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Capgemini Deutschland Holding GmbH

Berlin

Jahresabschluss zum 31. Dezember 2019 und Lagebericht

Lagebericht 2019

Capgemini Deutschland Holding GmbH, Berlin

1. Geschäft und Rahmenbedingungen

2. Ertragslage

3. Finanzlage

4. Vermögenslage

5. Chancen- und Risikobericht

a) Markt-, branchen- und unternehmensspezifische Chancen und Risiken

b) Besondere Risiken - Coronavirus

c) Risiken aus Fremdwährungsgeschäften

6. Prognosebericht

1. Geschäft und Rahmenbedingungen

Die Capgemini Deutschland Holding GmbH gehört zum global agierenden Capgemini Konzern, dessen Muttergesellschaft, die Capgemini SE, Paris, Frankreich, im CAC-40 an der Pariser Börse notiert ist. Capgemini ist einer der weltweit führenden Anbieter von Management- und IT-Beratung, Technologie-Services und Digitaler Transformation. In Deutschland, dem größten kontinentaleuropäischen Beratungsmarkt, gehört Capgemini nach Angaben der Marktanalysten von Lünendonk ebenfalls zu den führenden IT-Beratungs-, Systemintegrations- und Consulting-Unternehmen.

Die Capgemini Deutschland Holding GmbH betreibt selbst kein operatives Geschäft. Vielmehr besteht der Zweck der Gesellschaft im Halten und Verwalten ihrer unmittelbaren und mittelbaren Beteiligungen sowie in der Erbringung konzerninterner Dienstleistungen. Die wichtigsten operativen Beteiligungen bestehen an der Capgemini Outsourcing Services GmbH, Düsseldorf (unmittelbar), sowie an der Capgemini Deutschland GmbH, Berlin (mittelbar).

Die Capgemini Outsourcing Services GmbH ist als IT-Outsourcing und IT-Service-Gesellschaft für die Capgemini-Gruppe am deutschen Markt tätig und bietet vor allem Dienstleistungen im IT-Infrastrukturbereich an. Hierzu gehören insbesondere die Servicebereiche Rechenzentrumbetrieb, Netzwerkmanagement und Desktopmanagement. Ferner erbringt die Gesellschaft in zunehmendem Maße Projekt- und Consultingleistungen in den Bereichen Cloud & Edge Services, Service Integration sowie Cyber Security Services.

Die Capgemini Deutschland GmbH bietet Leistungen in den Geschäftsbereichen Strategy & Transformation sowie Applications & Technology Services an. Der Bereich Strategy & Transformation vereint Strategie, Technology, Data Science und kreatives Design, um neue digitale Lösungen und die Geschäftsmodelle der Zukunft zu entwickeln. Das Leistungsspektrum der Applications & Technology Services umfasst Beratung, Konzeption, Entwicklung und Umsetzung von IT-Architektur- und Systemintegrationsprojekten.

Die Konjunktur in Deutschland wurde im Jahr 2019 durch eine nachlassende Nachfrage nach Investitionsgütern, globale Handelskonflikte sowie die Unsicherheit im Zusammenhang mit dem Brexit negativ beeinflusst. Infolgedessen verlangsamte sich das Wirtschaftswachstum im Jahresverlauf sukzessive, das Bruttoinlandsprodukt stieg im Jahresdurchschnitt lediglich noch um 0,5%. Gestützt wurde das Wachstum vor allem durch privaten und staatlichen Konsum sowie eine anhaltende Hochkonjunktur in der Bauindustrie. Wachstumstreiber bleibt ferner die Investitionsbereitschaft in Zukunftsthemen. Der tiefgreifende, digitale Wandel veranlasst Unternehmen, Organisationen und die öffentliche Verwaltung weiterhin, ihre Strategien, Geschäftsmodelle, Systeme, Prozesse, Organisationsstrukturen einschließlich ihrer Kundeninteraktion an die Anforderungen des digitalen Zeitalters anzupassen. Beratungs- und IT-Dienstleistungsunternehmen wie Capgemini unterstützen ihre Kunden dabei, die notwendigen digitalen Transformationsprozesse zu entwickeln und umzusetzen.

Die Unternehmensberatungsbranche blickt nach Einschätzung des Bundesverbandes der Unternehmensberater (BDU) auf ein zufriedenstellendes Geschäftsjahr 2019 zurück. Der Umsatz des Gesamtmarktes legte gemäß Angaben des Verbandes im Vergleich zum Vorjahr um rund 5,7% zu, der Zuwachs blieb dabei allerdings als Folge zunehmender wirtschaftlicher Eintrübung hinter der Prognose aus dem Vorjahr von 7% zurück. Die Bandbreite des durchschnittlichen Unternehmenswachstums in den einzelnen Unternehmensgrößenklassen lag zwischen 4,5% und 7%, bei den großen, umsatzstarken Beratungsunternehmen betrug das durchschnittliche Wachstum 5,5%. Haupttreiber war wie bereits in den Vorjahren der Bedarf großer und mittelständischer Unternehmen nach Unterstützung bei der digitalen Transformation. Wichtige Beratungsthemen bleiben die Weiterentwicklung von Geschäftsmodellen sowie die Kreation und Umsetzung von Innovationen. Stark gefragt waren ferner Beratungsleistungen in den Bereichen Projektmanagement, Prozessoptimierung, Big Data, Datenanalyse und Cloud Computing im Rahmen von Softwareentwicklungs- und Systemintegrationsprojekten. Daneben verzeichneten Beratungsprojekte im Bereich IT-Datenschutz und Datensicherheit vor dem Hintergrund zunehmender Cyberattacken sowie der im Mai 2018 in Kraft getretenen EU-Datenschutzgrundverordnung einen großen Umsatzzuwachs.

Im Rahmen der Erbringung konzerninterner Leistungen agiert die Capgemini Deutschland Holding GmbH als Service-Dienstleister gegenüber anderen Konzerngesellschaften der Region Central Europe. In das Leistungsportfolio fallen die Erbringung und Verrechnung typischer Shared-Services bzw. Overhead-Leistungen in den Bereichen Legal, Finanzen, Einkauf, Marketing, IT und Human Resources.

Zusammenfassend stellt sich das Geschäftsjahr 2019 wie folgt dar:

	2019	2018
Rohergebnis in EUR Mio	25,3	23,8
Jahresüberschuss(+) / Jahresfehlbetrag(-) in EUR Mio	28,3	-0,2
Mitarbeiter im Jahresdurchschnitt	176	163

2. Ertragslage

Die Ertragslage im Geschäftsjahr 2019 ist maßgeblich durch folgende Einflüsse geprägt:

―	Ein durch Sondereffekte und die Weiterbelastung des gestiegenen Personalaufwands erhöhtes Rohergebnis
―	Leicht reduzierte Abschreibungen auf Sachanlagen
―	Erhöhter Personalaufwand aufgrund gestiegener Mitarbeiterzahl
―	Leicht gesunkene sonstige betriebliche Aufwendungen
―	Erstmalige Berücksichtigung von Erträgen aus Gewinnabführung aufgrund des neuen Gewinnabführungs- und Verlustübernahmevertrags vom 12. Dezember 2019 zwischen der Gesellschaft und der Capgemini Outsourcing Services GmbH, Düsseldorf
―	Anstieg der Zinserträge verbunden mit dem Rechtsstreit "Göttinger Gruppe"
―	Erhöhung der Zinsaufwendungen aufgrund gestiegener Zinsen auf Steuernachzahlungen
―	Deutlicher Anstieg des Aufwands aus Steuern vom Einkommen und vom Ertrag aufgrund des signifikant erhöhten steuerlichen Ergebnisses

Die Erhöhung des Rohergebnisses der Capgemini Deutschland Holding GmbH um EUR 1,4 Mio auf EUR 25,2 Mio resultiert im Wesentlichen aus der Weiterbelastung von Einmalaufwendungen für das Mitarbeiterbeteiligungsprogramm der Capgemini SE, Paris (EUR 0,8 Mio) sowie der Erhöhung des weiterbelasteten Personalaufwands (EUR 0,5 Mio).

Die Abschreibungen haben sich leicht reduziert um EUR 0,1 Mio auf EUR 3,5 Mio.

Die Erhöhung des Personalaufwands um EUR 0,5 Mio auf EUR 14,6 Mio ist hauptsächlich auf den Anstieg der Mitarbeiterzahl von durchschnittlich 163 im Jahr 2018 auf durchschnittlich 176 im Jahr 2019 zurückzuführen.

Die Sonstigen betrieblichen Aufwendungen sind um EUR 0,2 Mio auf EUR 5,9 Mio gesunken.

Im Jahr 2019 erzielte die Capgemini Deutschland Holding GmbH erstmals Erträge aus Gewinnabführung in Höhe von EUR 40,4 Mio. Grund hierfür ist der Gewinnabführungs- und Verlustübernahmevertrag vom 12. Dezember 2019 zwischen der Gesellschaft und der Capgemini Outsourcing Services GmbH, gemäß dem sich die Capgemini Outsourcing Services GmbH verpflichtet hat, beginnend ab dem Geschäftsjahr 2019 ihre Gewinne an die Capgemini Deutschland Holding GmbH abzuführen bzw. die Capgemini Deutschland Holding GmbH etwaige Verluste der Capgemini Outsourcing Services GmbH übernehmen muss.

Die sonstigen Zinsen und ähnlichen Erträge haben sich um TEUR 60 auf TEUR 121 erhöht, was überwiegend auf einen Anstieg von Kostenerstattungen durch Kläger aufgrund vonklageabweisenden Urteilen oder Klagerücknahmen im Rahmen des Rechtsstreits "Göttinger Gruppe" zurückzuführen ist.

Der Anstieg der Zinsen und ähnlichen Aufwendungen um TEUR 63 auf TEUR 463 resultiert im Wesentlichen aus der Erhöhung von Zinsen auf Steuernachzahlungen im Vergleich zum Vorjahr um TEUR 87.

Der Erhöhung der Aufwendungen aus Steuern vom Einkommen und vom Ertrag um TEUR 13.137 auf TEUR 13.087 liegt die Bildung der Ertragssteuerrückstellungen 2019 im Zusammenhang mit dem mit der Capgemini Outsourcing Services GmbH geschlossenen Gewinnabführungsvertrag sowie periodenfremde Steueraufwendungen (TEUR 91) zu Grunde.

Die vorgenannten Effekte führen zu einem Jahresüberschuss von EUR 28,3 Mio (Vorjahr Jahresfehlbetrag: EUR 0,2 Mio). Durch die erstmalige Anwendung des Gewinnabführungsvertrags konnte die ursprüngliche Prognose eines nahezu ausgeglichenen Jahresergebnisses deutlich übertroffen werden. Die Geschäftsführung blickt vor dem Hintergrund der positiven Entwicklung des Jahresergebnisses auf einen positiven Geschäftsverlauf in 2019 zurück.

3. Finanzlage

Unser Unternehmen zeichnet sich unter Berücksichtigung der gegenüber unserer französischen Muttergesellschaft Capgemini SE bestehenden Darlehensverbindlichkeit in Höhe von EUR 31,0 Mio (Vorjahr EUR 31,0 Mio) durch eine stabile Finanzlage aus. Zum Bilanzstichtag beträgt der Finanzmittelbestand, berechnet als Summe des Zahlungsmittelbestandes abzüglich kurzfristiger Kreditverbindlichkeiten, EUR 7,0 Mio nach EUR 4,9 Mio im Vorjahr.

Neben der Darlehensverbindlichkeit bestehen verzinsliche Leasingverbindlichkeiten aus Finanzierungsleasing zum Erwerb von Betriebs- und Geschäftsausstattung in Höhe von insgesamt EUR 5,2 Mio (Vorjahr EUR 5,8 Mio).

Die Mittelabflüsse aus der Investitionstätigkeit aus Auszahlungen für Zugänge im Anlagevermögen betragen EUR 2,0 Mio (EUR 2,6 Mio Zugänge zum Anlagevermögen abzüglich der Reduzierung der Leasingverbindlichkeiten aus der Finanzierung des Anlagevermögens von EUR 0,6 Mio).

Die Mittelzuflüsse aus der laufenden Geschäftstätigkeit betragen ca. EUR 5,1 Mio.

Der Liquiditätsbestand aus Bankguthaben beträgt zum Berichtsstichtag EUR 7,0 Mio nach EUR 4,9 Mio im Vorjahr.

Das Nettoumlaufvermögen (Umlaufvermögen abzgl. kurzfristiger Verbindlichkeiten und Rückstellungen) erhöhte sich zum Bilanzstichtag um EUR 28,7 Mio auf EUR 28,2 Mio nach EUR -0,5 Mio zum Vorjahresstichtag.

Die Finanzierung der Gesellschaft erfolgt wie in den Vorjahren konzernintern durch Unternehmen der Capgemini Gruppe. Die Verbindlichkeiten gegenüber verbundenen Unternehmen beliefen sich zum Bilanzstichtag auf EUR 32,0 Mio (Vorjahr: EUR 31,4 Mio). Dies entspricht einem Anteil am Gesamtkapital von 11 % (Vorjahr: 13 %). Hierin enthalten sind im Wesentlichen Darlehensverbindlichkeiten von EUR 31,0 Mio. Das Darlehen wurde in 2017 neu mit der Konzernobergesellschaft vereinbart und löst die Cash Pool Vereinbarungen mit den Tochtergesellschaften ab, die formal kurzfristig ausgestaltet waren. Es hat eine Laufzeit bis April 2023 und eine maximal verfügbare Kreditlinie von EUR 40 Mio.

Verbindlichkeiten gegenüber Kreditinstituten bestanden am Bilanzstichtag nicht.

4. Vermögenslage

Die Vermögenslage unseres Unternehmens ist stabil.

Die Bilanzsumme beträgt zum 31. Dezember 2019 EUR 279 Mio (Vorjahr: EUR 235 Mio). Der Anteil des Anlagevermögens an der Bilanzsumme beträgt zum Ende des Geschäftsjahres 81 % (Vorjahr: 96 %). Davon entfallen auf die Finanzanlagen 78,6 % (Vorjahr: 93,0 %).

Die Investitionen in die immateriellen Vermögensgegenstände und das Sachanlagevermögen betrugen im Berichtsjahr EUR 2,6 Mio (Vorjahr: EUR 3,8 Mio) und betrafen vor allem Hardware, die die Gesellschaft im Rahmen ihrer Holdingtätigkeit an verbundene Unternehmen zur Nutzung zur Verfügung stellt.

Die Finanzanlagen bestehen zum Bilanzstichtag hauptsächlich aus Anteilen an unserem verbundenen Unternehmen, der Capgemini Outsourcing Services GmbH. Die Werthaltigkeit der Anteile wird jährlich überprüft.

Die Forderungen im Verbundbereich betragen zum Jahresende 2019 EUR 45,8 Mio (Vorjahr: EUR 3,8 Mio). Hierin sind Forderungen aus konzerninternen Lieferungen und Leistungen in Höhe von EUR 5,4 Mio (Vorjahr EUR 3,8 Mio) sowie sonstige Forderungen in Höhe von EUR 40,4 Mio aus dem in 2019 geschlossenen Ergebnisabführungsvertrag mit der Capgemini Outsourcing Services GmbH (Vorjahr EUR 0,0 Mio) enthalten.

Der Anteil des mittel- und langfristigen Fremdkapitals am Gesamtkapital beträgt 13 % (Vorjahr: 16 %). Das mittel- und langfristige Fremdkapital enthält die Rückstellungen für Pensionsverpflichtungen und Altersteilzeit sowie Verbindlichkeiten aus Finanzierungsleasing und Darlehensverbindlichkeiten.

Die Verbindlichkeiten im Verbundbereich betragen zum Jahresende 2019 EUR 32,0 Mio (Vorjahr: EUR 31,4 Mio). Hierin enthalten sind Verbindlichkeiten aus konzerninternen Lieferungen und Leistungen sowie Darlehensverbindlichkeiten von EUR 31,0 Mio. Die am Bilanzstichtag bestehenden Verbindlichkeiten gegenüber verbundenen Unternehmen wurden mit Forderungen verrechnet, sofern die Aufrechnungslage gegeben ist.

Zum Ende des Geschäftsjahres wird ein Eigenkapital von EUR 217,4 Mio (Vorjahr: EUR 189,1 Mio) ausgewiesen. Die Eigenkapitalquote beträgt zum 31. Dezember 2019 78 % (Vorjahr: 80 %).

5. Chancen und Risikobericht

a) Markt-, branchen- und unternehmensspezifische Chancen und Risiken

Unser Unternehmen ist Teil des Capgemini Konzerns, dessen Muttergesellschaft Capgemini SE, Paris, Frankreich, in Frankreich börsennotiert ist (CAC-40). Aufgrund der Konzernzugehörigkeit und infolge der Börsennotierung ergeben sich umfassende Anforderungen an Risikomanagement, Risikocontrolling, interne Kontrollen und das Konzernreporting, die konzerneinheitlich definiert und angewendet werden. Die Capgemini Deutschland Holding GmbH wendet sämtliche Risikoerkennungs- und -steuerungsmethoden des Konzerns an.

Die Chancen- und Risikostruktur im Capgemini Konzern und für unsere Gesellschaft hat sich gegenüber dem Vorjahr grundsätzlich nicht wesentlich verändert.

Die Capgemini Deutschland Holding GmbH fungiert als Shared-Service-Dienstleister gegenüber anderen Gruppengesellschaften im In- und Ausland und hält mittelbar und unmittelbar Beteiligungen. Die Risiken- und Chancenstruktur der Capgemini Deutschland Holding GmbH beschränkt sich damit im Wesentlichen auf diese Bereiche. Die nachfolgend aufgeführten Risiken und Chancen sind in der Reihenfolge ihrer Bedeutung als Nettorisiken aufgeführt, d.h. nach Risikominimierungsmaßnahmen.

Die für die einzelnen Dienstleistungen abgeschlossenen Verträge beinhalten übliche Terminierungsklauseln. Hieraus erwächst das latente Risiko einer Nachfragekürzung bzw. Preisreduzierung hinsichtlich des angebotenen Leistungsportfolios, insbesondere in Abhängigkeit der Performance der angeschlossenen Gruppengesellschaften. Das Risiko für die Entwicklung der Ertragslage der Gesellschaft wird grundsätzlich als gering angesehen, da mittelfristige Planungen innerhalb der Gruppe hinreichend Flexibilität im Mitarbeitereinsatz bieten.

Darüber hinaus ist die Capgemini Deutschland Holding GmbH als nicht operativ am Markt tätige Holdinggesellschaft wesentlich auf die Ertragskraft ihrer Beteiligungen und damit auf die Erzielung von Beteiligungserträgen angewiesen.

Die wesentlichen Chancen und Risiken, die sich auf die Ertragskraft unserer Beteiligungen auswirken könnten, stellen sich wie folgt dar:

―	Capgemini ist als national und international tätiger Beratungskonzern sowie IT- und Outsourcing Dienstleister den üblichen Risiken in diesen Märkten ausgesetzt. Insbesondere Marktvolatilität und schnelle Veränderungsrhythmen zwingen Unternehmen dazu, sich immer wieder flexibel auf neue Marktbedingungen einstellen zu müssen. Die Anforderungen der Kunden an die Beratungsgesellschaften steigen permanent hinsichtlich Know-how und Seniorität, aber auch hinsichtlich der geforderten sozialen Kompetenz in den stattfindenden Veränderungsprozessen. Eine Herausforderung für uns besteht darin, die Beratungskompetenz unserer Funktions- und Branchenspezialisten weiter zu steigern und unsere Lösungskompetenz anhand von Best-Practice-Beispielen zu dokumentieren. Zur Erreichung unserer Unternehmensziele benötigen wir hochqualifizierte Mitarbeiterinnen und Mitarbeiter. Diese sind nicht jederzeit in ausreichendem Maße auf dem Arbeitsmarkt verfügbar. Durch gezielte und umfassende interne und externe Ausbildung werden die Mitarbeitenden für die Anforderungen qualifiziert. Die hohe Qualifikation der Mitarbeitenden kann im Falle einer überdurchschnittlichen Fluktuation zu Know-how-Verlusten führen. Daher ist neben der gezielten fachlichen Weiterbildung insbesondere jüngerer Mitarbeitender die Bindung sehr wichtig. Durch gezielte Maßnahmen im Personalbereich, wie z. B. eine Beteiligung der Mitarbeitenden am Unternehmenserfolg, wird diesem Risiko entgegengewirkt. Unsere Fluktuationsrate lag im Geschäftsjahr 2019 bei rund 13% (Vorjahr: 12%), weshalb das Risiko auch vor dem Hintergrund des angestrebten Umsatzwachstums als mittleres Risiko einzustufen ist.
―	Geprägt wird die Beratungsbranche auch von einem geänderten Einkaufsverhalten von Beratungsleistungen in den Konzernen und im gehobenen Mittelstand. Bei vielen Auswahlprozessen sind mittlerweile Einkaufsabteilungen einbezogen bzw. steuern maßgeblich gemeinsam mit den Fachabteilungen die Entscheidung für die Zusammenarbeit mit den externen Beratern. Hierdurch wird nicht zuletzt ein erheblicher Preiswettbewerb erzeugt, der einen entsprechenden Margendruck nach sich zieht. Die Auftragsinhalte und -strukturen haben sich in den letzten Jahren verändert. Die Kunden erwarten zunehmend, dass neben reinem Sourcing verstärkt wertschöpfende Beratungsleistungen sowie End-to-End-Lösungen über nationale Grenzen hinweg angeboten und umgesetzt werden. Hiermit einhergehend verstärkt sich der bereits in Vorjahren zu beobachtende Trend, das Risiko von Projekten durch Festpreise auf die Lieferanten zu verlagern sowie wettbewerbsbedingt geringere Risikozuschläge zu erzielen. Darüber hinaus besteht die Neigung der Kunden zu erfolgsabhängigen Komponenten bei der Leistungsvergütung. Weiteres Risikopotential ergibt sich aus der Anfälligkeit von Beratungsunternehmen gegenüber Konjunkturschwankungen. In diesen Fällen sind die Projektbudgets aufgrund ihrer spezifischen Flexibilität häufig zuerst von Kürzungen bedroht.
―	Risiken aus der Durchführung von Projekten mit eigenen Mitarbeitern sowie unter Einsatz von Fremdressourcen versuchen wir durch eine Vielzahl von operativen Steuerungs- und Kontrollmaßnahmen zu reduzieren. Dazu gehören ein ständiges Monitoring unserer Projekte nach gruppenweit festgelegten Standards und KPI´s sowie die regelmäßige Überprüfung der Einhaltung von Compliance Anforderungen. Soweit bekannt und bewertbar werden Risiken durch eine angemessene Bewertung und Risikovorsorge im Jahresabschluss berücksichtigt.
―	Finanzielle Risiken werden gruppenweit gesteuert und umfassen insbesondere die Minimierung von Wechselkursrisiken und Finanzierungsrisiken, die durch die Treasury Abteilung des Capgemini Konzerns einheitlich gesteuert werden. Die Risiken in diesem Bereich sind daher gering.
―	Die in der Zukunft geplanten Wachstumsraten bedingen eine laufende Anpassung des Geschäftsmodells, der Managementstrukturen und der Organisation. Diese Aufgabe ist eine wichtige Herausforderung und Chance für das Management, um Ressourcenengpässe und Aufgabenkonzentrationen zu vermeiden.
―	Wesentliche Chancen sehen wir in der Umsetzung unserer globalen Strategie und der konsequenten Ausrichtung unseres Beratungs- und Serviceportfolios an den aktuellen IT-Trends und Zukunftsmärkten vor allem rund um die Themen Cloud, Digital und Plattformen. Darüber hinaus werden wir die Möglichkeiten weiterer Kostenoptimierung durch Fortführung des Transformationsprogramms der Capgemini Gruppe nutzen.

Rechtliche Risiken bestehen aus dem nachfolgend aufgeführten Rechtsstreit. Die Entwicklung des Rechtsstreits in den letzten Jahren zeigt, dass inzwischen das Risiko, hieraus finanzielle Belastungen zu erleiden, als äußerst unwahrscheinlich einzustufen ist:

Seit Ende März 2013 sind knapp 3.000 Klagen auf Schadensersatz von früheren Anlegern der sog. Göttinger Gruppe beim Landgericht Göttingen gegen die Gesellschaft anhängig gemacht worden. Die Anleger hatten infolge der Insolvenz der Göttinger Gruppe spätestens 2007 ihre Einlagen verloren. Diese werden nunmehr im Wege von Schadensersatzansprüchen geltend gemacht. Nachdem das Gericht in der Zwischenzeit einige Klagen von Ehepartnern zusammenfasste, sind nunmehr 2.868 einzelne Klage- bzw. Mahnverfahren rechtsanhängig. Insgesamt wurden bis dato Ansprüche in Höhe von EUR 70,7 Mio geltend gemacht. Das theoretische Kostenrisiko im Falle eines Obsiegens aller Kläger (Klageforderung einschließlich Zinsen, Anwalts- und Gerichtskosten) betrug nach den ursprünglichen Einschätzungen unserer anwaltlichen Berater für die Beklagten insgesamt etwa EUR 105 Mio.

Die Gesellschaft wird (als Rechtsnachfolgerin der im Wege der Akquisition des früheren Management-Beratungsgeschäftes der Ernst & Young-Gruppe durch die Capgemini Gruppe im Jahr 2000 übernommenen Ernst & Young Consulting GmbH) zusammen mit der Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft auf Schadensersatz in Anspruch genommen. Der Tatvorwurf gegen die Rechtsvorgängerin der Gesellschaft betrifft Beratungsleistungen, die im Jahr 1993 erfolgten.

Gemäß Mitteilung unserer anwaltlichen Berater hat das Landgericht Göttingen, bei dem die Klagen erstinstanzlich allesamt anhängig sind, in sämtlichen Urteilen die Klagen vollumfänglich abgewiesen, unter Verweis auf die jüngere höchstrichterliche Rechtsprechung des Bundesgerichtshofes wegen eingetretener Verjährung. Sämtliche erstinstanzlichen Verfahren sind zwischenzeitlich entweder mit klageabweisenden Urteilen oder durch Klagerücknahmen beendet worden.

Seit dem Jahr 2017 hat auch die Berufungsinstanz, das Oberlandesgericht Braunschweig, die ersten Berufungsverfahren wegen offensichtlicher Aussichtslosigkeit ohne mündliche Verhandlungen zurückgewiesen. Zum Stichtag 31. Dezember 2019 wurden 185 Zurückweisungsbeschlüsse erlassen.

Gegen diese Zurückweisungsbeschlüsse erhoben einzelne in der Berufsinstanz unterlegene Kläger im Jahr 2018 erste Nichtzulassungsbeschwerden beim Bundesgerichtshof.

Der Bundesgerichtshof wies am 6. August 2019 die erste dieser Nichtzulassungsbeschwerden zurück. Bislang ergingen zum Stichtag 31.12.2019 insgesamt sieben Zurückweisungsbeschlüsse gegen insgesamt acht eingereichte Nichtzulassungsbeschwerden beim Bundesgerichtshof.

Unsere rechtlichen Berater können nicht erkennen, dass der Gesellschaft in den Klageverfahren noch eine Inanspruchnahme und damit ein Kostenrisiko drohen könnte. Angesichts der ersten rechtskräftig abgeschlossenen Klageverfahren erwarten unsere rechtlichen Berater, dass die noch anhängigen Verfahren nicht mehr weiter betrieben werden und sehen es als überwiegend wahrscheinlich an, dass dieses Massenverfahren insgesamt in absehbarer Zeit, aber - auch der COVID-19-Krise geschuldet - wohl nicht vor Ende 2020 zu seinem Abschluss gekommen sein wird.

Auf Basis der derzeit verfügbaren Informationen bestehen nach unserer Einschätzung gegenwärtig keine erheblichen, den Bestand der Capgemini Deutschland Holding GmbH gefährdenden Einzelrisiken. Auch die Gesamtsumme der einzelnen Risiken gefährdet nicht die Fortführung des Unternehmens.

b) Besondere Risiken - Coronavirus

Im beispiellosen Kontext der globalen Coronavirus-Pandemie ist Capgeminis Priorität die Gesundheit und Sicherheit seiner Mitarbeiter und die Gewährleistung der Kontinuität der Dienstleistungen für seine Kunden.

Capgemini setzt daher Präventions- und Schutzmaßnahmen um und überwacht ständig die Einhaltung der Entscheidungen und Empfehlungen der lokalen Behörden. Darüber hinaus setzen wir Business Continuity-Pläne um, die ständig an die sich ändernde Situation angepasst werden. Zu diesem Zweck hat Capgemini eine eigene Managementeinheit eingerichtet, die direkt an die Konzernleitung berichtet. Diese Einheit, der Vertreter aller wichtigen Funktionen angehören, hat eine Reihe von Anweisungen und Prozessen implementiert, die außergewöhnlich und vorübergehend sind, um die Krise an zwei Fronten zu bewältigen: Mitarbeitersicherheit und Geschäftskontinuität mit der massiven Einführung von Heimarbeit und Einführung der operativen Rotation für die Engagements, die vor Ort durchgeführt werden müssen.

Derzeit sind wir der Ansicht, dass wir insbesondere dank unserer digitalen Fähigkeiten in der Lage sind, die Kontinuität der wesentlichen Dienstleistungen zu gewährleisten, die derzeit von unseren Kunden gefordert werden. Nichtsdestotrotz können zukünftige Entwicklungen bei der Coronavirus-Pandemie und Unsicherheiten hinsichtlich ihrer Dauer das mit dem Umfeld, in dem unser Unternehmen tätig ist, verbundene Risiko erheblich erhöhen und zu entsprechenden Umsatz- und Ergebniseinbußen führen. Kurzfristig schätzen wir dieses Risiko als hoch ein.

c) Risiken aus Fremdwährungsgeschäften

Zur Absicherung von Fremdwährungsrisiken, die aus (geplanten) Absatz- und Beschaffungsgeschäften resultieren, schließt die Gesellschaft gegenläufige Devisentermingeschäfte ab.

Von einer hohen Eintrittswahrscheinlichkeit der abgesicherten Transaktionen gehen wir aus, da es sich um routinemäßige Geschäfte handelt und die Absicherung unter dem geplanten Gesamtvolumen liegt. Der Einsatz von derivativen Finanzinstrumenten unterliegt darüber hinaus klar definierten Vorgaben und strengen internen Kontrollen.

Die Derivate werden mit den sich in Bezug auf die zukünftigen Zahlungsströme gegenläufig entwickelnden Fremdwährungstransaktionen in Bewertungseinheiten (Portfolio-Hedge) zusammengefasst. In die Bewertungseinheiten sind zum Abschlussstichtag Forderungen von insgesamt TEUR 0, Verbindlichkeiten von TEUR 0 und mit hoher Wahrscheinlichkeit erwartete zukünftige Transaktionen von TEUR 14.086 (Einkauf Dienstleistungen von TEUR 12.325, Verkauf Dienstleistungen von TEUR 1.761) einbezogen.

Die Wert- und Zahlungsstromänderungen der (zukünftigen) Grundgeschäfte und die gegenläufigen Wert- und Zahlungsstromänderungen der Devisenterminkontrakte gleichen sich aus, da das Grund- und das Sicherungsgeschäft demselben Wechselkursrisiko ausgesetzt sind. Es besteht Währungsidentität, da den (zukünftigen) Grundgeschäften in Fremdwährung Sicherungsgeschäfte in entsprechender Fremdwährung gegenüberstehen.

Die Zahlungsströme aus den am Abschlussstichtag gesicherten (zukünftigen) Grundgeschäften erfolgen bis zum 31.03.2023. Dies gilt auch für die korrespondierenden Devisentermingeschäfte.

Das Nominalvolumen und der beizulegende Zeitwert (Ermittlung auf Basis der Veränderungen von Devisenterminkursen) der zur Absicherung von Fremdwährungstransaktionen abgeschlossenen Devisenterminkontrakte ergeben sich wie folgt:

Nominalvolumen Devisenterminkontrakte 31.12.2019					beizulegender Zeitwert Devisenterminkontrakte 31.12.2019
Kauf
Indische Rupie	INR	158.983.497	EUR	1.853.687,04	EUR	-73.201,41
Polnische Zloty	PLN	46.495.038	EUR	10.471.036,82	EUR	47.740,63
			EUR	12.324.723,86	EUR	-25.460,78
Verkauf
Indische Rupie	INR	30.389.534	EUR	362.980,77	EUR	19.879,92
Polnische Zloty	PLN	6.250.000	EUR	1.398.635,51	EUR	-12.886,33
			EUR	1.761.616,28	EUR	6.993,59

Soweit sich während der Laufzeit der Sicherungsbeziehungen die bewertungsrelevanten Parameter von Grund- und Sicherungsgeschäft nicht ändern und von einem vollständigen Ausgleich der Wertänderungen auszugehen ist, bleiben die gegenläufigen Änderungen der beizulegenden Zeitwerte von Grund- und Sicherungsgeschäft bilanziell und ergebnismäßig unberücksichtigt (Einfrierungsmethode). Die Effektivität der Sicherungsbeziehung wird zu jedem Bilanzstichtag prospektiv und retrospektiv festgestellt (critical terms match-Methode). Zur Bestimmung der prospektiven Wirksamkeit der Sicherungsbeziehung wird auch auf das dokumentierte, angemessene und funktionsfähige Risikomanagementsystem von Capgemini verwiesen. Es erfolgt eine fortdauernde Risikoidentifikation, Steuerung und Analyse. Es sind angemessene interne Kontrollverfahren eingerichtet.

Die ineffektiven Anteile der Sicherungsbeziehungen, also sich nicht ausgleichende Wertänderungen sowie nicht gesicherte Fremdwährungspositionen, werden nach allgemeinen Bewertungsgrundsätzen behandelt.

6. Prognosebericht

Die weitere Geschäftsentwicklung ist von einer Reihe interner und externer Faktoren abhängig. Hierbei werden auch die politischen und gesamtwirtschaftlichen Entwicklungen auf globaler wie europäischer Ebene, insbesondere vor dem Hintergrund der sich deutlich verschärfenden Coronavirus-Pandemie, einen Einfluss auf unser Wachstum und das Jahresergebnis sowie die Entwicklung der gesamten Branche haben.

Trotz erheblicher gesamtwirtschaftlicher Risiken für 2020 stellten sich zu Beginn des Jahres die Aussichten für die Unternehmensberatungsbranche insgesamt noch verhalten positiv dar, wenngleich das Anfang 2020 vom Branchenverband BDU prognostizierte Branchenwachstum von 5,8% weiter rückläufig ist (Vorjahr 7,1%). Wesentlicher Wachstumstreiber bleibt eine unverändert gute Nachfrage aus Wirtschaft und Verwaltung nach Projekten im Zusammenhang mit der digitalen Transformation. Eine überdurchschnittliche Nachfrage (+6,7%) wird bei IT-Beratungsprojekten, speziell in den Bereichen IT-Anwendungen, -Infrastruktur sowie Datenschutz und -sicherheit gesehen. Der Jahresbeginn 2020 lässt einerseits eine stabile Nachfrage aus wichtigen Kernbranchen sowie Wachstumsimpulse erkennen. Andererseits kann sich die Beratungs- und IT-Servicebranche nicht von den sich schwieriger gestaltenden gesamtwirtschaftlichen Rahmenbedingungen und Entwicklungen in einzelnen Teilmärkten abkoppeln.

Die Beteiligungsgesellschaften der Capgemini Deutschland Holding GmbH sehen sich prinzipiell gut gerüstet, trotz anspruchsvoller Markt- und Wettbewerbsbedingungen auch in den kommenden Jahren weiter erfolgreich tätig zu sein. Mit der Fokussierung auf ertrags- und wachstumsstarke Marktsegmente und Beratungsthemen wollen wir auch in Zukunft wachsen. Dazu richten wir unser Unternehmensprofil und Leistungsportfolio konsequent auf die IT-Zukunftstrends aus.

Seit Januar 2020 breitet sich das Coronavirus weltweit weiter aus. Aufgrund großer Unsicherheit über den weiteren Verlauf und die Dauer der Krise lassen sich derzeit quantifizierbare Auswirkungen auf die gesamtwirtschaftliche Entwicklung sowie auf die wirtschaftliche Entwicklung unseres Unternehmens im Geschäftsjahr 2020 nicht verlässlich prognostizieren. Unter Berücksichtigung positiver Einflussfaktoren, unter anderem dem Abschluss eines neuen Vertrages mit einem Großkunden Ende 2019 bei einer der Beteiligungsgesellschaften der Capgemini Deutschland Holding GmbH, gehen wir aktuell davon aus, dass mögliche Umsatzeinbußen durch die Verschiebung bzw. den Wegfall von Projekten durch andere Projekte kompensiert werden können. Wir gehen daher derzeit weiter von einem moderaten Wachstum bei den Beteiligungsgesellschaften der Capgemini Deutschland Holding GmbH in 2020 gegenüber dem Vorjahr aus.

Aus der Geschäftstätigkeit der Capgemini Deutschland Holding GmbH als interner Servicedienstleister im Konzernverbund rechnen wir auf Basis der derzeitigen Erkenntnisse für 2020 mit einem Rohergebnis von ca. EUR 22-25 Mio und einem nahezu ausgeglichenen Jahresergebnis vor Erträgen bzw. Aufwendungen aus Ergebnisabführungen.

Die Mitarbeiter-Fluktuationsrate als wesentlicher nichtfinanzieller Leistungsindikator der Gesellschaft wird im Jahr 2020 auf dem Niveau des Geschäftsjahres 2019 erwartet.

Für die Geschäftsjahre 2021 und 2022 gehen wir von einer auf diesem Niveau ebenfalls stabilen Ertragslage aus.

Diese Ziele sind erreichbar, sofern eine nachhaltige konjunkturelle Entwicklung die Branchenentwicklung stützt und so für die notwendigen Impulse sorgt. Dazu fokussieren wir unser Leistungsportfolio auf ertrags- und wachstumsstarke Marktsegmente und Beratungsthemen und richten unser Unternehmensprofil konsequent auf die IT-Zukunftstrends aus. Zur Unterstützung werden wir die Kooperation mit unseren Schwestergesellschaften sowie den Capgemini eigenen Near- und Offshore-Zentren weiter forcieren. In diesen Maßnahmen sehen wir unsere wesentlichen Chancen.

Berlin, den 18. Juni 2020

Antonio Schnieder

Dr. Michael Schulte

Alain de Marcellus

Jost Förster

Jean Lassignardie

Bilanz zum 31. Dezember 2019

Aktiva

	31.12.2019		31.12.2018
	EUR	EUR	EUR	EUR
A. Anlagevermögen
I. Immaterielle Vermögensgegenstände
Entgeltlich erworbene gewerbliche Schutzrechte und ähnliche Rechte und Werte sowie Lizenzen an solchen Rechten und Werten		117.197,27		159.803,83
II. Sachanlagen
Andere Anlagen, Betriebs- und Geschäftsausstattung		5.765.672,36		6.612.835,29
III. Finanzanlagen
1. Anteile an verbundenen Unternehmen	219.067.642,85		219.067.642,85
2. Beteiligungen	9.613,29	219.077.256,14	9.613,29	219.077.256,14
		224.960.125,77		225.849.895,26
B. Umlaufvermögen
I. Forderungen und sonstige Vermögensgegenstände
1. Forderungen aus Lieferungen und Leistungen	1.056,97		115.136,32
2. Forderungen gegen verbundene Unternehmen	45.846.991,68		3.844.061,53
3. Sonstige Vermögensgegenstände	828.295,01	46.676.343,66	655.906,74	4.615.104,59
II. Guthaben bei Kreditinstituten		6.951.090,82		4.920.163,73
		53.627.434,48		9.535.268,32
C. Rechnungsabgrenzungsposten		70.233,41		89.715,90
		278.657.793,66		235.474.879,48
Passiva
			31.12.2019 EUR	31.12.2018 EUR
A. Eigenkapital
I. Gezeichnetes Kapital			128.517.070,00	128.517.070,00
II. Kapitalrücklage			2.724.072,84	2.724.072,84
III. Gewinnvortrag			57.831.495,35	57.992.883,86
IV. Jahresüberschuss (i. Vj. Jahresfehlbetrag)			28.300.248,55	-161.388,51
			217.372.886,74	189.072.638,19
B. Rückstellungen
1. Rückstellungen für Pensionen und ähnliche Verpflichtungen			2.170.330,00	2.106.659,00
2. Steuerrückstellungen			12.624.741,26	62.922,00
3. Sonstige Rückstellungen			6.644.505,62	5.472.530,22
			21.439.576,88	7.642.111,22
C. Verbindlichkeiten
1. Verbindlichkeiten aus Lieferungen und Leistungen			1.357.867,68	934.959,47
2. Verbindlichkeiten gegenüber verbundenen Unternehmen			31.996.855,72	31.359.255,45
3. Sonstige Verbindlichkeiten			6.490.606,64	6.465.915,15
- davon aus Steuern EUR 919.439,32 (i. Vj. EUR 714.646,86) -
- davon im Rahmen der sozialen Sicherheit EUR 606,80 (i. Vj. EUR 0,00) -
			39.845.330,04	38.760.130,07
			278.657.793,66	235.474.879,48

Gewinn- und Verlustrechnung vom 1. Januar bis 31. Dezember 2019

	2019		2018
	EUR	EUR	EUR	EUR
1. Rohergebnis		25.239.259,36		23.829.833,31
- davonaus Währungsumrechnung EUR 35.680,94 (i. Vj. EUR 102.929,96) -
2. Personalaufwand
a) Löhne und Gehälter	12.786.002,52		12.498.416,95
b) Soziale Abgaben und Aufwendungen für Altersversorgung und für Unterstützung	1.803.339,13	14.589.341,65	1.587.674,33	14.086.091,28
- davon für Altersversorgung EUR 277.986,02 (i. Vj. EUR 211.329,88) -
3. Abschreibungen auf immaterielle Vermögensgegenstände des Anlagevermögens und Sachanlagen		3.459.984,13		3.544.417,27
4. Sonstige betriebliche Aufwendungen		5.903.380,49		6.071.110,40
5. Erträge aus Gewinnabführung		40.443.836,92		0,00
6. Sonstige Zinsen und ähnliche Erträge		120.887,75		60.675,32
7. Zinsen und ähnliche Aufwendungen		462.714,71		399.776,86
- davon aus der Abzinsung von Rückstellungen EUR 65.958,00 (i. Vj. EUR 73.398,00) -
- davon an verbundene Unternehmen EUR 172.868,04 (i. Vj. EUR 172.868,03) -
8. Steuern vom Einkommen und vom Ertrag (i.Vj. Erstattete Steuern vom Einkommen und vom Ertrag)		13.086.605,02		-50.581,76
9. Ergebnis nach Steuern		28.301.958,03		-160.305,42
10. Sonstige Steuern		1.709,48		1.083,09
11. Jahresüberschuss (i. Vj. Jahresfehlbetrag)		28.300.248,55		-161.388,51

Anhang für das Geschäftsjahr 2019

I. Allgemeine Angaben zum Jahresabschluss

Die Gesellschaft ist beim Amtsgericht Berlin Charlottenburg unter HRB 102576 registriert. Sie ist eine mittelgroße Kapitalgesellschaft gemäß § 267 Abs. 2 HGB. Der Jahresabschluss wird nach den Vorschriften für mittelgroße Kapitalgesellschaften und den Vorschriften des Handelsgesetzbuches (HGB) und des GmbH-Gesetzes aufgestellt.

Die Gliederung von Bilanz sowie Gewinn- und Verlustrechnung erfolgt nach dem Gliederungsschema gemäß §§ 266, 275 HGB.

Die Gewinn- und Verlustrechnung wird nach dem Gesamtkostenverfahren gemäß § 275 Abs. 2 HGB erstellt.

Die Gesellschaft nimmt die größenabhängigen Erleichterungen der §§ 276 S. 1, 288 Abs. 2 HGB teilweise in Anspruch.

II. Bilanzierungs- und Bewertungsmethoden sowie Änderung selbiger gegenüber dem Vorjahr

Entgeltlich erworbene immaterielle Vermögensgegenstände werden zu Anschaffungskosten aktiviert und entsprechend ihrer voraussichtlichen Nutzungsdauer linear abgeschrieben.

Sachanlagen werden zu Anschaffungskosten aktiviert. Die Anschaffungskosten umfassen auch die Anschaffungsnebenkosten und nachträgliche Anschaffungskosten. Anschaffungspreisminderungen sind abgesetzt.

Bei den Gegenständen des Sachanlagevermögens, deren Nutzung zeitlich begrenzt ist, werden die Anschaffungskosten um planmäßige lineare Abschreibungen entsprechend der voraussichtlichen Nutzungsdauer gemindert.

Für geringwertige Wirtschaftsgüter, deren Wert für das einzelne Wirtschaftsgut EUR 250 bis EUR 1.000 nicht übersteigt, wird ein Sammelposten gebildet und mit einem Fünftel gewinnmindernd abgeschrieben. Geringwertige Wirtschaftsgüter bis zu einem Wert von EUR 250 werden im Jahr des Zugangs voll abgeschrieben.

Die Abschreibung auf Zugänge an beweglichen Sachanlagegegenständen sowie an immateriellen Vermögensgegenständen erfolgt - mit Ausnahme der Geringwertigen Wirtschaftsgüter - pro rata temporis.

Die Nutzungsdauern der immateriellen Vermögensgegenstände und Sachanlagen weichen nicht von den steuerlichen AfA-Tabellen ab.

Die Finanzanlagen werden grundsätzlich zu Anschaffungskosten einschließlich Anschaffungsnebenkosten aktiviert. Die Abschreibung auf einen niedrigeren beizulegenden Wert erfolgt, wenn dieser voraussichtlich von Dauer ist gemäß § 253 Abs. 3 HGB. Zuschreibungen erfolgen bei Wegfall der dauernden Wertminderung entsprechend der Regelungen des § 253 Abs. 5 Satz 1 HGB i. V. m. Abs. 3 Satz 5 HGB.

Forderungen und sonstige Vermögensgegenstände werden jeweils zum Nennbetrag aktiviert. Den erkennbaren Einzelrisiken und dem allgemeinen Kreditrisiko wird durch angemessene Abwertungen Rechnung getragen. Die unter den sonstigen Vermögensgegenständen ausgewiesenen nicht verpfändeten Rückdeckungsversicherungen werden zu fortgeführten Anschaffungskosten ausgewiesen.

Die liquiden Mittel werden mit dem Nominalbetrag angesetzt.

Als aktive Rechnungsabgrenzungsposten sind Auszahlungen vor dem Abschlussstichtag angesetzt, soweit sie Aufwand für eine bestimmte Zeit nach diesem Zeitpunkt darstellen.

Das gezeichnete Kapital ist zum Nennwert bewertet.

Rückstellungen für Pensionen und ähnliche Verpflichtungenund Rückstellungen für Altersteilzeit werden versicherungsmathematisch ermittelt. Die Rückstellungen für Pensionen und ähnliche Verpflichtungen werden auf der Grundlage versicherungsmathematischer Berechnung nach dem Anwartschaftsbarwertverfahren (Projected Unit Credit Method) unter Berücksichtigung der Richttafeln 2018 G von Prof. Dr. Heubeck und unter Zugrundelegung eines Zinssatzes von 2,71 % bewertet. Der Zinssatz entspricht dem von der Deutschen Bundesbank bekannt gegebenen durchschnittlichen Marktzinssatz der vergangenen zehn Jahre bei einer Restlaufzeit der Pensionsverpflichtungen von 15 Jahren. Bei der Ermittlung der Rückstellungen für Pensionen und ähnliche Verpflichtungen wurden jährliche Lohn- und Gehaltssteigerungen von 3,00 % sowie Rentensteigerungen von jährlich 2,00 % zugrunde gelegt.

Der Unterschiedsbetrag gemäß § 253 Abs. 6 HGB zwischen dem verwendeten Diskontierungssatz in Höhe von 2,71 % (10-Jahres-Durchschnitt) und 1,97 % (7-Jahres-Durchschnitt) beträgt TEUR 147 (Vorjahr: TEUR 179). Dieser Unterschiedsbetrag ist gemäß § 253 Abs. 6 Satz 2 HGB ausschüttungsgesperrt.

Darüber hinaus bestehen wertpapiergebundene Versorgungszusagen.

Die verpfändeten Rückdeckungsversicherungen des Flexible-Benefits-Programms sowie die Beteiligung an einem Investmentfonds der LP-VP 2012 stellen Wertpapiere im Sinne des § 253 Abs. 1 Satz 3 HGB dar. Die Zusagen nach dem Flexible-Benefits-Programm sowie der LP-VP 2012 sind über den Durchführungsweg Direktzusage implementiert. Die zugesagten Leistungen werden über kongruente und verpfändete Rückdeckungsversicherungen bzw. der Beteiligung an dem Investmentfonds definiert; insbesondere stehen Überschüsse aus den Verträgen leistungserhöhend den Berechtigten zur Verfügung. Nach § 253 Abs. 1 Satz 3 HGB ist bei wertpapiergebundenen Zusagen die Rückstellung in Höhe des Zeitwertes der Wertpapiere anzusetzen, sofern dieser einen garantierten Mindestbetrag übersteigt, was aufgrund der Gestaltung der Zusagen des vorliegenden Flexible-Benefits-Programms sowie des LP-VP 2012 zutrifft.

Der beizulegende Zeitwert der Rückdeckungsversicherung entspricht den fortgeführten Anschaffungskosten = Deckungskapital zuzüglich Überschussbeteiligung gemäß versicherungsmathematischer Gutachten bzw. Mitteilung der Versicherer.

Der beizulegende Zeitwert der Beteiligung an den Investmentfonds entspricht dem Kurswert der Anteile.

Die Verpflichtungen aus Pensionen und ähnliche Verpflichtungen werden mit den Vermögensgegenständen, die ausschließlich der Erfüllung der Altersversorgungs- und ähnlichen Verpflichtungen dienen und dem Zugriff aller übrigen Gläubiger entzogen sind (sog. Deckungsvermögen), verrechnet. Die Bewertung des Deckungsvermögens erfolgt zum beizulegenden Zeitwert.

Die Steuerrückstellungen und sonstigen Rückstellungen wurden mit dem nach vernünftiger kaufmännischer Beurteilung notwendigen Erfüllungsbetrag bewertet und berücksichtigen alle erkennbaren Risiken und ungewissen Verpflichtungen. Bei den sonstigen Rückstellungen erfolgte bei einer Restlaufzeit von mehr als einem Jahr die Abzinsung gemäß RückAbzinsVO.

