has sole discretionary powers todecide on the appropriation of distributable income, as definedby French company law. Consequently, the Shareholders’ Meeting
may decide to appropriate all or part of distributable income torevenue reserves, special reserves or retained earnings, or to
distribute all or part of the amount to shareholders.
The Shareholders’ Meeting also decides the terms and conditionsof payment of dividends. In particular, shareholders may be offered

8.1.9

Shareholders may participate in Shareholders’ Meetings in person,by proxy or by casting a remote vote in accordance with the terms
and conditions set by applicable regulations.
Shareholders who have informed the Company that they wish
to participate in a meeting in person, remotely or by proxy may
not alter their method of participation. however, attendance ata meeting by a shareholder in person shall cancel any votes castby proxy or remotely.
To be taken into account, remote votes or proxy forms must be
received by the Company at least three days prior to the date of themeeting. If the Board of Directors so decides when convening themeeting, shareholders voting by proxy or remotely may participate
in voting using any telecommunication or teletransmission means
enabling their identification, including the internet, in accordancewith the conditions set out in applicable regulations at the timeof use. Where an electronic form is submitted, the shareholder’ssignature may take the form of a secure signature or a reliable
identification procedure guaranteeing the link with the related action
and potentially consisting of a user identification and password.
Where applicable, this decision of the Board of Directors shall be
communicated in the Notice of meeting published in BALO (French
Journal of Mandatory Legal Announcements).
Where a shareholder has given proxy to a third party and has also
voted remotely, if there is any difference in the two votes, theremote vote will be taken into account and the proxy ignored.
Shareholders’ Meetings deliberate under the conditions provided
by law. Pursuant to provisions governing European companies,
majority is calculated based on the number of “votes cast”, which
does not include votes attaching to shares where the shareholder
has not taken part in the vote, has abstained, or has returned ablank or spoiled ballot paper.

Disclosure thresholds

The fifteenth resolution adopted by the Extraordinary Shareholders’Meeting of May 10, 2017 amended the provisions applicable todisclosure thresholds per the bylaws and Article 10 of the bylaws
accordingly.
Going forward, only shareholders holding more than 5% of theCompany’s capital or voting rights are required to report to
the Company, within a period of four (4) stock market days, thecrossing, through an increase or a decrease, of each threshold of
1% of capital or voting rights, from this lower threshold of 5% to

CAPGEMINIIn addition, the Shareholders’ Meeting may decide to distribute a
dividend out of distributable reserves, subject to compliance with
French company law.

Shareholders’ Meetings

The right to participate at Shareholders’ Meetings is evidenced by
the registration of shares in the name of the shareholder (or of theintermediary acting on his/her behalf if domiciled outside France)in the Company’s share register or in the register of bearer shares
held by the applicable authorized intermediary. Such registrationmust be recorded at 12:00 A.M. (Paris time) on the second working
day preceding the Shareholders’ Meeting and any related notices
must be filed at one of the addresses indicated in the Notice ofmeeting. In the case of bearer shares, the authorized intermediarymust provide a participation certificate.

8.1.10a stock dividend alternative, in which case the related dividends
will be paid in the form of new shares credited as fully paid, incompliance with applicable laws and regulations. The above
provisions also apply to the distribution of interim dividends,
subject to compliance with French company law.

the threshold triggering a mandatory public offer in accordancewith prevailing regulations.
In the event of failure to comply with these disclosure rules and at
the request of one or several shareholders with combined holdings
representing at least 5% of the Company’s share capital or voting
rights, the undisclosed shares will be stripped of voting rights. Thissanction will apply for all Shareholders’ Meetings for a period of
two years from the date on which the failure to disclose is rectified.
This request and the decision of the Shareholders’ Meeting must
be recorded in the minutes of the Shareholders’ Meeting.

399

8.

ADDITIONAL INFORMATION
Legal information

When calculating these “thresholds per the bylaws” the same
instances where shares and voting rights held by third parties

8.1.11are deemed equivalent to shares and voting rights held by theshareholder subject to legal disclosure requirements are applicable.

Shareholder identification

The Company can use available legal provisions to identify holders of bearer shares.

8.1.12

Voting rights

Following the decision of the Combined Shareholders’ Meetingof May 6, 2015 in its tenth resolution not to apply the provisionsof Article L. 225-123 of the French Commercial Code regarding
double voting rights, each share carries entitlement to one vote.
This includes fully-paid shares held in registered form for at least

8.1.13two years by the same shareholder and bonus registered shares
granted in respect of registered shares held for at least two years
in the event of a share capital increase by capitalization of reserves,profits or additional paid-in capital.