Die Rückstellung für Altersteilzeit nach dem Blockmodell wurde auf der Basis eines versicherungsmathematischen Gutachtens für vertraglich vereinbarte Altersteilzeitfälle in voller Höhe gebildet. Der Aufstockungsbetrag wurde entsprechend seines Abfindungscharakters in voller Höhe zurückgestellt. Die Bewertung der Altersteilzeitrückstellungen erfolgte unter Berücksichtigung der Richttafeln 2018 G von Prof. Dr. Heubeck und unter Zugrundelegung eines Zinssatzes von 0,63 % und einem Gehaltstrend von 3,0 %.

Effekte aus der Änderung des Abzinsungssatzes bei den Rückstellungen werden im Finanzergebnis ausgewiesen.

Die Verbindlichkeiten werden grundsätzlich mit ihren Erfüllungsbeträgen angesetzt.

Fremdwährungsforderungen und Fremdwährungsverbindlichkeiten werden gemäß § 256a HGB mit dem historischen Kurs zum Zeitpunkt der Erstverbuchung erfasst und am Abschlussstichtag zum Devisenkassamittelkurs des Abschlussstichtags bewertet. Fremdwährungsforderungen und Fremdwährungsverbindlichkeiten haben eine Laufzeit von unter einem Jahr. Sofern Fremdwährungsforderungen und Fremdwährungsverbindlichkeiten Teil einer Bewertungseinheit sind, erfolgt die Bewertung zum abgesicherten Wechselkurs.

Latente Steuern werden auf die Unterschiede in den Bilanzansätzen der Handelsbilanz und der Steuerbilanz angesetzt, sofern sich diese in späteren Geschäftsjahren voraussichtlich abbauen. Aktive und passive latente Steuern werden saldiert ausgewiesen.

Im Falle eines Aktivüberhangs der latenten Steuern zum Bilanzstichtag wird von dem Aktivierungswahlrecht des § 274 Abs. 1 Satz 2 HGB kein Gebrauch gemacht. Der Steuersatz für die Berechnung latenter Steuern beträgt ca. 32 % (im Vorjahr 31 %).

Temporäre Differenzen im Sinne von § 274 HGB ergeben sich bei folgenden Bilanzposten:

―	Immaterielle Vermögensgegenstände (aktive latente Steuer)
―	Sachanlagen (aktive latente Steuer)
―	Sonstige Vermögensgegenstände (aktive latente Steuer)
―	Rückstellungen für Pensionen und ähnliche Verpflichtungen (passive latente Steuer)
―	Sonstige Rückstellungen (aktive latente Steuer)
―	Passive Rechnungsabgrenzungsposten (aktive latente Steuer)

Die zum 31.12.2018 noch bestehenden steuerlichen Verlustvorträge wurden im Berichtsjahr vollständig aufgebraucht, so dass sich insoweit zum 31.12.2019 keine aktive latente Steuer auf Verlustvorträge mehr ergibt.

Insgesamt übersteigen die aktiven latenten Steuern die passiven, so dass ein Aktivüberhang vorliegt, der entsprechend des Wahlrechts von § 274 Abs. 1 S. 2 HGB nicht aktiviert wird.

Im Berichtsjahr wurde - wie bereits im Vorjahr - vom Wahlrecht nach § 276 S. 1 HGB Gebrauch gemacht, wonach die Posten des § 275 Abs. 2 Nr. 1 bis 5 HGB zu einem Posten unter der Bezeichnung "Rohergebnis" zusammenzufassen sind.

III. Erläuterungen und Angaben zu einzelnen Posten der Bilanz und Gewinn- und Verlustrechnung

Der Anlagespiegel sowie die Abschreibungen des Geschäftsjahres sind in der Anlage zu diesem Anhang dargestellt. Als Bruttoanschaffungskosten sind die historischen Werte angesetzt.

Die Zusammensetzung des Anteilsbesitzesstellt sich wie folgt dar:

Name	Sitz	Beteiligungsquote %	Eigenkapital TEUR	Jahresergebnis TEUR
Capgemini Outsourcing Services GmbH	Düsseldorf	100,00	52.947	0 ^1,2)
Capgemini Deutschland GmbH	Berlin	100,00 ³⁾	170.768	0 ^1,2)
KONEXUS Consulting Group GmbH	Hamburg	100,00 ³⁾	1.899	152
ITBconsult HongKong Limited	Hong Kong	100,00 ³⁾	425 ¹⁾ (THKD 3.609)	-125 ¹⁾ (THKD -1.062)
ITB Consult Shanghai Co. Ltd.	Shanghai, China	100,00 ³⁾	1 ¹⁾ (TCNY 9)	-211 ¹⁾ (TCNY -1.632)

¹⁾ Für die Tochtergesellschaften wurden, soweit vorliegend, das Eigenkapital und das Jahresergebnis zum 31.12.2019 angegeben.

²⁾ Ergebnis nach Ergebnisabführung

³⁾ mittelbare Beteiligung

Die Forderungen gegen verbundene Unternehmen sind - wie im Vorjahr - innerhalb eines Jahres fällig. In den Forderungen gegen verbundene Unternehmen sind in Höhe von TEUR 5.403 (Vorjahr: TEUR 3.844) Forderungen aus Lieferungen und Leistungen enthalten. Sonstige Forderungen bestehen zum Bilanzstichtag in Höhe von TEUR 40.444 (Vorjahr: TEUR 0). In den vorgenannten Forderungen aus Lieferungen und Leistungen sind - wie im Vorjahr - am Bilanzstichtag keine Forderungen gegen Gesellschafter enthalten.

Sämtliche Forderungen und Verbindlichkeiten gegen verbundene Unternehmen aus der Konzernverrechnung werden saldiert ausgewiesen, wenn sie gegenüber demselben Unternehmen bestehen und gleichartig sind.

Die sonstigen Vermögensgegenstände enthalten u.a. die fortgeführten Anschaffungskosten der nicht verpfändeten Rückdeckungsversicherungen in Höhe von TEUR 403 (Vorjahr: TEUR 367) und Ertragssteuerforderungen betreffend die Jahre 2012 und 2018 in Höhe von TEUR 378 (Vorjahr: TEUR 187). Sie haben in Höhe von TEUR 425 (Vorjahr: TEUR 289) eine Restlaufzeit von bis zu einem Jahr und in Höhe von TEUR 403 (Vorjahr: TEUR 367) von über fünf Jahren.

Das im Handelsregister eingetragene Stammkapital beträgt zum Bilanzstichtag EUR 128.517.070,00.

Rückstellungspflichtige Pensionsrückstellungen bewertet zum beizulegenden Zeitwert des Rückdeckungsvermögens bzw. der Investmentanteile bestehen zum Bilanzstichtag in Höhe von TEUR 7.212 (Vorjahr: TEUR 6.683) für das Flexible-Benefits-Programm bzw. TEUR 1.563 (Vorjahr: TEUR 1.236) für das Programm LP-VP 2012. Diese wurden mit dem Deckungsvermögen (insgesamt TEUR 8.775; Vorjahr: TEUR 7.919) gemäß § 246 Abs. 2 Satz 2 HGB verrechnet. Im Ergebnis der Saldierung ergab sich ein Saldo von TEUR 0. Die korrespondierenden Aufwendungen und Erträge belaufen sich jeweils auf TEUR 1.747 (Vorjahr: TEUR 900) und ergaben einen Saldo von ebenfalls TEUR 0 (Vorjahr: TEUR 0).

Die Rückdeckungsversicherungen der "ehemaligen sd&m AG Mitarbeiter" für Pensionszusagen sind nicht verpfändet, weshalb eine Verrechnung mit den dazugehörigen Pensionsrückstellungen unterbleibt. Die fortgeführten Anschaffungskosten entsprechen dem Deckungskapital zuzüglich Überschussbeteiligung gemäß versicherungsmathematischer Gutachten bzw. Mitteilung der Versicherer der Rückdeckungsversicherungen und belaufen sich auf TEUR 403 (Vorjahr: TEUR 367). Der Ausweis erfolgt unter dem Posten sonstige Vermögensgegenstände.

Der Erfüllungsbetrag der rückstellungspflichtigen Pensionsverpflichtung der "ehemaligen sd&m AG Mitarbeiter" beträgt TEUR 2.170 (Vorjahr: TEUR 2.107) und wird unter dem Posten Pensionsrückstellungen ausgewiesen.

Die sonstigen Rückstellungen beinhalten u.a. Rückstellungen für Erfolgsbeteiligungen TEUR 1.826 (Vorjahr: TEUR 1.898), für Altersteilzeit TEUR 764 (Vorjahr: TEUR 693), für ausstehende Eingangsrechnungen TEUR 2.655 (Vorjahr: TEUR 1.236), für Rechtsberatungs-, Steuerberatungs- sowie Jahresabschluss- und Prüfungskosten TEUR 454 (Vorjahr: TEUR 622) und noch nicht genommenen Urlaub TEUR 721 (Vorjahr: TEUR 805). Die Rückstellungen für Erfolgsbeteiligung werden auf der Basis der Zielvereinbarungen und des erwarteten durchschnittlichen Zielerreichungsgrads ggf. unter Berücksichtigung der erreichten finanziellen Zielparameter gebildet.

Die Verbindlichkeiten aus Lieferungen und Leistungen haben wie im Vorjahr eine Restlaufzeit von bis zu einem Jahr.

In den Verbindlichkeiten gegenüber verbundenen Unternehmen sind in Höhe von TEUR 965 (Vorjahr: TEUR 328) Verbindlichkeiten aus Lieferungen und Leistungen und im Übrigen sonstige Verbindlichkeiten, die aus Darlehensverbindlichkeiten resultieren (TEUR 31.032; Vorjahr: TEUR 31.031) enthalten. In den vorgenannten Verbindlichkeiten aus Lieferungen und Leistungen sind am Bilanzstichtag Verbindlichkeiten gegenüber Gesellschaftern in Höhe von TEUR 8 (Vorjahr: TEUR 3) enthalten. Die sonstigen Verbindlichkeiten enthalten Verbindlichkeiten gegenüber Gesellschaftern in Höhe von TEUR 31.032 (Vorjahr: TEUR 31.031).

Die Verbindlichkeiten gegenüber verbundenen Unternehmen haben in Höhe von TEUR 31.000 (Vorjahr: TEUR 31.000) eine Restlaufzeit von einem bis zu fünf Jahren und in Höhe von TEUR 997 (Vorjahr: TEUR 359) eine Restlaufzeit bis zu einem Jahr.

Die sonstigen Verbindlichkeiten enthalten hauptsächlich Verbindlichkeiten aufgrund von Sale-and-Lease-back Sachverhalten sowie Verbindlichkeiten aus den Verpflichtungen aus Steuern, darunter die Verbindlichkeiten aus der Lohnsteuer für Dezember 2019 in Höhe von TEUR 221 (Vorjahr: TEUR 230), aus der steuerlichen Außenprüfung für die Jahre 2011 - 2013 in Höhe von TEUR 232 (Vorjahr: TEUR 0) sowie aus der Umsatzsteuer-Voranmeldung Dezember 2019 in Höhe von insgesamt TEUR 267 (Vorjahr: TEUR 158).

Von den Sale-and-Lease-back Verbindlichkeiten haben TEUR 2.640 (Vorjahr: TEUR 3.398) eine Laufzeit von über einem Jahr bis zu 5 Jahren. Im Übrigen sind alle sonstigen Verbindlichkeiten wie im Vorjahr innerhalb eines Jahres fällig (TEUR 3.851, Vorjahr: TEUR 3.068).

Die im Rohergebnis enthaltenen sonstigen periodenfremden Erträge in Höhe von TEUR 132 (Vorjahr: TEUR 624) resultieren ausschließlich aus der Auflösung von Rückstellungen.

Die sonstigen betrieblichen Aufwendungen beinhalten periodenfremde Aufwendungen in Höhe von TEUR 1.456 (Vorjahr: TEUR 939).

Die Erträge aus Gewinnabführung betragen TEUR 40.444 (Vorjahr: TEUR 0) und betreffen den Gewinnabführungs- und Verlustübernahmevertrag zwischen der Capgemini Deutschland Holding GmbH und der Capgemini Outsourcing Services GmbH, der am 12.12.2019 mit Wirkung zum 1. Januar 2019 vereinbart wurde.

Die Zinsen und ähnliche Aufwendungen enthalten periodenfremde Zinsaufwendungen vonTEUR 88 (Vorjahr TEUR 1).

Die Steuern vom Einkommen und vom Ertrag beinhalten periodenfremde Aufwendungen in Höhe von TEUR 91 (Vorjahr: periodenfremde Erträge in Höhe von TEUR 113). Diese resultieren überwiegend aus geänderten Veranlagungen der Vorjahre.

IV. Sonstige Angaben

Sonstige finanzielle Verpflichtungen

Verpflichtungen aus Miet- und Leasingverträgen bestehen zum Bilanzstichtag unabgezinst in Höhe von TEUR 1.007 (Vorjahr: TEUR 623) ausschließlich gegenüber fremden Dritten.

Eventualverbindlichkeiten/Haftungsverhältnisse

Die Capgemini Deutschland Holding GmbH hat am 28.04.2017 eine Erfüllungsgarantie zugunsten der Tochtergesellschaft Capgemini Outsourcing Services GmbH und der durch sie für das Projekt unterbeauftragten Schwestergesellschaften aus einem Vertrag mit einem Kunden übernommen. Hiernach könnte die Capgemini Deutschland Holding GmbH zur Gesamterfüllung des Kundenvertrags in Anspruch genommen werden, falls die Capgemini Outsourcing Services GmbH oder eine der von dieser unterbeauftragten Schwestergesellschaften aufgrund von Insolvenz hierzu nicht mehr in der Lage wären.

Da zum Bilanzstichtag 31.12.2019 sämtliche Leistungsverpflichtungen aus dem an sich noch bis November 2023 laufenden Kundenvertrag bereits erfüllt wurden (noch nicht abgearbeitetes Vertragsvolumen über die verbleibende Vertragslaufzeit beträgt EUR 0), sollte keine Inanspruchnahme aus der Erfüllungsgarantie mehr drohen.

Darüber hinaus hat die Capgemini Deutschland Holding GmbH am 22.12.2016 eine Erfüllungsgarantie zugunsten der Tochtergesellschaft Capgemini Deutschland GmbH aus einem Vertrag mit einem Kunden übernommen. Hiernach könnte die Capgemini Deutschland Holding GmbH zur Gesamterfüllung des Kundenvertrags bis zu einem Maximum von EUR 5 Mio in Anspruch genommen werden, falls die Capgemini Deutschland GmbH hierzu nicht mehr in der Lage wäre.

Die Erfüllungsgarantie vom 22.12.2016 wurde durch eine neue Vereinbarung mit dem Kunden vom 25.03.2020 abgelöst, mit der sich die Capgemini Deutschland Holding GmbH erneut zur Gesamterfüllung des Kundenvertrags bis zu einem Höchstbetrag von EUR 5 Mio verpflichtet, sollte die Capgemini Deutschland GmbH hierzu nicht mehr in der Lage sein.

Das Risiko der Inanspruchnahme aus der Erfüllungsgarantie wird als gering eingeschätzt, da die Capgemini Deutschland GmbH eine positive Ertragslage aufweist und Gründe für eine Nichterfüllung des Kundenvertrags derzeit nicht erkennbar sind.

Absicherung von Fremdwährungsrisiken

Zur Absicherung von Fremdwährungsrisiken, die aus (geplanten) Absatz- und Beschaffungsgeschäften resultieren, schließt die Gesellschaft gegenläufige Devisentermingeschäfte ab.

Das Nominalvolumen der zur Absicherung von Fremdwährungstransaktionen abgeschlossenen Devisenterminkontrakte beläuft sich zum Abschlussstichtag auf TEUR 14.086 (Vorjahr: TEUR 9.116; davon Kauf von Fremdwährungen in Höhe von TEUR 12.325 und Verkauf von Fremdwährungen in Höhe von TEUR 1.761) bei beizulegenden Zeitwerten (Ermittlung auf Basis der Veränderungen von Devisenterminkursen) von -TEUR 18 (Vorjahr: -TEUR 162).

Die Derivate werden mit den sich, in Bezug auf die zukünftigen Zahlungsströme, gegenläufig entwickelnden Fremdwährungstransaktionen in Bewertungseinheiten (Portfolio-Hedge) zusammengefasst. Dabei erfolgt die bilanzielle Abbildung nach der Einfrierungsmethode, wonach die sich ausgleichenden Wertänderungen aus dem abgesicherten Währungsrisiko nicht bilanziert werden. Für weitere Erläuterungen bezüglich der gebildeten Bewertungseinheiten wird auf den Lagebericht (Risikobericht) verwiesen.

Mitarbeiter

Im Geschäftsjahr 2019 waren durchschnittlich 176 (Vorjahr: 163) Mitarbeiter beschäftigt. Es handelt sich hierbei um 12 (Vorjahr: 13) leitende Angestellte. Bei den übrigen Mitarbeitern handelt es sich im Wesentlichen um Angestellte. Gewerbliche Arbeitnehmer wurden nicht beschäftigt.

Honorar des Abschlussprüfers

Das im Geschäftsjahr erfasste Honorar des Abschlussprüfers beträgt für Abschlussprüfungsleistungen insgesamt TEUR 70. Honorare für andere Tätigkeitsbereiche sind nicht angefallen.

Geschäftsführung

Geschäftsführer sind

John Brahim, CEO Capgemini Insights & Data Global Business Line, Unternehmensberater, Vorsitzender, Mailand, Italien (bis zum 12.03.2019)

Olivier Sevillia, CEO Capgemini SBU Europe, Unternehmensberater,

Neuilly-sur-Seine, Frankreich (bis zum 12.03.2019)

Eric Hanania, Diplom-Kaufmann, Unternehmensberater,

Berlin, Deutschland (bis zum 12.03.2019)

Antonio Schnieder, Diplom-Kaufmann und Diplom-Ingenieur, Unternehmensberater und

Vorsitzender der Geschäftsführung, Berlin (seit 12.03.2019)

Dr. Michael Schulte, Diplom-Ingenieur, Unternehmensberater und Sprecher der Geschäftsführung der Capgemini Deutschland GmbH, Berlin (seit 12.03.2019)

Jost Michael Förster, Diplom-Kaufmann, Unternehmensberater und Mitglied der Geschäftsführung der Capgemini Deutschland GmbH, Berlin (seit 12.03.2019)

Alain de Marcellus, Leiter Group Finance der Capgemini SE, Paris, Frankreich

Jean Lassignardie, Chief Sales & Marketing Officer der Capgemini SE, Paris, Frankreich.

Die Angaben zur Höhe der Gesamtbezüge der Mitglieder der Geschäftsführung unterbleiben unter Hinweis auf § 286 Abs. 4 HGB, da lediglich drei Mitglieder der Geschäftsführung Bezüge von der Berichtsgesellschaft erhalten haben.

Konzernzugehörigkeit

Die Capgemini Deutschland Holding GmbH, Berlin, ist eine Tochtergesellschaft der Capgemini SE, Paris, Frankreich.

In den von der Capgemini SE, Paris, Frankreich, erstellten Konzernabschluss und Konzernlagebericht (kleinster und größter Konsolidierungskreis) werden die Capgemini Deutschland Holding GmbH, Berlin, und ihre Tochtergesellschaften einbezogen. Der Konzernabschluss und der Konzernlagebericht der Capgemini SE werden beim Handelsregister in Paris unter der Nummer RCS Paris B 330 703 844 eingereicht.

Gemäß § 291 Abs. 1 HGB verzichtet die Capgemini Deutschland Holding GmbH, Berlin, auf die Aufstellung eines eigenen Konzernabschlusses und Konzernlageberichts, da die Konzernleitung der Capgemini SE, Paris, Frankreich, den nach § 291 Abs. 2 HGB aufgestellten Konzernabschluss nebst Konzernlagebericht einschließlich des Bestätigungsvermerks des Abschlussprüfers mit befreiender Wirkung in deutscher Sprache offenlegen wird.

Der befreiende Konzernabschluss ist auf der Grundlage der International Financial Reporting Standards, wie sie in der EU anzuwenden sind, aufgestellt worden.

Nachtragsbericht

Capgemini setzt daher Präventions- und Schutzmaßnahmen um und überwacht ständig die Einhaltung der Entscheidungen und Empfehlungen der lokalen Behörden. Darüber hinaus setzen wir Business Continuity-Pläne um, die ständig an die sich ändernde Situation angepasst werden. Zu diesem Zweck hat Capgemini eine eigene Managementeinheit eingerichtet, die direkt an die Konzernleitung berichtet. Diese Einheit, der Vertreter aller wichtigen Funktionen angehören, hat eine Reihe von Gruppenanweisungen, -protokollen und -prozessen implementiert, die außergewöhnlich und vorübergehend sind, um die Krise an zwei Fronten zu bewältigen: Mitarbeitersicherheit und Geschäftskontinuität mit der massiven Einführung von Heimarbeit und Einführung der operativen Rotation für die Engagements, die vor Ort durchgeführt werden müssen.

Derzeit sind wir der Ansicht, dass wir insbesondere dank unserer digitalen Fähigkeiten in der Lage sind, die Kontinuität der wesentlichen Dienstleistungen zu gewährleisten, die derzeit von unseren Kunden gefordert werden. Nichtsdestotrotz können zukünftige Entwicklungen bei der Coronavirus-Pandemie und Unsicherheiten hinsichtlich ihrer Dauer das mit dem Umfeld, in dem der Konzern tätig ist, verbundene Risiko erheblich erhöhen.

Ergebnisverwendung

Die Geschäftsführung schlägt vor, den Jahresüberschuss zusammen mit dem Gewinnvortrag auf neue Rechnung vorzutragen.

Berlin, den 18. Juni 2020

Antonio Schnieder

Dr. Michael Schulte

Alain de Marcellus

Jost Förster

Jean Lassignardie

Entwicklung des Anlagevermögens im Geschäftsjahr 2019

	Anschaffungs- und Herstellungskosten
	1.1.2019 EUR	Zugänge EUR	Abgänge EUR	31.12.2019 EUR
I. Immaterielle Vermögensgegenstände
Entgeltlich erworbene gewerbliche Schutzrechte und ähnliche Rechte und Werte sowie Lizenzen an solchen Rechten und Werten	623.595,46	53.560,81	0,00	677.156,27
II. Sachanlagen
Andere Anlagen, Betriebs- und Geschäftsausstattung	16.518.783,19	2.532.677,80	610.262,20	18.441.198,79
III. Finanzanlagen
1. Anteile an verbundenen Unternehmen	219.067.642,85	0,00	0,00	219.067.642,85
2. Beteiligungen	29.041,38	0,00	0,00	29.041,38
	219.096.684,23	0,00	0,00	219.096.684,23
	236.239.062,88	2.586.238,61	610.262,20	238.215.039,29

	Kumulierte Abschreibungen
	1.1.2019 EUR	Abschreibungen des Geschäftsjahres EUR	Abgänge EUR	31.12.2019 EUR
I. Immaterielle Vermögensgegenstände
Entgeltlich erworbene gewerbliche Schutz rechte und ähnliche Rechte und Werte sowie Lizenzen an solchen Rechten und Werten	463.791,63	96.167,37	0,00	559.959,00
II. Sachanlagen
Andere Anlagen, Betriebs- und Geschäftsausstattung	9.905.947,90	3.363.816,76	594.238,23	12.675.526,43
III. Finanzanlagen
1. Anteile an verbundenen Unternehmen	0,00	0,00	0,00	0,00
2. Beteiligungen	19.428,09	0,00	0,00	19.428,09
	19.428,09	0,00	0,00	19.428,09
	10.389.167,62	3.459.984,13	594.238,23	13.254.913,52

	Buchwerte
	31.12.2019 EUR	31.12.2018 EUR
I. Immaterielle Vermögensgegenstände
Entgeltlich erworbene gewerbliche Schutzrechte und ähnliche Rechte und Werte sowie Lizenzen an solchen Rechten und Werten	117.197,27	159.803,83
II. Sachanlagen
Andere Anlagen, Betriebs- und Geschäftsausstattung	5.765.672,36	6.612.835,29
III. Finanzanlagen
1. Anteile an verbundenen Unternehmen	219.067.642,85	219.067.642,85
2. Beteiligungen	9.613,29	9.613,29
	219.077.256,14	219.077.256,14
	224.960.125,77	225.849.895,26

Bestätigungsvermerk des unabhängigen Wirtschaftsprüfers

An die Capgemini Deutschland Holding GmbH, Berlin

Prüfungsurteile

Wir haben den Jahresabschluss der Capgemini Deutschland Holding GmbH, Berlin - bestehend aus der Bilanz zum 31. Dezember 2019 und der Gewinn- und Verlustrechnung für das Geschäftsjahr vom 1. Januar bis zum 31. Dezember 2019 sowie dem Anhang, einschließlich der Darstellung der Bilanzierungs- und Bewertungsmethoden - geprüft. Darüber hinaus haben wir den Lagebericht der Capgemini Deutschland Holding GmbH für das Geschäftsjahr vom 1. Januar bis zum 31. Dezember 2019 geprüft.

Nach unserer Beurteilung aufgrund der bei der Prüfung gewonnenen Erkenntnisse

―

entspricht der beigefügte Jahresabschluss in allen wesentlichen Belangen den deutschen, für Kapitalgesellschaften geltenden handelsrechtlichen Vorschriften‌‌ und vermittelt unter Beachtung der deutschen Grundsätze ordnungsmäßiger Buchführung ein den tatsächlichen Verhältnissen entsprechendes Bild der Vermögens- und Finanzlage der Gesellschaft zum 31. Dezember 2019 sowie ihrer Ertragslage für das Geschäftsjahr vom 1. Januar bis zum 31. Dezember 2019 und

―

vermittelt der beigefügte Lagebericht insgesamt ein zutreffendes Bild von der Lage der Gesellschaft. In allen wesentlichen Belangen steht dieser Lagebericht in Einklang mit dem Jahresabschluss, entspricht den deutschen gesetzlichen Vorschriften und stellt die Chancen und Risiken der zukünftigen Entwicklung zutreffend dar.

Gemäß § 322 Abs. 3 Satz 1 HGB erklären wir, dass unsere Prüfung zu keinen Einwendungen gegen die Ordnungsmäßigkeit des Jahresabschlusses und des Lageberichts geführt hat.

Grundlage für die Prüfungsurteile

Wir haben unsere Prüfung des Jahresabschlusses und des Lageberichts in Übereinstimmung mit § 317 HGB unter Beachtung der vom Institut der Wirtschaftsprüfer (IDW) festgestellten deutschen Grundsätze ordnungsmäßiger Abschlussprüfung‌‌‌ durchgeführt. Unsere Verantwortung nach diesen Vorschriften und Grundsätzen ist im Abschnitt "Verantwortung des Abschlussprüfers für die Prüfung des Jahresabschlusses und des Lageberichts" unseres Bestätigungsvermerks weitergehend beschrieben. Wir sind von dem Unternehmen unabhängig in Übereinstimmung mit den deutschen handelsrechtlichen und berufsrechtlichen Vorschriften und haben unsere sonstigen deutschen Berufspflichten in Übereinstimmung mit diesen Anforderungen erfüllt. Wir sind der Auffassung, dass die von uns erlangten Prüfungsnachweise ausreichend und geeignet sind, um als Grundlage für unsere Prüfungsurteile zum Jahresabschluss und zum Lagebericht zu dienen.

Verantwortung der gesetzlichen Vertreter‌‌ für den Jahresabschluss und den Lagebericht

Die gesetzlichen Vertreter sind verantwortlich für die Aufstellung des Jahresabschlusses, der den deutschen, für Kapitalgesellschaften geltenden handelsrechtlichen Vorschriften‌‌ in allen wesentlichen Belangen entspricht, und dafür, dass der Jahresabschluss unter Beachtung der deutschen Grundsätze ordnungsmäßiger Buchführung ein den tatsächlichen Verhältnissen entsprechendes Bild der Vermögens-, Finanz- und Ertragslage der Gesellschaft vermittelt. Ferner sind die gesetzlichen Vertreter verantwortlich für die internen Kontrollen, die sie in Übereinstimmung mit den deutschen Grundsätzen ordnungsmäßiger Buchführung als notwendig bestimmt haben, um die Aufstellung eines Jahresabschlusses zu ermöglichen, der frei von wesentlichen - beabsichtigten oder unbeabsichtigten - falschen Darstellungen ist.

Bei der Aufstellung des Jahresabschlusses sind die gesetzlichen Vertreter dafür verantwortlich, die Fähigkeit der Gesellschaft zur Fortführung der Unternehmenstätigkeit zu beurteilen. Des Weiteren haben sie die Verantwortung, Sachverhalte in Zusammenhang mit der Fortführung der Unternehmenstätigkeit, sofern einschlägig, anzugeben. Darüber hinaus sind sie dafür verantwortlich, auf der Grundlage des Rechnungslegungsgrundsatzes der Fortführung der Unternehmenstätigkeit zu bilanzieren, sofern dem nicht tatsächliche oder rechtliche Gegebenheiten entgegenstehen.

Außerdem sind die gesetzlichen Vertreter verantwortlich für die Aufstellung des Lageberichts, der insgesamt ein zutreffendes Bild von der Lage der Gesellschaft vermittelt sowie in allen wesentlichen Belangen mit dem Jahresabschluss in Einklang steht, den deutschen gesetzlichen Vorschriften entspricht und die Chancen und Risiken der zukünftigen Entwicklung zutreffend darstellt. Ferner sind die gesetzlichen Vertreter verantwortlich für die Vorkehrungen und Maßnahmen (Systeme), die sie als notwendig erachtet haben, um die Aufstellung eines Lageberichts in Übereinstimmung mit den anzuwendenden deutschen gesetzlichen Vorschriften zu ermöglichen und um ausreichende geeignete Nachweise für die Aussagen im Lagebericht erbringen zu können.

Verantwortung des Abschlussprüfers für die Prüfung des Jahresabschlusses und des Lageberichts

Unsere Zielsetzung ist, hinreichende Sicherheit darüber zu erlangen, ob der Jahresabschluss als Ganzes frei von wesentlichen - beabsichtigten oder unbeabsichtigten - falschen Darstellungen ist, und ob der Lagebericht insgesamt ein zutreffendes Bild von der Lage der Gesellschaft vermittelt sowie in allen wesentlichen Belangen mit dem Jahresabschluss sowie mit den bei der Prüfung gewonnenen Erkenntnissen in Einklang steht, den deutschen gesetzlichen Vorschriften entspricht und die Chancen und Risiken der zukünftigen Entwicklung zutreffend darstellt, sowie einen Bestätigungsvermerk zu erteilen, der unsere Prüfungsurteile zum Jahresabschluss und zum Lagebericht beinhaltet.

Hinreichende Sicherheit ist ein hohes Maß an Sicherheit, aber keine Garantie dafür, dass eine in Übereinstimmung mit § 317 HGB unter Beachtung der vom Institut der Wirtschaftsprüfer (IDW) festgestellten deutschen Grundsätze ordnungsmäßiger Abschlussprüfung‌ durchgeführte Prüfung eine wesentliche falsche Darstellung stets aufdeckt. Falsche Darstellungen können aus Verstößen oder Unrichtigkeiten resultieren und werden als wesentlich angesehen, wenn vernünftigerweise erwartet werden könnte, dass sie einzeln oder insgesamt die auf der Grundlage dieses Jahresabschlusses und Lageberichts getroffenen wirtschaftlichen Entscheidungen von Adressaten beeinflussen.

Während der Prüfung üben wir pflichtgemäßes Ermessen aus und bewahren eine kritische Grundhaltung. Darüber hinaus

―	identifizieren und beurteilen wir die Risiken wesentlicher - beabsichtigter oder unbeabsichtigter - falscher Darstellungen im Jahresabschluss und im Lagebericht, planen und führen Prüfungshandlungen als Reaktion auf diese Risiken durch sowie erlangen Prüfungsnachweise, die ausreichend und geeignet sind, um als Grundlage für unsere Prüfungsurteile zu dienen. Das Risiko, dass wesentliche falsche Darstellungen nicht aufgedeckt werden, ist bei Verstößen höher als bei Unrichtigkeiten, da Verstöße betrügerisches Zusammenwirken, Fälschungen, beabsichtigte Unvollständigkeiten, irreführende Darstellungen bzw. das Außerkraftsetzen interner Kontrollen beinhalten können.
―	gewinnen wir ein Verständnis von dem für die Prüfung des Jahresabschlusses relevanten internen Kontrollsystem und den für die Prüfung des Lageberichts relevanten Vorkehrungen und Maßnahmen, um Prüfungshandlungen zu planen, die unter den gegebenen Umständen angemessen sind, jedoch nicht mit dem Ziel, ein Prüfungsurteil zur Wirksamkeit dieser Systeme der Gesellschaft abzugeben.
―	beurteilen wir die Angemessenheit der von den gesetzlichen Vertretern angewandten Rechnungslegungsmethoden sowie die Vertretbarkeit der von den gesetzlichen Vertretern dargestellten geschätzten Werte und damit zusammenhängenden Angaben.
―	ziehen wir Schlussfolgerungen über die Angemessenheit des von den gesetzlichen Vertretern angewandten Rechnungslegungsgrundsatzes der Fortführung der Unternehmenstätigkeit sowie, auf der Grundlage der erlangten Prüfungsnachweise, ob eine wesentliche Unsicherheit im Zusammenhang mit Ereignissen oder Gegebenheiten besteht, die bedeutsame Zweifel an der Fähigkeit der Gesellschaft zur Fortführung der Unternehmenstätigkeit aufwerfen können. Falls wir zu dem Schluss kommen, dass eine wesentliche Unsicherheit besteht, sind wir verpflichtet, im Bestätigungsvermerk auf die dazugehörigen Angaben im Jahresabschluss und im Lagebericht aufmerksam zu machen oder, falls diese Angaben unangemessen sind, unser jeweiliges Prüfungsurteil zu modifizieren. Wir ziehen unsere Schlussfolgerungen auf der Grundlage der bis zum Datum unseres Bestätigungsvermerks erlangten Prüfungsnachweise. Zukünftige Ereignisse oder Gegebenheiten können jedoch dazu führen, dass die Gesellschaft ihre Unternehmenstätigkeit nicht mehr fortführen kann.
―	beurteilen wir die Gesamtdarstellung, den Aufbau und den Inhalt des Jahresabschlusses einschließlich der Angaben sowie ob der Jahresabschluss die zugrunde liegenden Geschäftsvorfälle und Ereignisse so darstellt, dass der Jahresabschluss unter Beachtung der deutschen Grundsätze ordnungsmäßiger Buchführung ein den tatsächlichen Verhältnissen entsprechendes Bild der Vermögens-, Finanz- und Ertragslage der Gesellschaft vermittelt.
―	beurteilen wir den Einklang des Lageberichts mit dem Jahresabschluss, seine Gesetzesentsprechung und das von ihm vermittelte Bild von der Lage des Unternehmens.
―	führen wir Prüfungshandlungen zu den von den gesetzlichen Vertretern dargestellten zukunftsorientierten Angaben im Lagebericht durch. Auf Basis ausreichender geeigneter Prüfungsnachweise vollziehen wir dabei insbesondere die den zukunftsorientierten Angaben von den gesetzlichen Vertretern zugrunde gelegten bedeutsamen Annahmen nach und beurteilen die sachgerechte Ableitung der zukunftsorientierten Angaben aus diesen Annahmen. Ein eigenständiges Prüfungsurteil zu den zukunftsorientierten Angaben sowie zu den zugrunde liegenden Annahmen geben wir nicht ab. Es besteht ein erhebliches unvermeidbares Risiko, dass künftige Ereignisse wesentlich von den zukunftsorientierten Angaben abweichen.

Wir erörtern mit den für die Überwachung Verantwortlichen unter anderem den geplanten Umfang und die Zeitplanung der Prüfung sowie bedeutsame Prüfungsfeststellungen, einschließlich etwaiger Mängel im internen Kontrollsystem, die wir während unserer Prüfung feststellen.

Berlin, den 9. Juli 2020

KPMG AG
Wirtschaftsprüfungsgesellschaft

Philipps, Wirtschaftsprüferin

Marschner, Wirtschaftsprüferin

Feststellung des Jahresabschlusses

Der Jahresabschluss zum 31. Dezember 2019 wurde am 27. Juli 2020 festgestellt.

2e:T2cd67c,

Capgemini Deutschland Holding GmbH

Berlin

Befreiender Konzernabschluss zum Geschäftsjahr vom 01.01.2023 bis zum 31.12.2023

Capgemini S.E.

Paris/Frankreich

ANNUAL FINANCIAL REPORT

2023 UNIVERSAL REGISTRATION DOCUMENT

1 OUR BUSINESS MODEL

OUR PURPOSE "UNLEASHING HUMAN ENERGY THROUGH

OUR RESOURCES

HUMAN

―	340,000 talented employees in more than 50 countries
―	An average age of 33.9 within the Group
―	A broad diversity of profiles and expertise

INDUSTRIAL

―	Recognized industrial and technology know-how
―	Management of complex projects
―	15 security operations centers
―	73 delivery centers

INTELLECTUAL

―	Continuous investment in R&D
―	The multi-award-winning Capgemini Research Institute

―	Technovision, a report to help decode and deploy relevant technology evolutions
―	Strategic partnerships with technology and business leaders
―	Alliances with universities, schools, research centers, startups and recognized experts
―	Capgemini, an internationally recognized brand

FINANCIAL

―	A strong balance sheet, with a total equity of €10.5 bn
―	€1,963m organic free cash flow generation
―	Credit rating attributed by the rating agency Standard & Poor's: "BBB+ with stable outlook"

The Group has developed specific policies to access and leverage these resources and these are fully embedded in our internal controls and risk management systems.

OUR CLIENT-ORIENTED STRENGTHS

PEOPLE & ORGANIZATION

PASSIONATE, COMMITTED & SKILLED TALENTS

―	Seven core values
―	A bold entrepreneurial spirit
―	Ethical culture as a guide
―	A dynamic evolving skills pipeline, filled internally and externally by an agile talent marketplace and expanded talent pools
―	Tailored world-class learnings and customized employee experiences to continuously develop tomorrow's skills
―	Specific programs to build holistic leadership capabilities
―	An inclusive and flexible work environment

AN AGILE ORGANIZATION

―	Global delivery model supported by multiple hubs, the largest one being in India
―	Proven expertise in the allocation of talents and skillsets
―	Global Quality Management System
―	99% of Capgemini employees have access to our Flexible Work policy
―	Global Cybersecurity Governance and Management System

ENHANCED CAPABILITIES

We help clients by applying capabilities in:

―	Strategy & Transformation
―	Applications & Technology
―	Engineering
―	Operations

A GLOBAL ECOSYSTEM OF RESEARCH AND INNOVATION

Our research and innovation ecosystem leverage:

―	in-house resources (labs, centers of excellence and creative studios),
―	our Applied Innovation Exchange centers (AIE) to co-innovate with our clients,
―	and a network of start-ups or joint ventures with industry and industry leaders.

Capgemini Ventures, part of our open innovation strategy, also aims at co-creating and delivering value with startups, clients, and tech partners.

SAFE AND SUSTAINABLE BY DESIGN

CYBERSECURITY & DATA PROTECTION

Cybersecurity provides the Group and its clients a complete portfolio of specialized services in governance, protection, detection, and response to cyberattacks, with the aim of safeguarding on premise as well as cloud computing, connected objects, and industrial systems. Personal data entrusted by its clients, employees and other stakeholders are protected by Capgemini by design, and in accordance with applicable regulations.

A COMMITTED CORPORATE SUSTAINABILITY

ESG is embedded in our corporate strategy with a focus on eight priorities that have significant positive impacts on our business, for our stakeholders, and society at large.

Sustainable development, and in particular the reduction of carbon footprint and biodiversity loss, is part of our commitments for a sustainable and inclusive future.

TECHNOLOGY FOR AN INCLUSIVE AND SUSTAINABLE FUTURE"

OUR VALUE PROPOSITION

CLIENT BUSINESS NEEDS

We are a responsible business and technology transformation partner delivering business value to our clients and society at large, by leveraging useful, accessible and sustainable technology.

We help our clients transform at scale, as they transition to a digital and sustainable economy.

CUSTOMER FIRST

Transforming the experience that our clients deliver to their customers, including the value of their products and services and the quality of each customer interaction.

INTELLIGENT INDUSTRY

Transforming digitally our client value chain, from the design and development of sustainable, intelligent products and services to intelligent supply chain, extending to the smart manufacturing of products and intelligent service operations.

ENTERPRISE MANAGEMENT

Transforming the processes, teams, solutions and operations to run enterprises with a greater agility and operational efficiency, in a sustainable manner and for a personalized employee experience.

CORE EXPERTISES

INDUSTRY EXPERTISE

Knowing the unique challenges that each industry faces is critical to business success. We have developed deep industry knowledge in:

―	Consumer Goods & Retail
―	Energy & Utilities
―	Financial Services
―	Manufacturing
―	Public Sector
―	Services
―	Telecommunications, Media & Technology

CLOUD

While our clients move away from physical data centers, we are operationalizing their move to cloud by leveraging the latest cloud services and streamlining business operations. As a strategic lever of transformation, the cloud enables them to innovate, launch intelligent products and services to create new revenue streams.

DATA & ARTIFICIAL INTELLIGENCE (AI)

We help our clients draw significant business and operational benefits in an ethical fashion, by developing and implementing use cases with Analytics and AI services, and by designing, building and running data and AI solutions at scale.

SUSTAINABILITY

A comprehensive portfolio of services and solutions to leverage climate technologies, transform business models, develop products, and optimize operations and value chains towards a sustainable future.

ENGINEERING

We unleash the potential of R&D and innovation to develop the products and services of tomorrow and transform industrial operations, by leveraging digital and software advanced technologies, agile engineering platforms and an industrialized delivery model.

FOR SHARED OUTCOMES

CLIENTS

―	4.2/5: client satisfaction level on engagements
―	A target of 10 million tons of CO ₂ saved by 2030 by our clients thanks to our solutions

TALENTS

―	€15,341m paid in gross wages and salaries, payroll taxes and benefit
―	38.8% of women in the workforce
―	26.2% of women in Executive leadership positions
―	17.8 million hours of training
―	7.9/10: employee engagement score, as measured in monthly internal surveys
―	8.9% employee share ownership

BUSINESS AND TECHNOLOGY PARTNERS

―	€3,508m in purchase of goods and services with our suppliers
―	The majority of our sales are made alongside our partners

SOCIETY AND PUBLIC AUTHORITIES

―	€626m income tax expense
―	1,152 social impact projects
―	Net zero business by 2040
―	Contribution to 11 out of 17 Sustainable Development Goals adopted by the United Nations
―	4.4 million citizens benefited from our digital inclusion initiatives since 2018

SHAREHOLDERS AND INVESTORS

―	Earnings per share of €9.7 (up 7% on 2022)
―	€1,442m returned to shareholders (€559m dividend, €883m share buyback)
―	13.3% operating margin

1 1.5.3 Financial highlights

Consolidated financial statements

(in millions of euros)	2019 ⁽³⁾	2020 ⁽⁴⁾	2021	2022	2023
Revenues	14,125	15,848	18,160	21,995	22,522
Operating expenses	(12,384)	(13,969)	(15,820)	(19,128)	(19,531)
Operating margin ⁽¹⁾	1,741	1,879	2,340	2,867	2,991
% of revenues	12.3%	11.9%	12.9%	13.0%	13.3%
Operating profit	1,433	1,502	1,839	2,393	2,346
% of revenues	10.1%	9.5%	10.1%	10.9%	10.4%
Profit for the period attributable to owners of the Company	856	957	1,157	1,547	1,663
% of revenues	6.0%	6.1%	6.4%	7.0%	7.4%
Earnings per share
Average number of shares outstanding during the period	166,171,198	167,620,101	168,574,058	170,251,066	171,350,138
Basic earnings per share (in euros)	5.15	5.71	6.87	9.09	9.70
Normalized earnings per share ⁽¹⁾ (in euros) ⁽²⁾	6.76	7.23	9.19	11.52	12.44
Dividend per share for the year (in euros)	1.35	1.95	2.40	3.25	⁽⁵⁾ 3.40
Goodwill (at December 31)	7,662	9,795	10,633	11,090	11,213
Equity attributable to owners of the Company (at December 31)	8,424	6,103	8,467	9,727	10,454
(Net debt)/Net cash and cash equivalents ⁽¹⁾ (at December 31)	(600)	(4,904)	(3,224)	(2,566)	(2,047)
Organic free cash flow ⁽¹⁾ (at December 31)	1,288	1,119	1,873	1,852	1,963
Average number of employees	216,104	251,525	292,690	347,758	349,793
Number of employees (at December 31)	219,314	269,769	324,684	359,567	340,443

⁽¹⁾ Operating margin, normalized earnings per share, net debt/net cash and cash equivalents and organic free cash flow, alternative performance measures monitored by the Group, are defined in Note 3 - Alternative performance measures, to the consolidated financial statements for the year ended December 31, 2023.
⁽²⁾ Excluding an exceptional income tax expense of €73 million, €36 million and €60 million, respectively, in 2022, 2021 and 2019 and exceptional income tax income of €8 million in 2020.
⁽³⁾ Data from exercise 2019 reflects the application of IFRS 16, Leases, using the modified retrospective method.
⁽⁴⁾ 2020 data reflects the consolidation of Altran from April 1, 2020.
⁽⁵⁾ Subject to approval by the Shareholders' Meeting of May 16, 2024.

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

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

―	the provisions set out in the last paragraph of Article L. 225-37, Article L. 225-37-4 and Article L. 22-10-10 of the French Commercial Code (Code de commerce);
―	the recommendations set out in the "Corporate Governance Code" issued jointly by AFEP and MEDEF (French private business associations) in December 2008 (recommendations immediately adopted by our Board of Directors as a benchmark), as revised in December 2022 and its application guidelines;
―	as well as the rules of good governance, adopted, applied and complied with continuously by the Capgemini group since the closing of its first fiscal year on December 31, 1968 (i.e. more than 50 years ago!).

This report was approved by the Board of Directors on February 13, 2024, 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 28.1 of the AFEP-MEDEF Corporate Governance Code for listed companies revised in December 2022, the Company considers that its practices comply fully with the recommendations of the current AFEP-MEDEF Code.

The AFEP-MEDEF Code and its application guidelines may be consulted at www.afep.com or www.medef.com.

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

In 2018, the Group remodeled its organization in line with the new ambitions set by the Board of Directors and Group Management: the maturity achieved by all the business lines now enables the Group to be organized around the client relationship. This organization enables Capgemini to better draw on the full range of its expertise and develops synergies between businesses, offerings and the geographical areas where the Group serves its clients.

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

It was in this dynamic context that the Board of Directors' meeting of September 16, 2019 chose Mr. Aiman Ezzat, Chief Operating Officer, to succeed Mr. Paul Hermelin as Chief Executive Officer at the end of the Shareholders' Meeting of May 20, 2020. This decision was taken after a management succession internal process launched in 2017. A governance structure separating the duties of Chairman and Chief Executive Officer, under which Mr. Paul Hermelin remained Chairman of the Board and Mr. Aiman Ezzat became Chief Executive Officer of the Company, as the sole Executive Corporate Officer, was therefore implemented by the Board of Directors following the Shareholders' Meeting of May 20, 2020. With this new governance structure, revised in May 2022, Capgemini is writing the next Chapter in its history with the passion and collective energy that characterize the Group, and continue making Capgemini a global and responsible leader in its sector.

2.1.2 Governance structure

BALANCED GOVERNANCE, TAILORED TO CAPGEMINI'S SPECIFIC REQUIREMENTS

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

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 Mr. Hermelin's managerial succession prepared since 2017, that the Board of Directors of May 20, 2020 unanimously decided, at the recommendation of the Ethics & Governance Committee, to separate the duties of Chairman and Chief Executive Officer with immediate effect. During this meeting, Mr. Paul Hermelin, the current Chairman and Chief Executive Officer, was confirmed as Chairman of the Board of Directors for the remainder of his term of office as Director, and Mr. Aiman Ezzat was appointed Chief Executive Officer for his term of office as Director.

The Board of Directors' meeting of May 19, 2022 decided to continue this separated governance structure following the renewal of Mr. Paul Hermelin's term of office as Director for a period of four years by the Shareholders' Meeting. The members of the Board of Directors also reappointed Mr. Hermelin as Chairman of the Board of Directors.

The Board of Directors considers the separation of the duties of Chairman and Chief Executive Officer to be the most appropriate governance model for the Company following the successful two-year management hand-over phase. It wishes the Company to continue to benefit from Mr. Paul Hermelin's expertise and experience and his in-depth knowledge of the Group. The extensive duties previously entrusted to the Chairman of the Board of Directors during the management hand-over phase came to an end in May 2022 at the end of the Shareholders' Meeting (see the Section below, Role and duties of the Chairman of the Board of Directors).

In addition, the Board of Directors also decided to retain the position of Lead Independent Director for as long as the duties of the Chairman of the Board are assumed by a director who is not independent as defined by the AFEP-MEDEF Code to which the Company adheres, as is currently the case. Mr. Frédéric Oudéa was confirmed in his duties as Lead Independent Director by the Board of Directors' meeting of May 19, 2022 following the renewal of his term of office as a Director for a period of four years (see below for more information on his role and duties).

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 and Chief 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 Group 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 work of the Ethics & Governance Committee on these issues, other than those that directly concern him.

In 2023, the Ethics & Governance Committee performed its annual review of the procedures implemented by Group Management to manage succession plans for Executive Management (Group Executive Board and the Group 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. The Committee also reviewed the process implemented by Group Management to identify and prepare potential internal candidates for the Chief Executive Officer succession when the day comes.

In addition, the Board of Directors implemented a succession plan enabling the immediate appointment of an interim successor in the event of the death or sudden incapacity of the Chairman of the Board of Directors or the Chief Executive Officer. The aim of this plan is to ensure business 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 at the recommendation of the Ethics & Governance Committee, which also reexamines the plan annually.