Changes in shareholder rights

Changes in the share capital or the rights attached to shares are subject to compliance with French company law alone, as the bylaws
do not contain any specific provisions in this respect.

8.1.14Rights, privileges and restrictions relating to shares

In addition to the voting right conferred by law, each share confers
entitlement to a portion of the profits and any liquidation surplus,
in direct proportion to the number and par value of outstanding
shares.

8.1.15

No preferential rights are attached to any specific class of sharesor category of shareholder.

Provisions of the bylaws or other provisions that could delay, defer or
prevent a change in control

Not applicable.

8.1.16

Factors affecting a potential takeover bid

No factors are subject to the provisions of Article L. 22-10-11 of the French Commercial Code.

8.1.17

Provisions of the bylaws governing administrative and management
bodiesAppointment of Directors and duration of terms ofofficeThe Company has a Board of Directors comprised of a minimumof three and a maximum of eighteen members, who must be
individuals. Directors are appointed individually by Shareholders’Meeting for a period of four years. Directors, other than Directors
representing employees or employee shareholders are appointed
or reappointed on a rolling basis to ensure the staggered renewal ofterms of office in as equal fractions as possible. Exceptionally, andsolely for the purposes of this rolling renewal, the Shareholders’Meeting may appoint one or more Directors for a term of one,
two or three years.

8.

In addition, a director representing employee shareholders is also
appointed by Shareholders’ Meeting for a period of four years when,at the end of a fiscal year, the percentage of share capital held byemployees of the Company and companies related to it within
the meaning of Article L. 225-180 of the French Commercial Code,represents over 3% of the Company’s share capital. The director
representing employee shareholders is elected by the Ordinary
Shareholders’ Meeting from a choice of two candidates nominatedin accordance with the provisions of the law and the bylaws.

Pursuant to employee representation requirements on the Boardof Directors in accordance with the provisions of the Rebsamen
Law of August 17, 2015, the Board of Directors also includes two
Directors representing employees, appointed for a period of four
years as follows:— a director representing employees appointed by the union
body which obtained the most votes at the first round of theelections referred to in Articles L. 2122-1 and L. 2122-4 of theFrench Labor Code, organized by the Company and direct
or indirect subsidiaries whose registered office is located in
France;— a second director appointed by the European Group Council(known as the International Works Council in Capgeminigroup).
The director representing employee shareholders and the Directors
representing employees are not taken into account in determining
the maximum number of Directors pursuant to Article L. 225-17 of
the French Commercial Code.

Age limit for Directors
Pursuant to Article 11.4 of the bylaws, the number of Directors
over seventy-five (75) years of age at the end of each Shareholders’Meeting called to approve the Company financial statements, may
not exceed one-third (rounded up to the nearest whole number
where appropriate) of the total number of Directors in office.

400

2021 UNIVERSAL REGISTRATION DOCUMENTADDITIONAL INFORMATION
Historical Financial Information for 2019 and 2020

Age limit for the Chairman of the Board of Directors

Majority rules within the Board of Directors

The age limit for the exercise of the duties of Chairman of theBoard of Directors is as follows:

Decisions are taken in accordance with quorum and majority rules
provided by law, except for the decision regarding the two possible
methods for the Company’s general management. Where voting istied, the Chairman of the Company has the casting vote.

— seventy (70) years of age when he/she also holds the positionof Chief Executive Officer; and— seventy-nine (79) years of age when he/she does not hold theposition of Chief Executive Officer.
In both cases, the term of office expires at the end of the first
Ordinary Shareholders’ Meeting following the Chairman’s birthday.
Where the duties of Chairman and those of Chief Executive Officer
are separated, the duties of Chief Executive Officer expire theday of the first Ordinary Shareholders’ Meeting following his/her
seventieth birthday.

Minimum investment by Directors in the share capitalof the Company
Pursuant to Article 11.2 of the bylaws, each director must holdat least one thousand (1,000) Company shares throughout theirterm of office.
This obligation to hold shares does not apply to Directors representing
employee shareholders and Directors representing employees.

General management
The general management of the Company is assumed by either the
Chairman of the Board of Directors (who therefore holds the titleof Chairman and Chief Executive Officer), or by another individual
appointed by the Board of Directors, who holds the title of Chief
Executive Officer. The Board of Directors chooses between thesetwo possible methods for the Company’s general management,
voting with a two-thirds majority of all Directors.
Since May 20, 2020, the general management of the Company
has been assumed by Mr. Aiman Ezzat, the Board of Directors
having decided to separate the duties of Chairman of the Boardof Directors and Chief Executive Officer from this date.
For more information, please refer to Chapter 2.1.2 of this Universal
Registration Document.