Powers of the Chief Executive Officer

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

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

Limits on the powers of the Chief Executive Officer

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

―	the draft annual budget prepared in accordance with the three-year plan;
―	the approval of the annual investment and divestment budget;
―	the conclusion of material strategic alliances;
―	acquisitions or disposals of assets or investments not recorded in the annual investment budget, individually worth more than €100 million, or for smaller investments, resulting in the €300 million cumulative annual ceiling being exceeded;
―	financial transactions with a material impact on the Company financial statements or the consolidated financial statements of the Group and particularly issues of securities granting access to the Company's share capital or market debt instruments;
―	the grant to employees of incentive instruments granting access to the Company's share capital and particularly performance shares;
―	material internal reorganization transactions;
―	material changes to the scope or range of businesses;
―	increases or decreases in the share capital of a direct subsidiary of Capgemini, concerning an amount in excess of €100 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. Following the renewal of his term of office as Director for a period of four years by the Shareholders' Meeting of May 19, 2022, the Board of Directors decided, at the end of the Shareholders' Meeting, to reappoint Mr. Paul Hermelin as non-executive Chairman of the Board of Directors for his term of office. Given the end of the management hand-over phase at this date, the Board of Directors decided to end the extended duties of the Chairman of the Board of Directors and return to a "standard" Chairman role.

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

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

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

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

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

In all his assignments other than those conferred by law, the Chairman of the Board of Directors acts in close conjunction with the Chief Executive Officer, who has responsibility for the general and operational management of the Company. In this context, the Chairman of the Board of Directors may represent the Group, notably with bodies, institutions and public authorities. The Chairman of the Board of Directors shall devote his best efforts to promoting the Group's values, culture and reputation.

Lead Independent Director

As part of the constant drive to improve governance within the Company, the position of Lead Independent Director was created in May 2014.

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, the Board of Directors may also choose to appoint a Lead Independent Director. This appointment is essential when the Chairman of the Board of Directors is not an Independent Director as defined by the AFEP-MEDEF Code, 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 the Lead Independent Director and Chairman of the Ethics & Governance Committee may be revoked at any time by the Board of Directors.

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

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

Since May 20, 2021, the duties of Lead Independent Director have been performed by Mr. Frédéric Oudéa, Independent Director.

In 2022, the Board of Directors reappointed Mr. Frédéric Oudéa as Lead Independent Director at the end of the Shareholders' Meeting of May 19, 2022 which approved the renewal of his term of office as Director for a period of fours years.

Duties of the Lead Independent Director

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

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

The Lead Independent Director is assisted by the Board Secretary in the administrative tasks relating to his duties.

The report on his work in 2023 is presented in Section 2.2.2 (Activities of the Board of Directors in 2023).

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

2.1.3 Composition of the Board of Directors

AN INDEPENDENT AND BALANCED BOARD OF DIRECTORS

" THE CAPGEMINI BOARD OF DIRECTORS POSSESSES A WIDE RANGE OF EXPERTISE, ADAPTED TO THE CURRENT AND FUTURE CHALLENGES FACING THE GROUP."

PAUL HERMELIN

Chairman of the Board of Directors

FRÉDÉRIC OUDÉA

Lead Independent Director & Chairman of the Ethics & Governance Committee

The Board of Directors seeks to implement a balanced governance structure tailored to Capgemini and able to adapt to the circumstances and challenges specific to the Group. True to its history and the Group's values, its action seeks to achieve the goal of sustainable and responsible growth, which has defined Capgemini for over 50 years.

13+2

Board of Directors ¹

83%

Independent Directors ²

W: 42% M: 58%

Gender Balance ³

58 years

Average age

40%

Internationalization

5 years

Average length of office

1

Director representing employee shareholders

2

Directors representing employees

NB: Information at December 31, 2023 .

¹ 13 directors were elected by shareholders; the two directors representing employees were appointed in accordance with the employee representation system.
² The directors representing employees and employee shareholders are not taken into account in calculating the independence rate, in accordance with the provisions of the AFEP-MEDEF Code.
³ The directors representing employees and employee shareholders are not taken into account in calculating this percentage, in accordance with the provisions of the French Commercial Code.

At December 31, 2023, the Capgemini SE Board of Directors has 15 members, including 13 members elected by Shareholders' Meeting and two members appointed in accordance with the employee representation system. 83% of its members are independent, 40% have international profiles and 42% are women. Directors are appointed for a period of four years. Directors are appointed by the Shareholders' Meetings, or in the case of employee Directors, in accordance with the Company's bylaws.

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

Composition of the Board - a range of profiles and experience

Board of Directors composition policy and objectives

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

During its meeting on February 14, 2022 and at the recommendation of the Ethics & Governance Committee, the Board of Directors decided to renew the following objectives for its composition for the period 2022-2026:

(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 enabling coherence and collective decision-making.

Implementation in 2023 of the 2022-2026 objectives and results

The following table summarizes the implementation in 2023 of the various objectives regarding the Board of Directors' composition. These objectives do not include Directors representing employees and Directors representing employee shareholders, who are appointed in accordance with specific legal provisions.

Objective	Implementation and results in 2023
International diversification to reflect changes in the Group's geographical spread and businesses	The appointment of Ms. Megan Clarken, a New Zealand citizen and Ms. Ulrica Fearn, a Swedish citizen, as Director by the Shareholders' Meeting of May 16, 2023, enabled the further international diversification of the Board's composition.
	At December 31, 2023, 40% of Directors have an international profile.
Diversity of profiles and expertise	The appointment of Ms. Megan Clarken and Ms. Ulrica Fearn enriched the diversity of profiles on the Board and enabled it to benefit from their solid experience.
	Ms. Megan Clarken is Chief Executive Officer of a global technology company. She has acquired throughout her career solid expertise in technology, data and digital transformation as well as experience in the media and retail sectors. She brings to the Board her inclusion and diversity expertise, as well as her knowledge of the US and Asia Pacific markets.
	Ms. Ulrica Fearn has acquired throughout her career strong financial expertise from multiple senior positions in leading global companies in the energy, telecommunications and Consumer Goods & Retail sectors, all of which are industries leveraging technology as part of their sustainable transformation journey. She is currently Chief Financial Officer of Carlsberg.
Staggered renewal of terms of office	Terms of office continued to be renewed on a staggered basis in 2023, with the appointment of two new Directors, the non-renewal of the term of office of Ms. Xiaoqun Clever and Ms. Tanja Rueckert's wish to stand down from the Board of Directors at the end of the 2023 Shareholders' Meeting.
Maintenance of a measured number of Directors enabling coherence and collective decision-making	In 2023, the number of Directors was maintained at 15. The Board considers that a number of 14/15 Directors enables coherent and collective decision-making.

RESULTS OF THE APPLICATION OF THE BOARD OF DIRECTORS' DIVERSITY POLICY IN 2023

^* Scope covers all members of the Board (whereas percentage of women on the Board - currently 42% - excludes Directors representing employees and employee shareholders as per French law).

DIRECTOR SELECTION PROCESS

When one or more directorships become vacant, or more broadly when the Board of Directors wishes to expand or modify its composition, the Ethics & Governance Committee documents and ranks the selection criteria for potential candidates, taking account of the desired balance and diversity of the Board's composition, as well as the Group's strategic challenges and the experience and expertise present on the Board, including in the sustainability field. The Committee takes into account the diversity policy and the 2022-2026 objectives defined by the Board of Directors, as presented above.

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

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

In preparation of the 2023 Shareholders' Meeting, the Ethics & Governance Committee focused on enriching the diversity of its profiles, particularly in terms of international diversification, extending its industry and geographic knowledge, deepening its expertise, particularly in technology, data and digital transformation and ensuring it retains sufficient financial expertise.

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

Experience & expertise represented

The change in the composition of the Board of Directors in recent years, has enabled the replacement of a large number 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.

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

A GOOD MATCH BETWEEN DIRECTORS AND THE GROUP'S STRATEGIC FOCUS

In accordance with its diversity policy, the Board of Directors ensures the balance and plurality of expertise on the Board with regard to the challenges facing the Group. It maintains a range of experience and nationalities and respects gender balance, while ensuring the commitment of all directors to the Group's fundamental values.

The Board of Directors therefore decided to adopt the following objectives for its composition for the period 2022-2026: 01. International diversification to reflect changes in Capgemini's geographical spread and businesses. 02. Diversification of profiles and expertise. 03. Staggered renewal of terms of office. 04. Maintenance of a measured number of directors, enabling coherence and collective decision-making.

The experience and expertise brought by each Director sitting on the Board of Directors at December 31, 2023 (excluding the Chief Executive Officer) may be summarized as follows.

^* Including expertise on climate change

The Board of Directors considers that Directors carrying out or having carried out the duties of Chief Executive Officer or Chief Operating Officer of an international group listed on the stock market bring to the Board all the general expertise listed above (Strategy; Human Resources and Talent Management; Finance, Audit and Risks, CSR, Ethics and Compliance; Governance and Compensation). This is the case for Ms. Clarken and Messrs. Hermelin, Oudéa, Musca, Pouyanné, Roussat and Sievers.

In addition, among the Directors demonstrating CSR expertise, the Board of Directors considers that Ms. Clarken, Ms. Ferraro and Ms. Moscoso del Prado as well as Messrs. Hermelin, Oudéa, Musca, Pouyanné, Roussat and Sievers bring specific expertise relating to climate change issues.

A detailed individual presentation of Directors at December 31, 2023, setting out their career path and the offices and duties they hold and linking to the expertise each of them bring to the Board, is presented in Section 2.1.4 of this Universal Registration Document.

The Board also considers that Mr. Aiman Ezzat, Director and Chief Executive Officer of Capgemini SE, brings all the above experience and expertise to the Board of Directors.

Changes in the composition of the Board in 2023

Shareholders' Meeting of May 16, 2023

The Board of Directors of Capgemini SE, meeting on March 16, 2023 under the chairmanship of Mr. Paul Hermelin, Chairman of the Board of Directors, and on the report of the Ethics & Governance Committee, deliberated on changes in the composition of the Board of Directors at the Shareholders' Meeting of May 16, 2023.

Ms. Xiaoqun Clever expressed her wish not to renew her term of office for personal reasons. Ms. Tanja Rueckert decided to stand down from the Board of Directors following a change in her responsibilities within Bosch, effective following the end of the Shareholders' Meeting of May 16, 2023.

In line with the Board of Directors' ambition to deepen its industry expertise and enrich the diversity of its profiles, particularly in terms of its international diversification, the Shareholders' Meeting of May 16, 2023 appointed Ms. Megan Clarken and Ms. Ulrica Fearn as Independent Directors for a term of four years.

Changes in the composition of the Board of Directors and its specialized committees in 2023

	Departures	Appointments	Renewals
Board of Directors	Xiaoqun Clever Director (AGM 05/16/2023)	Megan Clarken Director (AGM 05/16/2023)	N/A
	Tanja Rueckert Director (AGM 05/16/2023)	Ulrica Fearn Director (AGM 05/16/2023)
Audit & Risk Committee	Xiaoqun Clever (05/16/2023)	Ulrica Fearn (05/16/2023)	N/A
Strategy & CSR Committee	Tanja Rueckert (05/16/2023)	Megan Clarken (05/16/2023)	N/A

At December 31, 2023, the Board of Directors therefore comprised 15 Directors, with 83% of Independent Directors and 42% of female Directors (the Directors representing employees and employee shareholders are not taken into account in calculating these percentages).

Upcoming changes in the composition of the Board

At its meeting on February 13, 2024, the Board of Directors decided to propose the renewal of Mr. Aiman Ezzat's term of office as director for a period of four years, and expressed its intention to confirm Mr. Ezzat in his role as Chief Executive Officer after the Shareholders' Meeting.

The Board of Directors unanimously agreed with this proposal, based on the recommendation of the Ethics & Governance Committee, thereby reaffirming its support for Mr. Ezzat as he continues to implement the Group's strategy.

The Board of Directors will also propose the renewal of the terms of office of Ms. Siân Herbert-Jones and Ms. Belen Moscoso del Prado, for a period of four years. Ms. Herbert-Jones and Ms. Moscoso del Prado are considered to be independent pursuant to the criteria of the AFEP-MEDEF Code to which the Company refers.

Assuming the adoption of these resolutions by the Shareholders' Meeting of May 16, 2024, 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⁾.

⁽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.

Independence of the Board of Directors

Independence criteria

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

The following criteria are examined, initially by the Ethics & Governance Committee and then by the Board, to determine whether a director is independent (Article 10.5 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 the Company,
―	an employee or Executive Corporate Officer or director of a company that the Company consolidates,
―	an employee or Executive Corporate Officer or director of the Company's parent company or a company that this parent company consolidates;

―

is not an Executive Corporate Officer of a company in which the Company holds directly or indirectly a directorship or in which an employee designated as such or an Executive Corporate Officer of the Company (currently or within the last 5 years) holds a directorship;

―

is not a customer, supplier, corporate bank, financing bank or advisor:

―	material for the Company or its Group,
―	or for which the Company or its Group represents a material share of activity;

―

does not have close family ties with a corporate officer;

―

has not been the statutory auditor of the Company in the last 5 years;

―

has not been a director of the Company for more than twelve years (the status of Independent Director is lost on the date of the twelve-year anniversary).

Ratio and Calculation rules

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

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

Review of director independence by the Board of Directors

Based on the report of the Ethics & Governance Committee, the Board of Directors examined the personal situation of each of the members of the Board of Directors with regard to the AFEP-MEDEF Code independence criteria set-out above during its meeting of February 13, 2024.

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

	Is not and has not been within the last 5 years, an employee or Executive Corporate Officer	No crossdirectorships	No material business relationships	No family ties	Has not been the statutory auditor of the Company in the last 5 years	Has not been a director for more than 12 years
Paul Hermelin	x	√	√	√	√	x
Aiman Ezzat	x	√	√	√	√	√
Megan Clarken	√	√	√	√	√	√
Ulrica Fearn	√	√	√	√	√	√
Maria Ferraro	√	√	√	√	√	√
Siân Herbert-Jones	√	√	√	√	√	√
Belen Moscoso del Prado	√	√	√	√	√	√
Xavier Musca	√	√	√	√	√	√
Frédéric Oudéa	√	√	√	√	√	√
Patrick Pouyanné	√	√	√	√	√	√
Olivier Roussat	√	√	√	√	√	√
Kurt Sievers	√	√	√	√	√	√
TOTAL	10 INDEPENDENT DIRECTORS (83%)

	Classification
Paul Hermelin	Not independent
Aiman Ezzat	Not independent
Megan Clarken	Independent
Ulrica Fearn	Independent
Maria Ferraro	Independent
Siân Herbert-Jones	Independent
Belen Moscoso del Prado	Independent
Xavier Musca	Independent
Frédéric Oudéa	Independent
Patrick Pouyanné	Independent
Olivier Roussat	Independent
Kurt Sievers	Independent
TOTAL	10 INDEPENDENT DIRECTORS (83%)

x	Independence criteria not met.
√	Independence criteria met.

Based on the independence criteria set out above, the Board considered that 10 of its 12 members (excluding Directors representing employees and employee shareholders), i.e. 83%, could be considered independent:

Megan Clarken, Ulrica Fearn, Maria Ferraro, Siân Herbert-Jones, Belen Moscoso del Prado, Xavier Musca, Frédéric Oudéa, Patrick Pouyanné, Olivier Roussat and Kurt Sievers.

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

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

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

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

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

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

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

―

in 2023, 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 business relationships were not material for Capgemini group or the relevant companies and did not indicate a situation of economic dependence or exclusivity and were not likely to compromise the independence of the Directors concerned.

In addition to procedures performed prior to entering into service agreements, a specific review was performed of relations with Crédit Agricole Corporate and Investment Bank (CACIB), as Mr. Xavier Musca is Chief Executive Officer of CACIB and Deputy Chief Executive Officer of Crédit Agricole SA.

The Board of Directors noted that CACIB disclosed it had decreased its interest below the 10% share capital and voting rights threshold in the Company on June 9, 2022 and that CACIB acted as the structuring bank for the most recent Group employee share ownership transactions (including the latest share capital increase on December 19, 2023). Implementation of the leveraged and secure offers requires the financial institution structuring the offer to enter into on and off-market hedging transactions, by buying and/or selling shares, share purchase options and/or all other transactions throughout the duration of the transactions. In its threshold crossing disclosure, CACIB stated that it held 8.02% of the share capital and voting rights of the Company, including 6.99% in respect of derivatives and 0.87% in respect of guarantees ⁽¹⁾.

⁽¹⁾ Following the repeal of the so-called "trading" exception due to the enactment into French law of the revised Transparency Directive 2013/50/EU by Order no. 2015-1576 of December 3, 2015, service providers must include in their threshold crossing disclosures certain agreements or financial instruments deemed to have an economic effect similar to the ownership of shares, irrespective of whether they are settled in shares or cash (e.g. forward purchases with physical settlement).

In addition, it is noted that Capgemini SE owns 17.14% of Azqore, a subsidiary of CA Indosuez SA (a Crédit Agricole subsidiary) which operates a platform specializing in banking transactions for wealth management players.

Furthermore, the Company was informed of the procedure implemented by the Crédit Agricole group to manage potential conflicts of interest. In this context, Mr. Xavier Musca does not participate in the decision-making process for any transactions involving Capgemini.

The Board of Directors considered that these business relations were not material from Capgemini's point of view or that of the relevant companies and did not indicate a situation of economic dependence or exclusivity and were unlikely to call into question Mr. Xavier Musca's independence.

Independence of the Board after the 2024 Shareholders' Meeting

Assuming the renewal of the terms of office of Ms. Belen Moscoso del Prado, Ms. Siân Herbert-Jones and Mr. Aiman Ezzat, the percentage of independent Directors would remain unchanged at 83% (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 2023 Universal Registration Document	83%	Megan Clarken, Ulrica Fearn, Maria Ferraro, Siân Herbert-Jones, Belen Moscoso del Prado, Xavier Musca, Frédéric Oudéa, Patrick Pouyanné, Olivier Roussat and Kurt Sievers Paul Hermelin and Aiman Ezzat
At the end of the Shareholders' Meeting of May 16, 2024	83%	Megan Clarken, Ulrica Fearn, Maria Ferraro, Siân Herbert-Jones, Belen Moscoso del Prado, Xavier Musca, Frédéric Oudéa, Patrick Pouyanné, Olivier Roussat and Kurt Sievers Paul Hermelin and Aiman Ezzat

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

Information on regulated agreements with related parties

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, 2023.

Internal Charter on regulated agreements

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

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

A report on the implementation of the Internal Charter was presented to the Ethics & Governance Committee during its meeting of December 1, 2023. After analyzing the criteria adopted to classify agreements as regulated agreements or ordinary agreements performed at arm's length during the fiscal year, the Ethics & Governance Committee recommended that the Board of 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. 21 of the AFEP-MEDEF Code concerning the prevention of conflicts of interest:

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

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

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

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

These conflict of interest prevention measures supplement one of the general duties of the Ethics & Governance Committee which is to draw the attention of the Chairman 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. They also provide input for the Board of Directors' work on the independence classification of Directors.

Loans and guarantees granted to Directors and managers of the Company

None

Declarations concerning corporate officers

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

―	has been found guilty of fraud at any time during the last five years;
―	has been involved in any bankruptcy, receivership, liquidation or company placed in administration at any time during the last five years 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 removed from the Companies Register in March 2022 and Ms. Belen Moscoso del Prado, who was a director of the Spanish company Adveo International, which was removed from the Companies Register in June 2022 and one of whose subsidiaries has been 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 an issuer or from participating in the management or conduct of the affairs of any issuer at any time during the last five years.

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

―	conflicts of interest among the members of the Board of Directors between their duties towards Capgemini and their private interests and/or any other duties;
―	arrangements or agreements with the principal shareholders, customers or suppliers pursuant to which one of the members of the Board of Directors was selected;
―	restrictions accepted by the members of the Board of Directors on the sale of their investment in the share capital of Capgemini (other than the obligation under the bylaws that each director must hold at least 500 shares throughout their term of office, excluding Directors representing employees and employee shareholders, and the obligation for the Executive Corporate Officer to hold 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 under such contract.

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

Information on the members of the Board of Directors at December 31, 2023

Since May 16, 2023, the Capgemini Board of Directors has 15 members. The wide range of their experience and expertise contributes to the quality of discussions and the smooth operation of the Board, ensuring the best possible balance taking account of the Group's situation and the different challenges facing Capgemini.

A detailed individual presentation of each Director is presented below.

PAUL HERMELIN

Date of birth:

April 30, 1952

Nationality:

French

Business address:

Capgemini SE, 11 rue de Tilsitt

75017 Paris

First appointment:

2000

Expiry of term of office:

2026 (Ordinary Shareholders' Meeting held to approve the 2025 financial statements)

Number of shares held at December 31, 2023:

206,188

Chairman of the Board of Directors

Chairman of the Strategy & CSR Committee

BIOGRAPHY - PROFESSIONAL EXPERIENCE

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

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. Under his guidance and leadership, Capgemini has become a world leader in the transformation and digitization of companies, seeking to leverage technology to achieve inclusive and sustainable progress.

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 is also Senior Advisor to the Eurazeo Group since February 2022.

Mr. Hermelin brings to the Board his expertise in corporate growth, transformation and digitization, his experience in innovation and technology and his in-depth knowledge of the Group which he led for 18 years.

Principal office:

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

OFFICES HELD IN 2023 OR CURRENT OFFICES AT DECEMBER 31, 2023

Chairman of the Board of Directors of:

―	CAPGEMINI SE ^* (since May 20, 2020)

Senior Advisor of:

―	EURAZEO ^* (since February 2022)

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 15, 2019)
―	CAPGEMINI TECHNOLOGY SERVICES INDIA LIMITED (since August 11, 2017)

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

Chairman and Chief Executive Officer of:

―	CAPGEMINI SE ^* (until May 2020)

Chairman of:

―	THE BRIDGE S.A.S. (until October 2019)

Offices held in Capgemini group:

Chairman of:

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

Chairman of the Board of Directors of:

―	CAPGEMINI NORTH AMERICA, INC. (United States) (until May 20, 2020)
―	CAPGEMINI AMERICA, INC. (United States) (until May 20, 2020)

Manager of:

―	SCI PARIS ÉTOILE (until May 20, 2020)

Chief Executive Officer of:

―	CAPGEMINI NORTH AMERICA, INC. (United States) (until May 20, 2020)

Director of:

―	CGS HOLDINGS LTD (United Kingdom) (until May 20, 2020)

Chairman of the Supervisory Board of:

―	CAPGEMINI NV (Netherlands) (until November 27, 2020)

^* Listed company.

MEGAN CLARKEN

Date of birth:

October 30, 1966

Nationality:

New Zealander

Business address:

Criteo S.A., 32 rue Blanche 75009 Paris

First appointment:

2023

Expiry of term of office:

2027 (Ordinary Shareholders' Meeting held to approve the 2026 financial statements)

Number of shares held at December 31, 2023:

500

Independent Director

Member of the Strategy & CSR Committee (since May 16, 2023)

BIOGRAPHY - PROFESSIONAL EXPERIENCE

Ms. Megan Clarken is Chief Executive Officer of Criteo since November 2019.

Born in New Zealand, Ms. Megan Clarken held senior leadership positions for large publishers and online technology providers in Australia, before joining Nielsen in 2004. From 2004 to 2019, Ms. Clarken held numerous senior positions at Nielsen in both commercial and product leadership, including Chief Commercial Officer of Nielsen Global Media, President of Watch, Nielsen's Media Measurement services, and President of Product leadership. Ms. Clarken's previous roles at Nielsen include Managing Director of Media Client Services in Asia Pacific, Middle East and Africa and Managing Director of Nielsen's digital business across the Asia Pacific region. Ms. Megan Clarken was also a champion of diversity & inclusion during her 15 years at Nielsen Global Media.

Ms. Megan Clarken was appointed Chief Executive Officer of Criteo S.A. effective November 25, 2019 and has served as a member of the Board of Directors of Criteo S.A. since August 2020.

Ms. Megan Clarken joined the Board of Directors of Capgemini SE on May 16, 2023 and was appointed a member of the Strategy & CSR Committee at the same date.

Throughout her career, Ms. Megan Clarken has acquired solid expertise in technology, data and digital transformation as well as experience in the media and retail sectors. She brings to the Board her inclusion and diversity expertise, as well as her knowledge of the US and Asia Pacific markets.

Principal office:

Chief Executive Officer of Criteo S.A.

OFFICES HELD IN 2023 OR CURRENT OFFICES AT DECEMBER 31, 2023

Chief Executive Officer of:

―	CRITEO S.A. ^* (France) (since November 25, 2019)

Director of:

―	CAPGEMINI SE ^* (since May 2023)
―	CRITEO S.A. ^* (France) (since August 2020)

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

N/A

^* Listed company.

ULRICA FEARN

Date of birth:

January 24, 1973

Nationality:

Swedish

Business address:

Carlsberg A/S,

1 J.C. Jacobsens Gade

1799 Copenhagen Denmark

First appointment:

2023

Expiry of term of office:

2027 (Ordinary Shareholders' Meeting held to approve the 2026 financial statements)

Number of shares held at December 31, 2023:

500

Independent Director

Member of the Audit & Risk Committee (since May 16, 2023)

BIOGRAPHY - PROFESSIONAL EXPERIENCE

Ms. Ulrica Fearn is a Swedish citizen and holds a master's degree in business and finance from the University of Halmstad, Sweden.

Ms. Ulrica Fearn is Chief Financial Officer of Carlsberg Group since January 1st, 2023. Before joining Carlsberg, she was Chief Financial Officer of Equinor, a leading energy company in Norway. Prior to Equinor, she was Director, Group Finance at the British telecommunications company, BT Group. She began her career at Diageo, where she spent almost 20 years in various senior finance and other management roles across Europe, APAC and the USA.

She joined the Board of Directors of Capgemini SE on May 16, 2023 and was appointed a member of the Audit & Risk Committee at the same date.

Ms. Ulrica Fearn brings to the Board her strong financial expertise from multiple senior positions in leading global companies in the energy, telecommunications and Consumer Goods & Retail sectors, all of which are industries leveraging technology as part of their sustainable transformation journey.

Principal office:

Member of the Executive Board and Chief Financial Officer of Carlsberg

OFFICES HELD IN 2023 OR CURRENT OFFICES AT DECEMBER 31, 2023

Director of:

―	CAPGEMINI SE ^* (since May 16, 2023)

Member of the Executive Board of:

―	CARLSBERG A/S ^* (Denmark) (since January 1, 2023)

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

N/A

^* Listed company.

AIMAN EZZAT

Date of birth:

May 22, 1961

Nationality:

French

Business address:

Capgemini SE, 11 rue de Tilsitt

75017 Paris

First appointment:

2020

Expiry of term of office:

2024 (Ordinary Shareholders' Meeting held to approve the 2023 financial statements)

Number of shares held at December 31, 2023:

113,269

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 of Management at UCLA.

Mr. Aiman Ezzat has been Chief Executive Officer of Capgemini SE since May 20, 2020. He has also been a Director of Capgemini SE and a member of the Strategy & CSR Committee since the same date. He is also a Director of Air Liquide since May 4, 2021. In September 2021, he was named the "Best European CEO" for the technology 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. He 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 of Strategy from 2005 to 2007. He played a key role in the development of the Booster turnaround plan for the Group's activities in the United States, as well as in the development of the Group's offshore strategy. In 2006, he was part of the acquisition and integration team for Kanbay, a global IT services firm focused on 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 nine years at Gemini Consulting (Gemini Consulting was the former brand of the strategic and transformation consulting arm of the Capgemini group, which subsequently became Capgemini Consulting and then Invent), where he held a number of roles including Global Head of the Oil, Gas and Chemicals practice.

Mr. Aiman Ezzat is a Knight of the Legion of Honor.

Principal office:

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

OFFICES HELD IN 2023 OR CURRENT OFFICES AT DECEMBER 31, 2023

Chief Executive Officer of:

―	CAPGEMINI SE ^* (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. (since May 20, 2020)
―	CAPGEMINI 2023 (since May 23, 2023)

Chairman of the Board of Directors of:

―	CAPGEMINI NORTH AMERICA, INC. (United States) (since May 20, 2020)
―	CAPGEMINI AMERICA, INC. (United States) (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. (United States) (since May 20, 2020)

Director of:

―	CAPGEMINI INTERNATIONAL BV (Netherlands) (since May 20, 2020)
―	PURPOSE GLOBAL PNC (United States) (since April 17, 2020)
―	CAPGEMINI TECHNOLOGY SERVICES INDIA LIMITED (India) (since January 19, 2021)

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)
―	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 (United States) (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 (United States) (until June 19, 2020)
―	RADI HOLDING LLC (United States) (until June 12, 2020)

Member of the Supervisory Board of:

―	SOGETI NEDERLAND BV (Netherlands) (until November 27, 2020)

^* Listed company.

MARIA FERRARO

Date of birth:

May 21, 1973

Nationality:

Canadian

Business address:

Siemens Energy AG, Siemenspromenade 9

91058 Erlangen

Germany

First appointment:

2022

Expiry of term of office:

2026 (Ordinary Shareholders' Meeting held to approve the 2025 financial statements)

Number of shares held at December 31, 2023:

500

Independent Director

Member of the Audit & Risk Committee

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.

Before being appointed Chief Financial Officer of Siemens Energy, Ms. Maria Ferraro held the position of Chief Financial Officer for the Digital Industries operating company 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.

She joined the Board of Directors of Capgemini SE on May 19, 2022 and was appointed a member of the Audit & Risk Committee at the same date.

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 also brings to the Board her inclusion and diversity expertise, as well as her knowledge of European and Asian markets.

Principal office:

Member of the Management Board and Chief Financial Officer of Siemens Energy AG and Siemens Energy Management GmbH

Chief Inclusion and Diversity Officer

Director of:

―	CAPGEMINI SE ^* (since May 19, 2022)

OFFICES HELD IN 2023 OR CURRENT OFFICES AT DECEMBER 31, 2023

Offices held in Siemens Group:

Member of the Management Board of:

―	SIEMENS ENERGY AG ^* (Germany) (since May 1, 2020)
―	SIEMENS ENERGY MANAGEMENT GMBH (Germany) (since May 1, 2020)

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

Director of:

―	SIEMENS GAMESA RENEWABLE ENERGY S.A. ^* (Spain) (until December 2022)
―	SIEMENS LTD SEOUL (South Korea) (until May 2020)

^* Listed company.

PIERRE GOULAIEFF

Date of birth:

May 14, 1966

Nationality:

French

Business address:

Sogeti Luxembourg, 36 route de Longwy

L-8080 Bertrange

Luxembourg

First appointment:

2022

Expiry of term of office:

2024 (Ordinary Shareholders' Meeting held to approve the 2023 financial statements)

Number of shares held at December 31, 2023:

322

Director representing employees

Member of the Compensation Committee

BIOGRAPHY - PROFESSIONAL EXPERIENCE

Mr. Pierre Goulaieff initially trained as an electronic engineer (ISEN), leading him first to design maintenance and simulation tools for automated means of transport and then to become head of production at a co-manufacturing site.

He also holds an MBA from the University of Nancy 2, a Master in Human Resources from Paris 2 Panthéon-Assas/CIFFOP University and a Master in IT and Innovation (Nancy 2 and Namur Universities).

Mr. Pierre Goulaieff joined the Capgemini group in 1998 with Capgemini Luxembourg, which became Sogeti Luxembourg in 2005, where he has held various functions (analyst, project manager and then test manager).

He is also Chairman of the Sogeti Luxembourg employee delegation since 2002.

He was a member of the International Works Council (IWC) from 2002 to 2022, a member of the IWC Bureau from 2006 to 2022 and Secretary of the IWC from 2016 to 2022 and his appointment as a Director representing employees.

Mr. Pierre Goulaieff was appointed as a Director representing employees on the Capgemini SE Board of Directors from January 27, 2022 and a member of the Compensation Committee from May 19, 2022.

Mr. Pierre Goulaieff brings to the Board of Directors his in-depth knowledge of the Capgemini group and its businesses, as well as his experience of technological environments and his perspective as an employee, thus contributing to the diversity of profiles represented on the Board.

Principal office:

Director representing employees

OFFICES HELD IN 2023 OR CURRENT OFFICES AT DECEMBER 31, 2023

Director of:

―	CAPGEMINI SE ^* (since January 27, 2022)

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

N/A

^* Listed company.

SIÂN HERBERT-JONES

Date of birth:

September 13, 1960

Nationality:

British

Business address:

Capgemini SE, 11 rue de Tilsitt

75017 Paris

First appointment:

2016

Expiry of term of office:

2024 (Ordinary Shareholders' Meeting held to approve the 2023 financial statements)

Number of shares held at December 31, 2023:

1,000

Independent Director

Member of the Audit & Risk Committee

Member of the Ethics & Governance Committee

BIOGRAPHY - PROFESSIONAL EXPERIENCE

A British Chartered Accountant, Ms. Siân Herbert-Jones initially worked for 13 years with PricewaterhouseCoopers in its London and then Paris offices, where she was in charge of mergers and acquisitions (from 1983 to 1993). She then joined the Sodexo Group, where she spent 21 years, including 15 years as Chief Financial Officer and member of the Group Executive Committee (until February 28, 2016). She was a director of Air Liquide S.A. (from 2011 to 2023), where she chaired the Audit & Accounts Committee. She has been a director of Bureau Veritas since May 17, 2016 and has been a member of the Audit & Risk Committee since May 2017. She has chaired this Committee since February 2021.

Ms. Siân Herbert-Jones joined the Board of Directors of Capgemini SE on May 18, 2016. She has been a member of the Audit & Risk Committee (formerly the Audit Committee) since this date and has been a member of the Ethics & Governance Committee since May 19, 2022.

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

Principal office:

Independent Director

OFFICES HELD IN 2023 OR CURRENT OFFICES AT DECEMBER 31, 2023

Director of:

―	CAPGEMINI SE ^* (since May 2016)
―	L'AIR LIQUIDE S.A. ^* (until May 2023)
―	BUREAU VERITAS ^* (since May 2016)

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

Director of:

―	COMPAGNIE FINANCIÈRE AURORE INTERNATIONALE, a Sodexo group subsidiary (until December 2021)

^* Listed company.

HERVÉ JEANNIN

Date of birth:

August 21, 1963

Nationality:

French

Business address:

Capgemini

Technology Services, 43 rue Pré Gaudry

69007 Lyon

First appointment:

2020

Expiry of term of office:

2024 (Ordinary Shareholders' Meeting held to approve the 2023 financial statements)

Number of shares held at December 31, 2023:

Director representing employees

Member of the Strategy & CSR Committee

BIOGRAPHY - PROFESSIONAL EXPERIENCE

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 account as a sales engineer within the Group. Between 2005 and 2015 he managed employee relations through a variety of roles (employee representative, works Committee, Health and Safety Committee, union representative, Union General Secretary), which he held part-time from 1993, the date of his first office as employee representative.

From 2016 to 2022, he was in charge of workplace first aid and evacuation training within the Group in France. He provided 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. Since May 2022, he has been an advisor to the European Commission on industrial transformation, mainly in the technological fields.

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 joined the Board of Directors on May 20, 2020 as a Director representing employees. He has also been a 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 30 years as an employee representative and his knowledge of the Company and its businesses thanks to 40 years spent with the Group in several business lines and six cities.

Principal office:

Mr. Hervé Jeannin is, since May 2022, an advisor to the European Commission on industrial transformation, mainly in the technological fields.

OFFICES HELD IN 2023 OR CURRENT OFFICES AT DECEMBER 31, 2023

Director of:

―	CAPGEMINI SE ^* (since May 20, 2020)

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

N/A

^* Listed company.

BELEN MOSCOSO DEL PRADO LOPEZ-DORIGA

Date of birth:

June 15, 1973

Nationality:

Spanish

Business address:

Capgemini SE, 11 rue de Tilsitt 75017 Paris

First appointment:

2020

Expiry of term of office:

2024 (Ordinary Shareholders' Meeting held to approve the 2023 financial statements)

Number of shares held at December 31, 2023:

1,000

Independent Director

Member of the Compensation Committee

BIOGRAPHY - PROFESSIONAL EXPERIENCE

In 2023, Ms. Belen Moscoso del Prado Lopez-Doriga was appointed Chief Digital & Data Officer and member of the Executive Committee of the Lesaffre Group, a global leader in fermentation and micro-organisms.

Before joining Lesaffre, Belen was Chief Digital & Innovation Officer and member of the Executive Committee at Sodexo. She also sat on Sodexo's Venture Capital Investment Committee and was Chairman of the Foodchéri Board of Directors. Aligned with her commitments, she was also an Executive Committee sponsor of SoTogether, Sodexo's diversity and inclusion global program.

Between 2008 and 2015, she held several positions leading digital transformations: atAxa Group, as Director of Digital Strategy, Transformation, and Innovation and at Solocal, as Head of Strategy, M&A and Partnerships.

For eight years, she was a consultant at Bain & Company, where she accompanied clients on strategic reviews, performance improvements and post-acquisition integration assignments in Europe and Central America. She started her career in 1995, in Spain, at The Walt Disney Company, where she held different positions in marketing.

During her career, she has also advised multiple start-ups and promoted building winning relations with corporations to develop long-lasting partnerships.

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

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

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

Principal office:

Ms. Belen Moscoso del Prado Lopez-Doriga is Chief Digital & Data Officer and a member of the Executive Committee of Lesaffre Group.

OFFICES HELD IN 2023 OR CURRENT OFFICES AT DECEMBER 31, 2023

Director of:

―	CAPGEMINI SE ^* (since May 20, 2020)

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

Chairman of the Board of Directors of:

―	FOODCHERI (until December 2022)

Director of:

―	ADVEO INTERNATIONAL (until October 2019)

Member of the Consultative Advisory Board of:

―	WYND (until February 2021)

^* Listed company.

XAVIER MUSCA

Date of birth:

February 23, 1960

Nationality:

French

Business address:

Crédit Agricole S.A., 12 place des États-Unis

92120 Montrouge

First appointment:

2014

Expiry of term of office:

2026 (Ordinary Shareholders' Meeting held to approve the 2025 financial statements)

Number of shares held at December 31, 2023:

1,000

Independent Director

Chairman of the Audit & Risk Committee

Member of the Ethics & Governance Committee

BIOGRAPHY - PROFESSIONAL EXPERIENCE

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

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. He has also been Chief Executive Officer of Crédit Agricole Corporate & Investment Bank (CACIB) since September 1, 2022.

Xavier Musca is a Knight (2009) and Officer (2022) of the Legion of Honor and of the National Order of Merit and 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 of the 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 international group and his financial expertise. He has in-depth knowledge of the financial sector, including both retail and BtoB services, in a group committed to financing energy transition and responsible investment. He also provides the Board with his knowledge of economic globalization issues.

Principal office:

Mr. Xavier Musca is Deputy Chief Executive Officer of Crédit Agricole S.A. and Chief Executive Officer of CACIB.

OFFICES HELD IN 2023 OR CURRENT OFFICES AT DECEMBER 31, 2023

Director of:

―	CAPGEMINI SE ^* (since May 2014)

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 the Management Committee - Member of the Group Executive Committee)

Chief Executive Officer of:

―	CRÉDIT AGRICOLE CORPORATE & INVESTMENT BANK (since September 2022)

Chairman of the Board of Directors of:

―	CACEIS BANK (since September 2022)
―	IDIA CAPITAL INVESTISSEMENT (until February 2023)

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

Offices held in Crédit Agricole Group:

Chairman of the Board of Directors of:

―	AMUNDI S.A. ^* (until May 2021)

Director of:

―	AMUNDI S.A. ^* (until September 2022)
―	CA ASSURANCES (until September 2022)

Chairman of the Board of Directors of:

―	CA CONSUMER FINANCE (until September 2022)

Director - Vice-Chairman of:

―	PREDICA (until September 2022)
―	CA ITALIA (until September 2022)

Permanent representative of CRÉDIT AGRICOLE S.A. on the Board of Directors of:

―	PACIFICA (until September 2022)

^* Listed company.

FRÉDÉRIC OUDÉA

Date of birth:

July 3, 1963

Nationality:

French

Business address:

Sanofi, 46 avenue de la Grande Armée 75017 Paris

First appointment:

2018

Expiry of term of office:

2026 (Ordinary Shareholders' Meeting held to approve the 2025 financial statements)

Number of shares held at December 31, 2023:

1,000

Independent Director

Lead Independent Director, Vice-Chairman and Chairman of the Ethics & Governance Committee

BIOGRAPHY - PROFESSIONAL EXPERIENCE

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

From 1987 to 1995, Mr. Frédéric Oudéa held various positions in the French senior civil service (Audit Department of the Ministry of Finance, Ministry of Economy and Finance, Budget Ministry, Private Office of the Minister of Budget and Communication). In 1995, he joined Société Générale and in 1996 he was appointed Deputy Head then Head of the bank's Corporate Banking arm in London. In 1998, he became 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. In May 2015, following the regulatory split between the roles of Chairman and Chief Executive Officer, he was appointed Chief Executive Officer. He held this position until May 2023. Mr. Oudéa was a director of the listed company ALD, a subsidiary of the Société Générale group, from February to December 2023.

Mr. Frédéric Oudéa has been Chairman of the Board of Directors of Sanofi since May 25, 2023. He has been Chairman of the École Polytechnique Foundation and a member of the Board of Directors of École Polytechnique since January 2022. He has also been Senior Executive Advisor of Groupe Bruxelles Lambert (GBL) since November 1, 2023.

Mr. Frédéric Oudéa is a Knight of the Legion of Honor and an Officer of the National Order of Merit.

Mr. Frédéric Oudéa joined the Board of Directors of Capgemini SE on May 23, 2018 and was appointed a member of the Ethics & Governance Committee on the same date. He is Lead Independent Director, Vice-Chairman and Chairman of the Ethics & Governance Committee since May 20, 2021.

Mr. Frédéric Oudéa brings to the Board his experience as former head of a leading banking group with an ambitious international development plan, which is highly innovative in digital and committed to energy transition as part of a sustainable finance approach.

Principal office:

Mr. Frédéric Oudéa is Chairman of the Board of Directors of Sanofi, since May 2023.

OFFICES HELD IN 2023 OR CURRENT OFFICES AT DECEMBER 31, 2023

Director of:

―	CAPGEMINI SE ^* (since May 2018)
―	ALD ^* (until December 15, 2023)

Chairman of the Board of Directors of:

―	SANOFI ^* (since May 2023)

Non-voting member on the Board of Directors of:

―	SANOFI ^* (until May 2023)

Chief Executive Officer of:

―	SOCIÉTÉ GÉNÉRALE ^* (until May 2023)

Senior Executive Advisor of:

―	GROUPE BRUXELLES LAMBERT (GBL) ^* (Belgium) (since November 1, 2023)

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

N/A

^* Listed company.

PATRICK POUYANNÉ

Date of birth:

June 24, 1963

Nationality:

French

Business address:

TotalEnergies,

2 place Jean Millier 92400 Courbevoie

First appointment:

2017

Expiry of term of office:

2025 (Ordinary Shareholders' Meeting held to approve the 2024 financial statements)

Number of shares held at December 31, 2023:

1,000

Independent Director

Chairman of the Compensation Committee

Member of the Ethics & Governance Committee

BIOGRAPHY - PROFESSIONAL EXPERIENCE

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 and Industry from 1993 to 1995, Chief of Staff for the Minister for Information and Aerospace Technologies - François Fillon - from 1995 to 1996). In January 1997 he joined Total in Angola followed by Qatar in 1999. In August 2002, he was appointed President, Finance, Economy and IT for Exploration & Production. In January 2006, he became President, Strategy, Growth and Research and was appointed a member of the Group's Management Committee in May 2006. In March 2011, Mr. Patrick Pouyanné was appointed 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. Following the renewal of Mr. Pouyanné's term of office as director by the Shareholders' Meetings of June 1, 2018 and then May 28, 2021 for a period of three years, the Board of Directors confirmed him in his duties of Chairman of the Board and Chief Executive Officer for the same period.

On June 1, 2022, Mr. Pouyanné was appointed Chairman of the French non-profit, Entreprises pour l'Environnement (EpE). Mr. Pouyanné has also been the Chairman of the non-profit L'Alliance pour l'Éducation-United Way since June 2018. In addition, he is a member of the Board of Directors of École Polytechnique (since September 2018), Association Française des Entreprises Privées (since 2014), Institut du Monde Arabe (since 2017) and the foundation La France s'engage (since 2017).

Mr. Pouyanné is an Officer of the Legion of Honor.

Mr. Pouyanné has been a Director of Capgemini SE since May 10, 2017 and Chairman of the Compensation Committee since May 19, 2022. He has 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 facing climate change challenges and 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 the Strategy & CSR Committee.

OFFICES HELD IN 2023 OR CURRENT OFFICES AT DECEMBER 31, 2023

Director of:

―	CAPGEMINI SE ^* (since May 2017)
―	École Polytechnique (a Public scientific, cultural and professional institution under French law) (since September 2018)
―	AFEP (French Association of Large Companies) (since 2014)
―	Institut du Monde Arabe (since 2017)
―	Foundation La France s'engage (since 2017)

Chairman and Chief Executive Officer of:

- TOTALENERGIES SE ^* (since December 2015)

Chairman of:

―	Association L'Alliance pour l'Éducation-United Way (since June 2018)
―	French non-profit Entreprises pour l'Environnement (EpE) (since June 2022)

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

N/A

^* Listed company.

OLIVIER ROUSSAT

Date of birth:

October 13, 1964

Nationality:

French

Business address:

Bouygues SA, 32 avenue Hoche

75008 Paris

First appointment:

2022

Expiry of term of office:

2026 (Ordinary Shareholders' Meeting held to approve the 2025 financial statements)

Number of shares held at December 31, 2023:

500

Independent Director

Member of the Strategy & CSR Committee

BIOGRAPHY - PROFESSIONAL EXPERIENCE

Mr. Olivier Roussat is a graduate of Institut national des sciences appliquées (INSA) in Lyon.

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 and network 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 Board of Directors until February 2021. He was appointed Chairman of the Board of Directors of Colas 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.

Mr. Olivier Roussat joined the Board of Directors of Capgemini SE on May 19, 2022 and was appointed a member of the Strategy & CSR Committee on the same date.

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, Mr. Olivier Roussat brings to the Board his sector experience, particularly in the telecoms and media sector, his expertise in digital and technology transformation. as well as his understanding of climate emergency and biodiversity issues.

Principal office:

Mr. Olivier Roussat is Chief Executive Officer of Bouygues SA.

OFFICES HELD IN 2023 OR CURRENT OFFICES AT DECEMBER 31, 2023

Director of:

―	CAPGEMINI SE ^* (since May 2022)

Offices held in Bouygues Group:

Chief Executive Officer of:

―	- BOUYGUES S.A. ^* (since February 17, 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)
―	EQUANS ^* (since November 7, 2022)

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 of the Board of Directors of:

―	BOUYGUES TELECOM (from November 2018 to February 2021)
―	COLAS ^* (from October 2019 to February 2021)

^* Listed company.

KURT SIEVERS

Date of birth:

April 9, 1969

Nationality:

German

Business address:

NXP Semiconductors N.V.,

High Tech Campus, 5656 AG, Eindhoven, Pays-Bas

First appointment:

2021

Expiry of term of office:

2025 (Ordinary Shareholders' Meeting held to approve the 2024 financial statements)

Number of shares held at December 31, 2023:

1,000

Independent Director

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).

Mr. 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.

Mr. Kurt Sievers serves on the Board of the German National Electrical and Electronics Industry Association (ZVEI) and the Global Semiconductor Alliance (GSA). He also serves as Chairman of AENEAS, a European cluster for application and technology research and nano-electronics. He serves as a member of the Asia-Pacific Committee of German Business (APA) and as a member of the Board at the German Asia-Pacific Business Association (OAV), acting as the spokesperson for the Republic of Korea.

He joined the Board of Directors of Capgemini SE on May 20, 2021 and was appointed a member of the Strategy & CSR Committee and the Compensation Committee on the same date.

He brings to the Board of Directors his management experience in a leading international group in the semiconductor sector, a sector at the heart of the Intelligent Industry's development and ecological transition challenges, as well as industrial sovereignty. Mr. Sievers also brings his expertise in the automotive sector, technology and artificial intelligence, and his knowledge of North America and American Corporate Governance.

Principal office:

Mr. Kurt Sievers is President and Chief Executive Officer and Executive Director of NXP Semiconductors N.V.

OFFICES HELD IN 2023 OR CURRENT OFFICES AT DECEMBER 31, 2023

Director of:

―	CAPGEMINI SE ^* (since May 20, 2021)

President and Chief Executive Officer of:

―	NXP SEMICONDUCTORS N.V. ^* (Netherlands) (since May 27, 2020)

Member of:

―	THE BOARD OF THE GLOBAL SEMICONDUCTOR ALLIANCE (GSA) (since March 2021)
―	THE BOARD OF THE GERMAN NATIONAL ELECTRICAL AND ELECTRONICS INDUSTRY ASSOCIATION (ZVEI) (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 of:

―	ESIA (European Semiconductor Industry Association) (until December 2023)
―	THE BOARD OF AENEAS, INDUSTRY ASSOCIATION (since 2021)

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

Chief Executive Officer of:

―	NXP SEMICONDUCTORS GERMANY GMBH (until May 2020)

Chair of the Advisory Board of:

―	SALON INTERNATIONAL ELECTRONICA (until June 2021)

^* Listed company.

LUCIA SINAPI-THOMAS

Date of birth:

January 19, 1964

Nationality:

French

Business address:

Capgemini Service, 76 avenue Kléber

75016 Paris

First appointment:

2012

Expiry of term of office:

2024 (Ordinary Shareholders' Meeting held to approve the 2023 financial statements)

Number of shares held at December 31, 2023:

27,227

Director representing employee shareholders

Member of the Compensation Committee

BIOGRAPHY - PROFESSIONAL EXPERIENCE

Ms. Lucia Sinapi-Thomas 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 diploma (SFAF 1997). She started her career as a tax and business lawyer in 1986, before joining Capgemini in 1992. She has more than 30 years' experience within Capgemini group, successively as Group Tax Advisor (1992), Head of Corporate Finance, Treasury and Investors Relations (1999), then Head of Risk Management and Insurance (2005), and member of the Group Review Board. She was Deputy Chief Financial Officer from 2013 until December 31, 2015 and was appointed Executive Director Business Platforms of Capgemini group in January 2016. Ms. Lucia Sinapi-Thomas 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 the Selection & Compensation Committee.

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

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

Principal office:

Ms. Lucia Sinapi-Thomas is Executive Director of Capgemini Ventures.