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

8.2

Historical Financial Information for 2019 and 2020

In accordance with Article 19 of European regulation no. 2017/1129
of June 14, 2017, the following information is incorporated byreference in this Universal Registration Document and is available
at https://investors.capgemini.com/en/annual-reports/?fiscal-year::— relating to the year ended December 31, 2019:–— relating to the year ended December 31, 2020:–––

the Management Report, consolidated financial
statements and the Statutory auditors’ report on
the consolidated financial statements, set out in theRegistration Document filed on March 26, 2021 under
no. D. 21-0204 (pages 373 to 374 and 210 to 285,
respectively),
the parent company financial statements of Capgemini SE
and the Statutory auditors’ report on the parent
company financial statements set out in the Registration
Document filed on March 26, 2021 under no. D. 21-0204(pages 286 to 315),
the Statutory auditors’ special report on related-party
agreements, set out in the Registration Document filed
on March 26, 2021 under no. D. 21-0204 (page 316 to 318);––

the Management Report, consolidated financial
statements and the Statutory auditors’ report on
the consolidated financial statements, set out in the
Universal Registration Document filed on March 25, 2020
under no. D. 20-0171 (pages 359 to 360 and 182 to 254,
respectively),
the parent company financial statements of Capgemini SE
and the Statutory auditors’ report on the parent company
financial statements set out in the Universal Registration
Document filed on March 25, 2020 under no. D. 20-0171(pages 258 to 286),
the Statutory auditors’ special report on related-party
agreements, set out in the Universal Registration
Document filed on March 25, 2020 under no. D. 20-0171(pages 284 to 286).

Copies of the Universal Registration Document are available from
Capgemini SE, 11 rue de Tilsitt, 75017 Paris, on its corporate website
at http://investors.capgemini.com,, and on the AMF website atwww.amf-france.org.

8.

CAPGEMINI401

ADDITIONAL INFORMATION
Persons responsible for the information

8.3

Persons responsible for the information

8.3.1

Person responsible for the Universal Registration Document
Aiman EZZAT
Chief Executive Officer
11, rue de Tilsitt, 75017 Paris

8.3.2 Declaration by the person responsible for
the Universal Registration Document“I hereby declare that the information contained in this Universal Registration Document is, to the best of my knowledge,in accordance with the facts and contains no omission likely to affect its import.
I hereby declare that, to the best of my knowledge, the financial statements have been prepared in accordance with theapplicable accounting standards and give a true and fair view of the assets, liabilities, financial position and results of theCompany and all the other companies included in the scope of consolidation, and that the information provided in theManagement Report listed in Chapter 9, Section 9.3 gives a fair description of the material events, results and financial
position of the Company and all the other companies included in the scope of consolidation, as well as a description of themain risks and contingencies with which the Company may be confronted.“
Paris, March 28, 2022
Aiman EZZAT
Chief Executive Officer

8.3.3 Persons responsible for the audit of the financial statements
Principal Statutory auditors
PricewaterhouseCoopers audit

MAZARS

Member of the Compagnie Régionale
des Commissaires aux Comptes de Versailles.

Member of the Compagnie Régionale
des Commissaires aux Comptes de Versailles.

63, rue de Villiers, 92208 Neuilly-Sur-Seine Cedex,
represented by Ms. Itto El Hariri and Mr. Richard Béjot

Tour Exaltis, 61 rue Henri Regnault, 92400 Courbevoie,
represented by Ms. Anne-Laure Rousselou
and Mr. Dominique Muller

First appointed at the Ordinary Shareholders’ Meeting ofMay 24, 1996.
Current term expires at the close of the Ordinary Shareholders’Meeting held to approve the 2025 financial statements.

First appointed at the Ordinary Shareholders’ Meeting ofMay 20, 2020.
Current term expires at the close of the Ordinary Shareholders’Meeting held to approve the 2025 financial statements.

8.3.4 Person responsible for financial information
Carole FERRAND
Chief Financial Officer
11, rue de Tilsitt, 75017 Paris
Tel. : + 33 (0)1 47 54 50 00

8.

402

2021 UNIVERSAL REGISTRATION DOCUMENT

9.
Cross-Reference Table
9.1

Information required under Commission Regulation (EC) no. 2017-1129

404

9.2

Cross-Reference Table for the Annual Financial Report

406

9.3

Cross-Reference Table for the Management Report

407

9.

CAPGEMINI

403

CROSS-REFERENCE TABLE
Information required under Commission Regulation (EC) no. 2017-1129

9.1

Information required under Commission Regulation(EC) no. 2017-1129
Universal Registration Document page1

PERSONS RESPONSIBLE

402

2

STATUTORY AUDITORS

402

3

RISK FACTORS

4

INFORMATION ABOUT THE ISSUER

115 to 127

History of the Company

56Legal and commercial name of the issuer

398

Place of registration and registration number of the issuer

399

Date of incorporation and length of life of the issuer

398

Domicile and legal form of the issuer, legislation under which the issuer operates, its countryof incorporation, and the address and telephone number of its registered office398

BUSINESS OVERVIEW
Principal activities

8 to 9Principal markets

13 to 16

Important events in the development of the issuer’s business

26 to 29

Strategy and objectives

17 to 20

Information of dependency on patents/licenses, industrial, commercial or financial contracts
or new manufacturing processes

15 to 16

Information regarding the issuer’s competitive position

15

Investments

21

ORGANIZATIONAL STRUCTURE
Brief description of the Group and position of the issuer
List of significant subsidiaries

7

OPERATING AND FINANCIAL REVIEW8CAPITAL RESOURCES
Information concerning capital resources

9

21 to 2222230 to 236 and 303

254 to 263, 305, 312 to 320,
338 to 343 and 346 to 347

Cash flows

240 and 283 to 284

Information on the borrowing requirements and funding structure of the issuer

278 to 282 and 294

Restrictions on the use of capital resources

N/A

Explanation of funding sources

21

REGULATORY ENVIRONMENT

121 to 123

10 TREND INFORMATION

236

11

PROFIT FORECASTS OR ESTIMATES

N/A

12

ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIESAND SENIOR MANAGEMENT

13REMUNERATION AND BENEFITS

14

BOARD PRACTICES

33 to 81 and 400 to 401
82 to 107 and 294

Terms of office members of administrative, management or supervisory bodies

46 to 63

Information about members of the administrative, management or
supervisory bodies’ service contracts with the issuer

45 and 65

Information about the issuer’s Audit Committee and Remuneration Committee

77 to 79

Statement on Corporate GovernancePotential material impacts on Corporate Governance

32 and 70 to 71
N/A

9.

404

2021 UNIVERSAL REGISTRATION DOCUMENTCROSS-REFERENCE TABLE
Information required under Commission Regulation (EC) no. 2017-1129

Universal Registration Document page

15

EMPLOYEES
Number of employees
Employee share ownership and performance shares

Description of arrangements for involving the employees in the capital
16

105 to 107, 254 to 263,
312 to 319 and 341 to 343
N/A

MAJOR SHAREHOLDERS
Identification of major shareholders

343 and 346

Existence of different voting rights

400

Control of the issuer
Description of arrangements which may result in a change in control of the issuer
17

164 to 167, 232 and 293

RELATED PARTY TRANSACTIONS

346 to 347
400
21 to 22, 45, 294 and 327

18 FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES,FINANCIAL POSITION AND PROFITS AND LOSSES
Historical financial information
Interim and other financial information

30, 335 and 401
N/A

Auditing of historical annual financial information

297 to 302 and 330 to 333

Financial statements

237 to 296 and 306 to 329

Dividend policy
Legal proceedings and arbitration
Significant change in the financial position

304, 345 and 399
122, 205 to 206 and 292
N/A

19 ADDITIONAL INFORMATION
Share capital
Amount of issued capital

338

Shares not representing capital

341

Shares held by the issuer

310, 311, 346, 347,348

Convertible securities, exchangeable securities or securities with warrants

N/A

history of share capital

338

Incorporating document and bylaws
Issuer’s objects and purposes

398

Description of the rights, preferences and restrictions attaching toeach class of the existing shares

400

Description of any provision that would have an effect of delaying,deferring or preventing a change in control of the issuer

400

20 MATERIAL CONTRACTS
21 DOCUMENTS AVAILABLE

26 to 27
399

N/A: not applicable.

9.

CAPGEMINI

405

CROSS-REFERENCE TABLE
Cross-Reference Table for the Annual Financial Report

9.2 Cross-Reference Table for the Annual
Financial Report
In order to assist readers of this Universal Registration Document,
the following Cross-Reference Table identifies the information
comprising the Annual Financial Report that must be publishedby listed companies in accordance with Article L. 451-1-2 of theFrench Monetary and Financial Code and Article 222-3 of theAutorité des marchés financiers (AMF, French Financial Markets
Authority) general regulations.