OFFICES HELD IN 2023 OR CURRENT OFFICES AT DECEMBER 31, 2023

Director of:

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

Other offices held in Capgemini group:

Chief Executive Officer of:

―	CAPGEMINI VENTURES (since June 24, 2019)

Director of:

―	AZQORE (Switzerland) (since April 24, 2020)

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

Offices held in Capgemini group:

Chairman of the Supervisory Board of:

―	FCPE CAPGEMINI (until April 2022)

Member of the Supervisory Board of:

―	FCPE ESOP CAPGEMINI (until April 2022)

Chairman of:

―	CAPGEMINI EMPLOYEES WORLDWIDE S.A.S. (until June 2019)

Non-voting member

―	AZQORE (Switzerland) (until April 2020)

Director of:

―	SOGETI SVERIGE AB (Sweden) (until June 2021)
―	FIFTY FIVE GENESIS PROJECT INC. (United States) (until October 2021)
―	CAPGEMINI BUSINESS SERVICES GUATEMALA S.A. (until August 2019)
―	SOGETI SVERIGE MITT AB (Sweden) (until July 2019)
―	SOGETI NORGE A/S (Norway) (until May 2019)
―	CAPGEMINI DANMARK A/S (Denmark) (until May 2019)

^* Listed company.

2.1.6 Transactions carried out in the Company's shares

Transactions carried out in 2023 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	Transaction date	Average price (in euros)	Report reference
Paul Hermelin	Pledge of 42,070 shares	December 13, 2023	0.00	2023DD942838
Chairman of the Board of Directors	Subscription of 288.8832 "Capgemini Classic" units (reinvestment at term of the 2018 employee share ownership plan)	December 18, 2023	193.48	2023DD943603
Megan Clarken Director	Purchase of 500 shares	September 29, 2023	165.87	2023DD931063
Aiman Ezzat Chief Executive Officer	Gift of 12,000 shares	June 22, 2023	173.00	2023DD916680
	Vesting of 25,000 performance shares (Plan dated 10/07/2020)	October 7, 2023	0.00	2023DD932705
	Subscription of 133.8840 FCPE "ESOP Capgemini" units (2023 employee share ownership plan)	December 19, 2023	145.81	2023DD943761
Ulrica Fearn Director	Purchase of 500 shares	September 22, 2023	166.66	2023DD929174
Carole Ferrand Chief Financial Officer	Sale of 1,000 shares	February 27, 2023	177.58	2023DD886969
	Vesting of 8,000 performance shares (Plan dated 10/07/2020)	October 7, 2023	0.00	2023DD932594
	Sale of 17.6648 FCPE "ESOP Capgemini" units (2018 employee share ownership plan)	December 18, 2023	478.34	2023DD943609
Pierre Goulaieff Director representing employees	Sale of 9.6391 FCPE "ESOP Capgemini" units (2018 employee share ownership plan)	December 18, 2023	478.34	2023DD943625
	Subscription of 9.4900 FCPE "ESOP Capgemini" units (2023 employee share ownership plan)	December 19, 2023	145.81	2023DD943627
Hervé Jeannin Director representing employees	Sale of 8.5410 FCPE "ESOP Capgemini" units (2018 employee share ownership plan)	December 18, 2023	478.34	2023DD943605
	Subscription of 8.6444 FCPE "ESOP Capgemini" units (2023 employee share ownership plan)	December 19, 2023	145.81	2023DD943620
Lucia Sinapi-Thomas Director representing employee shareholders	Vesting of 2,500 performance shares (Plan dated 10/07/2020)	October 7, 2023	0.00	2023DD932300
	Subscription of 29.6812 FCPE "ESOP Capgemini" units (2023 employee share ownership plan)	December 19, 2023	145.81	2023DD943759

2.2 Organization and activities of the Board of Directors

BOARD OF DIRECTORS

The Board of Directors sets the strategic direction of the Company and the Capgemini Group. It appoints the executive corporate officer(s) responsible for implementing this strategy, approves the financial statements, convenes the Shareholders' Meetings and proposes the annual dividend. It takes decisions on the major issues concerning the operation and future of Capgemini, to promote sustainable value creation for its shareholders and all stakeholders.

Ethics & Governance Committee		Board of Directors	Strategy & CSR Committee
100% Attendance	100% Independence	93% Attendance	93% Attendance	60% Independence
4 Members	4 Meetings	15 Members	6 Members	5 Meetings
Compensation Committee		83% Independence ¹	Audit & Risk Committee
95% Attendance	100% Independence	8 Meetings	96% Attendance	100% Independence
5 Members	4 Meetings	2 Executive Sessions	4 Members	7 Meetings

NB: Information at December 31, 2023.

¹ The directors representing employees and employee shareholders are not taken into account in calculating the independence rate, in accordance with the provisions of the AFEP-MEDEF Code.

2.2.1 Organization of the Board of Directors

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

The role of the Board of Directors

The principal role of the Board of Directors is to determine the key strategies of the Company's business and the Group it controls and oversee their implementation. It appoints the Executive Corporate Officers responsible for implementing these strategies and sets their compensation. It approves the financial statements, convenes the Shareholders' Meetings, and proposes the dividend. It conducts or organizes the performance of controls and verifications it considers appropriate and confirms in particular the existence and efficiency 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 operation and future of Capgemini, to promote sustainable value creation for its shareholders and all stakeholders. It has, in particular, the duty to monitor and steer the Group ESG strategy, broken down into a set of priorities and ambitious medium-term objectives, ensuring ESG is fully embedded in the Group's main strategic orientations. Given Capgemini's business as a service provider, the Board pays particular attention to the management of the Group's 340,443 employees and thousands of managers across the globe.

The work of the Board of Directors and its specialized committees in 2023 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. Detailed information on the implementation of the Group's ESG policy is presented in Chapter 4 of this document.

Operating rules - Corporate Governance framework

Capgemini SE refers to the AFEP-MEDEF Corporate Governance Code for listed companies (December 2022 version), in addition to applicable legislative and regulatory provisions.

For many years, the Capgemini SE Board of Directors has applied best governance practices now aligned with the recommendations of the AFEP-MEDEF Code and strives constantly to improve its governance. Accordingly, the Board has:

―	prepared, adopted, applied and amended where useful or necessary the Board of Directors' Charter, particularly as part of a constant drive to improve the governance of the Company (see below);
―	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 (see Section 2.2.4);
―	created the role of Lead Independent Director in May 2014, with specific prerogatives and duties to contribute to the balanced governance of Capgemini where the duties of Chairman and Chief Executive Officer are grouped together or where the Chairman of the Board is not an Independent Director as defined by the AFEP-MEDEF Code (see Section 2.1.2 above);
―	adopted a system for allocating compensation to Directors, whereby the majority of such compensation is indexed to attendance at Board and Committee meetings (see Section 2.3.1);
―	periodically reviewed the personal situation of each Director in light of the definition of independence adopted by the AFEP-MEDEF Code ("a director is independent when he/she has no relationship of any sort with the Company, the Group or its Management, that is likely to impair his/her judgment") (see Section 2.1.3);
―	regularly assessed its organization and operation, either at the time of the annual internal assessment performed by the Lead Independent Director or three-yearly, through the assessment conducted by an external consultant under the responsibility of the Lead Independent Director (see Section 2.2.3);
―	assessed since 2015 the effective contribution of each Director to the activities of the Board of Directors, at the time of the annual Board assessment (see Section 2.2.3).

Compliance with the AFEP-MEDEF Code

Capgemini SE is constantly seeking to improve its governance and regularly monitors its compliance with the provisions of the AFEP-MEDEF Code.

Under the "Comply or Explain" rule provided for in Article L. 22-10-10 of the French Commercial Code and stipulated in Article 28.1 of the AFEP-MEDEF Corporate Governance Code for listed companies of December 2022, 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

It is recalled that the AFEP-MEDEF Code was amended in December 2022 with the inclusion of new recommendations strengthening the duties of the Board Directors with regard to sustainable development issues. The Company considers it already complies with these new recommendations, including the presentation of the Group's climate strategy to the Shareholders' Meeting, which was performed early at the Shareholders' Meeting of May 16, 2023.

Board Charters

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

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

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

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

The Board of Directors' Charter was updated in February 2024 to take account, in particular, of Directive 2022/2464 of December 14, 2022, the so-called Corporate Sustainability Reporting Directive, enacted into French law by Order 2023-1142 of December 6, 2023.

Organization of powers

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

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

The role of the four specialized board committees is to study and document the issues that the Board has scheduled for discussion and to present recommendations on the subjects and sectors within their remit to plenary sessions of the Board. The Committees are consultation bodies and therefore hold no decision-making powers. Their members and the Chairman are appointed by the Board of Directors and are selected exclusively from among Capgemini SE Directors. They are appointed in a personal capacity and may under no circumstances be represented at the meetings of the Committee(s) to which they belong. The Board reserves the right to amend at any time the number and/or make-up of these Committees, as well as the scope of their duties. Finally, the Charters of each of the four Committees - and any amendments thereto which the Committees may later propose - must be formally approved by the Board.

The Chairman of the Board of Directors prepares, organizes and leads its work. He sets the agenda of meetings, communicates to Directors all information necessary to carry out their duties and oversees the proper operation of the Company's bodies, the correct implementation of Board decisions and compliance with the rules of good conduct adopted by Capgemini. He chairs Shareholders' Meetings to which he reports on the organization, activities and decisions of the Board (see Section 2.1.2 for a detailed description of the role and duties of the Chairman of the Board of Directors).

In the absence of the Chairman, the Vice-Chairman chairs meetings of 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 are separated, where the Chairman of the Board of Directors is not an Independent Director as defined by the AFEP-MEDEF Code.

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

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

Director ethics

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

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

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

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

2. Each Director undertakes to hold (or to purchase within six months of his/her election) at least 500 shares of the Company. The shares acquired to fulfill this obligation must be held in registered form. This obligation does not apply to Directors representing employees and employee shareholders.

3. The Directors are required to devote the necessary time and attention to their duties. The Directors may not hold more than four other appointments in French or non-French listed companies that are not members of the Capgemini group and must comply with all applicable regulations restricting the number of directorships held by a single person. The Chief Executive Officer and any Chief Operating Officers may not hold more than two other directorships in French or non-French listed companies that are not members of the Capgemini group; they must request the opinion of the Board before accepting any new appointment in a listed company. If the Chairman is not also the Chief Executive Officer, the Board may issue specific recommendations with regard to his/her status. During the term of their office at the Company, Directors must 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 in their 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.

4. The members of the Board of Directors must attend all meetings of the Board and all meetings of the Committees of which they are members, as well as all Shareholders' Meetings. In its annual Universal Registration Document, the Company publishes Directors' individual attendance rates at meetings of the Board and the Committees of which they are members, as well as average attendance rates.

5. The Directors are obliged to keep abreast of the Company's situation and development. To this end, they may ask the Chairman to communicate on a timely basis all information that is essential to allow them to contribute effectively to the discussion of matters included on the agenda of the next Board meeting. Regarding information not available to the public that is obtained in their capacity, Directors are subject to secrecy rules extending beyond the simple requirement of discretion imposed by law.

6. In accordance with laws and regulations applicable to insider trading, as set more specifically by the French Monetary and Financial Code and the general regulations of the French Financial Markets Authority (AMF), the members of the Board of Directors shall refrain from:

―

carrying out any transactions on the securities (including derivatives) of companies about which (and in the extent to which) they have privileged information by virtue of their position as a member of the Board of Directors of the Company, and

―

carrying out any transactions, whether direct, indirect or through derivatives, involving the securities of the Company:

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

7. In conformity with the Monetary and Financial code and with the general regulations of the French Financial Markets Authority (AMF) each Director is required to notify the AMF and the Company by electronic means of all transactions carried out involving Capgemini SE securities within three business days following their execution."

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

―	ensure all Group companies comply with a certain number of rules of good behavior and primarily that of perfect integrity in the conduct of business and the management of employees;
―	implement measures stopping, fighting and sanctioning non-compliance with the core values of the Group, or prevailing laws and regulations in the relevant country;
―	provide an institutional framework for the actions, controls and dissuasive measures required to deal with the problems identified by these measures.

The report on the work of the Ethics & Governance Committee (see Section 2.2.4 below) describes in detail the actions undertaken in 2023 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 and collective) for all the measures contained therein. Implementation by the Group of its Ethics & Compliance programs in 2023 is detailed in Section 4.2.

Director training

The Board of Directors is briefed on changes in markets, the competitive environment and the main challenges facing the Company, including with respect to Corporate Social Responsibility.

Integration of new Directors

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

Ongoing training

Capgemini ensures that the Directors have sufficient understanding of the Group, its ecosystem and its challenges. The Board members therefore meet regularly with the members of the Group Executive Board during Board and Committee meetings. The Directors are also invited to the Group "Rencontres" gatherings, a recurring event bringing together, over 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 seminar and invites key managers of the Group to contribute to Board discussions. These seminars also enable Directors to constantly refine their understanding of the challenges facing the Group through themed-based presentations and site visits.

Furthermore, the Board organizes a range of specific training sessions throughout the year to help Directors increase their knowledge of the Group (through presentations of its ecosystem, challenges, businesses, offerings and certain of its regions) and its competitive environment, as well as recent market disruption trends and technological developments. In 2023, presentations were made before or during Board of Directors' meetings and at the annual strategy seminar. These primarily focused on the latest technology trends (generative artificial intelligence, quantum and new technologies in financial services), challenges in attracting and retaining talent, cybersecurity and the Group's competitive environment. There were also more operations-based presentations, focusing on Group strategy in the Consumer Goods sector, the "Cloud Infrastructure Services" business line, the Group's portfolio of offerings, Group offerings in sustainable development and intelligent industry, as well as the Group's activities in the United States.

An in-depth presentation of the Group's climate strategy and net zero program was also made to members of the Board of Directors in 2023, in addition to the annual meeting focusing on the roll-out of the Group's CSR strategy.

In addition, the Directors representing employees or employee shareholders, and the Executive Corporate Officers, attend mandatory Group training sessions covering, in particular, anti-corruption measures, ethics, cybersecurity, anti-trust laws, intellectual property, data protection and sustainable development. The independent Directors indicated that they had attended training sessions as part of their other executive duties and, in particular, sessions on anti-corruption measures, ethics and sustainable development.

Finally, the Directors who so request and Directors representing employees regularly receive special external training, enabling them to obtain and perfect the knowledge and techniques necessary to the exercise of their duties.

2.2.2 Activities of the Board of Directors in 2023

Board of Directors' meetings

Number of meetings and attendance rate

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

In 2023, the Board met 8 times during the year (including by video conferencing and conference call), five times during the first-half and three times during the second-half.

The Board meeting focusing primarily on the Group's strategy was held on June 14 and 15, 2023 in the form of a seminar.

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. In addition to reviewing the compensation and performance of the Chief Executive Officer during the past year, these executive sessions also focused on governance issues, on the internal assessment of the Board and on the strategic priorities to be implemented in the context of setting the compensation objectives of the Chief Executive Officer for the coming year.

The average attendance rate at Board meetings was 93%, demonstrating the involvement and availability of the Directors throughout the year for issues of particular importance to the Group. The following table presents individual attendance rates at meetings of the Board of Directors and the specialized board committees on which the Directors sit.

Number of meetings of the Board of Directors and its specialized committees in 2023 and attendance rates

	Board of Directors	Ethics & Governance Committee	Strategy & CSR Committee	Audit & Risk Committee	Compensation Committee
Total number of meetings	8	4	5	7	4
Average attendance rate	93%	100%	93%	96%	95%

Individual Director attendance rates

	Board of Directors		Ethics & Governance Committee		Strategy & CSR Committee
Name	No. of meetings	%	No. of meetings	%	No. of meetings	%
Paul Hermelin	8	100%	-	-	5	100%
Aiman Ezzat	8	100%	-	-	5	100%
Xiaoqun Clever ⁽¹⁾	3/3	100%	-	-	-	-
Megan Clarken ⁽²⁾	3/5	60%	-	-	1/2	50%
Ulrica Fearn ⁽³⁾	3/5	60%	-	-	-	-
Maria Ferraro	8	100%	-	-	-	-
Pierre Goulaieff	8	100%	-	-	-	-
Siân Herbert-Jones	8	100%	4	100%	-	-
Hervé Jeannin	8	100%	-	-	5	100%
Belen Moscoso del Prado	7	88%	-	-	-	-
Xavier Musca	8	100%	4	100%	-	-
Frédéric Oudéa	8	100%	4	100%	-	-
Patrick Pouyanné	8	100%	4	100%	-	-
Olivier Roussat	7	88%	-	-	5	100%
Tanja Rueckert ⁽⁴⁾	2/3	67%	-	-	3/3	100%
Kurt Sievers	6	75%	-	-	4	80%
Lucia Sinapi-Thomas	8	100%	-	-	-	-

	Audit & Risk Committee		Compensation Committee
Name	No. of meetings	%	No. of meetings	%
Paul Hermelin	-	-	-	-
Aiman Ezzat	-	-	-	-
Xiaoqun Clever ⁽¹⁾	3/3	100%	-	-
Megan Clarken ⁽²⁾	-	-	-	-
Ulrica Fearn ⁽³⁾	4/4	100%	-	-
Maria Ferraro	6	86%	-	-
Pierre Goulaieff	-	-	4	100%
Siân Herbert-Jones	7	100%	-	-
Hervé Jeannin	-	-	-	-
Belen Moscoso del Prado	-	-	4	100%
Xavier Musca	7	100%	-	-
Frédéric Oudéa	-	-	-	-
Patrick Pouyanné	-	-	4	100%
Olivier Roussat	-	-	-	-
Tanja Rueckert ⁽⁴⁾	-	-	-	-
Kurt Sievers	-	-	3	75%
Lucia Sinapi-Thomas	-	-	4	100%

⁽¹⁾ The term of office as Director of Ms. Xiaoqun Clever expired at the Shareholders' Meeting of May 16, 2023 and was not renewed.
⁽²⁾ Ms. Megan Clarken was appointed a Director at the Shareholders' Meeting of May 16, 2023 and a member of the Strategy & CSR Committee at that same date.
⁽³⁾ Ms. Ulrica Fearn was appointed a Director at the Shareholders' Meeting of May 16, 2023 and a member of the Audit & Risk Committee at the same date.
⁽⁴⁾ Ms. Tanja Rueckert, further to a change in her responsibilities within Bosch, decided to stand down from the Board of Directors, effective following the end of the Shareholders' Meeting of May 16, 2023.

Organization and preparation

The Notice of meeting, sent to Directors two weeks before the meeting date, contains the agenda set after the Chairman of the Board of Directors has consulted with the Lead Independent Director and any Directors who proposed specific points to be discussed by the Board.

In accordance with the Board of Directors' Charter, preparatory documentation is sent to Directors in the week before the meeting.

In addition, important press releases (signature of major contracts, alliances, etc.) issued by the Company together with financial analysts' studies of Capgemini or the sector are regularly brought to the attention of Directors.

Documents relating to the Board of Directors as well as the above-mentioned information are communicated by a secure platform accessible solely by Board members using an individual password. This platform is hosted on a server located in France. In 2015, this platform, which is used for Board of Directors' and Committee meetings, was reviewed and modernized in response to wishes expressed by Directors, to make it more mobile, accessible from any location and even more secure.

Activities of the Board in 2023

The agenda of Board of Directors' meetings is defined not only to provide Directors with an overview of the Group's position, but also with regard to Group governance principles, which, pursuant to prevailing texts and to the Board of Directors' Charter, presuppose that Board members will make decisions on specific topics.

Group strategy and organization, CSR

―	Review of indicators monitoring the Group's medium-term strategic direction
―	External growth opportunities and analysis thereof
―	Review of the main changes in markets, technology and the competitive environment
―	Intelligent Industry strategy and sustainable development and generative artificial intelligence offering strategy
―	Monitoring of the roll-out of the Group's CSR strategy, including the climate strategy

Governance

―	Changes in the composition of the Board and its Committees
―	Preparation of the Shareholders' Meeting
―	Internal assessment of the Board
―	Monitoring of dialogue with shareholders and proxy advisors
―	Review of the Executive Corporate Officer succession process and the emergency succession process

Finance

―	Budget
―	Medium-term financial ambitions
―	Share buyback program
―	Financial communication

Group Performance

―	Group performance and activities
―	Monitoring the "New Normal"
―	Monitoring customer satisfaction

Audit & Risk

―	2022 Company financial statements
―	2022 consolidated financial statements and 2023 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

Talent management, diversity and compensation

―	Monitoring of Group talent management
―	Diversity policy for management bodies
―	Monitoring of the Group executive succession process excluding the Chief Executive Officer and preparation of potential executives
―	Compensation of Executive Corporate Officers, equity ratio
―	Performance share and free share grants
―	New employee share ownership plan

In addition, the Board held two executive sessions in 2023 chaired by the Lead Independent Director and attended by all the Directors except for the Chief Executive Officer. In addition to reviewing the compensation and performance of the Chief Executive Officer during the past year, these executive sessions also focused on governance issues, on the internal assessment of the Board and on the strategic priorities to be implemented in the context of setting the compensation objectives of the Chief Executive Officer for the coming year.

Report on the Lead Independent Director's activities in 2023

Mr. Frédéric Oudéa was appointed as Lead Independent Director May 19, 2022, he was renewed as Lead Independent Director and and Chairman of the Ethics & Governance Committee at the end Chairman of the Ethics & Governance Committee at the end of of the Shareholders' Meeting of May 20, 2021. Given the renewal this Meeting. of his term of office as Director at the Shareholders' Meeting of

The duties of the Lead Independent Director in 2023 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 Chairman of the Board of Directors on the agendas of all Board meetings.
Internal assessment of the Board of Directors and its specialized committees	Conduct, at the end of 2023 and the beginning of 2024, of an internal assessment of the Board and its specialized committees for 2023 with the aid of 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 structures with which Directors are related and of any directorship proposals received by Directors, in order to avoid any potential situations of conflict of interest.
	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 16, 2023 which appointed two new Directors.
	Launch of discussions on the composition of the Board in preparation of the Shareholders' Meeting of May 16, 2024.
Communication with shareholders	Meetings held jointly with the Chairman of the Board of Directors, with several institutional investors to present Capgemini's governance principles, compensation policies, or the ESG policy as part of the Company's dialogue with its shareholders; reporting on these discussions to the Ethics & Governance Committee, whose members include the Chairman of the Compensation Committee, and to the Board of Directors.
Chair of two executive sessions (meetings held without the presence of the Chief Executive Officer)	Chair of two executive sessions of the Board in 2023 which focused on assessing the performance of the Executive Corporate Officer in 2023 and the strategic priorities to be implemented in the context of setting the variable compensation objectives of the Executive Corporate Officer, the internal assessment of the Board and governance.

In addition, Mr. Oudéa, as Lead Independent Director, reported to shareholders of the Company on his activities and on the activities of the Board and its specialized committees in 2022 at the Shareholders' Meeting of May 16, 2023, in accordance with the Board 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 capital increases and detailing utilizations of these delegations in 2023, is presented in Section 6.1.2 of this Universal Registration Document.

2.2.3 Assessment of the Board of Directors

2022 external assessment: conclusions and actions implemented in 2023

In accordance with the three-year frequency recommended by the AFEP-MEDEF Code, a formal assessment of the activities of the Board of Directors and its specialized committees was performed at the end of 2022 with the assistance of an external service provider and under the responsibility of the Lead Independent Director, who guaranteed the confidentiality of opinions expressed, the impartiality of analyses and the consultant's ability to freely express his recommendations. The review assessed changes in the activities of the Board since the last external assessment in 2019.

To ensure independence and avoid any conflict of interest, it was decided to appoint a firm that was not otherwise involved in the recruitment of Directors for the Group. The assessment was therefore conducted by Mr. Jean-Philippe Saint-Geours, a partner with the firm Leaders Trust International, which has conducted the three-year assessments since 2008, helping to put in context any recent changes or changes still required and facilitating open dialogue with members of the Board of Directors and management.

Following this assessment, which was presented in detail in the Company's 2022 Universal Registration Document, the measures below were implemented in 2023 for the three priorities approved by the Board of Directors:

2023 Priorities	Actions implemented
Oversight of strategic objectives
- Continued increased involvement of the Board in the definition and oversight of strategic priorities, primarily by implementing monitoring indicators	- The strategic seminar, held on June 14 and 15, 2023, offered the occasion to present and discuss current strategic projects and review the indicators monitoring the Group's medium-term strategic direction approved by the Board of Directors in December 2022. Several presentations were also performed throughout 2023 to enable Directors to monitor the implementation of medium-term strategic priorities.
Talent management
- Continued oversight of the development and retention of Group talent	- A presentation of the actions implemented to attract and retain talent was communicated to Directors in the context of the strategic seminar of June 14 and 15, 2023 enabling a constructive question and answer session with Directors. In addition, the Board performed an annual review of talent management and the diversity policy for management bodies.
Sustainable Development
- Greater oversight of the Group's sustainability offering strategy with clients; continued oversight of the Group's CSR strategy and particularly the climate strategy	- A detailed presentation of the Group's sustainability offering was made to the strategic seminar of June 14 and 15, 2023, focusing on the services proposed to Group clients to accompany them in their decarbonation approach.
	In addition, in May 2023, the Directors attended a training session on the Group's climate strategy and the net zero program, in addition to the annual meeting focusing on the roll-out of the Group's CSR strategy.

2023 internal assessment: conclusions and priorities for 2024

The Lead Independent Director's internal assessment of performance in 2023 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 2023. 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 2023 following the 2022 external assessment.

The Lead Independent Director met individually with each member of the Board of Directors, with the guarantee of complete anonymity, to discuss the comments raised in the questionnaire and the effective contribution of each director to the Board's activities. The Lead Independent Director provided individual feedback on these assessments of the effective contribution of each Director.

During this assessment, the Directors considered the composition of the Board of Directors to be balanced with regard to the Group's challenges and the objectives set by the Board for the period 2022-2026.

The Directors expressed their satisfaction with the activities of the Board and its committees and particularly the adoption of English as the working language of the Board, the quality of the documents communicated upstream of meetings and the level of information provided on strategy, performance monitoring and the Group's competition drivers. The assessment also confirmed the highly collective approach to the Board's work and the openness which characterizes its discussions.

The organization of ongoing training courses was appreciated, as was the focus during Board meetings on generative artificial intelligence and the Group's sustainability offering. Finally, the increased number of executive sessions outside Board meetings was welcomed.

Certain areas for improvement were identified, particularly concerning the oversight of acquisitions and their integration during Board meetings in addition to the oversight performed by the Strategy & CSR Committee. The Board also wished to continue its increased oversight of the Group's medium-term strategic priorities and of Talent management and succession plans.

Following this assessment, the Board of Directors set the following priorities for 2024:

―	Oversight of medium-term strategic direction

Continued increased involvement of the Board in the definition and oversight of strategic priorities, both during the annual strategic seminar and at Board meetings.

―	Oversight of acquisitions

More in-depth oversight of acquisitions and their integration at Board level, in addition to the work performed by the Strategy & CSR Committee.

―	Talent management

Even greater involvement of the Ethics & Governance Committee and the Board of Directors in talent management and succession plan issues. Continuation of meetings with Group operating managers during Board meetings or training sessions.

2.2.4 Role and composition of the four specialized board committees

The Audit & Risk Committee

7 Meetings

96% Attendance

4 Members

3 Women

100% Independence

N.B. All figures are up to date at December 31, 2023.

Composition at December 31, 2023

Members	Attendance rate
Xavier Musca (Chairman) ⁽¹⁾	100%
Ulrica Fearn ^{(1) (2)}	100%
Maria Ferraro ⁽¹⁾	86%
Siân Herbert-Jones ⁽¹⁾	100%

⁽¹⁾ Independent.
⁽²⁾ Ms. Ulrica Fearn was appointed a member of the Audit & Risk Committee following her appointment as a Director by the Shareholders' Meeting of May 16, 2023.

Committee duties

The duties of the Audit Committee were changed on December 7, 2016 to strengthen the monitoring of risk management and include the impacts of the European statutory audit reform. The Committee name was also changed to the Audit & Risk Committee.

These changes in the Committee's duties followed concerns expressed by Directors to improve risk monitoring by associating the Board of Directors and the Audit Committee.

In accordance with Article L. 823-19 of the French Commercial Code, the French Financial Markets Authority (AMF) recommendation of July 22, 2010 and best market practice, the duties of the Audit & Risk Committee in 2023 fell into three categories.

Firstly, the Audit & Risk Committee monitors issues concerning the preparation and control of financial and accounting information. It monitors the financial information preparation process and, where applicable, suggests recommendations to guarantee its integrity. It examines the draft annual and half-year consolidated financial statements of the Group, the annual accounts of Capgemini SE and the management presentation of the main accounting options adopted and the Company's material off-balance sheet commitments.

Following the amendment of its Charter in March 2019, it ensures that there is a rigorous process for preparing the Group's non-financial information and reviews the draft statement on non-financial performance.

Secondly, the Audit & Risk Committee ensures the existence and efficiency of internal control systems, internal audit and the management of major risks to which the Group is exposed in the course of its business (such as financial, legal, operating, employee and environmental risks and the resulting measures implemented). Following the strengthening of these risk monitoring duties, the Committee must notably review the major risks to which the Group may be exposed at least once annually, in particular through a review of the risk mapping prepared and updated by the Group Management Risk Committee.

Finally, the Committee is responsible for monitoring the statutory audit of the annual and half-year consolidated financial statements of the Group and the annual accounts of the Company, ensuring the independence of the Statutory auditors and generally monitoring the conduct of their engagements.

Where it considers it useful or necessary, the Audit & Risk Committee may be assisted by experts appointed for this purpose.

During its meeting of February 13, 2024, the Board of Directors appointed the Audit & Risk Committee as the specialized Board Committee responsible for duties relating to sustainability reporting, following the enactment into French law of Directive 2022/2464 of December 14, 2022, known as the Corporate Sustainability Reporting Directive. These duties apply from January 1, 2024.

Composition and participation

At December 31, 2023, the Committee has four Directors, all of whom are independent: Mr. Xavier Musca (Chairman), Ms. Ulrica Fearn, Ms. Maria Ferraro and Ms. Siân Herbert-Jones.

Ms. Xiaoqun Clever was a member of the Committee until May 16, 2023. She attended all Committee meetings during the period January 1 to May 16, 2023.

Through their professional careers, Audit & Risk Committee members have amassed the necessary accounting and financial expertise to perform their duties. Mr. Xavier Musca acquired considerable expertise in the French and international financial and banking sectors throughout his career in the French civil service, ministerial offices and the private sector. Ms. Siân Herbert-Jones was Chief Financial Officer of Sodexo from 2001 to 2016. Ms. Maria Ferraro's career as Chief Financial Officer in international groups across a range of sectors, including the Intelligent Industry sector, allows her to contribute financial expertise combined with business knowledge. Ms. Ulrica Fearn has acquired throughout her career strong financial expertise as Chief Financial Officer of leading global companies in the energy, telecommunications and Consumer Goods & Retail sectors, all of which are industries leveraging technology as part of their sustainable transformation journey.

The Committee met seven times in 2023, with an average attendance rate of 96%.

Committee activities in 2023

The Committee reviewed the annual accounts of Capgemini SE and the consolidated financial statements of the Group for the year ended December 31, 2022, the condensed interim consolidated financial statements for the half-year ended June 30, 2023 and the 2023 budget.

With regard to the 2022 consolidated financial statements, the Committee monitored the valuation of goodwill, the provision for pensions and other post-employment benefits, the analysis of other operating income and expenses, the application of IFRIC (IFRS Interpretation Committee) interpretations, particularly on SaaS-type contracts, the adoption of the ESEF electronic reporting format, the change in tax rates and the application of IFRS 2.

The Statutory auditors reported to the Committee on the quality of the accounting monitoring of projects and the good control and anticipation of the accounts closing process.

As part of its risk management oversight activities, the Committee took due note of the annual risk mapping update based on interviews conducted with around fifty Group managers as well as employees treating specific risk issues. This work again confirmed fourteen critical risks for which action plans have been drawn up, monitored by the risk owners and reviewed by the Group Management Risk Committee. The owners of some critical risks (cyber risks; market slow-down; country risk/political violence and natural disasters; risks related to personal safety and security; non-compliance with laws and/or adverse changes in regulations) presented a report to the Audit & Risk Committee on the management of these risks.

The Audit & Risk Committee also interviewed:

―	the Internal Audit Director, questioning him on working methods, planning, areas of intervention, resources, the conclusions of audits carried out during the year and the follow-up of recommendations;
―	the Delivery Director (Production/Methods and Support), questioning him in particular on the impact on the operating accounts of major contracts that are separately monitored and on the leading trends and causes underlying project deviations;
―	the Director in charge of pre-sales risk management, questioning him on the activities of the Group Review Board during the period and the terms and conditions of major commercial proposals;
―	the Manager in charge of implementing the European Taxonomy regulation, who was questioned on the approach adopted and initial results.

The Committee reviewed the draft non-financial performance statement and met with representatives of the independent third party responsible for issuing a report on this statement. It reviewed the methodology adopted for implementing the Taxonomy regulation and the methodology underlying the non-financial performance statement. The Committee also interviewed the Manager in charge of implementing the CSRD Directive in sustainability reports to understand the approach adopted by the Group.

As each year, the Committee planned to interview the Tax Director on major upcoming changes in the environment where the Group operates and on the tax policy.

The Committee met with the Statutory auditors and the Independent Third Party during a meeting held without the presence of executives, focusing on the audit approach, key audit matters, the audit scope, its planning, materiality thresholds and the internal control review, as well the audit approach for the non-financial performance statement.

The Committee also review a specific presentation on managing provisions for pensions and other post-employment benefits.

Finally, the Committee took note of the non-audit services approved during the fiscal year and performed by the external auditors.

The Compensation Committee

4 Meetings

95% Attendance

5 Members

2 Women

100% ⁽¹⁾ Independence

N.B. All figures are up to date at December 31, 2023.

⁽¹⁾ The Directors representing employees and employee shareholders are not taken into account in calculating the independence rate, in accordance with the provisions of the AFEP-MEDEF Code.

Composition at December 31, 2023

Members	Attendance rate
Patrick Pouyanné (Chairman) ⁽¹⁾	100%
Pierre Goulaieff	100%
Belen Moscoso del Prado ⁽¹⁾	100%
Kurt Sievers ⁽¹⁾	75%
Lucia Sinapi-Thomas	100%

⁽¹⁾ Independent.

Committee duties

On October 8, 2014, the Selection & Compensation Committee changed its name to the "Compensation Committee" and now concentrates exclusively on setting the compensation of Executive Corporate Officers and defining compensation policies for Group executives. The Committee has several duties set out in its Charter.

Firstly, it must present proposals to the Board of Directors on the fixed and variable compensation of Executive Corporate Officers and, with regards to the variable portion, and where appropriate, propose a detailed list of individual objectives (quantitative and qualitative), enabling an assessment of performance and the calculation of the variable compensation component(s). The Committee reviews the information presented to shareholders for the vote on Executive Corporate Officer compensation (so-called "Say on Pay") and is consulted on financial terms and conditions in the event of the appointment or departure of an Executive Corporate Officer. It also reviews the information presented to shareholders for the vote on Director compensation and proposes allocation rules and a total compensation amount to the Board of Directors.

The Compensation Committee must be informed of the compensation policies adopted by Capgemini group companies in the management of senior executive careers and the application of these policies with respect to the Group's medium and long-term strategy presented to the Board of Directors. The Committee must also be informed annually by Group Management of the (fixed and variable) compensation of Executive Committee members.

Following the amendment of its Charter in March 2019, the Committee ensures that Group Management implements a diversity policy and objectives for management bodies. To this end, the work of the Strategy & CSR Committee is invaluable.

Finally, the Committee reviews the various schemes enabling senior executives to better share in the Group's profits (long-term incentive instruments and particularly performance share grants, Group savings schemes, etc.) and proposes to the Board of Directors the incentive instruments it considers appropriate and capable of being implemented in all (or certain) Capgemini group companies.

Composition and participation

At December 31, 2023, 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):

Mr. Patrick Pouyanné (Chairman), Mr. Pierre Goulaieff (Director representing employees), Ms. Belen Moscoso del Prado, Mr. Kurt Sievers and Ms. Lucia Sinapi-Thomas (Director representing employee shareholders).

This Committee met four times in 2023, with an average attendance rate of 95%.

Committee activities in 2023

In accordance with the Committee's remit, it ensured throughout 2023 the consistency of the Group's senior executive compensation policy. Its Chairman regularly reported on the Committee's work and presented recommendations to the Board of Directors concerning the following areas:

―	the consistency of the general compensation policy of the Group and its subsidiaries;
―	the compensation of the Chairman of the Board of Directors;
―	the compensation of the Executive Corporate Officer and a review of the compensation of members of the Executive Committee. These recommendations focused at the beginning of the year on:
―	an appraisal of the individual performance of the Executive Corporate Officer compared with the objectives set at the beginning of the previous year,
―	the calculation of the variable component of this compensation paid after the Shareholders' Meeting vote for the Executive Corporate Officer,
―	determination of the fixed compensation and theoretical variable component for the following year and any change in the structure of the Executive Corporate Officer's compensation with a view to the renewal of his term of office,
―	selecting and setting objectives to be used for the current year as a basis for defining the calculation of the actual variable component due.

The Committee reviewed the principle and means of granting shares subject to performance and/or presence conditions and ensured the consistency of performance conditions tied to financial indicators, as well as non-financial indicators in line with the Company's Corporate Social Responsibility policy. It also studied the principle and means of granting shares subject to performance and/or presence conditions to certain managers proposed to the Board of Directors for agreement on November 6, 2023, as well as the specific grant to employees of recently acquired companies.

The Committee also monitored the Group employee share ownership plans and was regularly advised of the potential impact of regulatory changes on Executive Corporate Officer compensation packages.

Finally, the Committee monitored the diversity policy and objectives of the Group's management bodies.

The Ethics & Governance Committee

4 Meetings

100% Attendance

4 Members

1 Women

100% Independence

N.B. All figures are up to date at December 31, 2023.

Composition at December 31, 2023

Members	Attendance rate
Frédéric Oudéa (Chairman) ⁽¹⁾	100%
Siân Herbert-Jones ⁽¹⁾	100%
Xavier Musca ⁽¹⁾	100%
Patrick Pouyanné ⁽¹⁾	100%

⁽¹⁾ Independent.

Committee duties

Since October 8, 2014, the roles of the Ethics & Governance Committee now include not only Executive Corporate Officer selection and succession plans and the proposal of new Directors to ensure the balanced composition of the Board but also Group senior executive selection and succession plans.

The main remit of this Committee (created in July 2006 by decision of the Board) is to verify that the Group's seven core values (Honesty, Boldness, Trust, Freedom, Team Spirit, Modesty and Fun) are correctly applied and adhered to, defended and promoted by the Group's corporate officers, senior management and employees in all of its businesses and in all subsidiaries under its control, in all internal and external communications - including advertising - and in all other acts undertaken in the Group's name.

It is also tasked more generally with overseeing the application of best Corporate Governance practice within Capgemini SE and its subsidiaries. The Ethics & Governance Committee is responsible for all matters relating to the selection, appraisal and annual independence review of the Company's Directors. It draws the attention of the Chairman 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 the implementation of a corruption and influence peddling prevention and detection system and oversees Group compliance with rules and conventions on human rights and fundamental freedoms in the exercise of its activities. It must be ready to implement the measures necessary should the need to replace the Chief Executive Officer suddenly arise. It must handle and propose to the Board any changes it considers appropriate or relevant to the Board's 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.

Composition and participation

At December 31, 2023, the Committee has four Directors, all of whom are independent: Mr. Frédéric Oudéa (Chairman), Ms. Siân Herbert-Jones, Mr. Xavier Musca and Mr. Patrick Pouyanné.

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 four times in 2023, with an average attendance rate of 100%.

Committee activities in 2023

The activities of the Ethics & Governance Committee focused on the following issues in 2023:

Governance

The Ethics & Governance Committee:

―	in preparing the Shareholders' Meeting of May 16, 2023, recommended the candidacy of Ms. Megan Clarken and Ms. Ulrica Fearn to the Board of Directors;
―	proposed the appointment by the Board of Directors, at the end of the Shareholders' Meeting of May 16, 2023, of Ms. Megan Clarken as a member of the Strategy & CSR Committee (to replace Ms. Tanja Rueckert) and Ms. Ulrica Fearn as a member of the Audit & Risk Committee (to replace Ms. Xiaoqun Clever);
―	was briefed on the implementation of the internal charter on regulated agreements and the classification of ordinary agreements performed at arm's length and conducted a preliminary review of the agreement classification procedure as part of the annual review of classification criteria by the Board of Directors;
―	was briefed on the process implemented by Group Management for the succession of Executive Corporate Officers and reviewed the emergency succession plan for Executive Corporate Officers drafted in March 2021;
―	reviewed the procedures implemented by Group Management to manage succession plans for Executive Management (Group Executive Board and Group 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;
―	monitored the dialogue between the Company and its shareholders and proxy advisors in preparation of the 2023 Shareholders' Meeting and prepared the governance issues presented to the Board and then to the Shareholders' Meeting of May 16, 2023;
―	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 the specialized board committees, for proposal to the Board of Directors;
―	under the responsibility of its Chairman, the Lead Independent Director, was briefed on the internal assessment of the composition and activities of the Board and its specialized committees performed at the end of 2023 in respect of 2023, for proposal to the Board of Directors;
―	deliberated the Board of Directors' diversity policy and its implementation during 2023, for proposal to the Board of Directors;
―	deliberated the independence of Directors and the absence of conflicts of interest in preparation of the 2022 Universal Registration Document, for proposal to the Board of Directors;
―	was briefed on the conclusions and observations of the High Committee for Corporate Governance (Haut Comité du Gouvernement d'Entreprise) and the French Financial Markets Authority (AMF) in their respective annual reports on Corporate Governance;
―	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 for the period 2024-2026.

Ethics & Compliance

The Committee also interviewed the Ethics Director who submitted a report to the Committee presenting a strengthened governance structure through the creation of a Group Ethics Committee, its guidelines and related annual training sessions, alerts reported during 2023 to the SpeakUp ethics helpline, situations of conflict of interest self-reported via Declare, the Group's conflict-of-interest management tool, a summary of feedback from the monthly survey on the ethics culture in the Company (Ethics Pulse), to which over 240,000 Group employees across 45 countries responded in 2023, progress with human rights actions and internal and external communication initiatives throughout the year. This report highlighted that Capgemini was recognized as "One of the World's Most Ethical Companies ^® " for the eleventh year in a row by the American Institute, Ethisphere. The report also presented the main ethics and Human Rights actions scheduled for 2024.

In addition, the Ethics & Governance Committee was informed by the Compliance Officer of measures taken in 2023 under the anti-corruption program deployed by the Group, as well as the conclusions of internal controls performed in 2023 on the correct application of this program, the training situation and the priorities for 2024. The Committee was also informed of the main actions implemented under the duty of care plan and the priorities for 2024 and reviewed the environmental risks mapping, in line with health and safety and human rights issues identified in the Group procurement chain.

Finally, the Internal Audit Director presented to the Committee the internal audit conclusions on the good understanding and application of Group anti-corruption and ethics programs.

The Strategy & CSR Committee

5 Meetings

93% Attendance

6 Members

1 Women

60% ⁽¹⁾ Independence

N.B. All figures are up to date at December 31, 2023.

⁽¹⁾ The Directors representing employees and employee shareholders are not taken into account in calculating the independence rate, in accordance with the provisions of the AFEP-MEDEF Code.

Composition at December 31, 2023

Members	Attendance rate
Paul Hermelin (Chairman)	100%
Megan Clarken ^{(1) (2)}	50%
Aiman Ezzat	100%
Hervé Jeannin	100%
Olivier Roussat ^{(1) (2)}	100%
Kurt Sievers ⁽¹⁾	80%

⁽¹⁾ Independent.
⁽²⁾ Ms. Megan Clarken was appointed a member of the Strategy & CSR Committee following her appointment as a Director by the Shareholders' Meeting of May 16, 2023 to replace Ms. Tanja Rueckert.

Committee duties

At the end of 2018, the Board of Directors entrusted the Strategy & Investment Committee, subsequently renamed the Strategy & CSR Committee, with a specific duty relating to the monitoring of the Group's Corporate Social Responsibility (CSR) strategy, ensuring consistency in the consideration of social and environmental aspects in the Group's main strategic orientations.

The role of this Committee is to:

―	study in-depth the strategic options open to the Group to ensure its continued growth, improve its profitability and maintain its independence to enrich Board discussions;
―	study the Group's mid- and long-term strategic focus, considering the social and environmental issues associated with its activities and major technological and competitive trends and developments;
―	determine the amount of investment required to implement each of these possible strategies;
―	monitor material investments, alliances and divestments;
―	examine the Group's Corporate Social Responsibility (CSR) strategy, monitor annually the results of this strategy and issue any opinions or recommendations.

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

Composition and participation

At December 31, 2023, the Committee has six Directors, three of whom are independent:

Mr. Paul Hermelin (Chairman), Ms. Megan Clarken (Independent Director), Mr. Aiman Ezzat (Chief Executive Officer), Mr. Hervé Jeannin (Director representing employees), Mr. Olivier Roussat (Independent Director) and Mr. Kurt Sievers (Independent Director).

Ms. Tanja Rueckert was a member of the Committee until May 16, 2023. She attended all Committee meetings during the period January 1 to May 16, 2023.

This Committee met five times in 2023, with an average attendance rate of 93%.

Committee activities in 2023

To prepare the Board of Directors' decisions, the Committee:

―	maintained an ongoing dialogue with the Chief Executive Officer on acquisition opportunities exceeding the delegation granted to him, to prepare the Board deliberations;
―	analyzed the position of several major markets to consider possible acquisitions;
―	reviewed the approach to integrating acquisitions and studied progress with the integration of recent acquisitions and particularly their oversight and value creation;
―	discussed with the Chief Executive Officer the preparation of the Board of Directors' strategy seminar in June 2023 and issued recommendations aimed at proposing an agenda covering the impact of geopolitical developments and the position in the American market and focusing on emerging technologies and the skills shortage;
―	discussed other major strategic files with Group Management and particularly the Group's role in contributing to the development of a "Cloud de Confiance";
―	analyzed the offering portfolio, the partnership strategy and the competitive environment based on presentations by the Chief Executive Officer;
―	reviewed and suggested clarification on the range of indicators proposed and intended to measure the Group's progress on strategic priorities;
―	established with the Chief Executive Officer a plan and schedule for issues to be discussed by the Committee, following the performance assessment of the Board of Directors in 2022, which highlighted the need for greater visibility on the Committee's work agenda;
―	reviewed, as part of its oversight role for corporate social and environmental responsibility (CSR) actions, the Group's CSR strategy, founded on three pillars, diversity and inclusion, digital inclusion and environmental sustainability and reported to the Board;
―	analyzed, in particular, the announced carbon reduction strategy to achieve carbon neutrality, with 2025, 2030 and 2040 targets, and the various CSR objectives (reducing carbon emissions and supporting digital inclusion) proposed for members of the Executive Committee and the Chief Executive Officer. These objectives were submitted to and approved by the Board when setting the Chief Executive Officer's compensation.

Where authority was delegated to the Chief Executive Officer, the Committee was informed throughout the year of acquisitions in progress and verified the consistency of these acquisitions with the priorities defined by the Board of Directors.

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

(in euros)	Amounts granted in respect of 2022	Amounts granted in respect of 2023	Gross amount paid in 2022	Gross amount paid in 2023
Megan Clarken ^**	n/a	41,500	n/a	13,750
Xiaoqun Clever ^**	86,750	35,375	85,050	74,075
Laurence Dors	41,092	n/a	89,592	n/a
Aiman Ezzat	(waiver)	(waiver)	(waiver)	(waiver)
Ulrica Fearn ^**	n/a	48,500	n/a	5,750
Maria Ferraro ^**	47,000	86,700	17,300	85,650
Pierre Goulaieff ^**	51,425	72,500	24,475	68,700
Siân Herbert-Jones	72,050	93,500	67,850	88,950
Paul Hermelin ^***	179,767	324,000	27,567	319,700
Hervé Jeannin ^*	61,050	75,500	62,600	71,700
Kevin Masters	n/a	n/a	31,000	n/a
Belen Moscoso del Prado	58,300	67,000	62,350	63,200
Xavier Musca	97,300	112,500	96,850	108,200
Frédéric Oudéa	97,300	110,500	96,850	107,200
Patrick Pouyanné	82,883	102,500	75,433	97,700
Olivier Roussat	38,500	70,000	11,550	71,700
Tanja Rueckert ^**	73,050	26,875	71,600	56,825
Kurt Sievers ^**	79,900	79,500	81,850	85,300
Lucia Sinapi-Thomas	58,300	72,500	59,850	68,700
TOTAL	1,124,667	1,418,950	961,767	1,387,100

^* Compensation of this beneficiary for his duties as Director is paid to his 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.
^*** Directors' compensation paid from June 2022 following the approval by the Shareholders' Meeting of May 19, 2022 of the new compensation policy (compensation waived for the prior period).

The non-executive Directors did not receive any compensation other than the above compensation, with the exception of the Directors representing either employee shareholders (Ms. Lucia Sinapi-Thomas) or Group employees (Messrs. Pierre Goulaieff and Hervé Jeannin), 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 2023 or granted in respect of fiscal year 2023 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

Since May 20, 2020, the Group governance structure comprises 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 non-Executive Corporate Officers were presented to the May 2023 Shareholders' Meeting for vote, given the differences in the nature of the offices. Compensation components paid or granted in respect of 2023 were defined based on these policies approved by the Shareholders' Meeting of May 16, 2023 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 as applied since June 1, 2022.

For 2024, given the separation of the duties of Chairman of the Board (non-Executive Corporate Officer) and Chief Executive Officer (Executive Corporate Officer), the executive and non-Executive Corporate Officer compensation policy, in addition to the Directors' compensation policy, will comprise:

―	the compensation policy for the Chief Executive Officer (Executive Corporate Officer), office held by Mr. Aiman Ezzat since the Shareholders' Meeting of May 20, 2020;
―	the compensation policy for the Chairman of the Board (non-Executive Corporate Officer), office held by Mr. Paul Hermelin since the Shareholders' Meeting of May 20, 2020.

2.3.2.1 General Principles

Compliance and transparency

The procedures for setting Executive Corporate Officer compensation comply with the recommendations set out in the most recent version of the AFEP-MEDEF Code. Compensation components and structure are determined in accordance with the recommendations of this Code, whether fixed or variable compensation, the grant of equity instruments or supplementary pension benefits and are in line with existing Group practices and market rules. These principles are regularly reviewed and discussed by the Compensation Committee which submits a report on its work and its resulting proposals to the Board of Directors for approval. Compensation components are disclosed in detail as part of the Say on Pay procedure.