Document required

Universal Registration
Document page1

Company annual financial statements

2

Consolidated financial statements

3

Management Report (within the meaning of the French Commercial Code)4

Declaration by the person responsible for the Annual Financial Report5

Statutory auditors’ report on the Company financial statements

330 to 333

6

Statutory auditors’ report on the consolidated financial statements

297 to 302

306 to 329
237 to 296
See the Cross-Reference Table for
the Management Reporton page 373
402

9.

406

2021 UNIVERSAL REGISTRATION DOCUMENTCROSS-REFERENCE TABLE
Cross-Reference Table for the Management Report

9.3 Cross-Reference Table for the Management Report
Information required

Universal Registration Document page

Situation and activity of the Group
Analysis of changes in the business, results and the financial position of the Company and the GroupKey performance indicators

230 to 236 and 303
30

Major events between the year end and the date of preparation of the Management Report

294 and 328

Developments and outlook for the future

235 and 236

Research and development

N/A

Expenses and charges stipulated in Article 223 quater of the French General Tax Code

N/A

Supplier settlement periods

303

Acquisitions of investments or controlling interests during the fiscal year in companies
whose registered office is located in France

245

Subsidiaries and investments

295 to 296 and 329

Description of the main risks

115 to 124

Financial risks due to climate changeInternal control and risk management procedures implemented by the Company

125 to 126 and 146 to 148
110 to 115

Report of the Board of Directors on Corporate Governance
Organization of Group Management activities

34 to 37

List of all terms of offices and duties held in any company by each corporate officer
during the last fiscal year

46 to 63

Composition, preparation and organization of the work of the Board of Directors
Application of the principle of balanced representation of men and women on
the Board of Directors

38 to 45 and 70 to 81
68

Diversity policy applied to members of the Board of Directors

38 to 40

Limits brought by the Board of Directors on Chief Executive Officer’s powers

35 and 36

Reference to a Code of Corporate Governance and application of the principle comply or explain

32 and 71

2019 compensation of Corporate Officers

82 to 107

Corporate Officer compensation policy

82 to 90

Commitments of any kind made by the Company for the benefit of its Executive Corporate
Officers

45

Agreements between a corporate officer or a major shareholder and a subsidiary45

Use of the option to demand repayment of variable compensation

102

Ratio of the compensation of each Executive Corporate Officer to average and mediancompensation of company employees

103 and 104

Annual trends in compensation, company performance, average company employeecompensation and the above ratios over the past five years

105

Explanation of the way total compensation complies with the compensation policy adopted,
including how it contributes to the Company’s long-term performance and the way performance
criteria are applied

84

Grant of free shares to Executive Corporate Officers and their retention

86

Specific conditions governing shareholders’ attendance at Shareholders’ Meetings

399

Summary table of delegations of authority currently in force granted by the Shareholders’Meeting relating to an increase in capital

339 and 340

Assessment procedure for ordinary agreements – Implementation

45

Factors affecting a potential takeover bid

400

9.

CAPGEMINI

407

CROSS-REFERENCE TABLE
Cross-Reference Table for the Management Report
Information required

Universal Registration Document page

Information on the share capital
Structure, change in Company share capital and threshold notifications

305, 338, 343 to 347

Employee share ownership

341 to 343

Summary of transactions carried out by members of the Board of Directors andother senior managers and related persons in the company’s shares

69

Buyback by the Company of its own shares

347 to 349

Information on share subscription options granted to Executive Corporate Officers andemployees

86, 91 to 107, 254 to 263,
312 to 319 and 341 to 343

Information on free share grants to Executive Corporate Officers

86, 91 to 107, 254 to 263,
312 to 319 and 341 to 343

Dividends and other revenue distributed during the past three fiscal years

304 and 345 to 346

Statement on Non-Financial Performance

18 to 19, 125 to 127 and 130 to 228

Anti-corruption policy

202 to 205

Vigilance plan and report on its effective implementation

214 to 217

Other information
Table of the Company results over the past five fiscal years

335

Supplementary report of the Board of Directors on issuance of shares under the Group employee
share ownership plan

387 to 390

N/A: not applicable.

9.

Design and production: Agence Marc Praquin
Couver: Ludovilk Myers – ilkflottante.com

408

2021 UNIVERSAL REGISTRATION DOCUMENT

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