Competitiveness and consistency

The Compensation Committee refers in particular to comparative studies to ensure the consistency and competitiveness of both the compensation level and structure and calculation methods with market practice. The Committee's recommendations take account of Executive Management compensation levels and components in CAC 40 companies as well as observed practice in leading French and foreign Group competitors in the IT services and consulting sector. Compensation publication practice varies significantly between the countries and legal structures of competitors, in particular in the case of private partnerships. CAC 40 companies are therefore the most relevant and most transparent benchmark, but additional analyses take account of the international and competitive aspects of the sector and geographies in which the Company operates.

Balance and performance

When performing comparisons with French companies of comparable size and ambition, the Compensation Committee ensures that Capgemini's practices are in line with the best practices of CAC 40 companies in terms of both the clarity and consistency of methods applied. The Group participates regularly in comparative studies of the main French companies carried out by specialist firms. Accordingly, a study was commissioned to assist with setting the compensation level of the Chairman of the Board, following the end of the management hand-over phase. Alike, as it was done to help setting the compensation level of the Chief Executive Officer for its first term of office in 2020, a study has been again commissioned from an international firm, to assist the Board in setting the proposed compensation structure in light of the renewal of the Chief Executive Officer's term of office. The Compensation Committee also ensures that the respective proportions of fixed and variable components and share grants are balanced, in line with market practices, linked to the Company's performance and aligned to Group strategy.

Consistency with the Company's interests and contribution to the commercial strategy

The Executive Corporate Officer compensation policy is consistent with the Company's interests and contributes to the Company's commercial strategy and long-term success in so far as it:

―	is determined according to clear and quantifiable criteria, linked to the Group's strategy;
―	includes incentives that reflect the Group's strategic focus on long-term sustainable growth;
―	provides for variable and long-term compensation linked in part to CSR criteria;
―	aligns the interests of Executive Corporate Officers with those of the Company and shareholders.

Conflict of interest

The Board of Directors has implemented a conflict of interest management procedure under which Directors are required to notify the Chairman of the Ethics & Governance Committee of any one-off or potential conflicts of interests and to refrain from attending deliberations and voting on the related decision (see Section 2.1.3 on the absence of conflicts of interest).

Furthermore, the Board of Directors deliberates on Executive Corporate Officers' compensation in their absence.

2.3.2.2 Compensation policy - Chief Executive Officer (Executive Corporate Officer)

Together with the general principles set out above, the items presented below comply with Article L. 22-10-8 of the French Commercial Code and represent the Board of Directors' report on the Chief Executive Officer's compensation policy that will be presented for approval to shareholders at the Shareholders' Meeting of May 16, 2024.

Compensation structure

The Chief Executive Officer's compensation policy seeks a balance between short-term and long-term performance to ensure the sustainable development of the Company and aims for consistency between changes in overall compensation and Company performance trends.

Procedures for setting fixed and variable compensation

The procedures for setting Executive Corporate Officer compensation in respect of fiscal year Y are adopted by the Board of Directors' meeting in Y held to approve the financial statements for fiscal year Y-1. The Board of Directors therefore approves at the beginning of the year for the year in progress:

Fixed component

Fixed compensation seeks to reward the responsibilities associated with the office. It takes into account the complexity of the position's duties and responsibilities and the skills, expertise and experience required as well as the competitive position.

The fixed component is not reviewed annually, but after several years in accordance with the AFEP-MEDEF Code. In this respect, the fixed component of the Chief Executive Officer has not been modified for the whole duration of his first term of office, i.e. since 2020. Considering that the Board is proposing the renewal of the term of office of Mr. Ezzat as Director to the Shareholders Meeting on May 16, 2024 and intends to confirm him in his duties as Chief Executive Officer following the Shareholders Meeting, the Board considers that a term of office renewal is an appropriate time to review the fixed compensation of Mr. Ezzat for his second mandate covering the period until May 2028.

When setting the revised fixed component of the Chief Executive Officer's compensation, the Board of Directors took into consideration the following elements based on the recommendation of the Compensation Committee:

―	the significant evolution of the Group's performance during the current term of office of Mr. Ezzat as Chief Executive Officer, with a revenue growth of 59% and a margin increase of 72% at the end of 2023 vs. 2019;
―	the result of a market benchmark conducted by an international firm primarily covering CAC40 companies, this analysis covering as well information from international companies belonging to our sector such as Infosys, Wipro, Accenture, CGI, Also Holding, Cognizant or ASML;
―	the fact that fixed compensation of the Chief Executive Officer has not been increased since the start of his current term of office in May 2020 and that in application of the AFEP-MEDEF Code to which the Company refers, the revised compensation will be set for the duration of his new term of office;
―	that the proposed increase of the Chief Executive Officer's fixed compensation would remain consistent with the average compensation increases over 25%, applied to employees across the Company during the period 2020 to 2024.

The fixed compensation is paid in 12 equal monthly installments.

―	Theoretical variable compensation: components and calculation method

Taking into account market practice for Executive Corporate Officers and willing to increase the weight of the performance based compensation to ensure that most part of the compensation is performance related, the Board of Directors has set the variable compensation principles of the Chief Executive Officer's compensation in alignment with the prevailing structure in place, and has defined the performance indicators underlying the variable compensation calculation, as well as the strategic individual performance objectives for the year.

The variable compensation breaks down as follows, being specified that it is related primarily to quantifiable performance indicators such as:

―	The variable part is calculated for 60% of the fixed compensation on financial performance indicators. The Board of Directors decided in 2020 to increase the weight of the financial component to 60% so as to increase the impact of financial performance indicators on determining the variable compensation. The calculation structure and weighting are stable over time and the level of attainment of these indicators is determined based on a comparison of actual audited and budgeted Group consolidated results. The performance indicators are adopted in line with the key indicators presented regularly to the market and are also stable over time. This component varies in line with its theoretical level, between nil and a ceiling of 120% of the fixed compensation and is calculated using a formula that accelerates the weighted performance of financial indicators upwards or downwards, under a risk/reward approach. This component is therefore nil if the weighted performance of financial indicators is less than or equal to 75% and can reach twice the theoretical amount if the weighted performance is greater than or equal to 125%, varying on a straight-line basis between these two limits.
―	The variable part is based on non-financial quantifiable performance indicators for 20% of the fixed compensation, based on the achievement of strategic objectives set at the beginning of the year by the Board of Directors. This variable part may go up to 30% of the fixed compensation in case of overperformance, assuming that the stretched targets set by the Board are reached.
―	The variable part is also based on qualitative personal objectives, which may represent up to 30% of the fixed compensation based on the assessment of the achievement of the strategic objectives set at the beginning of the year by the Board.
―	As in previous years the non-financial objectives are capped and may not represent more than 60% of the fixed compensation.

The Board of Directors therefore ensured that the objectives set could be objectively assessed and measured, such that, the major part of the total variable compensation for the year is based on quantitative data. Objectives must also be clearly tied to the roll out of the Group's strategic priorities approved by the Board of Directors as essential to the delivery of the long-term strategic plan.

Therefore, as a result of this system, the variable part and the fixed plus variable compensation of the Chief Executive Officer are both capped and the variable part for the year could be set at zero and may not represent more than 180% of the fixed compensation, according to the respective weightings of the quantified and purely qualitative objectives set for the year.

The level of achievement of objectives and the amount of variable compensation components are decided, pursuant to the recommendations of the Compensation Committee, by the Board of Directors' meeting in Y+1 held to approve the financial statements for fiscal year Y. The Committee meets on several occasions before the Board of Directors' meeting to assess the percentage attainment of Executive Corporate Officer objectives. A Committee meeting was held at the end of 2023 and another in early 2024 to assess this performance before the Board of Directors' meeting which decides the level of achievement by Executive Corporate Officer of its objectives. Objective achievement percentages are communicated annually for each criterion.

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 of Directors may, if necessary, in exceptional circumstances and on a temporary basis and in accordance with the Company's interest, exercise its discretionary power concerning the application of the Executive Corporate Director's compensation policy, in accordance with the provisions of Article L. 22-10-8 III paragraph 2 of the French Commercial Code. Exceptional circumstances may arise, in particular, from a major event affecting the markets, the economy and/or the Group's business sector. Any such adjustment of the performance criteria of the variable annual compensation, which may increase or decrease, would be decided by the Board on the basis of a reasoned proposal from the Compensation Committee, in strict compliance with the ceiling defined in the compensation policy submitted to a vote of the shareholders and with due regard to maintaining the alignment of the interests of the Company and its shareholders with those of the Executive Corporate Director. Adjusted variable compensation components will be communicated to shareholders in a duly reasoned statement and will remain subject to a subsequent vote by shareholders at the General Meeting.

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 range of the fixed and variable compensation for the Chief Executive Officer

Fixed compensation structure, base 100	Min	Max
Gross fixed compensation	100	100
Annual variable compensation - financial objectives	0	120
Annual variable compensation - non financial objectives	0	60
Multi-year variable compensation	0	0
Total	100	280
% variable/fixed	0%	180%

Capgemini share-based incentive policy procedures

The Group stopped granting stock options in 2009 and since then grants performance shares in accordance with the following principles:

―

subject to performance and presence conditions: performance shares granted to Executive Corporate Officers are subject to the same conditions of presence and performance as applicable to other Group beneficiaries and all shares are subject to performance and presence conditions;

―

the associated conditions are ambitious, as demonstrated by the effective share grant percentages for the nine fully vested plans of respectively 42.3% for the 2009 plan, 56.7% for the 2010 plan, 87.9% for the 2012 plan, 83.9% for the 2013 plan, 82.5% for the 2014 and 2015 plans, 70.8% for the 2016 plan, 64.7% for the 2017 plan, 77.8% for the 2018 plan and 82% for the 2019 plan of the number of shares initially granted;

% OF SHARES DELIVERED

―	the performance conditions include internal (comprising since 2018 CSR conditions) and external performance conditions in accordance with the AMF recommendation, and are calculated over a 3-year period to ensure sustainable performance and to align Executive Corporate Officer, shareholders and stakeholders interests in the long run;
―	limited volume: the volume of shares granted to Executive Corporate Officers pursuant to the resolutions presented to shareholders' vote is limited (maximum of 10% of shares available for grant set in the most recent resolution voted on May 16, 2023). Overall, in 2023, the volume of shares granted to Executive Corporate Officers was well within the cap set in the resolution, with total percentages of 0.94% of the maximum authorized amount and 1.04% of the amount effectively granted, compared with 1.02% and 1.05% respectively in 2022, 0.91% and 1.01% respectively in 2021, 1.23% and 1.32% respectively in 2020, 3.78% and 4.17% respectively in 2019 and an average in recent years of 2.12% and 2.18%;
―	cap: the IFRS value of shares granted aims not to exceed around 100% of the theoretical annual cash compensation for a given year;
―	obligation to hold shares: in accordance with legal provisions, the Board of Directors must set the number of vested shares granted in connection to their office, that Executive Corporate Officers must continue to hold until the termination of their office.

The Board of Directors decided that vested performance shares representing at least 50% of shares must be retained, where the amount of shares held, valued at the share price on the vesting date, represents less than a threshold expressed as a multiple of the theoretical annual compensation (fixed and variable). Once this threshold is reached, the obligation to retain performance shares only applies to one third of shares vested. Finally, the Board of Directors decided on February 14, 2018 that if the number of shares valued on the vesting date represents more than twice the above threshold, then the obligation to hold shares that vest as a result of these grants would be set at 5% of vested shares. Executive Corporate Officers are therefore entitled to freely sell their shares as long as i) the value of their shares remains above the latter threshold and ii) at least 5% of each share grant is held until the termination of their office as Executive Corporate Officer.

The threshold under which 50% of vested shares must be held until termination of his office has been set for the Chief Executive Officer at one year of his theoretical annual compensation (fixed and variable), applicable on the vesting date.

If the value of the portfolio held at the vesting date is:	< one year's fixed and variable theoretical compensation	> one year's fixed and variable theoretical compensation and < two years' fixed and variable theoretical compensation	> two years' fixed and variable theoretical compensation
Obligation to hold vested shares until the later of the end of the term of office and the plan date	50%	33.3%	5% subject to remaining above the two-year threshold

―	Ban on hedging: share hedging transactions are prohibited before the end of the mandatory holding period. This ban is included in the grant plan rules and applies to all beneficiaries, who must acknowledge in writing that they will comply with the plan rules. The ban applies since the first performance share grant plan in 2009. In accordance with the AFEP-MEDEF Code recommendations, the Chief Executive Officer gave a formal commitment to comply with this ban.
―	Effective presence required, subject to three exceptions: effective presence on the vesting date is required for shares to vest as per the terms of the plan rules with the exception of death, disability or retirement. In the case of retirement, shares still vest on scheduled dates as per plan rules and conditions. These presence conditions and exceptions have applied since the first performance share grant plan. In other circumstances, the shares are forfeited.
―	Grants in the same periods: in accordance with the recommendations of the AFEP-MEDEF Code, performance shares are now granted in the same calendar periods and are decided by either the Board of Directors' meeting at the end of July or the following meeting. This has been the case since 2015, as grants were performed in July in 2015 and 2016 and have been performed in October from 2017 to 2022 and in November in 2023.
―	If regulatory developments or any other circumstances make the use of share-based incentive instruments restrictive, impossible or economically inappropriate, use of a special purpose long-term incentive mechanism with the same terms, criteria and ceilings could be envisaged.

One-off award

A one-off award, if any, would only be applicable in case of an external hiring of an executive, with the need to buy out rights that would be lost following this hiring decision. In such case, the award would be proportionate to the lost amounts and implementation and payment of this compensation would be subject to approval by Shareholders' Meeting pursuant to Article L. 22-10-8 of the French Commercial Code.

Termination clauses

During the meeting of March 11, 2020, the Board of Directors considered that it was in the Company's interest to maintain the existing Chief Operating Officer scheme for the Chief Executive Officer, in strict compliance with the AFEP-MEDEF Code. During its meeting of February 13, 2024, the Board again considered it was in the Company's interest to maintain this system, which encompasses:

A non-compete obligation

Subject to compliance with the non-competition obligation for a period of 12 months as from the date of termination of his corporate office, the Chief Executive Officer may be entitled to a compensation payment equal to half of his theoretical gross compensation (fixed plus variable) if objectives are attained, applicable on the date of termination of his duties as Chief Executive Officer. The Board of Directors can decide to lift this non-compete obligation on the departure of the Chief Executive Officer. This compensation is spread over the application period of the clause and will not be paid if the Chief Executive Officer exercises his right to retire or is over 65 years old at the end of his term of office.

―	Capped severance pay subject to performance conditions due in the event of termination of the duties of Chief Executive Officer

A severance indemnity will only be due to the Chief Executive Officer at the end of his term of office in case of a forced departure in connection with (i) a merger or spin-off affecting the Company, (ii) a change of control within the meaning of Article L. 233-3 of the French Commercial Code, or (iii) a significant change in strategy of the Company or a fundamental disagreement with the Board of Directors. However, no severance pay shall be due if the Chief Executive Officer leaves the Company on his own initiative, is entitled to exercise his right to retire or is 65 years old on the termination of his term of office or in the event of 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 the financial indicators applicable to the variable component of the Chief Executive Officer's compensation (tied to Group performance indicators and consolidated results), observed annually during the last two full fiscal years preceding the termination of duties, with a heavier weighting applied to the final year (60% compared with 40% for the preceding year).

The Board of Directors will confirm the effective attainment of these performance criteria.

In compliance with the recommendations of the AFEP-MEDEF Code, the aggregate amount of (i) severance pay effectively paid, and (ii) any indemnity likely to be paid in consideration for the non-compete undertaking, may not exceed a maximum amount equal to twice the applicable theoretical annual compensation (fixed plus variable) at the date of termination of the duties of Chief Executive Officer.

Severance pay on cessation of the corporate office based on performance during the previous 2 years (payable solely in the even of forced departure)

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

≤

Absolute cap of 2 years theoretical annual compensation (fixed + variable) applicable at the date of cessation of duties

Directors' compensation

Within the framework of the Directors' compensation policy presented in Section 2.3.1, the Chief Executive Officer is eligible to receive remuneration for serving as a Director. Mr. Aiman Ezzat has however informed the Board of his decision to waive his right to compensation for his duties as a Director.

Benefits in kind

In addition to the above-mentioned items, the structure of the Chief Executive Officer's compensation may also comprise the provision of a Company car, under prevailing conditions within the existing plan in place in France. The Chief Executive Officer has not however subscribed to this offer. The Chief Executive Officer is covered by collective healthcare and welfare plans applicable within the Company.

Long savings plan

On the proposal of the Compensation Committee, the Board of Directors decided that the Chief Executive Officer can benefit from the long savings mechanism. This plan has been implemented since 2016 to remain attractive for senior executives while being able to offer a long-term incentive vehicle with better economic conditions for both the Company and the beneficiaries of the previous plan which was closed to new entrants at the end of 2015 with pension rights frozen. This mechanism is more aligned with developments in the market and the European legal framework (portability, performance conditions, agility) and seeks to cover the absence of contributions and therefore pension rights above eight times the French annual social security ceiling (PASS). The plan consists in the payment of an annual allowance, at least half of which is allocated to a third-party body in the context of a supplementary optional insurance plan (Article 82), with the rest of the cash allowance being kept by the beneficiary, considering the immediate taxation upon entry of this mechanism.

This allowance is made under the following conditions:

―

the allowance is subject to the attainment of performance conditions;

―

the amount of the allowance if all objectives are attained is equal to 40% of the annual fixed compensation; it will vary according to the unflexed weighted performance of the financial performance indicators used for the calculation of the variable component and it is therefore capped according to the reference formula;

―

the payment of the allowance in respect of year Y, subject to the satisfaction of the performance conditions for year Y, is deferred as follows:

―	50% of the amount calculated is paid in year Y+1,
―	50% of the amount calculated is paid in year Y+2, provided the Chief Executive Officer is present in the Group at June 30 of year Y+2.

The calculation procedure and the objectives related to this allowance will be set each year by the Board of Directors, on the proposal of the Compensation Committee. The Board of Directors decided that the calculation procedure, the Company's internal performance indicators taken into account in the calculation of the variable component linked to the financial performance indicators, and the weighting associated with each indicator for fiscal year 2024, 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, 2023. The calculation is performed over the effective duration of the current term of office in a given year in the event of entry into or termination of duties during the year.

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 of Capgemini SE

―	Fixed component

On the recommendation of the Compensation Committee, considering:

―	the significant evolution of the Group's performance during the current term of office of Mr. Ezzat as Chief Executive Officer, with a revenue growth of 59% and a margin increase of 72% at the end of 2023 vs. 2019;
―	the result of a market benchmark conducted by an international firm, primarily covering CAC40 companies, the analysis providing as well, information from international companies belonging to our sector such as Infosys, Wipro, Accenture, CGI, Also Holding, Cognizant or ASML;
―	the fact that fixed compensation of the Chief Executive Officer has not been increased since the start of his current term of office in May 2020 and that in application of the AFEP MEDEF Code to which the Company refers, the revised compensation will be set for the duration of his new term of office;
―	that the proposed increase of the Chief Executive Officer's fixed compensation would remain consistent with the average compensation increases over 25%, applied to employees during the period 2020 to 2024;
―	the Board of Directors decided to position Mr. Aiman Ezzat's theoretical fixed compensation, unchanged since 2020, for his renewed duties as Chief Executive Officer in fiscal year 2024 at €1,300,000, payable monthly pro rata to his term of office in the fiscal year. Besides, the Board confirmed that this revised compensation will be kept unchanged for the renewed term of office.
―	Variable component

In alignment with the procedure described above in regard to the variable part, it is set primarily on the basis of quantifiable performance indicators.

Financial indicators

The variable part set on financial indicators represents 60% of the fixed compensation when budgeted targets are reached. The composition and relative weighting of these financial performance indicators for 2024 (as since 2013) are:

―	growth for 30% (Group revenues);
―	operating profitability for 30% (Group operating margin rate);
―	cash generation for 20% (Group organic free cash flow);
―	shareholders return for 20% (net profit before taxes).

Non-financial performance objectives

The variable part is based on non-financial performance objectives and on qualitative personal objectives set by the Board of Directors for the Chief Executive Officer for 2024.

The part based on non-financial performance objectives represents 20% of the fixed compensation, assuming targets set for the two equally weighted objectives are achieved. The objectives are aligned with the CSR strategy in relation to our ESG objectives, with one objective related to gender diversity and one objective related to the growth of our portfolio of sustainability related offerings.

The part based on qualitative personal objectives is built around three equally weighted objectives covering i) talent attractiveness, ii) strategic partnering with clients and iii) evolution of the Portfolio of strategic offerings. These objectives are measured by specific KPIs in support of the annual evaluation each indicator being capped at 10% of the fixed compensation.

Financial and Individual performance objectives set by the Board of Directors for the Chief Executive Officer for 2024 are:

As the annual fixed compensation is €1,300,000, the amount applicable for the long savings plan was set at €520,000 for 2024.

2024 annual compensation target structure

CHIEF EXECUTIVE OFFICER

2.3.2.3 Compensation policy - Chairman of the Board of Directors, applicable for 2024

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 that will be presented for approval to shareholders at the Shareholders' Meeting of May 16, 2024.

Compensation structure

In compliance with the recommendations of the AFEP-MEDEF Code, the Chairman of the Board of Directors' compensation policy solely comprises Directors' compensation in accordance with the procedures detailed in Section 2.3.1, it being noted that Mr. Paul Hermelin exercised his retirement rights from June 1, 2022.

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

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

Directors' compensation

Under the Directors' compensation policy presented in Section 2.3.1, the Chairman of the Board is eligible to receive Directors' compensation. His compensation is determined in strict compliance with the rules set out in Section 2.3.1 which provide for a compensation for the Chairman of the Board of Directors of €250,000 payable on a time-apportioned basis, and compensation for attendance at Board meetings, representing total compensation positioned by the Board in the first quartile for non-executive Chairman compensation.

2.3.3 Compensation paid in 2023 or granted in respect of 2023 to Executive Corporate Officers

2.3.3.1 2023 compensation of the Chief Executive Officer: Mr. Aiman Ezzat

The 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 2.3.3.4 represent the Board of Directors' report to shareholders established pursuant to the provisions of Article L. 22-10-8 of the French Commercial Code on the principles and criteria governing the Chief Executive Officer's compensation. These principles and criteria are subject to the approval of the Combined Shareholders' Meeting of May 16, 2024 (for more information, see Chapter 7 of this Universal Registration Document).

(gross amount)	Compensation for 2022
Aiman Ezzat, Chief Executive Officer	Paid in 2022	Granted in 2022, paid in 2023	Granted in 2022, paid in 2024	Total 2022
Fixed compensation	1,000,000	-	-	1,000,000
Annual variable compensation	-	1,112,320	-	1,112,320
Multi-year variable compensation	-	207,360	207,360	414,720
Exceptional compensation	-	-	-	-
Compensation for duties as a Director	-	-	-	-
Benefits in kind	-	-	-	-
Total compensation paid or granted in respect of the fiscal year	1,000,000	1,319,680	207,360	2,527,040

(gross amount)	Compensation for 2023
Aiman Ezzat, Chief Executive Officer	Paid in 2023	Granted in 2023, paid in 2024	Granted in 2023, paid in 2025	Total 2023
Fixed compensation	1,000,000	-	-	1,000,000
Annual variable compensation	-	1,020,770	-	1,020,770
Multi-year variable compensation	-	200,620	200,620	401,240
Exceptional compensation	-	-	-	-
Compensation for duties as a Director	-	-	-	-
Benefits in kind	-	-	-	-
Total compensation paid or granted in respect of the fiscal year	1,000,000	1,221,390	200,620	2,422,010

In addition, the value of performance shares granted during the fiscal year and valued as per the IFRS rules on the grant date is reported below:

(gross amount)	Compensation for 2022		Compensation for 2023
Aiman Ezzat, Chief Executive Officer	Granted in 2022	Total 2022	Granted in 2023	Total 2023
Value of multi-year variable compensation granted in respect of the fiscal year	-	-	-	-
Value of options granted during the fiscal year	-	-	-	-
Value of performance shares granted during the fiscal year	2,386,273	2,386,273	2,398,199	2,398,199
TOTAL GRANTED	-	2,386,273	-	2,398,199
TOTAL	-	4,913,313	-	4,820,209

Fixed and variable compensatione (cash)

Pursuant to Say on Pay rules and the most recent revised AFEP-MEDEF Code with which Capgemini complies, the compensation of Executive Corporate Officers paid during the fiscal year or granted in respect of the fiscal year then ended must be presented to the Shareholders' Meeting for vote. The following table summarizes the 2023 compensation components subject to shareholders' vote pursuant to the Say on Pay policy.

Compensation components paid in 2023 or granted in respect of 2023 to Mr. Aiman Ezzat, Chief Executive Officer, and subject to shareholder vote

	Amount or accounting value subject to vote	Presentation
Fixed compensation	€1,000,000	The gross fixed compensation of €1,000,000 for fiscal year 2023 was approved unchanged by the Board of Directors on March 16, 2023, 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.
	(paid in 2023)
Annual variable compensation	€1,020,770	During the Board of Directors' meeting of February 13, 2024, the Board of Directors, based on the audited and approved accounts and at the recommendation of the Compensation Committee, assessed the amount of Mr. Aiman Ezzat's variable compensation for fiscal year 2023. The full-year target amount of this variable compensation if objectives are attained is €1,000,000, i.e. 50% of his theoretical fixed and variable compensation or 100% of his fixed compensation. It comprises financial objectives for 60% and non-financial quantifiable and qualitative individual objectives for 40%, potentially varying between 0% and 200% of the theoretical amount for quantifiable objectives and between 0% and 100% of the theoretical amount for purely qualitative objectives.
	(paid in 2024 in respect of 2023)	Variable component based on financial indicators: this component was calculated in accordance with quantifiable criteria and the following respective weightings, all relating to the financial results as compared to objectives set by the Board at the beginning of the year:
		1) % attainment of revenues: 30% weighting;
		2) % attainment of the operating margin rate: 30% weighting;
		3) % attainment of net profit before taxes: 20% weighting;
		4) % attainment of organic free cash flow: 20% weighting.
		These objectives were assessed with respect to the objectives set by the Board of Directors' meeting of March 16, 2023.
		Attainment rates for these four objectives were 96.18%, 100.59%, 97.36% and 109.06% respectively, which, taking account of the relative weighting of each objective, gives an overall weighted attainment rate of 100.31%.
		The Group's historical calculation formula accelerates actual performance upwards or downwards such that for 2023:
		- if the weighted performance of the above four financial indicators is less than or equal to 75%, the variable financial component will be nil;
		- if the weighted performance of the above four financial indicators is greater than or equal 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 100.31% in 2023 results in the multiplication of the theoretical variable component by 101.24 %;
		- giving a final amount for the variable component calculated based on financial indicators of 1,000,000 x 60% x 101.24% equal to €607,440.
		Variable component based on individual performance objectives: the assessment and associated 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 externally audited data on diversity and environmental responsibility. The diversity objective was measured based on the % of women in Executive leadership positions, with a 2 points annual improvement objective from 2020 to 2025. This ambitious objective was attained and even slightly exceeded with a 2.2 points improvement compared with the annual objective of +2 points.

With regards to environmental responsibility, the objective was a 70% reduction in greenhouse gas emissions vs. the 2019 baseline, with attainment of this objective including the ability to use carbon credits up to a maximum of 320,000tCO ². This objective was also reached, due to a 48% reduction in emissions generated by business travel and by 60% for business travel per employee, and by more than 85% regarding data centers and offices emissions compared with 2019. This is also thanks to targeted actions such as the flexible work policy, shifting the car-pool catalog within the Group to electric or hybrid cars and progressively shifting electricity supply toward renewable energy in the amount of 96% at the end of 2023. In addition, the net reduction, excluding any offsets, amounted to 47% implying a lower than authorized usage of carbon credits representing only 74% of the maximum authorized amount for an overall 75% reduction of our emissions. On this basis, the Board confirmed that the overall attainment rate for the quantifiable objectives set in accordance with preset methodology had been exceeded and set it at 106.65%.

The Board defined two specific individual qualitative objectives.

The first specific objective concerned talent attractiveness and was assessed as very successful with regards to the various criteria set by the Board at the beginning of the year to support its decision, such as the low level of attrition within the high performing VPs with less than 2% of this population having left in 2023, onboarding of several key roles at Group level demonstrating the Group ongoing external attractivity, the deployment of a flexible working policy within the Group with the ability to work up to 45 days abroad, the satisfactory and positive evolution of the level of employee engagement from internal and external sources, the monitoring and the reduction of the attrition level in comparison to market and the successful implementation of a new leadership model across all internal processes (recruitment, performance management, promotions) associated with the deployment of new talent programs. The Board considered that the objectives defined for this category were reached and set attainment at the capped percentage of 100%.

The second specific objective concerned the key accounts strategy, measured by client satisfaction for our main clients according to several pre-defined metrics, with an improvement on 2022. In particular, the three key metrics adopted (innovation, overall satisfaction and NPs score) were all attained or exceeded. The Board considered that the objectives defined for this category were reached and set attainment at the capped percentage of 100%.

The Board therefore approved an overall weighted performance of 103.33% as per the table below:

Objective	Min	Target	Max	Attainment	Weighted attainment
CSR strategy - diversity	0%	25.0%	50%	113.33%	28.33%
CSR strategy - sustainable development	0%	25.0%	50%	100%	25.0%
Talent attractiveness	0%	25.0%	25%	100%	25.0%
Strategic partnering with clients	0%	25.0%	25%	100%	25.0%
Total	0%	100%	150%		103.33%
Target amount (in €)	0	400,000	600,000
Proposed amount (in €)					413,330

The variable component, based on individual performance objectives of a prorated amount of€1,000,000 x 40% = €400,000, to which the weighted performance percentage of 103,33% is applied, is giving therefore a final amount of €413,330.

Accordingly, variable compensation of €1,020,770 was approved by the Board for 2023, i.e. 102.1% of fixed compensation for the same fiscal year and of the theoretical variable compensation. Total fixed and variable compensation for 2023 is therefore €2,020,770, i.e. 101.0% of the theoretical compensation, as summarized in the following table:

Calculation of 2023 variable compensation for Mr. Aiman Ezzat

Quantitative component based on budgeted financial targets

Indicator	Min	Target	Max	Attainment	Weighted attainment
Revenues		30%		96.2%	28.85%
Operating margin rate (%)		30%		100.6%	30.18%
Pre-tax net profit		20%		97.4%	19.47%
Organic free cash flow		20%		109.1%	21.81%
Weighted total performance before flex	0%	100%	200%		100.31%
Weighted total after 75/125 flex (4 x weighted performance - 3)					101.24%
Theoretical variable compensation based on financial indicators					600,000
Variable compensation based on financial indicators					607,440

Qualitative component based on individual performance objectives

Category	Min	Target	Max	Weighted attainment
CSR strategy - diversity	0%	25%	50%
CSR strategy - sustainable development	0%	25%	50%	103.33%
Talent attractiveness	0%	25%	25%
Strategic partnering with clients	0%	25%	25%
Theoretical variable compensation based on individual objectives				400,000
Variable compensation based on individual performance objectives				413,330
TOTAL 2023 VARIABLE COMPENSATION				1,020,770
As a % of theoretical variable compensation				102.1%
As a % of fixed compensation				102.1%

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

Deferred variable compensation	Amount or accounting value subject to vote	Presentation
Deferred variable compensation	N/A	There is no deferred variable compensation.
Multi-year variable compensation	€401,240 for 2023, paid 50% in July 2024 and	During the Board of Directors' meeting of February 13, 2024, the Board of Directors, based on the audited and approved accounts and at the recommendation of the Compensation Committee, assessed Mr. Aiman Ezzat's long savings plan for fiscal year 2023, of a target amount if objectives are attained of €400,000. This allowance is subject to a performance condition based on the unflexed weighted performance of the financial indicators. For 2023, this gives a weighted attainment of 100.31%, giving an amount of 100.31% x €400,000 = €401,240 for the full year:
	50% in July 2025	- 50% of this amount, i.e. €200,620, will be paid in July 2024;
		- 50%, i.e. €200,620, will be paid in July 2025, subject to Mr. Aiman Ezzat being present in the Group at June 30, 2025.
Stock options, performance shares or any other form of long-term compensation	Performance shares €2,398,199 (IFRS accounting value on grant date)	19,500 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 40% 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 nine comparable companies in the same business sector and from at least five countries (Accenture/ Alten/Indra/Atos/Tieto/Sopra Steria/CGI Group/Infosys and Cognizant), the CAC 40 index and the Euro Stoxx Techno 600 index. Accordingly, no shares vest if the relative performance of the Capgemini 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 performance is similar to that of the market, only 50% of the initial grant vests. The 110% overperformance applies if the relative performance is at 120% or above of the basket performance.
		The external performance 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 the three-year period from 2023 to 2025 accounts for 40% of the grant. The minimum amount necessary for shares to vest is €5.4 billion. Above this threshold, shares vest progressively on a straight-line basis, with a grant of 100% for an organic free cash flow generation of €5.8 billion and a grant of 110% for organic free cash flow generation of €6.2 billion or more. The internal performance condition relating to CSR performance indicators measured at the end of 2025 is based for 50% on the percentage of female executives leaders. This percentage must be 30% to receive 100% of the grant, with no grant if it is below 28.5%. For the remaining 50%, it is based on a reduction in GHG emissions of at least 85% in 2025 (vs. the 2019 baseline), with 100% of the grant vesting if this reduction reaches 100%.
		The number of shares that may vest to Executive Corporate Officers may not exceed 0.0012% of the share capital.
		Authorized by the Combined Shareholders' Meeting of May 16, 2023.
		Fourteenth resolution.
		Grant authorized by the Board of Directors on November 6, 2023.
	Stock options = n/a Other Items = n/a	No stock options or other Items were granted.
Compensation for duties as a Director	Voluntary waiver	The Board of Directors took due note of Mr. Aiman Ezzat's decision to waive his right to collect any compensation for his duties as a Director of Capgemini SE in respect of 2023 (as done since 2020).
Valuation of benefits in kind	€0	No Company car
Severance pay	€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 of severance pay due in the event of termination of his corporate office. During the meeting of March 16, 2023, 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 retire in the near future or is 65 years old on the termination of his term of office, or in the event of gross 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 fixed compensation plus theoretical annual variable compensation as at the date of termination of 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 the two 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 and to the Group's consolidated results, the severance pay will therefore also be subject to the satisfaction of these same performance conditions.
		The Board of Directors will confirm the effective attainment of these performance criteria.
		Board approval on March 16, 2023.
		Authorized by the Combined Shareholders' Meeting of May 16, 2023.
		Ninth resolution.
Non-compete indemnities	€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 the termination 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 annual compensation (fixed plus variable) if objectives are attained on the date of termination of the duties 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.
		Board approval on March 16, 2023.
		Authorized by the Combined Shareholders' Meeting of May 16, 2023.
		Ninth resolution.
Supplementary pension benefits	N/A	No supplementary pension benefits

2.3.3.2 2023 compensation of the Chairman, Mr. Paul Hermelin

The general principles described in Section 2.3.2.1, the compensation policy set out in Section 2.3.2.4 and the summary table in Section 2.3.3.4 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 are subject to the approval of the Combined Shareholders' Meeting of May 16, 2024 (for more information, see Chapter 7 of this Universal Registration Document).

(gross amount)	Compensation for 2022			Compensation for 2023
Mr. Paul Hermelin, Chairman of the Board of Directors	Paid in 2022	Granted in 2022, paid in 2023	Total 2022	Paid in 2023	Granted in 2023, paid in 2024	Total 2023
Fixed compensation	333,333	-	333,333	-	-	-
Annual variable compensation	-	-	-	-	-	-
Multi-year variable compensation	-	-	-	-	-	-
Exceptional compensation	-	-	-	-	-	-
Compensation for duties as a Director	27,567	152,200	179,767	167,500	156,500	324,000
Benefits in kind	-	-	-	-	-	-
Total compensation paid or granted in respect of the fiscal year	360,900	152,200	513,100	167,500	156,500	324,000

In addition, the value of performance shares granted during the fiscal year and valued as per the IFRS rules on the grant date is reported below:

(gross amount)	Compensation for 2022			Compensation for 2023
Mr. Paul Hermelin, Chairman of the Board of Directors	Granted in 2022	Granted in 2022, paid in 2023	Total 2022	Granted in 2023	Granted in 2023, paid in 2024	Total 2023
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	360,900	152,200	513,100	167,500	156,500	324,000

Compensation components paid in 2023 or granted in respect of 2023 to Mr. Paul Hermelin and subject to shareholder vote

	Amount or accounting value subject to vote	Presentation
Fixed compensation	N/A	No fixed compensation was paid.
Annual variable compensation	N/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 compensation	N/A	No exceptional compensation was paid.

	Amount or accounting value subject to vote	Presentation
Stock options, performance shares or any other form of long-term compensation	N/A	No shares were granted subject to performance and presence conditions in 2023.
	Stock options = n/a Other	No stock options or other Items were granted.
	Items = n/a
Compensation for duties as a Director	€324,000	In compliance with the compensation policy approved by the Shareholders' Meeting of May 16, 2023, Mr. Paul Hermelin's compensation for duties as a Director was €324,000 for 2023.
Valuation of benefits in kind	€0	No Company car

Other compensation components

Amount subject to vote	Presentation
Severance pay	No entitlement to severance pay.
Non-compete indemnities	No non-compete indemnities
Supplementary pension benefits	Mr. Paul Hermelin was 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. He exercised his retirement rights following his 70th birthday and therefore benefited from the terms of this plan, which was closed to new beneficiaries in 2015 with rights frozen at October 31, 2015. The conditions are strictly those approved pursuant to the Say on Pay policy at each Shareholders' Meeting in past years.

Employment contract of Corporate Officers

With regards to Mr. Paul Hermelin, the Board reminds readers that his employment contract was suspended in its entirety on May 24, 1996 (date from which he exercised his first term of office as a member of the Management Board) and that he informed the Board of Directors' meeting of February 18, 2015, that he waived his employment contract as from that date.

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

	Employment contract	Supplementary pension plan (see before)	Indemnities or benefits following appointment, termination or change in duties	Indemnities in respect of non-compete clause
Mr. 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 thereafter	No	Yes, closed with frozen rights	No	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 2023 or granted in respect of 2023 to all Corporate Officers for their duties as a Director

Directors

Compensation for duties as a Director paid to non-Executive Corporate Officers (gross amount)	Paid in 2023	Granted in 2023	Presentation
Total compensation paid in 2023 or granted in respect of fiscal year 2023 to Directors for their duties	1,067,400	1,094,950	See the Directors' compensation policy in Section 2.3.1, not including Mr. Paul Hermelin's Directors' compensation

Non Executive Corporate Officer

(gross amount)	Paid in 2023	Granted in 2023	Presentation
Paul Hermelin, Chairman of the Board of Directors from May 20, 2020 2023 fixed compensation	-	-	See Section 2.3.2.3 on the Chairman's compensation policy
2022 annual variable compensation	-	-	n/a
2023 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	319,700	324,000	See Section 2.3.2.3 on the Chairman's compensation policy
Benefits in kind	-	-	n/a
Golden hello	-	-	n/a
Severance pay	-	-	n/a
Supplementary pension benefits	-	-	n/a
TOTAL COMPENSATION PAID DURING THE FISCAL YEAR OR GRANTED IN RESPECT OF THE FISCAL YEAR TO THE CHAIRMAN OF THE BOARD	319,700	324,000

Executive Corporate Officer

(gross amount)	Paid in 2023	Granted in 2023	Presentation
Aiman Ezzat, Chief Executive Officer from May 20, 2020
2023 fixed compensation	1,000,000	-	See Section 2.3.2.2 on the Chief Executive Officer's compensation policy
2022 annual variable compensation	1,112,320	-	In application of the Chief Executive Officer's compensation policy approved by the Shareholders' Meeting of May 16, 2023
2023 annual variable compensation	-	1,020,770	See Section 2.3.2.2 on the Chief Executive Officer's compensation policy and Section 2.3.3.1 on the calculation method and indicators adopted for 2023 variable compensation
Multi-year variable compensation	436,980	401,240	In application of the Chief Executive Officer's compensation policy approved by the Shareholders' Meeting of May 29, 2022. €229,620 in respect of 2022 and €207,360 in respect of the balance for 2021 See Section 2.3.2.2 on the Chief Executive Officer's compensation policy and Section 2.3.3.1 on the calculation and payment methods for the long savings plan
Exceptional compensation	-	-	n/a
Performance shares	-	2,398,199	See Section 2.3.2.2 on the Chief Executive Officer's compensation policy and Section 2.3.3.1 on the performance and presence conditions and the % concerned
Compensation for duties as a Director	-	-	(waiver)
Benefits in kind	-	-	See Section 2.3.2.2 on the Chief Executive Officer's compensation policy
Golden hello	-	-	n/a
Severance pay	-	-	See Section 2.3.2.2 on the Chief Executive Officer's compensation policy
Supplementary pension benefits	-	-	n/a
TOTAL COMPENSATION PAID DURING THE FISCAL YEAR OR GRANTED IN RESPECT OF THE FISCAL YEAR TO THE CHIEF EXECUTIVE OFFICER	2,549,300	3,820,209
TOTAL COMPENSATION PAID OR GRANTED IN RESPECT OF THE FISCAL YEAR TO ALL CORPORATE OFFICERS	3,936,400	5,239,159

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 Group's compensation policy does not include the use of 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 16, 2023;

―

the results of the votes on compensation at the previous Shareholders' Meeting of May 16, 2023, were as follows:

―	the resolutions relating to votes on ex-post resolutions were approved by 95.33% for the Chairman of the Board, 92.99% for the Chief Executive Officer and 96.31% for the Directors,
―	the resolutions relating to votes on ex-ante resolutions were approved by 91.04% for the Chief Executive Officer, 98.71% for the Chairman of the Board and 98.97% for the Directors.

Compensation multiples - Equity ratio

Scope

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 equivalent basis of employees of the relevant scope (excluding corporate officers). The scope adopted by the Group encompasses all French companies of the economic and social unit, including all Altran French legal entities since 2020, except two recently acquired small companies not yet integrated. France, which is the Group's home country and the second 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 covers 99.5% of the headcount of French legal entities.

Methodology

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 in kind, 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 all legal entities integrated since 2020 in the calculation. Furthermore, it is recalled that given the change in the Group governance during 2020, the salaries of corporate officers for 2020 have been recalculated on a full-year basis and each Executive Corporate Officer has been reported in the table below on an annualized basis for 2020.

It is also recalled that the reduction in 2020 compensation in relation to the Covid crisis needs to be taken into consideration when looking at the trend between 2021 and 2020.

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

Year	Comment	2019	2020 ⁽¹⁾	2021	2022	2023
Annualized gross compensation paid or granted to Executive Corporate Officers during the year (in k€)
Chairman of the Board - Paul Hermelin Year-on-year trend in %	Since May 20, 2020		n/a	33.3%	-54.9%	-11.4%
Chairman and CEO - Paul Hermelin Year-on-year trend in %	From May 24, 2012 to May 20, 2020	3.7%	-43.2% ⁽²⁾	n/a	n/a	n/a
CEO - Aiman Ezzat Year-on-year trend in %	Since May 20, 2020		n/a	18.3%	16.1%	-6.5%
COO - Aiman Ezzat Year-on-year trend in %	From January 1, 2018 to May 20, 2020	5.4%	-49.7 ⁽²⁾	n/a	n/a	n/a
Average gross compensation paid or granted to employees present during the full year (in k€) French scope
Year-on-year trend in %	Altran since 2020	2.7%	-5.2% ⁽³⁾	3.8%	8.3%	0.0%
Equity ratio: trend vs. fully loaded averagee
Chairman of the Board - Paul Hermelin			10.9	13.8	5.4	4.5
Year-on-year trend in %	Since May 20, 2020		n/a	26.6%	-61.1%	-15.7%
Chairman and CEO - Paul Hermelin		76.9	47.7 ⁽²⁾	n/a	n/a	n/a
Year-on-year trend in %	From May 24, 2012 to May 20, 2020	3.4%	-37.9%	n/a	n/a	n/a
CEO - Aiman Ezzat			63.8 ⁽⁴⁾	73.1	78.7	73.3
Year-on-year trend in %	Since May 20, 2020		n/a	14.6%	7.6%	-6.8%
COO - Aiman Ezzat		54.1	30.9 ⁽²⁾	n/a	n/a	n/a
Year-on-year trend in %	From January 1, 2018 to May 20, 2020	4.7%	-42.9%	n/a	n/a	n/a
Average median compensation paid or granted to employees present during the full year (in k€)
Year-on-year trend in %	Altran since 2020	2.0%	-2.7% ⁽³⁾	2.0%	6.7%	0.0%
Equity ratio: trend vs. fully loaded average
Chairman of the Board - Paul Hermelin			13.3	17.2	6.8	5.7
Year-on-year trend in %	Since May 20, 2020		n/a	28.5%	-60.9%	-15.7%
Chairman and CEO - Paul Hermelin		96.4	58.3 ⁽²⁾	n/a	n/a	n/a
Year-on-year trend in %	From May 24, 2012 to May 20, 2020	4.2%	-39.5%	n/a	n/a	n/a
CEO - Aiman Ezzat			77.9 ⁽⁴⁾	90.6	99.0	92.2
Year-on-year trend in %	Since May 20, 2020		n/a	16.3%	9.2%	-6.8%
COO - Aiman Ezzat		67.9	37.7 ⁽²⁾	n/a	n/a	n/a
Year-on-year trend in %	From January 1, 2018 to May 20, 2020	5.5%	-44.4%	n/a	n/a	n/a

⁽¹⁾ Integration of Altran in the scope from 2020.
⁽²⁾ The 2020 annualized compensation includes the impact of the 25% Covid reduction, thus explaining fully the 2021 variation.
⁽³⁾ The integration of Altran in the scope from 2020 drove a reduction in the average and median employee gross compensation (12% median variance between Capgemini and Altran).
⁽⁴⁾ The 2020 annualized CEO compensation includes the impact of the 25% Covid reduction on fixed and variable components, thus explaining the 2021 variation along with the improved business performance.

Trends in compensation, Company performance and average compensation

During the past five years, two corporate offices (Chairman of the Board of Directors and Chief Executive Officer) were held for more than 3 years. Compensation trends for the two executive roles are partly due to the Group's annual performance impact compared to annual objectives for the variable component and partly to the valuation of performance shares granted. In addition, the Chairman and Chief Executive Officer's compensation for 2020 reduced significantly as he did not receive a performance shares grant in 2020 (office ended in May 2020) and due to the impact of the 25% reduction in fixed and variable compensation in relation to the Covid-19 crisis. This 25% reduction, which went further than the AFEP recommendation on the health crisis, also impacted the Chief Executive Officer's compensation for 2020 and that of the Chairman of the Board of Directors. Compensation trends must therefore be analyzed with regard to the impact of the health crisis on compensation. The end of this measure in 2021 combined with the economic recovery explains the majority of trends identified above.

With regard to the global performance recorded over the period, whether in terms of growth (+59%) or profitability (+72%), trends and evolution in the compensation of the Chairman and of the Chief Executive Officer are not following the successful evolution of the Group and reflect the ambitious nature of the Group's objectives. Alike, while the 2023 economic performance evolution of key performance indicators remains strong in a more challenging environment, the compensation evolution remained lower than the economic progression. This is even more true when consolidating the two corporate Directors. At the same time, the average and median compensation of employees' present during the full year in the consolidation scope rose 6.5% and 5.9%, respectively, over the period.

Key Performance Indicator trends (in millions of euros)	2019	2020	2021	2022	2023	2023-2019
Revenues	14,125	15,848	18,160	21,995	22,522	59%
Year-on-year trend in %	7%	12.2%	14.6%	21.1%	2.4%
Operating margin	1,741	1,879	2,340	2,867	2,991	72%
Year-on-year trend in %	9%	7.9%	24.5%	22.5%	4.3%

ANNUAL COMPARATIVE EVOLUTION OF CEO REMUNERATION VS REVENUE AND OPERATING MARGIN EVOLUTION

^* 2020 restated to account for the 25% reduction of the fixed and variable compensation in the context of the Covid-19 health crisis.

2.3.4 Share subscription options, share purchase options and performance shares

The following tables present a breakdown of stock options and performance shares granted to, exercised by or vested to Executive Corporate Officers during 2023 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.

Stock options granted during the year to each Executive Corporate Officer by Capgemini SE and/or any other Group company	Plan date and number	Number and type (purchase or subscription) of options granted during the year	Value of options using the method adopted in the consolidated financial statements	Strike price	Exercise period
Paul Hermelin	n/a	n/a	n/a	n/a	n/a
Aiman Ezzat	n/a	n/a	n/a	n/a	n/a

Stock options exercised during the year by each Executive Corporate Officer	Plan date and number	Number of options exercised during the year	Strike price	Exercise period
Paul Hermelin	n/a	n/a	n/a	n/a
Aiman Ezzat	n/a	n/a	n/a	n/a

Performance shares granted during the year to each Executive Corporate Officer by Capgemini SE and/or any other Group company	Plan date and number	Theoretical maximum number of shares granted during the year	Value of shares calculated using the method adopted in the consolidated financial statements	Potential vesting date	Potential availability date	Performance conditions
Aiman Ezzat	18th plan of 11/06/2023	19,500	€2,398,199	11/12/2026	Later of the end of his term of office and 16/11/2027 and as per holding obligations of the compensation policy	More detail on performance conditions can be found in Note 12 to the Consolidated Statements

Performance shares vested to each Executive Corporate Officer	Plan date and number	Number of performance shares vested during the year	Vesting conditions	Year of grant
Paul Hermelin	n/a	n/a	n/a	n/a
Aiman Ezzat	13th plan October 2020	25,000	Performance and presence	2020

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, 2023

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
Number of performance shares initially granted	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)	50,000	50,000	50,000	40,000
Number of shares vested	485,750	881,048	882,500	1,014,700	1,065,000	881,510
o/w to Paul Hermelin ^*	25,000	(nil)	50,000	50,000	50,000	39,200
Cumulative number of shares canceled or expired	662,500	673,952	121,000	194,400	225,500	187,040
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
Share price at grant date (in euros)	23.3	37.16	33.15	36.53	53.35	87.6

Plan number	2015 Plan	2016 Plan	2017 Plan	2017 Plan	2018 Plan	2019 Plan
Grant date	02/17/2016	07/26/2016	07/26/2017	10/05/2017	10/03/2018	10/02/2019
Number of performance shares initially granted	180,500	1,663,500	63,597	1,522,500	1,384,530	1,523,015
o/w to Paul Hermelin ^*	(nil)	42,000	(nil)	35,000	28,000	28,000
o/w to Aiman Ezzat ^*					16,500	19,000
Number of shares vested	111,200	1,178,005	32,384	984,690	1,077,863	1,249,112
o/w to Paul Hermelin ^*	n/a	37,800	n/a	28,000	26,040	28,000
o/w to Aiman Ezzat ^*					15,345	19,000
Cumulative number of shares canceled or expired	69,300	485,495	31,213	537,810	306,667	273,903
Vesting date - France	03/01/2018	08/01/2019	n/a	10/05/2020	10/03/2021	10/02/2022
Vesting date - outside France	03/01/2020	08/01/2020	08/01/2020	10/05/2021	10/03/2022	10/02/2023
End of holding period - France	03/01/2020	08/01/2021	n/a	10/05/2022	10/03/2023	10/02/2024
End of holding period - outside France	03/01/2020	08/01/2020	08/01/2020	10/05/2021	10/03/2022	10/02/2023
Share price at grant date (in euros)	71.61	83.78	94.2	100.25	112.35	107.35

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

Active plans

Plan number	2020 Plan	2021 Plan	2021 Plan	2022 Plan	2022 Plan	2023 Plan
Shareholders' Meeting	05/20/2020	05/20/2021	05/20/2021	05/19/2022	05/19/2022	05/16/2023
Grant date	10/07/2020	10/06/2021	12/01/2021	10/03/2022	10/03/2022	11/06/2023
Number of performance shares initially granted	1,900,000	1,834,500	14,325	1,982,000	13,750	1,872,500
o/w to Paul Hermelin ^*	-	-	-	-	-	-
o/w to Aiman Ezzat ^*	25,000	18,500	-	21,000	-	19,500
Number of shares vested	520,200	2,475	n/a	660	n/a	n/a
o/w to Paul Hermelin ^*	-	-	-	-	-	-
o/w to Aiman Ezzat ^*	25,000	n/a	n/a	n/a	n/a	n/a
Cumulative number of shares canceled or expired	305,760	239,410	5,770	113,795	3,500	5,000
Number of shares potentially available for grant at the end of 2022	1,074,040	1,592,615	8,555	1,867,545	10,250	1,867,500
o/w to Paul Hermelin ^*	-	-	-	-	-	-
o/w to Aiman Ezzat ^*	-	18,500	-	21,000	-	19,500
Vesting date - France	10/07/2023	10/08/2024	n/a	10/10/2025	10/10/2025	11/12/2026
Vesting date - outside France	10/07/2024	10/08/2025	12/01/2024	10/10/2026	10/10/2025	11/12/2026
End of holding period - France	10/07/2024	10/08/2025	n/a	10/10/2026	10/10/2025	11/16/2027
End of holding period - outside France	10/07/2024	10/08/2025	12/01/2024	10/10/2026	10/10/2025	11/13/2026
Share price at grant date (in euros)	107.55	175.65	207.3	163.15	163.15	168.75

^* Complete historical information on active performance share plans in 2023 is provided in Note 12 to the Consolidated Financial Statements.

Historical information concerning stock options granted to the top ten employees
(not Executive Corporate Officers)

Share purchase options granted by Capgemini SE to the top ten employees (not Executive Corporate Officers) who have received the greatest number of shares and the number of shares vested to the top ten employees (not Executive Corporate Officers) who have subscribed for the greatest number of shares are as follows:

Stock options granted to/exercised by the ten employees (not Executive Corporate Officers) having received the greatest number of shares	Total number of stock options granted/ exercised	Weighted average price	Plan number
Options granted during the year by Capgemini SE to the ten employees of 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

Performance shares granted by Capgemini SE to the top ten employees (not Executive Corporate Officers) who have received the greatest number of shares and the number of performance shares vested to the top ten employees (not Executive Corporate Officers) holding the greatest number of vested shares are as follows:

Performance shares granted/vested to the ten employees (not Executive Corporate Officers) having received the greatest number of shares	Number of shares vested	Plan number
Performance shares granted during the year by Capgemini SE to the ten employees of all eligible companies who have received the greatest number of shares	106,000	18th Performance share plan
Performance shares (held previously on Capgemini SE) of the ten Group employees holding the greatest number of vested shares	92,000	12th and 13th share grant plans

3 3.1 Risk management and internal control systems

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

In accordance with the Law of July 3, 2008, this Section was reviewed and approved by the Board of Directors on February 13, 2024, following a review by the Audit & Risk Committee.

3.1.1 Definition of the risk management and internal control systems

a) 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).

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

b) Objectives of the risk management and internal control systems

The Group's risk management and internal control 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 finally implement risk prevention and transfer measures.

In this context, Capgemini has defined and implemented a control system that seeks to ensure:

―	compliance of activities with relevant laws and regulations;
―	compliance with the Group's seven core values, as well as the 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 risk management and internal control systems

Capgemini ensures the implementation of risk management and internal control systems covering all consolidated subsidiaries and Group businesses in 2023.

Acquired companies are integrated progressively into the risk management and internal control systems. There are currently no material Group subsidiaries that are not integrated into the general system presented in this 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 guarantee of 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 risk management and internal control systems

Group Values

Since its creation, Capgemini has placed significant importance on compliance with the values and principles which guide and inspire its actions and, in particular, its business practices. These seven core values, defined by the Group's founder Mr. Serge Kampf, are honesty, 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. Compliance with 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 the Group's activities must be conducted, and, finally, describes the desired behaviors and specifies the prohibitions applicable in each of the Group's main functions.

These principles ensure consistent, efficient and accountable decision-making. They concern:

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the delegation of decision-making powers and authorization; the decision-making process applied within the Group is based on rules governing the delegation of powers. These rules are regularly updated, comply with the principle of subsidiarity and define three levels of decision-making depending on the issues involved, corresponding to the three levels of Capgemini's organization:

―	the Business Unit, for all issues that fall within its remit,
―	the 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, Group Executive Committee, central functions, etc.) where a 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.

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the framework of general policies and procedures; the Blue Book defines the governance and organization of the Group and the main principles and basic guidelines underpinning the Group's internal control procedures, and sets out the Group's requirements in each of the following areas:

―	Group key principles,
―	Group organization and governance,
―	authorization and approval processes,
―	sales and production rules and guidelines,
―	risk management, pricing, contracting and legal rules, in the client contract pre-sale phase,

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financial management, merger, acquisition, divestment and insurance rules and guidelines,

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human resources policies,

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Group marketing and communications, knowledge management and IT directives,

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procurement policies, including ethical requirements and supplier selection,

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environmental and community policies.

This set of rules and procedures, which has force of law within the Group, reminds employees of their obligations in this area and inventories 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 Capgemini SE Board's 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;
―	the presentation of new or emerging critical risks;
―	the review of projects comprising major risks.

The Group risk coordinator presents risk management activities to the Audit & Risk Committee at least twice yearly. An updated mapping of the Group's risks is presented during the first meeting and a second meeting is held to share an overview of critical risks.

Finally, at the recommendation of the Group Risk Committee or at the request of the Audit & Risk Committee, specific sessions are organized to present selected critical risks or other risk-related subjects.

The Risk Committee

Group Management has delegated to a Risk Committee, created in 2016, 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 and coordinated by the Risk and Insurance Director, is responsible for the 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 Group Management with key players in the risk management process within the Group. At least two meetings are held annually to discuss the following main issues:

―	the monitoring of the implementation of risk management and internal control systems;
―	the identification and prioritizing of risks; the Risk Committee validates the mapping of the Group's critical risks;
―	the monitoring of action plans defined and implemented for critical risks;
―	the review of new or emerging risks that may be communicated by the various Business Units.

The Risk Committee is also responsible for:

―	proposing to the Board of Directors the Group's acceptable risk level;
―	monitoring changes in the Group's main risks;
―	selecting the critical risks to be covered by short-term action plans;
―	monitoring these action plans in conjunction with the critical risk owners, as designated by the Risk Committee;
―	approving and implementing the risk management and internal 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 the various 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 the interaction between the Risk Committee and other stakeholders, including the Risk and Insurance Department, Internal Audit, the Compliance Department and the functional departments with risk expertise (Cyber, Security, etc.), as well as the operating departments that are responsible for day-to-day risk management in their specific areas.

The Internal Audit Director, who reports to the CEO, presents twice annually to the Capgemini SE Board's Audit & Risk Committee a comprehensive report on the department's work, particularly regarding compliance with the Group's principles and rules, the efficiency of internal control and risk management in the preparation and processing of financial and accounting information.

3.1.2 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 with accounting and financial rules defined by the Group relating to budgets 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 have access to common resources encompassing accounting rules and procedures, information and management systems and shared service centers.

Each Business Unit has a dedicated financial controller (reporting to 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 Group accounting rules and methods. The financial controller verifies that services are correctly billed and paid, checks profit estimates for ongoing 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 Unit financial controllers, whose main responsibility is to ensure that high-quality financial and accounting information is reported to the 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 in the country or region are well-versed in the Group's accounting policies and methods, checking compliance with local taxation and statutory reporting requirements, liaising with shared service centers and the Statutory auditors, setting accounts closing and financial 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), deployed in almost all subsidiaries.

Finally, the shared service centers pool the accounting processing resources of the Group's subsidiaries. The main centers are located in Kolkata (India) and Cracow (Poland). These various centers are grouped together within a globalized structure.

b) Budgets, forecasts, reporting and consolidation

In order to exercise effective control over their operations, the Group requires Business Units to submit weekly, monthly, quarterly, half-yearly and annual reports of all budget, forecast, operational and accounting information required for the general management of 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, with each budgetary item decided based on past performance, the Group's chosen strategic priorities and available information concerning expected market trends. Group Management 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 the variable 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 the current month, the following six months and the full year) is prepared monthly by each Business Unit manager. Variances from the budget are analyzed so that any corrective action plans 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 to be 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 presents a detailed breakdown of actual performance, forecasts for the following six months and actions taken in the event of material variances between actual and budget figures. It is submitted to Group Management. 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 Department. Written instructions are issued providing the schedule for period-end tasks (particularly the reconciliation of inter-company transaction balances), highlighting current accounting issues requiring specific attention, and describing the control procedures applied during the preparation of the consolidated financial statements. Each half-yearly and yearly closing is preceded by a hard-close phase based on the accounts closed on May 31st and November 30th, respectively.

The consolidation process is based on accounting packages by geographic area, which must be signed off by the person responsible for preparing them. Income statements, balance sheets and other key management indicators required for subsequent analysis are stored in a single database maintained at Group level. Access to this information system is strictly controlled.

During each annual closing period, the Finance Department sends out a questionnaire to all subsidiaries covering the application of general internal control principles and procedures relating to the processing of reported financial and accounting information. These questionnaires are analyzed for any irregularities and corrective measures devised where appropriate.

c) Financial information

Financial information and its communication are subject to specific controls at half-year and annual period ends. These include:

―	a systematic review carried out with the assistance of the Legal 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 have significant repercussions on the financial position of the Group 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 independent bodies 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:

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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 ensure that procedures relating to the safeguarding of assets, the valuation of work-in-progress, the actual amount of trade accounts receivable, and the proper recognition of liabilities, are applied in each Business Unit in accordance with the rules 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 are accounted for on the basis of rigorous, up-to-date technical assessments. The Internal Audit brief also includes a review of the procedures and controls in place within the Business Unit to ensure the security and validity of transactions and accounting entries;

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the Statutory auditors who, it need merely be noted here, carry out a review of internal control procedures impacting 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 report financial 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 and regulatory requirements and are drawn up under the responsibility of 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 hours of 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 to such 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 of investor relations during the meetings.

3.1.3 Measures implemented as part of constant improvements to risk management and internal control systems

a) Focus on the main measures implemented in 2023

During 2023, the Group implemented and continued to deploy a number of measures aimed at rolling-out and standardizing processes and procedures within the Group that aim to strengthen the control environment and enhance risk management within Capgemini. Among these measures, the following may be highlighted:

―	continued internal communication of the Group risk management policy;
―	monitoring and improvement of critical risk action plans;
―	review and completion of the Capgemini risk universe with better inclusion of emerging corporate social and environmental responsibility issues;
―	update of the risk mapping including the identification and assessment of critical risks at Group level;
―	local review of risks in various countries (France, Germany, Italy, Romania, Switzerland, Tunisia, etc.);
―	continued roll-out of the audit program for internal and external risks at Group operating sites, in partnership with an external consultant, covering damage to assets and the environment and Health and Safety issues;
―	re-assessment of critical cyber risk scenarios in the context of changes in the internal and external environment, facilitating risk analysis, oversight of mitigation plans and incident reporting;
―	implementation of technical solutions under the three-year Cyber program leveraging 3 pillars: (1) "zero trust" architecture (unified identity management, micro-segmentation, conditional access to applications), (2) building of capacities (greater trained resources, Cyber Defense Centers), (3) operational support (anticipation of sectoral threats, incident management);
―	to ensure operational efficiency, cost optimization and alignment with industry leaders' standards, Capgemini has successfully completed the creation of the Global One ISO 27001 certification to ensure the attachment of all Group subsidiaries to a unique global Group certificate; in 2023, progress with aligning all entities has included 80 locations in the global certificate;
―	continuation of the cyber risk management plan covering the supply chain (with our clients, suppliers and partners) and acquisitions, with significantly higher volumes;
―	introduction of new mandatory Cybersecurity awareness compliance modules, focusing on the latest cyber challenges and countermeasures;
―	increase in the number of data protection audits of client contracts;
―	update of the Group Data Protection Policy (Binding Corporate Rules, or BCR) to comply with the new requirements of the data protection authorities and particularly to address the consequences of the European Court of Justice ruling C-311/18, known as the Schrems II ruling;
―	roll-out of the revised consortium approval process to ensure all potential anti-trust risks are identified, assessed and managed;
―	publication of a new policy and a new Group process on embargoes and international sanctions;
―	review of corruption risks in the various countries where the Group operates and update of the risk mappings and related action plans in these countries;
―	roll-out of specific accounting and non-accounting controls and ongoing monitoring and improvement of action plans in the context of the Group anti-corruption program;
―	review of the internal control questionnaire drafted by the Finance Department to improve risk estimation;
―	improved communication between the Internal Audit Department and the Financial community to better understand any compliance issues and achieve the "zero overdue" objective for outstanding actions;
―	implementation of 3-level certification for the financial community to ensure professional and efficient risk management;
―	overhaul of mandatory training modules for all employees covering cybersecurity, anti-corruption measures, compliance with anti-trust laws, intellectual property, social network use and data protection;
―	identification of high-risk supply sectors with regard to environmental impacts, Health and Safety and human rights;
―	annual certification of all Group employees through completion of a test on our Code of Business Ethics via our Ethics@Capgemini training module;
―	launch of a new training module for all employees on the Group's Human Rights Policy;
―	further standardization of Commercial and Contract Management organization, tools and processes to constantly improve the management of contract risks in pre- and post-sales phases e.g., more homogenous CCM organization across geographies/BUs, global standardization of industrialized services where feasible;
―	storage of Group account contracts in a single contract database as per the agreed internal criteria;
―	improvement and roll-out of the Legal Contract Checklist (LCC) to ensure the identification of all potential risks from the beginning of the call for tender's process and incorporation into the new deal process risk assessment;
―	replacement of the Contract Clauses Negotiating Guide with the updated and improved Winning Contracts Principles (WCP) to align with market norms, facilitate faster and effective approvals for any deviations and simplify the overall contracting process while ensuring alignment with other Group functions (Sales, Delivery, Finance, etc.);
―	incorporation of ESG and Carbon objectives into procurement processes;
―	update of the Supplier Standards of Conduct to align them with the Group Human Rights Policy and the ESG Policy;
―	mapping of supply chain ESG risks;
―	update of a safety and security risk mapping in consultation with the Company's internal and external stakeholders;
―	roll-out of a new performance management tool enabling constant feedback and increased focus on skills development;
―	development of training modules focused on industry knowledge and our sustainable development offers;
―	provision of an analytics platform and forecasting models providing the operations with constant access to HR information and enabling proactive anticipation of market trends;
―	progressive implementation of the new organizational structure and related processes primarily aimed at improving the employee user experience;
―	completion of the initial stage of the overhaul and harmonization of expertise in the context of the professional community taxonomy;
―	set-up of a 360° feedback program for all VPs, and implementation of action plans.

b) Constant improvement measures in 2024

The risk management process will continue to be rolled out in 2024 based on the most recent risk mapping updated at the end of 2023. Close attention will be paid to the consistency of the internal audit plan (third line of defense) and the actions implemented to reduce critical risks.

As part of measures to strengthen risk management and internal control systems, in 2024 the Group will also:

―	enhance the cyber risk management process, aligning it with financial considerations and consistently adjusting resources to address evolving threats and impacts. Utilize risk mapping conducted at both the Group and country levels to fortify the overall cybersecurity posture;
―	continue the three-year Cyber program leveraging 3 pillars: (1) "zero trust" architecture (unified identity management, micro-segmentation, conditional access to applications), (2) building of capacities (greater trained resources, Cyber Defense Centers), (3) operational support (anticipation of sector threats, incident management);
―	further advance the consolidation of the Global One ISO 27001 certification, by attaching remaining individual ISO 27001 certifications and locations presently managed at entity level into the global ISO 27001 certificate. Leverage the robust foundation of the Global ISMS to facilitate the establishment of a Privacy Information Management System, ultimately achieving ISO 27701 certification for the Group;
―	further strengthen cyber risk management processes covering new disruptive technologies (Gen AI), supply chain (with our clients, suppliers and partners) and Security in Delivery;
―	enhance cybersecurity awareness through the Cyber Academy concentrating on specific roles and personas to address unique cyber risks;
―	launch a new mandatory data protection training module for all employees;
―	strengthen the various data protection risk control levels;
―	continuously monitor new laws on data protection, anti-trust, cybersecurity, embargoes, international sanctions and new technologies to tailor our program and propose a road map adapted to Capgemini's various activities;
―	continue the roll-out of the embargo and international sanctions program;
―	design a new target operating model for the Finance transformation program, embracing all elements of how Capgemini will operate with the 3 lines of defense model and detailing how it will cut across all operating units;
―	tighten the control focus from Country-based to Operational-based, enabling a more detailed assessment of financial risks and control compliance;
―	pilot permanent control reviews (second line of defense) for 6 countries and 11 entities as a precursor to roll-out to all entities in the next 18 months (to July 2025);
―	implement for acquisitions the new control checklist document that has been signed off (with the Auditors), setting out the priority Capgemini controls to be implemented and the timescales for each. The controls include full coverage of anti-corruption controls as well as TransFORM;
―	continue Country financial compliance reviews covering anti-corruption risks with the Group Compliance Department;
―	pilot level 2 certification Finance training, building on level 1 training implemented in 2022;
―	continue drafting and monitoring action plans and performance indicators for material risks identified when mapping non-financial risks and overseeing the duty of care plan;
―	continue updating local corruption risk mappings in all countries where Capgemini operates and drawing up related action plans, where necessary; Update the Group consolidated corruption risk mapping;
―	implement a systemic Group approach to assessing suppliers with regard to environmental, human rights and Health and Safety risks;
―	continue to roll out Declare, the Group's new conflict of interest management tool;
―	continue to develop and roll out a program on our commitment to the Group Human Rights Policy;
―	develop and roll out a methodology to assess client human rights practices and the impact of our services;
―	revamp Ethics@Capgemini, our annual Code of Business Ethics training, based on the previous year's improvement areas identified through employees' performance and feedback;
―	train all Group employees on our Code of Ethics for AI via a new training module to be launched in 2024;
―	further strengthen and improve speak up (CCM) based on training, feedback, and improved tools and processes to optimize contractual risk management in the pre- and post-sales phases;
―	further expand storage of contracts in a single Group database;
―	investigate AI and other tools to improve efficiencies in Legal and CCM and to gain intelligence and insights from our contract database to better highlight and manage risks and opportunities;
―	roll out training on the new Winning Contracts Principles to the ExComs, Sales Community, PACE Customer Leads, BRM, Finance, Delivery, Legal and CCM;
―	continue rolling-out the ESG Pledge with our main suppliers to strengthen their commitment and contribution to our own objectives;
―	establish a supply chain performance measure for the ESG risk mapping produced in 2023;
―	deploy the new version of the Code of Conduct with our main suppliers;
―	continue mapping safety risks by country with the assistance of Country Security Officers, using a methodology tool provided by the Group;
―	publish and update on a dedicated and maintained intranet site, security policies covering the protection of individuals and assets, the protection of information, the implementation of client physical security requirements in projects and the management of security risks and global crises;
―	develop a program to anticipate key skills and a training program focused on Generative AI;
―	complete the third implementation phase for the new HR organizational structure and the related processes;
―	continue overhauling and harmonizing expertise in the context of the professional community taxonomy;
―	launch implementation of the Finance Target Operating Model solution designed in 2023 across all units to ensure consistency across the Finance departments and implement fully the three lines of defense model requirements;
―	roll out the 2024 phases of permanent financial control review to ensure that the full coverage target is met for 2025;
―	implement level 2 certification training across the Finance departments and plan the level 3 content.

3.2 Risk factors

3.2.1 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.

In this context, the Group has implemented a systematic and dynamic 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.

^* Group Executive Board / Group Executive Committee.

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 each risk considered critical.

The different risks are presented below by category and decreasing order of criticality (reflecting a combination of the estimated impact and potential probability) within each of these categories:

―	strategy and market risks;
―	operational risks;
―	security risks;
―	legal and regulatory risks;
―	human capital 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 to pensions and other post-employment benefits) which are not currently identified as critical. For further information on these financial risks, please refer to Section 5 on the consolidated financial statements.

The assessment is based on net risk (after taking into account risk mitigation measures implemented).

Identification of risks

Capgemini updated the mapping of its major risks at the end of 2023, 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 2022 and on identifying new emerging risks.

In this respect, 2023 was marked by several global events, a number of which remain ongoing: an unstable global geopolitical environment (with, notably, the ongoing conflict between Russia and Ukraine, as well as tension between China and Taiwan, the economic crisis in the United Kingdom, etc.), an inflationary context, higher bank interest rates and the emergence of new uses and tools based on new technologies such as generative AI, which could be considered an opportunity or a threat. These major events have an impact on Capgemini's activities and are therefore either included in identified critical risks or are risk factors that weigh on critical risks.

It remains possible that changes in economic conditions or the legal 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 2023 review.

Risks Category	Nature of risks	Pages
a) Strategy and market risks	- Market downturn	118
	- Country risks/Political risk & natural disasters	119
	- Difficulty/failure to adapt services portfolio with sufficient speed to address market changes/disruptions	120
	- Risks related to the integration of significant acquisitions	120
b) Operational risks	- Loss and lack of cost competitiveness	121
	- Major delivery service failure	122
c) Security risks	- Cyber security risks	123
	- Occupational safety risk/personal security/travel security	125
d) Legal and regulatory risks	- Data protection failure	126
	- Major contract exposures and liabilities (pre-sale and service delivery)	127
	- Non-compliance with laws and/or adverse changes to regulations	128
e) Human Capital risks	- Failure to attract, develop and retain key talents and executives	129
f) Reputation risks	- Crisis management failure	130
	- Unethical behavior	131

a) Strategy and market risks

Market downturn

Risk factors

Broadly speaking, a major crisis impacting the financial markets or unfavourable trends in macro-economic indicators could potentially restrict the Group's ability to attain its objectives and continue its development.

Although business and technology spendings have proven to be resilient in economic slowdowns, the Group's growth and operations could nonetheless be impacted by the postponement of certain projects or a decrease in budgets allocated to service providers by our clients, leading to a change in demand in the services market where the Group operates, or in one of Capgemini's key client business segments. A continued downturn in the activity of certain industries in which our clients operate could also require them to reassess their investment strategy.

Other risk factors likely to have an impact on our business model and that of our clients are as follows:

―	the uncertainty around central banks policies in 2024, ultimately impacting the cost of debt;
―	a new supply chain disruption that could limit our clients' ability to generate revenues;
―	local instability with an impact on talent mobility and security;
―	demand for "digital talents", resulting in wage increases and a high attrition rate.

The possibility of a business downturn, whether global or regional, also increases with geopolitical tension in different areas of the world (e.g. protectionist measures, multilateral trade tensions). Each of these risks, as well as other factors not anticipated by the Group, 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 their target market) in order to quickly understand market changes and deliver a timely response to changes in the business environment.

Capgemini demonstrated its resilience during the Covid crisis, thanks in particular to its diversified portfolio, cross-functional offerings and counter-cyclical contracts. 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 risk & natural disasters

Risk factors

Capgemini could encounter disruptions or business interruption in a country or region, due to the diversity of its locations around the world.

Capgemini has permanent operations in more than 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 production of certain services to sites or countries that may be far from those in which the services are used or in which the Group's clients are located 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. The consequences of the armed conflict between Russia and Ukraine, as well as geopolitical tension between the United States and China are monitored internally. In particular, these tensions could lead to new sanctions and embargoes at global level.

Certain geographic areas, including India with half the Group workforce, are more exposed to the risk of business interruption at a given production site following a natural disaster (flooding, storms, heatwaves, etc.), the likely occurrence of which rises with climate change, or due to an incident making it difficult or impossible to access telecommunication networks.

Political violence in a country or even a region, or a geopolitical crisis could impact several units operating in the country. For example, a political crisis or social unrest in a region, terrorist activities or even the consequences of a geopolitical crisis, could potentially destabilize the country and our operations in India.

Furthermore, an epidemic or pandemic could restrict activities as a result of heath decisions or even reduce on-site activities in line with the decisions of each national authority.

The Group's performance and reputation could be impacted in the event 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 major clients with the aim of identifying, as early as possible, the faintest of signals from the markets where it operates and of its clients most exposed to certain risks, such as natural disaster or geopolitical instability risks.

In addition, Capgemini closely monitors geopolitical tensions throughout the world and any potential impacts on its activities. With regard to emerging geopolitical tension in Asia, the Group assesses the impacts on its activities with China and the repercussions that such a scenario could have more widely at global level, in order to react rapidly in the event of a crisis. The Group's direct exposure to China is low.

Following the global health crisis, the Group rolled out home working at all its production sites to ensure service continuity for clients. For example, all projects in India can be managed while working from home.

In addition, beyond the global health crisis, the use of a large number of 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 covered by back-up plans that are tested periodically. For example, 95% of critical engagements in India are spread across the country. The Group's Indian subsidiary set up a plan called Business Continuity Management (BCM) to ensure service continuity: all Indian sites are ISO 22301 certified. All our critical projects in India have a Business Continuity Plan that is tested annually.

Capgemini has a well-defined localization strategy in India, with a balanced geographical distribution of sites and a technological talent pool. Our resilience is strengthened by duplicated production and service systems supported by regularly tested back-up plans.

Telecommunications networks are duplicated. In the event of a breakdown in the preferred (fastest) communications network between Europe and India, service continuity is ensured by tried and tested alternative routes.

Risk prevention and mitigation are monitored by our site management teams.

Finally, Capgemini has implemented 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 and buildings. This program is rolled out focusing on the Group's main sites and risks across the globe. Audit recommendations are then monitored by the site management team.

Please refer to Sections 4.2.1.2 and 4.3.1.7.or more information on this risk management system.

Difficulty/failure to adapt services portfolio with sufficient speed to address market changes/disruptions

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 fall in Group sales and a downturn in its margin.

Risk management systems

We are currently addressing the business and operational objectives of the various CXOs of our clients (Chief Information Officer, Chief Sales Officer, Chief Marketing Officer, Head of Product Development, Head of R&D, Head of Manufacturing, Head of Supply Chain, etc.), proposing a transformational service offering enabling them to meet their objectives.

By regularly adapting and renewing the portfolio of service offerings, a specific focus is placed by the Group on incorporating technological developments and new client requests. In this respect, we have launched a portfolio of generative AI offerings.

The business lines are responsible for defining and steering their service offering in conjunction with the Group Chief Portfolio Officer. The Group Chief Portfolio Officer and his team are responsible for the methodology, consistency and orchestration of the various service offerings. This structure provides the Group with the agility necessary to incorporate changes in client and market expectations and adapt our service offering accordingly. To this end, the teams are working on three complementary areas: (1) identifying client needs and market expectations, (2) packaging offerings using go-to-market tools and (3) rolling out offerings through Centers of excellence and training programs for business line leaders, Account Executives, vendors and Business Developers.

Risks related to integration of significant acquisition

Risk factors

Capgemini regularly acquires companies of varying sizes to strengthen its presence in certain geographic areas or complete its industry portfolio or service offering.

Acquisitions always comprise a level of risk that may be tied to the financial solidity of the target, the complementarity of the businesses 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 departure of key employees, mobilize significantly the teams involved and, ultimately, not reach the objectives set and negatively impact the Group's financial results.

Risk management systems

The Merger & Acquisitions Committee, chaired by the Chief Executive Officer, examines acquisition projects in the course of identification, selection, assessment or negotiation.

Prior to each acquisition project, the Group performs due diligence procedures, notably to analyze the potential exposure of the target to the Group's critical risks, with the assistance of external consultants. These audits cover both financial aspects and the valuation of the target, as well as tax and legal, human resource, 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 resources dimension during integration and consequent handover to the receiving business unit within Capgemini. Integration plans for all acquisitions are presented to the Group Executive Board in special purpose reports.

Capgemini implements a robust centralized integration process founded on strong governance and teams tasked with aligning internal practices.

b) Operational risks

Loss and lack of cost competitiveness

Risk factors

In a highly competitive environment, intensified by inflation, constantly adapting production capacity to changes in the order backlog (type and complexity of projects, client's expectations from local to global delivery, increasingly short engagement completion periods, tight budgets and outcome based delivery) is a major challenge for a service group such as ours.

In terms of competitiveness, the main related risk factors are the constant and rapid changes in technology, changes in client business strategy, increased production costs, changes in remote and global working models, greater automation through generative AI powered assets & services, talent availability, increased investment in cybersecurity and sustainable 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 United States, on the location of certain resources in its territory, as well as regulatory changes in certain countries, notably concerning compensation issues. Technological developments could make it more difficult to secure specialist resources, increasing the cost of these rare profiles and requiring higher anticipation. The mastery of key technological assets is also critical for export control compliance and to avoid technological debt. Finally, cost increases due to inflationary pressure on salaries and operating costs (energy, real estate, computer hardware and critical technology solutions providers) are being closely monitored.

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, at both human resource and systems levels.

In terms of governance and organization, the LEAD project places greater responsibility on managers to know their markets and clients, 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 its operations. To this end, initiatives concerning the main production centers (India, Poland, etc.) were recently deployed to increase production capacity automation and agility. In addition, the Group has integrated generative AI into its operational processes to improve productivity and respond more effectively to competition and is also defining the critical priority Assets & Services supporting its operations to secure them.

At financial and operational level, many actions are implemented to preserve our margins and remain competitive: contractual clauses provide in some cases for price adjustments and the integration of certain cost increases, measures are taken to optimize our cost structure (salary costs, operating costs, energy costs, including the implementation of programs to produce our own energy).

To manage risk, we have launched initiatives regarding the extension of our global production sites, the use of data hub and cloud technology, industrial operating models, and shared services as well as the upgrading of our generative AI 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 by additional 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.

Despite the stringent control procedures that the Group applies in the project performance phase, it is impossible to guarantee that all risks have been contained and controlled. In particular, unavailable or limited key project expertise, human error, omissions, and infringement of internal or external regulations or legislation that are not, or cannot be identified in time, 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 order to ensure the high-quality performance of client projects. Project managers are therefore trained and certified accordingly, and the Capgemini Group is itself certified (CMM, ISO 9001, 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 the last 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 and particularly in fixed-price projects and Outsourcing (requiring long-term commitments, sometimes involving transfers of assets, staff and the 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. Client contract projects meeting pre-defined size and complexity criteria are the sole responsibility of 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 a monthly 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 initially approved;
―	permanently control compliance with contractual commitments - particularly billing and payment milestones.

In case of a significant deterioration in financial key performance indicators, the Group may conduct specific reviews (known as "flying squads").

c) Security risks

Cyber security risks

Risk factors

Elevated cybersecurity concerns in 2023 reflect growing recognition of a complex cyber risk landscape that is impacted by the exponential curve of technological advances, interconnected digital economy, increasing reliance on third parties and other market forces. Like other multi-national corporations, Capgemini is facing an increasingly challenging and dynamic cyber-environment in a world strongly shaped by geopolitical conflicts, rapidly changing cybersecurity threat landscape and evolving regulations.

Malicious entities, including individuals, criminal organizations, and state-sponsored groups, progressively employ intricate and sophisticated methods to compromise information system security. Operating collaboratively and adopting a structured approach, they leverage innovative technologies, incorporating artificial intelligence and use of cyberattack tool marketplaces. Their tactics specifically target human error, misplaced trust, insecure systems, and flawed processes, that pave the way for malicious acts such as data/identity theft or disclosure and infrastructure breaches, occasionally culminating in ransom demands.

Threats persist throughout the entire digital supply chain, with cybercriminals targeting digital service providers to infiltrate and gain access to their target companies. In today's extensive interconnected economy, there is a heightened risk of the dissemination of these threats and breaches to our clients or suppliers, and vice-versa. The ability to rapidly isolate from unsafe environments in a controlled manner has emerged as a critical operational concern.

Cybersecurity risk and its realization could lead to delays in our internal transformation programs, hinder our ability to deliver services, and result in significant costs impacting reputation and financial results. Moreover, dynamic shifts in laws, regulations, and standards at national, European and international levels, coupled with client contractual requirements, escalate the risk of non-compliance, particularly in the realms of cybersecurity (as an essential service provider) and data protection (as a data controller or processor).

Risk management systems

The Group ensures security of its tangible & intangible assets and compliance with its contractual commitments & any applicable legislation and regulatory provisions, implementing 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 as well as client facing systems. This dedicated governance structure is headed by a member of the Group Executive Board.

The Department constantly monitors cyber risk exposures. It comprises three sub-units:

―	Governance, Risk, and Compliance (GRC): The sub-unit rolls out a risk-based and programmatic approach to enhancing the cybersecurity posture of the Group. This approach involves designing, maintaining and implementing a group-wide Cybersecurity Management System; assess track and support the improvement of policy framework compliance across units;
―	Architecture: The sub-unit develops, establishes, and promotes architecture best practices and architecture principles ensuing "security by design";
―	Cybersecurity Operations: Anticipates, oversees, manages, and builds a consistent global response to security monitoring, incident response, and remediation.

The Group's Cybersecurity community comprises of the following governance model.

―	Group Chief Information Security Officer (Group CISO) leading the overall cybersecurity;
―	GIT CISO (internal IT) is responsible for updating standards, projects, solutions and processes guaranteeing security of workstations, data, systems, networks and applications;
―	the CISO in the Business Units are responsible for the deployment of policies and controls in service offerings, client projects and their internal information systems. In each country, CISO interacts with Data Protection Officer and local authorities;
―	Delivery Security Managers of strategic clients, guaranteeing application of Group policies & controls and compliance with our contractual commitments;
―	Data Protection Program: Brings together the central functions - Legal, IT, Cybersecurity, Operations and Procurement - to work on key projects to strengthen data protection and, in particular: roll-out and control of policies, incident and data leakage management, preparing ISO 27701 certification (Privacy Information Management System). A quarterly report is presented to the Group Executive Board;
―	Security Leadership Committee - To address global and transversal cyber and physical threats, Group has set-up a special purpose Committee, jointly led by the Group Chief Security Officer and Group Chief Information Security Officer. Bringing together the Group's central functions, this Committee controls joint initiatives and the necessary decisions.

Cyber security risks (continuation)

Cybersecurity policies are applied uniformly to all Group entities. These are founded on International Standard (notably ISO 27001 and US NIST- National Institute for Standards and Technology); also include components of the NIS (network and information security) Directive. They are supplemented by mandatory technical standards and security requirements.

ISO 27001 certification is mandatory for Delivery centers and Data Centers. In 2023, Group Cybersecurity successfully obtained the ISO 27001 certificate and is progressing on aligning all entities (existing 86 certificates) under one global ISO 27001 certification, for operational efficiency, cost optimization and alignment with industry leaders' standards.

A new mandatory Global Cybersecurity online module was launched in 2023, focusing on the latest cyber challenges and their countermeasures. Phishing simulation tests are in place to evaluate effectiveness of our awareness program and to ensure a uniform, standardized, and optimized process across the organization. Additionally, these tests are conducted at critical client projects as well.

At the operating level we stay highly vigilant about the security of networks and critical applications, which are protected via security rules meeting international standards combined with proactive vulnerability controls and intrusion tests.

Cyber security solutions are deployed and operated 24/7, few of illustrative controls are firewalls, anti-malware, access controls, encryption, threat and data leak detection, email security. A security operation center is deployed; working 24X7 and implemented on a "Follow the Sun" model to continuously monitor threats to Group's cyber assets and ensure optimal management of any abnormal events and security incidents. This infrastructure and the related services are also leveraged to support client to provide best practices, thought leadership and crisis management support.

A Cyber-Risk Index is managed to assess exposure to cyber risks quantitively from different perspectives: technology obsolescence, training & awareness, internal audits findings, user behavior, third parties risk management. The index is calculated monthly for each entity, aggregated to Group level, and get reported to the Management Boards. It is also correlated with several Cyber rating agencies assessing the internal management system and external internet exposure. This approach forms part of our ESG Policy (Environment, Social, Governance).

To keep up with the ever-evolving cybersecurity context, Capgemini has significantly improved its cybersecurity preparedness. With solid investment in leading Zero-Trust technologies, we position the Company among the most mature, at scale, on the market. With implementation of Zero Trust Model, identity and application management has been strengthened, deterring intrusion attempts and reducing its impact. Enhanced cyber security protection measures are provided on a contractually agreed basis as required in context of strategic and high-risk client delivery.

With regards to business continuity, Group has implemented business continuity procedures in the event of a cyberattack or interruption to IT services. Group cybersecurity executes crisis simulations regularly to review the plans, validates its completeness and improves its maturity from learnings achieved in such tests.

Occupational safety risk/personal security/travel security

Risk factors

Capgemini is a global leader with close to 340,000 employees in more than 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, war, etc.) or business travel in geopolitically unstable countries or geographically hazardous zones (with a risk of accident, kidnapping, etc.) 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 accelerated by the health crisis, can reduce certain risk situations, they may also generate new risks particularly 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 security of 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.

Group Security and the Group Security Center, with local support from country security officers, accompany employees and managers 24/7 during their travel across the globe.

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 that must be familiarized and followed have been drawn up for each "at risk" country in which the Group conducts engagements in order to satisfy the demands of its clients.

In addition, contracts have been agreed with organizations specialized in managing these risks to:

―

independently assess the level of safety and security risks in each country. Accordingly, after analysis, some countries are subject to strict travel bans, while travel to other countries is authorized subject to some accommodations. The risk is regularly reassessed based on the political, social, climate and health situation in the countries;

―

inform employees of:

―	the level of risk in the country they are traveling to and the precautions to be taken, and any measures to be implemented prior to leaving and after arrival,
―	the various "at-risk" events at any given time in the country where they are going or are already present,
―	the appropriate conduct if they are faced with a serious incident;

―

provide 24/7 assistance to employees if necessary (psychological support, emergency medical assistance, security, repatriation, etc.).

All employees working in a foreign country receive specific training to raise awareness of specific situations to be taken into account during the foreign assignment.

All employee trips to "at-risk" countries are closely monitored and compliance with the various clearly defined protocols and communiques is verified.

In parallel, Group Security, in tight coordination with CRES (Corporate Real Estate Services) and local management, monitors access security to its buildings and those of its clients.

Employees can download a mobile app to send emergency messages in the event of danger or an immediate need. This app notifies the Company to accompany employees and potentially provide assistance at the same time as local emergency services.

For more information on the Group's Health and Safety at work policies, please refer to Section 4.3.1.7 of this document.

d) Legal and regulatory risks

Data Protection failure

Risk factors

The acceleration of artificial intelligence and the ongoing digitalization of businesses make data central to the strategy of Capgemini and its clients. Data can indeed be used to better anticipate and manage company activity. However, to fully leverage the value of data, applicable legal data protection requirements must be met.

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 clients in accordance with applicable regulatory requirements.

This expectation is all the more important as legislators continue to tighten requirements applicable to personal data processing. For a long time, this regulatory rigor mainly concerned Europe but it has now been extended to numerous jurisdictions. Many non-EU countries have adopted laws to define rules applicable to personal data processing. This is the case in particular for Switzerland, Brazil, Thailand and certain US states. Post-Brexit, the United Kingdom adopted its own regulatory framework applicable to personal data processing and more recently, India also adopted a personal data protection law.

The geopolitical context also heightens the risk of cyberattacks. As mentioned previously, 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 their information systems. At the same time, in the event of a confirmed incident, both Capgemini and its clients are required to notify the authorities of any security breaches or data violations. Legal requirements in this area are being defined and developed, supported by the set-up of national authorities responsible for cybersecurity.

In addition, the Group must make sure that its successive acquisitions are aligned with its data protection policies and procedures.

Finally, data protection is now a major component of our Group's ESG strategy. All players focus particularly on the Capgemini data protection program to support the approach with regard to Group governance.

Risk management systems

To meet the applicable legal requirements covering the protection of personal data it processes on its own behalf and that of its clients, the Capgemini Group adopted the Binding Corporate Rules (BCR) approved by European authorities in 2016 and updated in 2019 and 2023 to reflect the requirements of the General Data Protection Regulation 2016/679 as well as the changes brought about by the Schrems II ruling (C-311/18) delivered by the Court of Justice of the European Union invalidating the Privacy Shield. The BCR represent our general data protection policy. Capgemini undertakes to comply with laws that would require a higher level of protection than that defined in the BCR.

This policy is implemented by a robust network of Data Protection Officers across the countries and regions where Capgemini is located, led by a Group Data Protection Officer. Each member of our data protection network is required to complete the mandatory data and cybersecurity training program. Over 70% of our Data Protection Officers are certified by the International Association of Privacy Professionals. This network is supported by champions representing the functions and Global Business Lines, who are responsible for adapting the Group policy within their respective scopes.

The Group also monitors changes in legislation and constantly incorporates them into its compliance program. Accordingly, 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. It aims to protect individuals by incorporating confidentiality right from the early stages when developing products, services, business practices and physical infrastructures. Control measures have therefore 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.

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. Faced with these challenges, the Group continuously strengthens its data protection procedures, especially by taking into account the risks associated with generative AI.

Data security incidents and data losses are managed through a policy drafted jointly with the cybersecurity team. The purpose of this 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.

Major contract exposures and liabilities (pre-sale and service delivery)

Risk factors

The Group operates in a competitive environment and must take certain risks in its contractual commitments. The Group has concluded and signed numerous contracts that necessitate compliance with strict requirements.

Contractual risks may be high when the Group's liability for failing to fulfill certain obligations is unlimited, or when there is no liability protection clause, particularly in relation to services affecting Cybersecurity, Data Protection, Health and Safety and the environment, and when the rights of third parties are not respected. It should be noted that unlimited liability clauses may be included in client contracts in specific cases, even if Capgemini policy is to refuse such commitments.

In a constantly changing regulatory environment, the significant proportion of projects to digitize clients' key businesses exposes the Group to new potentially higher liability. These risks include and concern data protection and security (see Data privacy, Section 4.4.3 of this document) and the development of new service offerings (artificial intelligence, Internet of Things, big data, etc.).

Finally, risk can also stem from unfavourable conditions inherited from existing contracts negotiated by targets acquired by Capgemini, which we have been unable to amend.

In addition to liabilities to our customers arising from failures to comply with contractual and regulatory requirements, the Group may also incur financial penalties and other losses.

Risk management systems

The Group has updated its contracting policy and issued "The Winning Contracts Principles", which identify issues exposing the Group to particular risk and which identify the particular functions which must review them. In the event of derogation from accepted standard positions, prior to accepting such risks, the relevant function must raise them at the relevant contract review. These principles have been reviewed to ensure they remain relevant and properly cover any emerging contractual risks. Criteria determining when it is necessary to report to the Group Review Board have also been defined for contracts identified by the Group as presenting a particularly high level of risk due to their size or complexity or if they are subject to particularly onerous terms and conditions. In respect of certain risks, the Group Legal Department and the Group Review Board are the only entities authorized to approve derogating clauses following a thorough review of their potential impact.

During the pre-sale phase, the Business Risk Management dedicated structure, in conjunction with the Legal Department or the relevant functions, is in charge of analyzing the risks associated with the most complex projects, including their contractual terms. Throughout the contract term, it regularly assesses the risks identified during this phase and oversees implementation of the action plans and mitigation measures defined, under the responsibility of the Business Units. There is a robust review process for replies to tender offers, including notably a review of contractual and operating risks and the identification 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 network of dedicated lawyers 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 the past 12 months a material impact on the Group's financial position or 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).

Non-compliance with laws and/or adverse changes to regulations

Risk factors

The Group is a multinational Company operating in several countries and providing services to clients who, in turn, operate around the world 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), environmental, health, security and cybersecurity obligations and employment legislation, stock market regulations (Market Abuse, non-financial reporting) or any changes to taxation (e.g., transfer pricing).

The sheer diversity of local laws and regulations applicable and the constant changes therein expose the Group to a risk of infringement of 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 level to protect its activities or to ensure adherence by employees to internal rules can only provide reasonable assurance and never an absolute guarantee against such risks. Rising geopolitical tensions and the deglobalization of worldwide trade, combined with an acceleration in new regulations applicable to the Group's businesses in the major regions where it operates, and greater complexity, results in increasingly demanding requirements throughout the world.

Non-compliance with legal or regulatory provisions may lead to financial repercussions or criminal sanctions for the Group.

Risk management systems

The Group adopted a Code of Business Ethics to strengthen and roll-out an ethical culture within the Group promoting behavioral integrity. This Code defines, explains, and formally documents the Group's values, action principles and rules of conduct and behavior concerning employees, business integrity, commercial relations, Group and third-party assets, and Corporate Social Responsibility.

The Group has implemented detailed policies covering anti-corruption, conflicts of interest, insider trading, human rights and anti-trust and data protection laws. The Group also has a tax policy, cybersecurity and personal safety policy guidelines and a program covering embargoes and economic sanctions.

The various Group functional departments contribute to the risk management system in their activities, calling on a network of officers in the countries where the Group is present. Several steering committees have been set up to oversee the implementation of risk management policies covering regulatory non-compliance.

In particular, the Group has implemented a Compliance Program covering the fight against corruption and money laundering, duty of care, competition, sanctions, and embargoes as well as data protection. This Program is facilitated by a Compliance Committee headed by the Compliance Officer in close conjunction with the Legal Department, which monitors and coordinates the actions of the various functions relating to these regulatory issues. A global network of local Ethics & Compliance Officers located in the Group's main geographies assists the Compliance Department and the Ethics Department in implementing their policies.

The Group also 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.

For more information on governance and the Group's management policy for non-compliance risks, 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 presented in Section 3.1.2. Finally, Group governance and initiatives managing Health and Safety risks and risks relating to labor law regulations are presented in Section 4.3.

e) Human Capital risks

Failure to attract, develop and retain key talents and 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 technical expertise necessary to the performance of the projects on which they work. In particular, this requires a strong reputation in the employment market, ensuring fair appraisal and promotion procedures as well as the professional development and retention of our employees and continuously monitoring employee well-being in a rapidly changing context.

The development of new services based on mastering new technologies (cloud, digitization, artificial intelligence, etc.) in a highly competitive environment can create tension in the talent market for certain types of profile or certain expertise. This tension can be aggravated by salary inflation.

The loss of talent or a team could also follow accidental events, an acquisition or a change in Group or entity management.

Similarly, the Group could be affected by the unexpected departure of 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 or developing 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 quality of its Human Capital 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 and specific action plans are established based on identified results.

The engagement and sense of belonging of Group employees are closely monitored, notably as part of changes in working conditions following 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).

We also believe that it is our responsibility to support the well-being of our employees in our hybrid work environment and identify sources of improvement or development. We therefore built a baseline platform dedicated to employee well-being, the Virtual Well-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, healthy and sustainable organization.

Furthermore, our human resources management information system rolled out globally by the Group Human Resources Department ensures the comprehensive management of all processes concerning the management of high-performing individuals and enabling a uniform approach to monitoring performance, compensation packages (benchmarks and market analyses), the career plans of 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. Adapting employee skills in line with changes in technology and market requirements is at the core of our business and anticipating talent shortages in certain areas of expertise (such as SAP or generative AI) is key. Training and the emphasis placed on skills development, identifying and retaining talent over the long-term and employee mobility, founded on career and succession management, are therefore at the heart of our talent management strategy.

The Group has implemented several measures to limit the impact and occurrence of risks to individual safety. (See Personal security and occupational safety risks, Section 4.3.1.7. of this document).

For more information on the Group's human resources policies, please refer to Section 4.3.1.3 of this document.

f) Reputation risks

Crisis management failure

Risk factors

Numerous events of varying nature could arise and lead to a major crisis for the Group. Through benchmark and observation of crises arisen in international companies these last years, it seems that most of them, causing significant damages, are mainly related to "bad buzz" and reputation-related issues, sensitive and personal data leak, cyberattacks, geopolitical tensions and natural disasters.

The Group's image (in traditional media, social media, etc.) is important 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 key assets, that is its employees, tangible or intangible assets and reputation. This could therefore affect the Group's credibility and trust 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 and mainly those relating to employee safety, project performance, information systems and service continuity contribute to preventing the risk of crisis management failure and significantly reduce the Group's exposure to reputation risk, amongst others.

In particular, since 2011, the Group has implemented a solution for measuring and monitoring conversations on Group brands on social media. Internal social media may also be monitored to best respond to employee comments. Finally, in order to strengthen governance rules covering the activities of Group employees on internal and external social media, a social media code of conduct was also issued, and a related mandatory e-learning module is accessible from the intranet 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.

Since 2020, the Group is working on establishing a general approach consistent with the best practices and crisis-related norms. In 2021, the creation of a Security department at Group level mainly sought to strengthen governance. In 2022 and 2023, the Group consolidated the organization and implementation of crisis management guidelines to enable a rapid and effective response to major and sensitive events in the Group support functions and, in the countries, where the Group is present. From 2024, a Group Crisis Management Plan considered as general guidelines to be rolled-out across the countries will be published. Dedicated staff in the Group's countries will be appraised of this crisis management system and a first crisis simulation - involving Group and countries - will be conducted to test the effectiveness of the organization and processes defined. To this end, the department intends to capitalize on the operational crisis management capabilities demonstrated daily by the Group, as well as the lessons learned from recent crises, which demonstrated the Group's resilience know-how.

Unethical behavior

Risk factors

At Capgemini, ethics extend beyond legal requirements. They also relate to the Company's role, its values and its culture. We recognize that ethics may be influenced by changes in mentalities that express new societal expectations and that may require behavioral changes within companies, in many cases before these become law. Examples include exemplary management conduct, respect for employees, and the fairness of decisions concerning them, management of conflicts of interest, the requirement for transparency in internal communications, and the purpose of the products and services we provide.

Changes in our offering portfolio, for example, notably relating to the growing 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 litigation and costly fines). It could also undermine our position as an employer of choice and the commitment of our employees as well as that of our external stakeholders, who increasingly support companies with a strong ethical culture. Finally, unethical behavior in Capgemini's businesses or commercial relations that impacts individuals, could also have a negative effect on the respect of human rights.

Risk management systems

Capgemini has operated according to seven core values since its creation in 1967. While these core values include honesty and trust, the Group is not immune to displays of unethical behavior by employees and managers, and such actions could cause lasting damage to the Group's reputation. The Group therefore put in place an independent "Ethics" function in 2009 to maintain and foster our ethical culture and constantly improve our ethical approach, both within the organization, and in dealings with third parties.

In 2023, for the eleventh 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's Ethics function reports to the Chief Ethics Officer, 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, fostering an ethical culture, and driving the implementation of Capgemini's commitment to human rights through a dedicated program.

The Group's Code of Business Ethics sets out the cultural reflexes already firmly embedded in Capgemini. It is supplemented by detailed guidelines, notably on our commitment to respecting human rights, to promoting our "speaking up culture", to managing conflicts of interest, and to proposing ethical artificial intelligence solutions.

As a services company, the Capgemini Group is fully committed to protecting and promoting human rights within its own workforce, supply chain, and its relations with its clients and the local communities in which it operates. Our human rights policy sets out this commitment to key human rights issues.

All employees receive training on the Code of Business Ethics through an e-learning program, completely revamped in 2020 and now assigned annually: Ethics@Capgemini. This e-learning is introduced by a video from our Chief Executive Officer and presents our values and ethical principles using a modern and modular approach. It includes additional modules focused on key ethical issues such as understanding conflicts of interest, speaking-up and non-retaliation, and ensuring a harassment-free work environment (including prevention of sexual harassment and discrimination). In January 2023, a new module on our human rights commitments was launched alongside the new Ethics@Capgemini campaign for all employees. This module raises awareness of Capgemini's human rights commitments and how they are implemented across the Company. Through these training sessions, all employees acknowledge that they have received the Group's policies (Code of Business Ethics, SpeakUp, Conflicts of Interest, and Human Rights policies) and undertake to follow the guidelines set out in these policies. Frequent additional training sessions, both face-to-face and via webinars, are held at local level by the Ethics & Compliance Officers to raise employee and manager awareness of appropriate - and inappropriate - behaviors, both within the Company and with external stakeholders.

In 2022, Capgemini developed a human rights assessment questionnaire for each country to examine all aspects of our operations and assess where there is more exposure to human rights impacts. This assessment questionnaire aims to provide a broad understanding of the actions already implemented and identify gaps and areas for progress with regard to promoting and protecting human rights. A pilot test has already been conducted in India, which accounts for 50% of our workforce, and the human rights assessment questionnaire is currently being deployed in other countries.

Unethical behavior (continuation)

Capgemini communicates regularly on the Group's values and its "zero tolerance" policy towards unethical behavior. The "tone from the top" of leaders and managers on the importance of our values and alignment with ethical principles is promoted and communicated at all levels of the organization.

The Group's ethical helpline, SpeakUp, enables employees and all external stakeholders to report unethical behavior related to the Group's activities and ask questions to obtain advice when faced with an ethical dilemma. All alerts are investigated by the Ethics Department and its local officers (General Counsels, Ethics & Compliance Officers, SpeakUp investigators). Substantiated alerts result in appropriate sanctions.

The management of conflicts of interest in line with our Conflicts of Interest policy was strengthened with the implementation of a specific tool, Declare, rolled out across 39 countries in 2023 to cover ~93% of the Group's workforce. It will continue to be rolled out across remaining countries in 2024.

Finally, as an ethical leader, we are committed to ensuring that artificial intelligence operates within an ethical framework offering tangible benefits, while developing trust in its use. We have published a Code of Ethics for artificial intelligence to integrate ethical considerations into the development of AI solutions. One of Capgemini's human rights commitments concerns protecting human rights through an ethical approach to AI solutions.

For more information on the ethics and human rights framework, please refer to Section 4.3.2 of this document.

3.2.2 Emerging risks

Faced with a constantly changing world, Capgemini anticipates, assesses, and mitigates its exposure to risk. The risk mapping is a key tool in this approach, providing an overview of the various vulnerabilities to which Capgemini may be exposed. The Group identifies and studies weak signals and emerging risks that could have a significant impact on its activities or value chain in the mid- to long-term. The in-depth analysis of studies published by international socio-economic watch bodies, forward-looking reports by insurance and reinsurance companies and information resulting from discussions with the main stakeholders is equally important, as it helps place these emerging risks in context. As Capgemini also helps its clients anticipate and control these risks, they represent an opportunity for the Group and are regularly reviewed in accordance with the systematic and dynamic risk management process described in Section 3.2.1.

Emerging risk	Description	Risk factor	Risk mitigation
The rapid deployment of generative artificial intelligence	Generative AI can generate content in addition to analyzing and acting on existing data.	Generative AI will transform numerous jobs and create new ones in both our organization and our clients' organization.	We rely on our in-house expertise and continue to develop it to create solutions based on artificial intelligence, to help our clients take advantage of the full potential of generative AI while managing their risks. We adopt a flexible and forward-looking approach to investing, alongside our partners, in technology and AI.
	Generative AI is used in our client engagements to analyze data and improve productivity and can be integrated into special purpose solutions. It also contributes to improvements in our internal processes.	From a societal point of view, generative AI threatens to exacerbate social divides and raises challenges for democracy and human rights, particularly as its workings lack transparency and results may be inappropriate or biased.	Our Group has defined a code of ethics for the use of generative AI and the related contractual principles.
	According to a study by the Capgemini Research Institute, around one-fifth of organizations expect generative AI to cause significant disruption and nearly three-quarters of organizations remain convinced that generative AI is an opportunity rather than a risk.		Our vision of AI is driven by our ethical culture. As a leader in digital transformation, we are committed to adopting AI within a framework of trust, by developing a Code of Ethics for AI.
			This Code of Ethics addresses both the purpose of the AI solution and how we integrate ethics into the design and delivery of AI solutions and services to our clients.
			We train employees and raise their awareness of potential risks associated with generative AI through training.
The resurgence of social and geopolitical tensions	After decades of economic integration, the world faces the risk of social and geopolitical fragmentation.	Present in more than	The Group has deployed its activities around the globe to increase its resilience in the event of geopolitical conflicts affecting one part of the world.
	Geopolitical tensions, intensifying trade friction, and increasing sanctions are affecting companies and their value chains.	50 countries, the commitment of our employees and partners could be impacted by a resurgence of geopolitical and social tensions.	In addition, the Security department coordinates local teams to ensure the safety and security of our teams, implementing crisis management processes and deploying tailored business continuity plans.
	At the same time, governments are also facing increasing pressure due to economic constraints, inflation, and demographic and environmental challenges, resulting in growing mistrust in society of institutions.	The Group could face risks of deteriorating employee safety and economic instability in the regions where it is present.	Adopting socially responsible business practices to positively contribute to local communities also helps alleviate social tensions by strengthening links with local stakeholders.

3.2.3 Corporate & Social Responsibility Materiality Assessment

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) the impact on the Group's objectives and strategy, (2) the financial impact, (3) the impact on people in terms of Health and Safety, (4) the impact on Compliance, and (5) the reputational impact. The probability has been weighted based on the Sustainable Development Goals Index per country (first worldwide index to assess where each country stands with regard to achieving the Sustainable Development Goals) and stakeholder 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 the assessment of likelihood.

The consultation with internal and external stakeholders carried out in 2021 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 results of this work were presented to the Group Compliance Committee and the 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:

Material topics (2021 update)	ESG macro risks	Group critical risks	Sections
People engagement	- Deterioration of Labor relations		4.3.1.5
Talent attraction, retention & development	- Insufficient development and maintenance of skills ^*	- Failure to attract, develop and retain key talents and executives	4.3.1.3 4.3.1.3
	- Failure to attract, develop and retain and/or loss of key talents and Executives/ Managers ^*
Diversity & Inclusive Environment	- Diversity	Non-critical risk for the Group	4.3.1.4
Health, safety & well-being	- Personal security and occupational safety risks ^*	- Occupational safety risk/personal security/ travel security	4.3.1.7
Digital Inclusion Contribution to local development	- Digital Inclusion	Non-critical risk for the Group	4.3.3
Climate change Environmental management	- Climate change (transitional risk)	Non-critical risk for the Group	4.2
Helping clients achieve their sustainability goals
Sustainable growth
Natural disasters	- Country/political risk & natural disasters	- Country/political risk & natural disasters	3.2.1
Data Privacy	- Data Protection failure ^*	- Data protection failure	4.4.3.1
Cyber Security	- Cyber risks ^*	- Cyber security risks	4.4.3.2
Compliance Responsible Purchasing	- Non-compliance with labor or environmental laws	- Non-compliance with laws and/or adverse changes to regulations	4.4.2
Values and ethics Human Rights	- Unethical Business	- Unethical Business	4.3.2

^* These risks have been identified as priority risks requiring specific action plans.

4 4.1 Capgemini ESG pledge: leveraging technology for the benefit of all

4.1.1 Driving sustainable impact through ESG ambition and policy

[GRI 2-22]; [GRI 2-24]

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.

Guided by our published ESG policy, which incorporates eight material ESG priorities and 11 specific objectives, we aim to drive positive changes in every facet of our operations.

Environment

―	Priority A: Act on climate change by being carbon neutral by 2025 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 talents through a unique experience, 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 for mutual growth
―	Priority H: Protect and secure data, infrastructure and identity

In 2021, we published our ESG Policy which is the guide for an effective 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.

As a Group, we believe that digital transformation should benefit all of humanity and we intend to be a benchmark in terms of our contribution 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 at the very heart of our purpose: "Unleashing human energy through technology 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 the 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 our clients for a shared success. We are committed to upholding the highest standards of governance and ethics, and fully subscribe to the key principles of sustainable development, namely, inclusivity, integrity, stewardship, and transparency.

ENVIRONMENT

OBJECTIVES

―	Be carbon neutral for our own operations no later than 2025 and across our supply chain by 2030, and committed to becoming a net zero business by 2040
―	Transition to 100% renewable electricity by 2025, and electric vehicles by 2030
―	Help our clients to save 10 m tCO ₂ e by 2030

SOCIAL

OBJECTIVES

―	Increase average learning hours per employee by 5% every year to ensure regular lifelong learning
―	40% of women in our teams by 2025
―	5M beneficiaries supported by our digital inclusion programs by 2030

GOVERNANCE

OBJECTIVES

―	30% of women in executive leadership positions in 2025
―	Maintain best-in-class corporate governance
―	Maintain over 80% of the workforce with an Ethics score of between 7-10
―	By 2030, suppliers covering 80% of the purchase amount of the previous year, will have committed to our ESG standards
―	Be recognized as a front leader in data protection and cybersecurity

METRICS	2019	2022	2023	2025 target	2030 target
• Absolute scope 1 and 2 emissions in tCO ₂ e	153,877	18,916	13,328 √		-80% (vs 2019 baseline)
• Employee Commuting emissions per headcount (average total headcount) (tCO ₂ e/head)	1.08	0.36	0.50 √		-55% (vs 2019 baseline)
• Purchased goods and services - Scope 3 in tCO ₂ e	299,887	365,650	349,522 √		-50% (vs 2019 baseline)
• Business travel emissions per headcount (average total headcount) (in tCO ₂ e/head)	1.26	0.40	0.50 √		-55% (vs 2019 baseline)
• Total energy use - % of electricity from renewables	28%	88%	96% √	100%	100%
• tCO e savings delivered for our clients	-	-	-		10 m tCO e

METRICS	2019	2022	2023	2025 target	2030 target
• Average completed Learning Hours per headcount at the end of the year, trained during the reporting period (in hours)	41.9 (C)	51.4	53,8 √
• % of women in the workforce	33.0% (C)	37.8%	38.8% √	40%
• Cumulated number of Digital Inclusion beneficiaries (since 2018)	29,012 (C)	1,899,744	4,376,777 √		5,000,000

METRICS	2019	2022	2023	2025 target	2030 target
• % of women in Executive leadership positions	16.8% (C)	24.4%	26.2% √	30%
• MSCI ESG rating on Corporate Governance	-	Rating achieved	Rating achieved √	Top quartile of MSCI ESG rating compared to industry peers
• % of the headcount (average total headcount), with an Ethics score of between 7 and 10	-	87%	86%	>80%	>80%
• % of new vendors above 50K euros spend committed to the ESG Standards enforced by Supplier Standards of Conduct commitments	-	55%	40%		80%
• Cyber Rating agencies - CyberVadis score (out of 1,000)	-	942	958 √	940-95 Top 3% pe	0 /1000 former
• Cyber Rating agencies - RiskRecon score (out of 10, 6-month average)	-	7.7 (B)	8 (B) √	A rating
• Cyber Rating agencies - BitSight (out of 900, 6-month average)	-	730 - Basic	718 - Intermediate √	740+/900 Advanced	800+/900 Advanced
• % DPO (number of DPO at the end of the year) certified with one of the external official certifying bodies (worldwide scope)	-	65%	72% √	95%
• % of revenues associated with client engagements triggering processing of personal data subject to an end-to-end digital maturity assessment	-	79%	79%	80%

4.1.1.1 ESG is fully embedded in our corporate strategy and our value creation model

As a key pillar of our strategic ambition and value creation model, ESG is intricately woven into our organization.

We are committed to helping our clients achieve their net zero objectives in addition to reducing our own environmental impacts. As a people-oriented business, we work with our stakeholders to have a positive impact throughout our value chain, and monitor and reduce potential negative impacts. We are committed to Corporate Governance best practices and policies that serve the long-term interests of Capgemini and its stakeholders.

We ensure that sustainability is as the heart of our business offerings to enable organizations to meet their environmental obligations for a sustainable future. Therefore, our new offering goes from structurally transforming IT in terms of consumption habits and ways of working, to empowering clients to create a culture of sustainable digital economy.

We take a holistic approach to identify a company's emission hotspots and reduce their environmental impact. We leverage new technologies like Internet of Things (IoT), Artificial Intelligence (AI), Virtual Reality (VR), and Analytics to address the environmental challenges of an organization, thereby enabling efficient data capture, evaluation and analysis, monitoring and control, and supporting decision making.

Our business model is presented in detail in Section 1.3.1 of the Universal Registration Document.

In 2023, in our relentless pursuit of sustainable excellence, we recognized the imperative of understanding and mitigating our impacts. We conducted an analysis, scrutinizing our operations through the lenses of socio-economic considerations, carbon footprint and biodiversity loss. This rigorous analysis allowed us to assess the tangible effects of our business activities and their contribution to local communities, employment opportunities, and societal well-being. Simultaneously, a meticulous examination of our carbon footprint provided insights into our environmental impact, enabling us to identify areas for improvement and carbon reduction initiatives. Additionally, we delved into the realm of biodiversity loss, exploring the implications of our operations on ecosystems and undertaking measures to safeguard and restore biodiversity where needed.

This impact analysis not only serves as a reflective snapshot of our progress, but also as a dynamic blueprint for future endeavors. It will be a strong base to set our priorities and objectives as we update our ESG policy in 2025.

4.1.1.2 Committed to help achieve 11 Sustainable Development Goals

In September 2015, all 193 Member States of the United Nations adopted a plan for achieving a better future for all - laying out a path over the next 15 years to end extreme poverty, fight inequality and injustice, and protect our planet. At the heart of "Agenda 2030" are the 17 Sustainable Development Goals (SDGs) which clearly define the world we want - applying to all nations and leaving no one behind.

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	Target	Capgemini contribution	More details
Environment
7	Target 7.2: "By 2030, increase substantially the share of renewable energy in the global energy mix"	We are committed to transitioning our own electricity supply to 100% renewable by 2025 and through our membership of the RE100, we are a vocal supporter of the acceleration of renewable electricity markets and support our clients in their renewable energy transitions. In 2023, 96% of our electricity came from renewable sources.	Section 4.2.1.3
		We also help some of our clients implement smart grids that handle renewables or move data centers to cloud providers that are 100% powered by renewable energy.	Section 4.2.1.4
			Section 4.2.3
9	Target 9.4: "By 2030, upgrade infrastructure and retrofit industries to make them sustainable, with increased resource-use efficiency and greater adoption of clean and environmentally sound technologies and industrial processes, all countries taking action in accordance with their respective capabilities"	We are committed to working with clients in the public and private sectors to increase their sustainability and resource efficiency, with a target to help our clients save 10 million tons of CO ₂ e. We help them redesign their industrial and supply chain footprint processes, implement best-in-class planning methods to limit material waste, water and energy consumption and CO ₂ emissions in networks. We also promote circular business models through reversible supply chain and manufacturing operating models. Finally, we support clients in the definition and implementation of their sustainable IT roadmap - including more sustainable moves to cloud.	Section 4.2.2
			Section 4.2.3
11	Target 11.6: "By 2030, reduce the adverse 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 above 340,000 people, many of whom live and work in cities, the decisions we make 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, with targets to reduce GHG emissions by 55% per employee by 2030 and 90% by 2040. We are also ensuring the sustainable management of waste.	Section 4.2.1.3
		We also support our clients in measuring, monitoring and improving their environmental performance about air quality, GHG emissions, water management and energy sobriety.	Section 4.2.1.4
		To help our clients limit employee commuting, we implement remote maintenance of their infrastructures and state-of-the-art digital workplaces.	Section 4.2.3
12	Target 12.2: "By 2030, achieve the sustainable management and efficient use of natural resources"	We have an impact on advancing resource efficiency and supporting the circular economy, primarily through the decisions on what we buy, how we use, re-use and dispose of resources. We are committed to reducing total waste per employee by 80% by 2030 (baseline year 2019) and to reducing to zero the amount of waste that goes to landfill.	Section 4.2.2.1
		At the same time, we support clients in monitoring and reducing their natural resources impacts.	Section 4.2.3
13	Target 13.3: "Improve education, awareness-raising and human and institutional capacity on climate change mitigation, adaptation, impact reduction and early warning"	Our sustainability program is oriented around a goal to drive strong action on climate change. We are committed to improving education, building capacity, and raising awareness of climate change both throughout our workforce and with our clients. In 2023, we continued our sustainability upskilling ambition, driven by our virtual Sustainability Campus. In April 2023, we ran a "Skill Up for a Sustainable Future" global campaign to coincide with Earth Day and followed with a re-release of the Campus in November 2023 to include role-based sustainability upskilling in the context of our new positioning, "Our Business to Planet Learning Journey." We also help our clients launch sustainability academies within their organizations, to ensure the onboarding and upskilling of their employees, to enable a deep sustainability transformation.	Section 4.2.1.3
		We also help our clients in creating a culture of sustainability and upskilling their employees by launching their own sustainability academies. And we design their role-specific processes and metrics to enable teams to action the ESG strategy as part of their day-to-day work and ensure a deep sustainability transformation.	Section 4.2.3
Social
3	Target 3.8: "Achieve universal health coverage, including financial risk protection, access to quality essential healthcare services and access to safe, effective, quality and affordable essential medicines and vaccines for all"	We are committed to providing a stimulating, fulfilling and safe professional environment to all our employees and we pay particular attention to their physical and mental well-being. As we are operating in a hybrid working model it is crucial to ensure employees feel navigated and included and part of the Company culture wherever they are working from. To this end, 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 our employees to evolve and thrive.	Section 4.3.1.2
			Section 4.3.1.3
			Section 4.3.1.8
4	Target 4.4: "By 2030, substantially increase the number of youth and adults who have relevant skills, including technical and vocational skills, for employment, decent jobs and entrepreneurship"	Through our Digital Literacy programs, Capgemini is committed to providing digital skills to the most excluded, while providing access to digital tools to the most disadvantaged. Our Digital Academy programs focus on providing specialized training in IT and ITES to disadvantaged populations with the aim of accelerating their social and economic independence.	Section 4.3.3
		We have ensured that all our employees in more than 50 countries have equal access to the same high quality and inclusive learning opportunities through heavy investments in world-class digital learning technologies. More than just providing our people with resources to succeed, we also prioritize on-going skills development at all levels of the organization to make sure that our employees develop lifelong learning habits that will serve them well both at Capgemini and in everyday life, while ensuring their employability to meet demanding market requirements.	Section 4.3.1.3
5	Target 5.1: "End all forms of discrimination against all women and girls everywhere"	Capgemini has zero tolerance to discrimination and pays special attention to potential bullying or harassment of women, including sexual harassment. Capgemini ensures that women employees benefit from equal opportunities of getting hired, trained, promoted and rewarded, and fully take part in corporate life and in decision making processes at all levels, as equals of men. One of our objectives set out in the ESG policy is to reach a minimum of 40% of women in our teams and 30% in Executive leadership positions by 2025 to enhance a diverse, equal, and inclusive work environment.	Section 4.3.1.4
	Target 5.5: "Ensure women's full and effective participation and equal opportunities for leadership at all levels of decision-making in political, economic and public life"		Section 4.3.2.5
			Section 4.4.1.2
	Target 5.b: "Enhance the use of technology, in particular information and communications technology, to promote the empowerment of women"	Capgemini is committed to opening Science, technology, engineering, and mathematics (STEM) careers to more women. To this end, we have several Digital Literacy initiatives hosted under our ACE of STEM program that are designed to spread awareness and inspire girls and young women to pursue careers in technology. Aside from ensuring a fair representation of women among our trainees, we have also designed several Digital Academies entirely dedicated to women.	Section 4.3.3
8	Target 8.5: "By 2030, achieve full and productive employment and decent work for all women and men, including for young people and persons with disabilities, and equal pay for work of equal 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 and well-being in the workplace.	Section 4.3.1
		We are committed to facilitating the inclusion and progression of people with disabilities, neurodivergence or suffering from long or chronic illness in the workplace.
		The Group rewards individual and collective performance with a remuneration model that is competitive, motivating yet flexible, and offers equal remuneration for an equivalent role, level of expertise, seniority, and performance.
	Target 8.6: "By 2020, substantially reduce the proportion of youth not in employment, education or training"	We reached above 340,000 employees at the year end and 14.8% of our headcount is aged under 25.	Section 4.3.1.3
		Through our Digital Academy program, Capgemini contributes to the upskilling of disadvantaged populations on topics such as 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 through internships or full-time positions.	Section 4.3.3
	Target 8.7: "Take immediate and effective measures to eradicate forced labour, end modern slavery and human trafficking and secure the prohibition and elimination of the worst forms of child labour, including recruitment and use of child soldiers, and by 2025 end child labour in all its forms"	We comply with the Universal Human Rights Declaration of 1948 and the International Labor Organization's Declaration on fundamental principles and Rights at Work (ILO Declaration) refusing the use of forced and child labor and human trafficking. Capgemini published its human rights policy setting up its 10 commitments on particular human rights issues.	Section 4.3.1.5
	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"	We have a dedicated mandatory e-learning module on human rights available for all our employees.	Section 4.3.2
			Section 4.4.2
10	Target 10.2: "By 2030, empower and promote the social, economic and political inclusion of all, irrespective of age, sex, disability, race, ethnicity, origin, religion or economic or other status"	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 4.3.1.4
		We actively onboard and promote diverse profiles, with 40.2% women among our new recruits and 4,015 people with disability. In the US, the representation of under represented minorities is 15.1% and we have taken the commitment to reach 20% by 2025. Our network uniting our LGBT+ employees is active in 26 countries.
		We encourage all Capgemini employees to contribute to our Diversity & Inclusion (D&I) strategy and culture of inclusion through their participation to Employees Networks.
		Through our Digital Academy and Digital Literacy programs, the Group contributes to the economic and social inclusion of disadvantaged populations. It includes NEET (Not in Education, Employment, or Training) youth, refugees, marginalized groups, women, elderly, ex-offenders, people with disabilities, etc.	Section 4.3.3
Governance
16	Target 16.5: "Substantially reduce corruption and bribery in all their forms"	Our zero tolerance for corruption underpins our anti-corruption program. It is part of Capgemini's commitment to society reflected in the 10th principle of the UN Global Compact, which Capgemini first signed in 2004: Businesses should work against corruption in all its forms, including extortion and bribery. The member companies of this program support and comply with ten principles in the areas of environment, human rights, labor rights and the fight against corruption.	Section 4.4.2.1
	Target 16.b: "Promote and enforce non-discriminatory laws and policies for sustainable development"	Since 2015, Capgemini has implemented the Supplier Standards of Conduct, which formalize the standards that will be applied and enforced in its business relationships with its partners and suppliers. The terms of the Standards of Conduct define prerequisites regarding ethics and compliance, Corporate Social Responsibility, and sustainable development, and ensure that our suppliers are committed to supporting our ESG priorities.	Section 4.3.2
		In 2021, Capgemini published its Human Rights Policy setting up its 10 human rights commitments across our full value chain.	Section 4.4.2.4

4.1.2 ESG governance and organization

[GRI 2-12]; [GRI 2-13]; [GRI 2-14]; [GRI 2-16]

Since 2021, we have set up a clear ESG governance and organization to structure and implement both our Group ESG policy, and local ESG programs.

4.1.2.1 The Board of Directors

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 are 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 - Environmental Sustainability, Diversity & Inclusion, and Digital Inclusion - corresponding to four of our eight ESG priorities) has been entrusted to the Strategy & CSR Committee of the Board since the end of 2018. This Committee also ensures consistency in the consideration of social and environmental aspects in the Group's main strategic orientations. 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 in line with our CSR strategy. For further details, refer to Section 4.4.1 on Corporate Governance.

The Ethics & Governance Committee verifies the implementation of good governance rules within the Group and proposes to the Board initiatives aimed at guaranteeing the excellence of its Corporate Governance practices. It articulates and prioritizes selection criteria for possible candidates to become a Director, taking account of the balance and diversity of the composition of the Board of Directors as well as experience and expertise present on the Board, including ESG expertise (refer to Section 2.1.3 - Composition of the Board for further information). 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 program and complies with the rules and conventions governing human rights and fundamental freedoms in the exercise of its activities. Each year, one Board meeting is devoted to governance, based on a report from the Ethics and Governance Committee.

The Compensation Committee ensures that the Chief Executive Officer implements a policy of non-discrimination and diversity, notably with regard to the balanced representation of men and women in the Group governing bodies (Executive Committee and Executive leadership positions in particular). It also makes proposals to the Board regarding the fixed and variable compensation of the Company's Executive Corporate Officers, including long-term incentive instruments, all of which include ESG criteria (refer to Section 4.4.1 on Corporate Governance, and Chapter 2).

Finally, the Audit and Risk Committee ensures that the major risks 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 and updated by the Group Risk Committee. The Audit and Risk Committee is responsible for ensuring the existence of risk management and internal control systems and monitoring their efficiency. Each year, one Board meeting is devoted to risk monitoring, based on a report from the Audit and Risk Committee.

Every year, the Board conducts an assessment of its composition and activities. Every three years, this assessment is performed by an external consultant. The role and work of the Board of Directors and its Committees in 2023 are presented in more detail in Sections 2.1 and 2.2 of this Universal Registration Document.

4.1.2.2 The ESG organization

Mr. Olivier Lepick, General Secretary, leads a centralized ESG team working with key corporate functions, business teams and geographies to structure our ESG priorities, monitor our performance and progress, guide local teams to speed-up both client and corporate innovative solutions, and manage our internal and external 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. The ESG Steering Committee comprises nine members of the Group's Executive Committee.

Consistent, unified, and resolutely client-focused, Capgemini ESG organization draws on the Group's full range of expertise and develops synergies between businesses, offerings, and geographical areas. 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, such as our net zero Board for example, to leverage energies on each of our eight 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.

Focus on Corporate Responsibility governance and organization

In January 2023, Mr. Cyril Garcia, was appointed as head of Global Sustainability Services and Corporate Responsibility. In this new role he is responsible for the integration of sustainability across Capgemini portfolio of client services, as well as driving the Group's own sustainability agenda. Mr. Cyril Garcia is also responsible for Capgemini's Corporate Social Responsibility activity. He remains a member of the Group Executive Board.

Ms Shobha Meera, Chief Corporate Responsibility Officer, is responsible for executing the Corporate Responsibility, also referenced as CSR (Corporate Social Responsibility) strategy for the Group. She is a member of the Group Executive Committee and reports to Mr. Cyril Garcia.

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. It comes to life through a network of CSR leaders and teams at country-level in main geographies and in Business Lines, who in turn orchestrate this effort through Employee Resource Groups, Affinity Networks and colleagues across the business. Country Boards or equivalent management teams comprising of representation from all 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 is through 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.

4.1.3 Value chain stakeholders' approach and engagement

[GRI 2-6]; [GRI 2-28]; [GRI 2-29]

4.1.3.1 Capgemini value chain

Capgemini's success is built upon its ability to establish trusting relationships with each of its stakeholders up- & down-stream.

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

4.1.3.2 Stakeholders engagement

As a committed player in the regions where we operate, the Group strives to communicate regularly with all parties including clients, suppliers, investors, partners, and members of civil society to ensure that digital and technological transformation is a source of long-term growth for all. This dialog enables us to offer solutions that are best adapted to the needs of each stakeholder whether we have regular or occasional interactions.

The Group has set up an Advisory Board, chaired by Mr. Paul Hermelin and made up of technology experts selected for their ability to deliver a strategic vision and echo the expectations of our clients.

Attentive to what our talents are saying, our Pulse digital platform collects comments anonymously through regular surveys. More than 140,000 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 (refer to Section 4.3.1.3).

SpeakUp, our ethics helpline made available to our team members, customers, suppliers, and business partners, empowers people to report alerts, and ask for advice and guidance about actions or behaviors that are (1) not aligned with our values and ethical aspirations, (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 (refer to Section 4.3.2.5).

Our global "Voice of the Client" program, covering our priority clients, enables us to broaden and deepen the way we assess our clients' experiences in multiple dimensions.

Regarding shareholders, in addition to regular interactions with mainstream investors on ESG topics, the Group participated in several ESG events as 3 conferences in 2023 to present and discuss the Group's ESG policy, priorities and objectives.

In 2023, the Company's Shareholders' Meeting was held in-person format, while being broadcasted live on the Company's website. This event is a key opportunity for communicating between the Company and its shareholders. This live streaming reflects a commitment to openness, accountability and inclusivity, fostering a greater sense of engagement among shareholders and stakeholders.

In addition, for several years now, Capgemini has organized governance roadshows with its investors prior to Shareholders' Meetings to discuss their expectations and 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 Board of Directors of any contacts he may have in this respect. (see Section 6.5 for more information on dialog with shareholders).

4.1.3.3 Committed for a positive impact for our stakeholders

a) Share value throughout our value chain

Capgemini ensures that profit value is shared between stakeholders.

VALUE CREATION

Revenues

€22.5 billion

Purchased goods and services

€3.5 billion

Value added

€19 billion

VALUE ADDED SHARING

b) Our socio-economic, carbon and biodiversity footprint

In November 2023, we published our first socio-economic and environmental footprint assessment of our 2022 activities. The objective of this study is to put Capgemini activities into perspective in terms of global employment and economic wealth creation, carbon footprint and biodiversity loss (https://investors.capgemini. com/en/wp-content/uploads/sites/2/2019/05/Capgemini-2022-footprint-report.pdf).

This study covers 99% of Capgemini revenues. It provides a complete overview of both the direct impacts of our activities and the impacts across the entire value chain of the Group. It is based on internationally recognized methodologies and tools:

the Local Footprint model © using "Input-Output" tables and the "reverse matrix" concept invented by Mr. Wassily Leontief, who was awarded the Nobel Prize for Economics; the Global Biodiversity score developed in 2020 by CDC Biodiversité, and the Capgemini Carbon Accounting System, which is ISO 14001:2015 certified.

Based on the main flows injected by Capgemini (restated added value, wages, purchases, and taxes), the Group supported 1.4m jobs worldwide and generated €43bn in Gross Domestic Product (GDP). The consulting/technical experts sector accounts for 29% of jobs, mainly due to direct jobs at Capgemini (25%) and purchases from subcontractors (4%). As the majority of Capgemini headcount works in India, agriculture accounts for 31% of induced jobs as this industry is labor-intensive in this country.

Capgemini activities contribute mainly to the following pressures: climate change, land use and ecotoxicity. Our static impacts represent the share of ecological debt for which Capgemini can be held responsible. Ecological debt corresponds to the cumulated past degradation which occurred between an unaltered environmental state and today's observed altered state of biodiversity. The terrestrial realm represents 279 Mean Species Abundance.km ² (MSA, a metric characterizing the intactness of ecosystems over an area), equivalent to the surface area of 3 times Paris. The freshwater realm represents 19 MSA.km ² , equivalent to the surface area of 15 Olympic swimming pools. The dynamic impacts, representing additional biodiversity degradation caused by one year of activity, account for a terrestrial realm of 6 MSA.km ² , equivalent to the surface area of 850 rugby fields.

To deal with these issues, Capgemini invests significantly in a range of projects to protect and enhance biodiversity, e.g. planting over one million trees.

We provide insight into our carbon footprint. Our 2022 data is presented against our 2019 baseline year. The information is based on the environmental data we gathered from Capgemini entities in 38 countries, which covered 99.5% of our global operations in 2022. The final 0.5% is extrapolated to report a complete estimate.

Our focus is on ensuring we have the most sustainable buildings, that we operate them with optimum energy efficiency, and that we transition rapidly to renewable electricity. We are committed to reducing both business travel and commuting emissions per employee by 55% by 2030, compared to 2019. We remain committed to acting beyond our value chain to help limit atmospheric greenhouse gas concentration.

c) Our commitments in our policies address our stakeholders expectations

Capgemini strives to be a valued member of the communities in which it operates. Hence, we have policies in place to ensure we continue to operate our business safely, ethically, respecting human rights and aligned with the highest environmental and business conduct standards.

The table below synthesizes for our stakeholders, how our various policies address their material issues.

Policies	Business partners	Financial community	People	Clients	End-users	Civil society
ESG Policy	X	X	X	X		X
Anti-corruption Policy	X	X	X	X		X
Code of Business Ethics	X	X	X	X	X	X
Code of Ethics for AI	X	X	X	X	X	X
Competition Laws Policy	X	X	X	X		X
Conflict of Interest Policy	X		X
Data Protection Policy	X		X	X	X	X
Diversity and Inclusion Policy	X	X	X			X
Employee Relations Policy		X	X	X		X
Environmental Policies	X		X	X		X
Human Rights Policy	X	X	X	X	X	X
Supplier Standards of Conduct	X			X

Policies	Public authorities
ESG Policy
Anti-corruption Policy	X
Code of Business Ethics	X
Code of Ethics for AI	X
Competition Laws Policy	X
Conflict of Interest Policy
Data Protection Policy	X
Diversity and Inclusion Policy	X
Employee Relations Policy	X
Environmental Policies
Human Rights Policy	X
Supplier Standards of Conduct	X

d) Other public commitments

We also advocate for and reach 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 with ten principles in the areas of environment, human rights, labor rights and the fight against corruption.

1. Environment

We have been signatories of the UN Global Compact's "Caring for Climate" initiative since its inception in 2007.

We are 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.

We signed a joint letter along with over 170 CEOs to European heads of state calling on them to increase emissions reduction targets to ensure they reach their net zero target by 2050.

We are a member of the RE100, committing to transition 100% of our electricity to renewable sources by 2025.

Science Based Targets initiative (SBTi) validated our carbon reduction targets as being in line with the new Corporate Net-Zero Standard, one of the first in our sector.

We are a founding member of UN's Race to Zero campaign - a coalition of leading net zero initiatives.

We signed the Business Ambition for 1.5 °C targets.

We joined the World Economic Forum's Alliance of CEO Climate Leaders, a global community of Chief Executive Officers, who catalyze action across all sectors and engage policymakers to help deliver the transition to a net zero economy.

We are 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 are a corporate alliance member of the WEF's 1t.org and are committed to planting 20 million trees by 2030 to help fight climate change and support biodiversity.

We are a member of the European Green Digital Coalition, a group of companies committed to supporting the Green and digital transformation of the EU.

We became a signatory of the European Commission's Sustainable Consumption pledge, reaffirming our commitment to acting on climate change and increasing the circularity of our business.

We are a member of the LEAF Coalition, aiming to halt deforestation by financing large-scale tropical forest protection.

We became a member of the First Movers Coalition for carbon removal, committing to contract at least 50,000 tons or $25m of durable and scalable net carbon dioxide removals by the end of 2030.

2. Social

Capgemini is committed to protecting and preserving human rights in accordance with the Universal Declaration of Human Rights, the International Labour Organization's Declaration on Fundamental Principles and Rights at Work with its core conventions and the UN Guiding Principles on Business and Human rights.

In 2020, we joined the "Valuable 500", a global CEO community revolutionizing disability inclusion through business leadership and opportunity.

We are a member of the International Labour Organization's "Global Business and Disability Network".

We have been signatories of the Women's Empowerment Principles since 2011, resulting from an alliance between UN Women and UN Global Compact.

Capgemini is committed to standing in solidarity with the LGBT+ community. In 2022, our CEO signed the UN Standard of Conduct for Business, tackling discrimination against LGBT+ people.

Capgemini is a founding member of the World Economic Forum's Partnering for Racial Justice in Business initiative.

3. Governance

We refer to the AFEP-MEDEF Corporate Governance Code for issuers listed on the Paris Stock Exchange since its initial publication in 2008.

We follow the principles and concepts of the < IR> Framework, which the International Accounting Standards Board (IASB) and the ISSB assumed responsibility for when the Value Reporting Foundation merged with the IFRS Foundation in August 2022.

We have been signatories of the Paris Call for Trust and Security in Cyberspace since its inception in November 2018.

4.1.4 Double materiality assessment and ESG risk management

[GRI 3-1]; [GRI 3-2]; [GRI 3-3]

[SASB TC-SI-550a.2]

4.1.4.1 Capgemini ESG risks mapping

In 2021, the Group reviewed its ESG risk (and risks specific to its duty of care obligations) mapping across the Group's entire value chain, covering its own activities, its subsidiaries, customers, suppliers, and subcontractors, undertaken in 2020 through consultation of internal and external stakeholders. For more details, refer to Chapter 3.

This updated risk mapping exercise identified twelve ESG macro risks. For each material topic and ESG risk, we set out the policies implemented to mitigate them, and detailed the results of these policies through specific key performance indicators.

The Group functions that played a key role in identifying and controlling major risks include ESG, Internal Audit, Ethics & Human Rights, Compliance, CSR, Finance, Risk & Insurance, Legal, Human Resources, and Security & Mobility.

The table below mentions the Sections where those topics are described.

Material topics (2021 update)	ESG macro risks	Group critical risks	Non‐financial metrics	Sections
People engagement	Deterioration of labor relations	Failure to attract, develop and retain and/or loss of key talents and key executives	- Average Completed Learning Hours per headcount at the end of the year, trained during the reporting period	4.3.1.5
Talent attraction, retention & development	Insufficient development and maintenance of skills ^*		- Average Completed Learning Hours, including learning in the flow of work, per headcount at the end of the year, trained during the reporting period (millions of hours)	4.3.1.3
	Insufficient development and maintenance of skills ^*		- Number of external hires - Number of hires through acquisitions
	Insufficient development and maintenance of skills ^*		- % of annual average headcount voluntary attrition
	Insufficient development and maintenance of skills ^*		- % of annual average headcount total attrition
	Insufficient development and maintenance of skills ^*		- Group engagement score - Aggregate average Engagement Score (from 0 to 10)
	Insufficient development and maintenance of skills ^*		- Group engagement score - Actively engaged employees (% of the respondents with Engagement Score 7-10)
	Failure to attract, develop and retain and/or loss of key talent and Executives/ Managers ^*			4.3.1.3
Diversity	Diversity	Non-critical risk for the Group	- Headcount at the end of the year by gender - % of women in the workforce - % of women in entry level positions - % of women in junior management positions - % of women in all management positions (including junior, middle and top management positions) - % of women in Executive leadership positions - % of women in the Executive Committee - % of women among new Vice-Presidents (internal promotions and external hiring) - % of women in management positions in revenue-generating functions - % of women in revenue‐generating functions - % of women in STEM-related positions - Total number of headcount with disabilities, at the end of the year	4.3.1.4
& Inclusive Environment
Health, safety & well-being	Personal security and occupational safety risks ^*	Risks related to personal safety and security	- % of travelers in "medium/high" risk countries, who have followed the safety/security procedure (Snapshot process)	4.3.1.7
	Personal security and occupational safety risks ^*		- Assistance Activity - Total number of assistance interventions for travelers and/or expats
	Personal security and occupational safety risks ^*		- Number of serious events affecting employees to be monitored (terrorist attacks, flooding, tornadoes, civil unrest...)
Digital inclusion & Contribution to local development	Digital Inclusion	Non-critical risk for the Group	- Number of Digital Academy graduates	4.3.3
			- Number of Digital Academy graduates hired by Capgemini
			- Number of Digital Literacy programs beneficiaries
			- Total number of Digital Inclusion beneficiaries (Digital Academy + Digital Literacy + Tech for Positive Futures)
			- Cumulated number of Digital Inclusion
			beneficiaries (since 2018)
Climate change Environmental management	Climate change	Non-critical risk	- Absolute Scope 1 and 2 emissions (tCO ₂ e)	4.2
Helping clients achieve their sustainability goals	(transitional risk)		- % of reduction of absolute scope 1 and
Sustainable growth			2 emissions (vs 2019 and vs previous period)
			- Purchased goods and services - Scope 3 (tCO ₂ e)
			- Total emissions (tCO ₂ e)
			- % change total emissions vs 2019 baseline
			- Total emissions per headcount (average total headcount) (tCO ₂ e)
			- % of change of emissions per headcount
			(vs 2019 and vs previous period)
			- Employee commuting emissions per headcount (average total headcount) (tCO ₂ e)
			- Business travel emissions per headcount (average total headcount) (tCO ₂ e)
			- Total energy use - % of electricity from renewables
			- Energy efficiency (MWh/m ² )
			- Operations covered by ISO 14001 - % of headcount covered (headcount at the end of the year)
			- Operations covered by ISO 14001 - % of sites covered (number of sites at the end of the year)
Natural disasters	Country/political risk & natural disasters	Country risks/ Political risk and natural disaster		3.2.1
Data Privacy	Data Protection failure ^*	Risks related to personal data protection	- % of headcount (total headcount at the end of the year) who completed the e-learning module on Data protection	4.4.3.1
Cybersecurity			- Number of requests from individuals or organizations, exercising their rights under the GDPR
			- Number of law enforcement requests for user information
			- Number of users whose information was requested by agencies and employees responsible for enforcing laws, maintaining public order, and managing public safety
			- % of law enforcement agencies requests (annual number of requests) resulting in disclosure
			- Number of substantiated complaints concerning breaches of customer privacy and losses of customer data
			- Number of data breaches notified as data controller to competent Data Protection Authorities
			- % of revenues associated with client engagements triggering processing of personal data subject to an end-to-end digital maturity assessment
			- % of DPO (number of DPO at the end of the year) certified with one of the external official certifying bodies (worldwide scope)
			- Amount paid to individuals or organizations in the context of a data protection claim against the Company processing their personal data
	Cyber risks ^*	Cyber risks	- Level of compliance with the Group Cybersecurity Baseline Policy (grade out of 10)	4.4.3.2
			- % of headcount (total headcount at the end of the year) who completed the mandatory e-learning module and training program on Cyber risk
			- Cyber Rating agencies - SecurityScorecard (rating)
			- % of operation centers and sensitive facilities at the end of the year, ISO 27001 certified
			- Cyber Rating agencies - CyberVadis score
			(out of 1,000)
			- Cyber Rating agencies - RiskRecon score
			(out of 10, 6-month average)
			- Cyber Rating agencies - BitSight
			(out of 900 - 6-month average)
Compliance	Non-compliance with labor or environmental laws	Non-compliance with laws and/or adverse changes to regulations	- % of headcount (total headcount at the end of the year) who completed the Ethics@Capgemini e-learning module on the Code of Business Ethics, Anti-corruption policy, and Competition law policy	4.4.2
Responsible procurement			- Number of fines paid as a result of legal proceedings associated with anti-competitive behavior
			- Number of legal actions pending or completed during the reporting period regarding anticompetitive behaviors and violations of anti-trust and monopoly legislation in which the organization has been identified as a participant
			- MSCI ESG rating on Corporate Governance
			- % of new vendors above 50K euros spend committed to the ESG Standards enforced by Supplier Standards of Conduct commitments
Values and ethics	Unethical business	Unethical behavior	- % of the headcount (average total headcount), with an Ethics score of between 7 and 10	4.3.2
Human rights			- Number of alerts reported on SpeakUp, as per the last day of each year
			- % of alerts reported on SpeakUp, as per the last day of each year, that are no longer subject to action (closed)
			- % of alerts reported on SpeakUp for which the reporter's identity is unknown, as per the last day of each year
			- % of alerts closed that are established/proven, as per the last day of each year
			- Number of discrimination alerts, as per the last day of each year
			- % of the discrimination alerts closed that are established/or proven, as per the last day of each year
			- Number of harassment alerts (including sexual harassment), as per the last day of each year
			- % of the harassment alerts closed that are established or proven, as per the last day of each year

^* 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 4.4.2.5.

Moreover, the Group has identified and studied the weak signals and emerging risks that could have a significant impact on its activities and value chain in the medium and long term. (See Chapter 3 - Section 3.2.2 Emerging risks).

4.1.4.2 Double materiality assessment

In 2021, the Group updated its materiality assessments, pursuant to which the Group considers economic, social, environmental and governance topics to be "material" if they have, or may have, a substantial effect on the Group's ability to create or protect value. This is determined by considering their effect on the Group strategy, governance, performance, or prospects.

Our materiality assessment approach was based on:

―	the identification of our list of potentially material topics (developed in 2018), by analyzing industry sources and reporting guidelines (including integrated Reporting, GRI standards and SASB standards), conducting media and peer reviews and assessing our potential 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;
―	the 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 the importance and ranking of topics in their relationship with Capgemini;
―	the conduct of surveys and questionnaires to collect internal stakeholder perspectives within management and a sample of employees representative of the Group's demographics, with a particular focus on assessing the potential impact of each topic on Capgemini's ability to create and protect value.

This exercise demonstrates a strong level of alignment between the views of internal and external stakeholders, gathered independently through consultation with a strong emphasis on climate change and people engagement.

In 2022, the Group reorganized its material topics to be aligned with the upcoming Corporate Sustainability Reporting Directive (CSRD) requirements on double materiality, which has two dimensions: impact materiality and financial materiality.

We analyzed how Capgemini is affected by its dependence on the availability of economic, environmental and social resources, independently of its potential impacts on those resources.

For Capgemini,

―	a sustainability matter is material from an impact perspective when it pertains to the material actual or potential, positive or negative impacts on people or the environment over short-, medium- and long-term time horizons. Impacts include those connected with Capgemini own operations and upstream and downstream value chain, including through its products and services, as well as through its business relationships;
―	a sustainability matter is material from a financial perspective if it triggers or could reasonably be expected to trigger material financial effects on Capgemini. This is the case when a sustainability matter generates risks or opportunities that have a material influence, or could reasonably be expected to have a material influence, on Capgemini development, financial position, financial performance, cash flows, access to finance or cost of capital over the short-, medium- or long-term; and
―	a topic can be material from both perspectives.

Hence, we assessed each identified 2021 material topic using these definitions to structure the following double materiality matrix:

Of the 23 material topics, 17 are directly related to ESG.

The materiality assessment will be updated in 2024.

4.2 Environment: managing sustainability challenges

As a responsible business, we are determined to play a leadership role in ensuring technology creates a sustainable future. We drive internal change across every aspect of our operations, while helping our clients address their own environmental challenges. We also team up with our partners and suppliers, start-ups, policy-makers, governments and academics, to make sustainable progress together aligned to the goals of the Paris Agreement.

4.2.1 Climate change mitigation and adaptation

[GRI 201-2]

[SASB TC-SI-130a.3]

The United Nation Environment Programme (UNEP) Emissions Gap Report 2023 shows that with the current policies in place, the world is headed for 2.9°C of global warming. Full implementation of the current unconditional pledges would reduce this to 2.5°C. This is by no means sufficient to meet the targets of the Paris Agreement and the window to take urgent climate action is rapidly closing. Only an urgent system-wide transformation can avoid climate disaster. According to UNEP, in order to limit global warming to below 1.5°C, global greenhouse gas (GHG) emissions must be reduced by 42% by 2030 (vs 2015).

Conscious that we have an important part to play, Capgemini has set targets to reach net zero by 2040, which have been validated by the Science Based Targets initiative as being aligned with the Corporate Net Zero Standard. We continue to make strong progress both in decarbonizing our business and collaborating across our supply chain to drive change and improvement. Our efforts in this area have been recognized once again by CDP (Carbone Disclosure Project) with a position on the CDP Climate Change A List.

TCFD reference

Thematic areas	Sections
Governance	4.2.1.1
Strategy	4.2.1.3
Risk Management	4.2.1.2
Metrics & targets	4.2.1.3

4.2.1.1 A specific governance dedicated to climate change challenges

a) Net zero governance

With our net zero ambition, a reinforced governance structure has been implemented to support the development of our program.

The Net Zero Board provides executive level governance for our environmental sustainability program, with responsibility for monitoring climate risks and reviewing, debating, and approving climate and sustainability policies and practices for the Group. The Board comprises of our Group CEO together with other members of the Group's Executive Committee and is chaired by our Head of Global Sustainability Services and Corporate Responsibility, a Group Executive Board member. Core membership includes the Chief Financial Officer, the Chief Corporate Responsibility Officer, the Group Head of Environmental Sustainability and the CEO of Capgemini India (which accounts for more than half of the Group's headcount and is the largest contributor to our greenhouse gas emissions). The Net Zero Board meets on a quarterly basis.

The Board is supported by a Cross-Function Sustainability Committee which brings together leaders from key functions such as Corporate Real Estate, Group IT and Group Procurement with key members of the Group Sustainability team to ensure delivery of the strategy. The Cross-Function Sustainability Committee meets on a quarterly basis.

A Net Zero Management Committee provides governance for the Environmental Management System (EMS), targets and data, and delivery of the net zero program. The Net Zero Management Committee meets on a monthly basis.

On a day-to-day basis, the Group's long established Environmental Sustainability team is driving change across all levels of the business, working in partnership with key organizational functions such as Corporate Real Estate, IT, and Procurement. In addition, there is a dedicated team of global and local experts looking after the EMS, making sure that the strategy is translated into action plans and closely monitored. Read more about our EMS in the following Section.

Capgemini commits that any advocacy activities we undertake directly or indirectly are consistent with the goals of the Paris Agreement.

Our Group CEO, the Group Executive Board, the Group Executive Committee and the Board of Directors are all consulted and involved in key decisions relating to our sustainability program. Ultimate executive responsibility for material decisions relating to the program sits with the CEO, Mr. Aiman Ezzat.

b) Management Systems

Our net zero program is underpinned by two key management systems that are essential for managing and monitoring our activities and for taking informed decisions:

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Our global Environmental Management System (EMS) provides a framework for managing the environmental performance of our business, ensures we have the right measures and governance in place to manage our operations efficiently and monitors our legal compliance. 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, environmental experts who make sure that we manage all our environmental risks and impacts effectively and remain compliant with all legal and regulatory requirements. The Capgemini global ISO 14001 EMS supports operations in 34 countries, covering over 340,000 employees. In 2023, we extended the scope of already certified countries to cover nine new sites, meaning a new total of 292 sites. This means that overall, based on headcount, 98% of the Capgemini group is certified under ISO 14001.

Metrics	Unit	2019	2022	2023
Operations covered by ISO14001 - % of headcount covered (headcount at the end of the year)	%	80%	94%	98% √
Operations covered by ISO14001 - % of sites covered (number of sites at the end of the year	%		68%	73% √

√	Data identified in these tables by a √ has been reviewed by Mazars with a reasonable level of assurance.

The Group operates a certified ISO 50001 Energy Management System covering France, Germany, Netherlands and the UK, with India holding a local certificate. In 2023, we extended the scope of ISO 50001 certification to cover Germany and Italy, adding 52 more sites this year, and resulting in ISO 50001 being in place across 119 sites. Also, the Group 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. Work continues to transition local certifications into the Group Management System and certificate. Further expansion of ISO 14001, ISO 50001 and ISO 45001 is being planned for 2024.

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Our Carbon Accounting System provides a comprehensive data set concerning our carbon impacts, with millions of data points collected and analyzed on an ongoing basis. Having one centralized team and system responsible for gathering, processing, and reporting data helps us maintain a high level of consistency and data quality. We use this extensive data set to enable a very granular view of greenhouse gas emissions, and to help us pinpoint opportunities to reduce emissions. In 2023, we have been further expanding the coverage of our carbon accounting by adding operations in Columbia and United Arab Emirates to our reporting. We now collect information from Capgemini entities across 40 countries, covering more than 99.8% of our global operations, and the data for the remainder <0.2% being estimated. We continue to capture and report data monthly for our biggest countries (representing over 75% of the Group's office and travel emissions), and for the largest sources of emission enabling faster engagement with the data and results. We also maintain a series of interactive dashboards for 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.

4.2.1.2 Impacts of climate-related risks and opportunities for our business

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 and ensure we have a strong and resilient strategy to respond to these. 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 from the most disruptive transitional impacts of climate change, it is nonetheless essential that we understand and are ready to respond to potential climate risks and opportunities across our whole value chain. We have been assessing our climate risks for over a decade, but have significantly evolved this process in the last three years, increasing our focus on transition risks and launching a TCFD-aligned risk identification process at both a country and global level. In 2024, we will launch a refreshed series of climate risk workshops with key stakeholders across the Group, making more extensive use of climate scenario analysis and improving our quantification of the financial impacts of climate risks specific to Capgemini.

a) Risk Identification & Assessment Process

The risk identification and assessment process is led by the global sustainability team in collaboration with the Group Risk function and draws on the expertise of key function areas (Corporate Real Estate Services (CRES), legal, HR, compliance, procurement, business continuity), as well as key market units and business areas. The process to date starts with preliminary analysis, focusing on insights from leading sustainability organized, including the Intergovernmental Panel on Climate Change (IPCC), International Energy Agency (IEA) and country-level Nationally Determined Contributions (NDCs) to understand physical climate hazards, national and regional policies, targets and commitments and public sentiment towards climate change. In parallel, we analyze the climate risks and opportunities facing key sectors and key clients that we serve (downstream), as well as suppliers and partners who are crucial to our delivery (upstream), in order to understand potential knock-on impacts for Capgemini. Through this process, we also seek to improve market intelligence and identify potential opportunities.

Once the preliminary analysis is completed, we invite a selection of key stakeholders from the leadership teams to take part in workshops. These are run for key countries and regions, and at a global level, in collaboration with our Group Risk & Insurance department. Participants invited cover different parts of the value chain and usually include operational leads including the Chief of Operations, the Legal and Financial Directors, the Heads of Risk, Procurement, HR, Corporate Real Estate Services and Sustainability, as well as representation from key market units and business areas. We share the findings from the background research, introduce two climate scenarios (in most cases we present a 1.5°C aligned scenario and a 4°C scenario, detailed below) and complete a facilitated brainstorming exercise to explore a wide range of potential risk scenarios and key opportunities with respect to our own operations and our value chain. A long list of potential risks is drawn up out of this exercise.

The participants of the risk identification workshops then review the identified risk scenarios individually (drawing on their own experience and knowledge, and to ensure diverse perspectives) and assess the impact and likelihood of each riskscenario according to the Group Risk criteria. The impact assessment focuses on assessing the maximum potential impacts on business strategy & objectives, the Group's finances (revenue, cash flow, operating margin), reputation, compliance, as well as the security & safety of its people. The participants then assess the likelihood of these impacts being experienced firstly over a short- to medium-term time horizon (up to 5 years), and then separately over a long-term time horizon (6-15 years). The same set of criteria are used to assess climate risk as are used with all types of risk, to ensure the results can be integrated into the Group Risk management system. Based on the assessment results, risks are grouped and prioritized and the participants brought together to review and challenge the results, discuss any anomalies and to agree on the final assessment and prioritization of risks, as well as identify risk owners who can take responsibility for the risks going forward.

b) Identified climate risks and opportunities

Risk area	Key climate risks	Description of Impacts (and any variance under climate scenarios)	Control measures
Increased extreme weather and natural disasters due to climate change	1. The increase in extreme weather events (heat waves, storms, flooding) and chronic climatic changes (droughts, rising temperatures, increased rainfall) could result in ill health, reduced productivity and (over the longer term) migration of employees.	Natural disasters in India are considered amongst Capgemini's critical risks (see Section 3.2.1).	Control measures are described in more detail in Section 3.2.1 (under Section Country risks, political violence & natural disasters), including:
	2. The increase in extreme weather events (heat waves, storms, flooding) could result in damage to offices and increased insurance premiums.	The high proportion of the workforce based in India (over 50%) combined with the country's vulnerability to climate change means the risk exposure is higher in India than elsewhere. Disruption to telecommunications or data center infrastructure through extreme weather events, reduced employee productivity and ill health could all result in delivery disruption. The financial implications of this could include service level penalties and liquidated damages for the client as well as loss of revenue due to delivery failure. With strong control measures in place and careful forward-looking planning around delivery locations, the likelihood of this being experienced is significantly reduced.	- a rigorous monitoring system is deployed to detect events as early as possible;
	3. If our delivery is too concentrated in areas exposed to extreme weather (or perceived to be), this could result in delivery disruption & loss of revenue or missed opportunities.	Over the 15-year time horizon we have looked at, there is no significant divergence in the risk impacts in 1.5°C scenario vs a 4°C scenario.	- employees are equipped with the technology and virtual collaboration skills to connect from any location;
	4. If our suppliers are disrupted by extreme weather or chronic climatic changes, this could result in delivery disruption (particularly in terms of data centers and telecommunications networks).		- delivery is distributed across a large number of production sites and duplication of telecommunication networks helps ensure service continuity;
			- strong business continuity planning is in place across the Group (in India where this risk is most significant we have an ISO 22301 certified system);
			- a strong focus is placed on supporting employee health and well-being (refer to Section 4.3.1.7);
			- an ISO 14001 certified management system is covering 98% of Group headcount with strong monitoring of environmental risks at site level.
Increased climate-related regulation	1. Failure to comply with rapidly increasing legislation and disclosure requirements, could result in reduced access to investment or litigation.	The diversity of local laws and regulations affecting Capgemini globally makes it a complex task to manage rapid regulatory changes, which are more likely in a 1.5°C aligned scenario given the scale and pace of change needed. Non-compliance with legal or regulatory provisions could lead to criminal sanctions, reduced access to investment or reputational damage. The likelihood of a major non-compliance is relatively low, given the stringent control measures in place.	Our general approach to managing the risks associated with evolving regulations is described in
	2. Carbon pricing could result in higher operating costs.	The application of an external price on carbon is virtually certain, though the impact on our business is considered to be low, particularly when mitigation actions to reduce carbon emissions are considered. To be more precise, if applied to all our energy-related emissions, a carbon price aligned to 1.5°C scenario (200 USD/tonne) could add up to 37 M€ to our operating costs. If applied to our travel costs too, the additional cost could be up to 99 M€ in total (these figures are based on 2019 baseline emissions to give a view of the unadjusted risk before the impact of pandemic and before mitigating actions have been taken).	Section 3.2.1 Non-compliance with laws and/or adverse changes to regulations.
			In addition through our
			ISO 14001 certified Environmental Management System we keep track of all legal requirements at a country or site level and define appropriate action plans to respond.
			Controlling the Group's carbon emissions is the key priority in terms of carbon pricing, with a strategy to reach net zero by 2040. Specific measures to reduce the emissions associated with energy and travel are described in more detail below in Section 4.2.1.3 but include increasing the proportion of renewable energy, reducing energy consumption through a global energy command center and reducing business travel emissions.
Shifting markets in a rapidly changing world	1. Failure to align our sustainability program with external expectations (in terms of guidelines & standards, performance on ratings and strength of reputation) could result in failure to win contracts or reduced access to finance.	Capgemini aims to take a leading position in acting on climate change, both in terms of transitioning our business to net zero and in helping our clients to do the same.	General control measures related to adapting our portfolio to technological changes and new client expectations are described in Section 3.2.1 Difficulty/failure to adapt services portfolio with sufficient speed to address market changes/disruptions.
	2. If Capgemini is too slow to develop new offerings in response to climate change, this could result in loss of potential opportunities and market share.	In our 1.5°C aligned climate scenario, the pressures and expectations on us are likely to be significant, with investors expecting that we will meet stringent standards and clients demanding that the services we provide to them will support their own transitions to net zero.	Specific measures related to these climate risks are described in Sections 4.2.1.3, and 4.2.1.4.
	3. Failure to understand and respond to our clients' exposure to climate risks could result in loss of revenue, damage to our reputation or missed opportunities.	In a rapidly transitioning 1.5°C scenario, if we do not help clients adapt quickly enough, we may miss out on opportunities or market share. Ultimately a poorly adapted service portfolio could lead to a fall in sales and a downturn in margin.
	4. Failure of key suppliers to reduce emissions or support Capgemini's emission reduction efforts, could undermine Capgemini's net zero program, resulting in reputational damage and/or missed opportunities.	In a 4°C aligned scenario, the expectations on us will likely be lower and the pace of transition slower. Therefore the impact of this risk is lower in this scenario, though we will continue to have key clients committed to and looking for support with their net zero transition.

Opportunity area	Key Opportunity	Description of Potential Impacts	Measures to Seize Opportunity
Operational efficiency	1. Reduction in energy costs.	By improving the efficiency of our offices and increasing the proportion of electricity coming from on-site renewables, we have the potential to reduce our energy costs and mitigate against some of the impacts of energy price increases.	Described in Section 4.2.1.3
	2. Reduction in travel costs.	Likewise, by transitioning to a low carbon delivery model, we have the potential to increase productivity and reduce travel costs, leading to cost savings both for our business and for clients.
Products	Increased demand for sustainable products and services, leading to increased revenues.	We are seeing rising demand from clients with different aspects of their own sustainability transformation journeys; from more sustainable business solutions to data platforms for monitoring, value chain engagement and upskilling their employees.	Described in Section 4.2.3
& services		Capgemini supports over 70% of the 200 largest companies on Forbes Global list, most of whom have their own sustainability targets. The most significant opportunity is around helping clients to reduce carbon emissions, which for Capgemini could lead to enhanced client relationships and increased revenues.

c) Risk management and monitoring

Risks are managed at three main levels:

―	risks identified with a substantive financial or strategic impact on our business (in line with the Group Risk criteria) are included in the Group Risk register and monitored and reviewed at least every six months, including an assessment of the action plan. An up-to-date overview of key risk exposures and a specific risk strategy for each risk considered critical is published annually in the Group Financial Report;
―	if a climate-related risk is not deemed to be "critical" at Group level, but falls above the assessment threshold at a country level, then action plans are drawn up at a country level and integrated into the Environmental Management System and local risk registers (where applicable) to be reviewed at least annually;
―	if a risk identified is below the threshold at both country and Group level, then it is documented in the Environmental Management System for continued monitoring. In addition, participants of the annual Group Risk Review evaluate the interaction between climate risks and other types of risks on the risk register.

In 2024, we will be deploying an enhanced management system to manage these risks, quantify their financial impacts more accurately and ensure control actions are robust in a range of different scenarios.

4.2.1.3 Our net zero strategy and program (climate change mitigation and adaptation policy)

[GRI 302-1]; [GRI 302-2]; [GRI 302-3]; [GRI 302-4]; [GRI 305-1];

[GRI 305-2]; [GRI 305-3]; [GRI 305-4]; [GRI 305-5]

[SASB TC-SI-130a.1]

a) Our net zero ambition

To reach its net zero ambition, Capgemini will continue to accelerate its carbon reduction program across our largest impact areas. We will focus first on reducing our absolute carbon impacts, with near- and long-term science-based targets that are aligned to the Science Based Targets Initiative's (SBTi's) Corporate Net-Zero Standard with the ultimate aim to reduce our emissions by 90% by 2040. Given the urgent need to decarbonize, we are also scaling up our investment in projects that generate high-quality carbon credits (as defined by independent standards), have a positive impact for the planet and deliver wider co-benefits.

Analyzing our footprint, we know our biggest carbon impacts result from our business-related travel, the energy use in our facilities, the commuting of employees to the office, and from the goods and services we buy; we are committed to driving efficiency and innovation across these impact areas.

Our net zero headline target is to achieve a 90% reduction in greenhouse gas emissions across scopes 1, 2 and 3 by 2040 compared to a baseline of 2019. To ensure we make rapid progress, we also have near-term targets focused on driving a reduction in Scope 1 & 2, business travel, commuting and purchased goods and services emissions, alongside supporting targets.

1. SBTi validated net zero targets

Categories	Near term target (2030) versus 2019 baseline	Long term target (2040) versus 2019 baseline
Headline (SBTi) targets (tCO ₂ e)
Absolute Scope 1 and 2 emissions	-80% absolute	-90% absolute
Business travel emissions per headcount (average total headcount)	-55% per employee	-90% absolute
Employee commuting emissions per headcount (average total headcount)	-55% per employee	-90% absolute
Purchased goods and services - Scope 3	-50% absolute	-90% absolute

2. Supporting targets

Metrics	Target
Total energy use - % of electricity from renewables	100% in 2025
% of electric vehicles in Company car fleet	100% in 2030

b) Our transition roadmap

Our 10-point transition roadmap defines all the areas we are tackling across our sustainability program, with our main focus on reaching net zero.

OUR 10-POINT PLAN

Our net zero transition roadmap has been translated into action plans and the following actions have been taken in 2023:

1. Energy

Our focus is on ensuring we have the most sustainable buildings, that we operate them with optimum energy efficiency, and that we transition rapidly to renewable electricity.

Transition to 100% Renewable Energy

We are committed to transitioning to 100% renewable electricity by 2025, and this transition is on course. We made strong advances in our transition to renewable electricity, increasing our share of renewable electricity from 28% in 2019 to 96% in 2023. Our offices across Belgium, China, Denmark, Finland, France, Germany, India, Ireland, Japan, Luxembourg, Morocco, Netherlands, New Zealand, Spain, the United Kingdom and the United States are all now on 100% renewable electricity.

The transition is being made through onsite solar and power purchase agreements where feasible. Energy attribute certificates are also part of our strategy for sites where energy supplies are controlled by the landlord, or in countries where our consumption is too low for a PPA to be a viable option. Our focus here is on ensuring the best quality renewable electricity, as well as working to identify better solutions for the long term.

Capgemini India, which accounts for more than half of our electricity consumption, continues to be on 100% renewable electricity. Campuses in Bangalore, Hyderabad, and both Chennai offices (MIPL and SIPCOT) are generating an energy surplus, which they are exporting to their respective state electricity boards. In 2023, 679 MWh of renewable electricity has been exported to the electricity grid from the four offices, powering the equivalent of over 500 households. It means that over 14,500 MWh was generated by on-site solar in 2023, accounting for 15% of Capgemini India's total electricity consumption.

We continue to focus on ensuring the data centers we use are powered by renewable electricity (including both data centers leased directly by Capgemini and those under third party control). In 2023, our leased data centers were on 100% renewable electricity and third party managed data centers on 87% renewable electricity.

Increase the sustainability performance of our offices and data centers

Creating sustainable and energy-efficient workplaces starts with strong environmental design.

Many of our flagship buildings across India, France, Germany, Poland, Spain, and Sweden are certified under Leadership in Energy and Environmental Design (LEED), Indian Green Building Council (IGBC), Building Research Establishment Environmental Assessment Method (BREEAM) or equivalent green building accreditations. In addition, we signed a further nine Green Leases during 2023 across Europe, the USA and India, bringing the total to 26.

Capgemini's Hinjawadi, Talwade and Mumbai Airoli campuses in India have been awarded the Net Zero-Energy Platinum Certification by the Indian Green Building Council (IGBC). This certification, recognizing the use of 100% renewable energy for operations, marks a significant stride toward sustainability for the campuses. The CRES Engineering team played a pivotal role, achieving an impressive Energy Performance score of 75 out of 75 points. The campuses showcase innovative sustainability features, including energy-efficient HVAC system with district cooling, efficient Data Center PUE (Power Usage Effectiveness) management, rainwater harvesting, and solar-powered streetlights. Additionally, the implementation of electric vehicle charging points, coupled with a dual feeder electricity supply to reduce diesel generator operations and GHG emissions, highlights Capgemini's commitment to comprehensive sustainability practices. The "Performance challenge award" for continuous improvement was also given to Hyderabad, Bangalore and Noida campuses by the IGBC. In addition, Capgemini Bangalore campus is recognized as one of the 100 Iconic Sustainable Buildings by the G20 India Presidency.

Besides the focus on selecting and creating sustainable buildings, we are putting a lot of effort into improving the energy efficiency of our operations.

We launched our unique Energy Command Center (ECC) in Bangalore, India in 2022. The ECC helped drive a rapid 29% reduction in energy consumption across our eight main campuses in India in its first 10 months of operation, the equivalent of a 21 GWh of electricity savings. It has continued to maintain a saving of 25 GWh of electricity in 2023 vs 2019, despite increased office occupancy. This unique initiative to reduce our own emissions uses smart technology to optimize the use of resources and to monitor asset health. The ECC harnesses a data-driven approach and digitalization to monitor and optimize the performance of energy assets across our sites. It measures and predicts various metrics like indoor air quality, energy intensity, water intensity, health of critical assets, renewable energy generation, and overall performance across all energy assets. The ECC demonstrates the power of technology and sustainability combined. Scalable both geographically and operationally, it will enable us to manage and reduce our energy use across our offices in India and beyond.

Several initiatives implemented across our campuses in India have led to improvements in energy efficiency:

―	energy efficient dual fluid air handlers installed in Noida and Hyderabad campuses with optimized daytime and night-time programming to increase energy efficiency;
―	new Electronically Commutated (EC) fans have been installed at our Bangalore campus replacing conventional fans in the cooling towers, which is expected to reduce 30% of the cooling tower energy consumption per annum;
―	energy efficient chillers with closed loop cooling towers installed in Noida campus, which are expected to reduce energy consumption associated with chillers by 30% per annum and reduce water consumption too;
―	new energy efficient air conditioning equipment has been installed in the engineering labs of our Gurugram and Bangalore campuses, which is expected to reduce 30% energy consumption per annum.

In total, with various energy efficiency measures and some impact from reduced office occupancy, energy consumption has been reduced by 43% in India since 2019.

In addition, in 2023 we have worked to deploy on-site battery storage at key campuses. Using technology to transform the energy industry, Capgemini recently installed a state-of-the-art 'Battery Energy Storage Solution' (BESS) with a capacity of 2.5 MWh in the Noida campus and 3.5 MWh in the Mumbai campus. The solution allows Capgemini to store excess renewable energy generated from solar plants during the day and use it during the evening peak hours. This, in turn, significantly reduces pressure on electricity grid during peak hours, as well as reducing GHG emissions and energy costs. BESS can also facilitate peak shaving during the day, using a Time of the day Tariff (TOD) to store energy from the grid during off-peak hours and then discharge it during on-peak hours. These operations are scheduled and monitored digitally from Energy command center.

2. Sustainable IT

The technology powering business today has a significant and growing impact on energy use and global carbon emissions. As a leader in the technology sector, we are very aware of IT related emissions, with a steering group tasked with strengthening our commitment to sustainable IT across our organization. 2023 has been a year of implementing Capgemini's sustainable IT transformation roadmap launched in 2022. Our sustainable IT transformation roadmap focuses on four key areas:

―	reducing IT energy consumption: Reducing IT energy consumption and thereby lowering the use-phase emissions from IT equipment energy usage;
―	reducing IT embedded carbon footprint: Reducing the embedded carbon footprint of purchased IT equipment and services and progressively adopting circularity practices (including extending usable life of IT equipment and minimizing e-waste);
―	investing into sustainable IT tools and talent: Investing in sustainable IT tools and talent for monitoring, governance, and reduction of our footprint;
―	enabling sustainable digital collaboration: Enabling enterprise-wide sustainable digital collaboration tools usage to support lower carbon delivery (hybrid working) models.

During 2023, several initiatives executed across these key focus areas have laid a strong foundation to progress with our sustainable IT transformation journey and operate IT more sustainably:

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Sustainable PCs and circularity: To reduce embedded carbon of our devices, we continue to build global partnerships with leading Original Equipment Manufacturers (OEMs). Through our laptop refurbishment program and PC Lifespan policy, we aim for the usable life of laptops to be a minimum of four years. By integrating sustainability criteria into procurement of IT equipment, we have judiciously selected laptops that are more energy efficient. We have also replaced significant quantity of end-of-usable-life desktops and monitors with laptops, resulting in both energy and carbon savings.

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Sustainable digital experience management: We have implemented a sustainable digital experience management solution across most of the Capgemini group, with coverage of more than 300,000 laptops. This solution helps in periodic monitoring and reporting of energy footprint using laptop-agent based deployment. During 2023, a power-saver policy has been rolled out to a significant proportion of these laptops, which has enabled us to manage endpoint energy consumption effectively. The transformation of Group wide communication and collaboration services that is built on sustainability-focused solution architecture has helped in decommissioning legacy hardware-based solution for more than 50,000 IP phones, and thereby reducing our carbon footprint.

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Sustainable data centers: We continue to work with our data center providers to consolidate and modernize our data center environments, driving a transformation to private cloud, which helps us reduce energy consumption and carbon emissions. Over the last two years, the amount of operational equipment (i.e. servers, storage and backup infrastructure) used within our Group IT data centers has reduced by 15%.

During this period, the proportion of renewable electricity used across four countries that host the highest number of data center equipment has increased by 25% on average. We have more than doubled our usage of greener public Cloud Infrastructure Services over the last two years due to our move-2-cloud initiatives. We have also evaluated circularity options to return end-of-use equipment back to OEMs for reuse or recycling by engaging leading OEMs of network infrastructure equipment.

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Sustainable application portfolio: As part of our application portfolio transformation roadmap, we have continued to rationalize and transform the enterprise application landscape into a sustainable application portfolio, including cloud/eco/SaaS-based modernization. This transformation enables standardization, consolidation and thereby retiring several legacy apps from the portfolio to make it more maintainable and sustainable.

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Sustainable-IT talent engagement: We have launched several talent engagement initiatives during 2023. We engaged Group IT employees through a series of on-site gamified interaction events on sustainable-IT topics. On Earth Day, we launched a data clean-up campaign to promote sustainable digital usage behavior among Group IT employees. We have also progressed on periodic posting of knowledge bytes on our Sustainable-IT intranet community portal to spread awareness on sustainable-IT topics as we all as organized a Green Book (sustainable-IT-by-design principles) masterclass for Group IT employees, to promote adoption of eco-design best practices into projects and initiatives that would help transform IT services into more sustainable IT services.

Our Group IT team has continually demonstrated a commitment to sustainability in our quest for operational excellence and environmental responsibility. We have started working on data driven analytics to help reduce our energy usage and carbon footprint, by attempting to build data models using machine learning for sustainable-IT use cases. We continue to invest in technologies, eco-design, modernize services and solutions through market and vendor studies. Our IT strategy attempts to stay at the forefront of sustainability, contributing to Capgemini's environmental goals and net zero target.

3. Travel & Smart Delivery

Reducing business travel emissions through our low carbon digital delivery model

Hybrid working and virtual collaboration continues to be our "new normal". We have invested in IT solutions and equipment that allow people to work from anywhere at any time, connecting in the most effective and sustainable way. Our Group Travel Policy continues to have a strong focus on sustainability, encouraging people to first ask if they really need to travel, then providing clear guidelines to ensure sustainable choices are prioritized.

In 2023, we strengthened the policy to mandate the use of rail instead of air on journeys that can be reached by train in less than three hours. With 2023 marking our first full year without significant travel restrictions due to Covid, as expected we have seen some rebound in business travel emissions (up 26% per employee vs 2022), though business travel emissions per employee are 60% lower than they were in 2019.

Annual targets are cascaded to each country by the Net Zero Board, and we monitor the data each month through our carbon dashboards, enabling us to take action more quickly. In 2023, we launched a new set of travel dashboards across our global sustainability network, enabling better tracking of travel emissions with each business area, as well as more granular analysis of air travel in particular.

Transitioning to an electric vehicle fleet

Our membership of the EV100 commits us to transitioning our car fleet to 100% electric vehicles by 2030. We no longer allow the ordering of pure petrol and diesel cars, and at the beginning of 2023, we introduced a cap of 50 gCO ₂ /km for new car orders, which prevents the ordering of mild hybrids. At the end of 2023, the share of electric vehicles was 34% (including both pure electric and plug-in hybrids), up from 24% in 2022. The next step, from 2025, will phase out plug-in hybrid vehicles. To facilitate the transition, we continue to invest in the expansion of our charging facilities. Over the last couple of years, we have installed more than 1,300 charging points and continue to add more. This will facilitate the transition both for company cars and private cars.

Reduce the impacts of employee commuting

In 2020, we introduced new targets to reduce the carbon impacts of commuting. Working from home, post-pandemic, is now a significant contributor to our overall emissions. Our fifth global commuting survey has continued to understand our people's commuting habits as well as the impacts of home working, including emissions associated with heating, cooling, and powering IT equipment. In total, we had 61,000 responses to our employee commuting survey in 2023, with nearly one in five employees voluntarily sharing information on their commutes. The results have shown a significant increase in commuting emissions due to people returning to the office, with total commuting emissions per employee (including the impact of working from home) up 19% in 2023.

Overall, though, the shift to hybrid working continues to hold emissions at below pre-pandemic levels, with commuting emissions per employee down by 54% versus 2019 (or by 41% versus 2019 when you include the impact of working from home).

To support our employees' return to the office, we promote a range of sustainable commuting initiatives. Cycling and supporting the use of bikes has been one focus area. In 2023, a long-term electric bike rental partnership was agreed in France across 13 of their larger sites as well as partnerships with local e-bike suppliers with discounts for employees implemented in Portugal. Our Munich, Ratingen, and Berlin offices received Cycle-Friendly Employer certificates, as part of an EU-wide scheme developed by Bike2Work and co-funded by the EU Intelligent Energy Europe Program. Promoting the use of public transport has been another key area, with Capgemini Germany providing a monthly mobility budget to employees to support the use of more sustainable commuting options. We also have company shuttle buses in place in Rome (Italy), Madrid (Spain) and all our larger campuses across India. New charging points for EVs have been installed across our offices with many locations providing free charging for personal vehicles during 2023.

4. Supply Chain

Understanding the critical role of collective action in reducing Scope 3 emissions, in June 2021, our Group CEO and Chief Procurement Officer communicated our net zero ambitions to the majority of our suppliers, urging them to prioritize sustainability. To further this objective, we hosted several CPO roundtables and a Supplier Day in 2023, where our CEO shared our vision and expectations with key suppliers. The importance of supplier engagement was further emphasized in 2023 during our Supplier Day and CPO Roundtable events. These engagements provided platforms for discussing target setting, emissions data capture, and low-carbon pathways.

At Capgemini, we acknowledge that our supply chain significantly influences our overall environmental impact. In 2023, approximately half of our carbon emissions were attributed to purchased goods and services. Therefore, our procurement strategies and supplier collaborations are pivotal in advancing our sustainability objectives.

In our pursuit to achieve a 50% reduction in carbon emissions from procured goods and services, we have focused on enhancing our carbon accounting capabilities and fostering productive collaborations with our suppliers. This entails clearly defining our expectations, aiding suppliers to elevate their climate change response, and targeting improvements in high-impact supply categories.

In summer 2023, we initiated the Capgemini Supply Chain ESG pledge, replacing our previous Net Zero Contract. This pledge aims at creating strong supplier engagement towards supporting the achievement of Capgemini ESG targets. We ask suppliers to define their own targets to achieve and commit to monitoring progress against these. We also invited suppliers to go beyond assessment and reporting, demonstrating with concrete actions and explaining how they will conduct the necessary transformation to reach those targets.

The Capgemini Supply Chain ESG Pledge requires top emitters, including both high carbon emitters and top spend suppliers, to disclose their annual GHG emissions, set science-based targets validated by SBTi, and share their climate transition and low-carbon product strategies. It also encourages and provides examples of additional voluntary actions that yield measurable environmental benefits. Our approach emphasizes supporting suppliers to enhance their carbon emission reduction practices, and actively collaborates with those committed to environmental transition, as well as gradually phasing out suppliers with lesser net zero ambitions. This pledge starts with action on climate change but will ultimately address each ESG and human rights challenges where transformation of the supply chain is needed.

As a committed CDP supply chain member (CDP is formerly known as the Carbon Disclosure Project), we leverage this partnership to support our suppliers in calculating their emissions and advancing their climate change understanding. This collaboration has not only improved the accuracy of our Scope 3 data but also enhanced our insight into the challenges and progress of our suppliers towards net zero. In 2023, the 184 suppliers who responded to the CDP demonstrated significant progress in tackling climate change: over 60% were setting or had set science-based targets, and more than 85% had undertaken emission reduction actions.

By the end of 2023, suppliers representing 26% of our carbon emissions and 22% of our total spend had accepted to commit to the Capgemini Supply Chain ESG Pledge or are aligned to its principles. In 2024 we continue our efforts to further expand coverage of our spend and emissions.

To ensure a cohesive approach to our net zero goal, we have trained all Category Managers in high emission purchasing categories, representing a substantial portion of our spend and Scope 3.1 related emissions. This training, where buyers are upskilled to work with other function on specification and volume levers, is part of our broader effort to align all company functions for maximum impact. We are also continuing to develop our communication packages to raise awareness among stakeholders about the environmental implications of their procurement decisions.

Capgemini is steadfast in its commitment to sustainable supply chain management. Through strategic collaborations, stakeholder engagement, and internal training, we are progressing the actions and mindset needed to move towards net zero.

5. Nature and Climate Solutions

Our actions to decarbonize our business to reach net zero by 2040 are a clear imperative, but the reality is the current climate crisis is being driven by the level of carbon dioxide already in the atmosphere today. Consequently, alongside our carbon reduction focus, and as recommended in the SBTi's Net-Zero Standard, we are investing at a fair scale, commensurate with our emissions, in projects to abate and remove carbon from beyond our own value chain.

Why we are acting beyond our value chain to address global net zero

Whilst our focus as a business is on decarbonization, with a target to reduce our carbon emissions by 90% across all scopes by 2040, we recognize that the voluntary carbon market offers a way to scale up the needed climate finance and reduce the concentration of carbon dioxide in the atmosphere today. Whilst we recognize the controversy that has developed recently with terms such as carbon neutrality, we remain committed to acting beyond our value chain and supporting the abatement of atmospheric greenhouse gas concentration.

We welcome the ongoing work of SBTi, Voluntary Carbon Markets Integrity Initiative (VCMI) and Integrity Council for the Voluntary Carbon Market (IC-VCM) to bring greater integrity to the supply and use of carbon credits and helping to close the loop on unsubstantiated carbon related claims. We will continue to review the developing guidelines and the claims we may make relating to beyond value chain mitigation.

Our strategy for nature and climate solutions

In the three years since we made our commitment to become a net zero business, we have refined our overall approach to nature and climate solutions.

Our key principles are:

―	Decarbonize first: Rapid and ambitious decarbonization aligned to the SBTi's Corporate Net-Zero Standard must be at the heart of our climate commitment.
―	Contribute to 'global net zero' acting beyond our value chain: We have a responsibility to act beyond the decarbonization of our own operations to address the impacts of the climate crisis today.
―	Create a balanced carbon credit portfolio made up of both development and existing projects: We will make investments in projects that will deliver our long-term (up to 30 years+) supply of carbon credits. We will support existing projects (through offtake or spot credits) to secure short-term needs.
―	Ensure we support projects across countries we operate in/ our countries of operation: We will support projects where possible in countries where Capgemini operates, alongside larger project development opportunities internationally.
―	Support high-quality carbon credit projects: We aim to secure carbon credits that are high-quality, as defined by independent standards such as Verified Carbon Standard or Gold Standard.
―	Seek climate solutions with wider co-benefits: Nature and climate projects we invest in should also have wider environmental and social benefits beyond carbon abatement wherever possible. For example, in support of the United Nations' Sustainable Development Goals particularly, creating biodiversity, social and economic benefits to local communities.
―	Invest in carbon avoidance and removal projects: Our program will support a mix of projects that both avoid new greenhouse gases entering the atmosphere (e.g. avoided deforestation and improved cookstoves) and projects that remove carbon dioxide (e.g. afforestation).
―	Take action at a fair scale: Our levels of investment will be relevant to our own carbon emissions. We will scale up investment each year to the point that retired credits are at the same level as our operational emissions by 2025 and from 2030 include our supply chain related emissions, as set out in our ESG Policy 2021.
―	Invest in both nature and climate tech solutions: Our initial focus will be on nature-based solutions because of the availability and co-benefits, but we are aware of their limitations. We will also seek opportunities with new technologies, such as direct air capture and storage.
―	Ensure transparency: Our strategy will be transparent and aligned to best practice, including SBTi and other emerging rigorous and globally recognized frameworks.

Mitigating emissions beyond our value chain (our actions in 2023)

Since 2019, we have reduced our operational emissions by 47%. Alongside this decarbonization, we continued to scale up our climate contribution by retiring 236,191 carbon credits in 2023, which equates to 53% of our remaining operational emissions. Over the next two years we are planning to close the gap so that we are making a contribution against all our residual operational emissions. Together with our partners we perform due diligence on each carbon credit project from which we have retired credits. Since the release of the IC-VCMs Core Carbon Principles, we have been aligning our evaluation framework to ensure overlap with all ten principles. This includes considering governance of the carbon credit standards to ensure it is effective, operates a registry where credits can be tracked and where information on projects is transparently and validation and verification is undertaken by independent third-parties.

At a project level we evaluate additionally, permanence, quantification, ensure no double counting and look for projects that contribute to SDGs, have appropriate safeguarding mechanisms and contribute to the net zero transition. The voluntary carbon market has been and should continue to be in a state of renewal, learning and improving the robustness of processes, assessment and quantification. Our due diligence process does not imply credits retired will receive a CCP label from IC-VCM given how methodologies and the market have had to evolve but they represent credits from projects that passed our interpretation of these principles at the time of purchase. Going forward our due diligence process will continue to evolve for new investments and purchases to evaluate using best practice in line with our values and principles. As requirements and standards continue to evolve we will always endeavor to ensure we are following the latest guidelines. There will however always be a lag between commitments made to pre-existing projects new purchases and investments and credits we have available to retire.

All credits, if applicable, may be counted towards the host countries achievement of their Nationally Determined Contributions (NDCs) under the Paris Agreement.

Credits retired this year related to the following carbon projects:

―	KOKO Ethanol Cookstoves, Kenya - The project involves distribution of bio-ethanol cookstoves and promotes their use for cooking purposes in households. KOKO enables distribution of high efficiency ethanol cookstoves and last-mile delivery of bio-ethanol fuel to the target customers through a network of fuel-ATMs (KOKO points) installed in local shops. The project enables households to move away from unimproved cookstoves consuming non-renewable woody biomass (charcoal & fuelwood).
―	Guoluo Grassland Sustainable Management Project, China -The project removes carbon from the atmosphere by restoring the plateau's degraded grasslands. Located in the central Chinese province of Qinghai, this project is restoring over 160,548.96 ha of degraded grasslands by seeding three species of native grass. The plateau region of the Yangtze, Yellow and Lancang Rivers, has suffered grassland degradation over the past few decades due to overgrazing and warming. This project has exceptional biodiversity benefits in a Key Biodiversity Area (KBA) with endangered species such as the steppe eagle, saker falcon, and alpine musk deer. Over half of the twelve thousand local herders who were employed as part of the project were women.
―	Gyapa Cookstoves, Ghana - This project supplies families in Ghana with fuel-efficient cookstoves requiring nearly 50% less wood, saving families as much as 100 dollars annually, while protecting Ghana's tree cover. The stove not only cuts carbon emissions, but also reduces families' exposure to toxic fumes. In addition, the project provides training and employment to 180 local metalworkers and ceramists with the stoves distributed through a network of over 600 local retailers.
―	Miaoling and Qianbei Afforestation Projects, China - Native tree species have been planted on 80,230 hectares of barren land, aiming to achieve ecological afforestation and reverse rocky desertification in close collaboration with local communities. In order to ensure permanence, commercial logging has been forbidden in the project areas.
―	Rimba Raya, Indonesia - This project is working to protect around 160,000 hectares of tropical rainforest and peat swamp. The project area is home to over 350 species of bird, 122 species of mammal, and 180 tree species. More than 90 are endangered, including the Bornean orangutan. The project also generates a wide variety of social outcomes, including funding community enterprises such as boat building and generating local employment through field patrols, firefighters and forest guides. In addition, a floating health clinic provides medical care to remote villages, and safe water filters and solar lighting have been provided for schools and homes. The project was the first to have co benefits certified under the SD Vista standard and is contributing to all 17 SDGs.
―	Tist Program, India - The project encourages small groups of subsistence farmers to improve their local environment and farms by planting and maintaining trees on degraded and/or unused land. Carbon credit sales generate participant income and provide project funding to address agricultural, HIV/AIDS, nutritional, and fuel challenges.

Capgemini is part of the World Economic Forum (WEF) 1 trillion trees campaign to conserve, restore, and grow one trillion trees around the world. We have committed to planting 20 million trees by 2030 and as of the end of 2023 we had planted around 14 million trees, with 67 million euros committed to nature and climate solutions by 2040 to remove and abate carbon beyond our own value chain. Most of the trees planted are through our long-term investments in early-stage carbon credits projects aiming to restore natural landscapes. Beyond our carbon credit program we have also established tree planting schemes, including the Capgemini Forest, through our partner Ecologi, a B-Corp climate action platform focused on tree planting around the world. Ecologi offered a robust framework, transparent approach and a simple purchasing mechanism to enable any stakeholder within the business to invest in high quality tree planting in forests to recognize the actions of our people. The "Capgemini Forest" has now reached over 1 million trees planted.

Project Name	Location	Project Category	Project Type	Standard	Co-benefit Standards	tCO ₂ e
TIST (The International Small Group & Tree Planting Program)	India	Removal	Afforestation	VCS	CCB	2,627
Miaoling Afforestation	China	Removal	Afforestation	VCS	CCB	23,471
Qianbei Afforestation	China	Removal	Afforestation	VCS	CCB	1,255
Guoluo Grassland	China	Removal	Afforestation	VCS	CCB	8,100
KOKO - Ethanol Cookstoves	Kenya	Avoidance	Improved Cookstoves	GS	GS	11,000
Rimba Raya	Indonesia	Avoidance	Avoided Deforestation	VCS	CCB and SD Vista	26,891
Gyapa Cook Stoves	Ghana	Avoidance	Improved Cookstoves	GS	GS	162,847
TOTAL (tCO ₂ e)						236,191 √

VCS = Verified Carbon Standard. CCB = Climate, Community and Biodiversity. SD Vista = Sustainable Development Verified Impact Standard. GS = Gold Standard. √ Data identified in these tables by a √ has been reviewed by Mazars with a reasonable level of assurance.

6. Collective Action

We are committed to working with our clients, partners, start-ups and NGOs to find solutions to major systemic challenges, participating in conversations to drive innovations and new ways of working. In 2023 was the first time our climate strategy was presented at our annual shareholders meeting.

In 2023, Capgemini committed to 10 million young people being mobilized through Green Rising launched by UNICEF and Generation Unlimited in a three-year partnership.

Skill up for a sustainable future: The Sustainability Campus was launched in June 2022 and is accessible to all our people around the world. It was created to centralize all sustainability learning and facilitate upskilling on this strategic topic. Since its launch, 70% of our employees have completed the Globe Awareness Module. The Campus has evolved to include specialized trainings, focusing on specific roles as well as industry specific training modules and deep dives on key topics relevant to all. It offers the flexibility for everyone to customize their learning paths for maximum impact.

Beyond the Global Awareness Module: In addition to this foundation learning, all employees have the option to dive deeper into relevant sustainability topics and industry or role trainings. They can also learn more about our client offers. Capgemini employees in IT roles are also encouraged to complete the Green IT Essentials Module, which explores the impact of digital technology on the environment. Some internal certifications are awarded to people who master certain sustainability trainings. Employees can complete pathways that focus on sustainability topics related to their industry and portfolio, and other pathways or modules that upskill their sustainability knowledge for their role. There are beginner, practitioner, and master levels. For those needing more in-depth sustainability training, specific extended program have also been launched with external university program from the University of Exeter, UK, Stanford University, USA and ESSEC University, France. Certification is provided to participants upon successful completion.

7. Global leadership

Capgemini has a longstanding commitment to environmental sustainability, with a strategy that focuses on managing and reducing our own environmental impacts, whilst deploying our expertise in technology, engineering, and business transformation to help clients address their own sustainability challenges.

In 2023, we made two new public commitments to invest in nature and climate solutions beyond our value chain through membership of LEAF Coalition, First Movers Coalition. In addition, we became one of 280 leading companies to become a CDP supply chain member helping our suppliers to calculate their carbon emissions.

Since we announced our net zero ambition, we have joined many global campaigns and thinktanks from being a founder member of Race to Zero, RE100 and EV100 commitments, as well as the World Economic Forum's (WEF) Alliance of CEO Climate Leaders. We are also part of the WEF 1trillion trees movement, committing to plant 20 million trees by 2030 and the European Green Digital Coalition, a group of technology leaders aiming to ensure technology is a key driver in addressing sustainability issues.

We have net zero targets aligned with the Corporate Net-Zero Standard of the Science Based Targets initiative (SBTi) and are amongst the first companies to have our targets approved.

Our efforts and performance have been rewarded with a position on CDP's A list of companies leading on climate action, and the award of Platinum status from sustainability ratings provider EcoVadis. For the complete overview of awards and recognitions, please refer to Section 4.6.5.

The final 3 points of our 10-point plan - Water, Biodiversity, Waste & Circular Economy - are detailed in Section 4.2.2.

4.2.1.4 Climate change mitigation and adaptation performance in 2023

[GRI 302-1]; [GRI 302-2]; [GRI 302-3]; [GRI 302-4]; [GRI 305-1]; [GRI 305-2]; [GRI 305-3]; [GRI 305-4]; [GRI 305-5] [SASB TC-SI-130a.1]

The data tables below show the environmental sustainability performance in 2023 of Capgemini group.

a) Carbon emissions by scope

	Metrics	Unit	2019	2022	2023
Scope 1	Data centers energy - Scope 1 (natural gas, diesel)	tCO ₂ e	19	19	19
	Office Energy - Scope 1 (natural gas, diesel)	tCO ₂ e	7,576	4,038	3,723
	F gas - Scope 1	tCO ₂ e	5,485	4,402	5,121
Total Scope 1		tCO ₂ e	13,080	8,459	8,863 √
Scope 2 Market based	Data centers energy - Scope 2 (electricity, heating, cooling)	tCO ₂ e	889	0	0
	Office Energy - Scope 2 (electricity, heating, cooling)	tCO ₂ e	139,908	10,457	4,466
Total Scope 2		tCO ₂ e	140,797	10,457	4,466 √
Scope 2 Location based	Data centers energy - Scope 2 (electricity, heating, cooling) - location based	tCO ₂ e	856	144	143
	Office Energy - Scope 2 (electricity, heating, cooling) - location based	tCO ₂ e	168,584	77,161	78,801
Total Scope 2		tCO ₂ e	169,440	77,305	78,944
Scope 3	Purchased goods and services - Scope 3	tCO ₂ e	299,887	365,650	349,522 √
	Data centers (Third party managed) - Scope 3	tCO ₂ e	3,862	2,850	2,274
	Office Energy - Scope 3 (Transport & Distribution losses)	tCO ₂ e	23,311	10,798	12,498
	Data centers energy - Scope 3 (Transport & Distribution losses)	tCO ₂ e	62	5	5
	Waste - Scope 3	tCO ₂ e	496	263	221 √
	Business travel emissions - Scope 3 (including Company car travel)	tCO ₂ e	337,180	139,090	174,706 √
	Employee commuting (including working from home) - Scope 3	tCO ₂ e	310,722	201,849	239,630 √
	Water emissions - Scope 3	tCO ₂ e	1,963	326	396
Total Scope 3		tCO ₂ e	977,481	720,832	779,251 √
TOTAL EMISSIONS		tCO ₂ e	1,131,357	739,748	792,580 √
Total operational emissions		tCO ₂ e	831,471	374,098	443,058
Carbon credits retired		tCO ₂ e		20,883	236,191 √

	Metrics	% change vs 2019	% change vs 2022
Scope 1	Data centers energy - Scope 1 (natural gas, diesel)	1%	- %
	Office Energy - Scope 1 (natural gas, diesel)	-51%	-8%
	F gas - Scope 1	-7%	16%
Total Scope 1		-32%	5%
Scope 2 Market based	Data centers energy - Scope 2 (electricity, heating, cooling)	-100%	- %
	Office Energy - Scope 2 (electricity, heating, cooling)	-97%	-57%
Total Scope 2		-97%	-57%
Scope 2 Location based	Data centers energy - Scope 2 (electricity, heating, cooling) - location based	-83%	- %
	Office Energy - Scope 2 (electricity, heating, cooling) - location based	-53%	2%
Total Scope 2		-53%	2%
Scope 3	Purchased goods and services - Scope 3	17%	-4%
	Data centers (Third party managed) - Scope 3	-41%	-20%
	Office Energy - Scope 3 (Transport & Distribution losses)	-46%	16%
	Data centers energy - Scope 3 (Transport & Distribution losses)	-92%	-1%
	Waste - Scope 3	-55%	-16%
	Business travel emissions - Scope 3 (including Company car travel)	-48%	26%
	Employee commuting (including working from home) - Scope 3	-23%	19%
	Water emissions - Scope 3	-80%	22%
Total Scope 3		-20%	8%
TOTAL EMISSIONS		-30%	7%
Total operational emissions		-47%	18%
Carbon credits retired			1031%

Scope: Capgemini group.

√ Data identified in these tables by a √ has been reviewed by Mazars with a reasonable level of assurance.

Detailed explanation

Emissions reported for previous years have changed since our last report for the following reasons:

―	two new countries (Columbia and United Arab Emirates) have been onboarded on the carbon accounting system;
―	the emissions from purchased goods and services has been been updated for all years to reflect improvements in methodology, specifically the incorporation of more supplier-specific data from CDP and product-specific data on hardware, as well as the identification of new emission factors that are more relevant either to the category or geography of the purchase;
―	some data centers leased by Capgemini are being managed by a third party now. Therefore, their emissions have moved from Scope 1 & 2 to Scope 3 for all years;
―	we have received updated information for some countries and corrected minor errors. To ensure year on year comparability, data for all years has been updated where relevant to do so;
―	the last two points are the reason for the change in the Scope 2 location based emissions.

Due to the timing of the reporting, full data for Q4 2023 was not available and therefore has been extrapolated. In addition, where data is not available (for example, in case of landlords not providing accurate data) appropriate estimation methods are deployed.

Scope 1 emissions relate to direct emissions from buildings or assets - for Capgemini this includes fuel consumption and fluorinated gas (F-gas) used in air conditioning units of the offices and data centers under the Company's operational control.

Scope 2 emissions are emissions associated with the consumption of purchased electricity, heat, or steam. The reduction in our Scope 2 emissions is the result of a significant increase in the use of renewable electricity. Scope 2 electricity emissions have been calculated using the GHG Protocol's market-based approach in the main body of the table and in the aggregated emissions totals, with the alternative method of location-based emissions detailed. Details of the methodology are provided in methodology Section.

Scope 3 emissions are indirect greenhouse gas emissions (not included in scope 2) that occur in the value chain. For Capgemini, relevant GHG Protocol emission categories include 3.1 purchased goods and services, 3.3 fuel- and energy-related activities (not included in scope 1 or scope 2), 3.5 waste management, 3.6 business travel, 3.7 employee commuting (including working from home) and emissions associated with water supply and treatment. Category 3.1 also includes emissions associated with 3.2 capital goods and 3.4 upstream transportation and distribution as there is not currently a satisfactory way of separating these emissions.

Other Scope 3 categories have been evaluated according to the GHG Protocol criteria, focusing particularly on the size of emissions, the level of stakeholder interest and our ability to influence these emissions, and have been determined as not relevant.

Operational emissions include emissions from all sources from the table above except the line 3.1 Purchased goods and services.

Until 2021, the emissions from energy and refrigerants of all data centers were reported in Scope 1 & 2. Over the last few years, Capgemini has transitioned from having a majority of leased data centers to having a majority of third party managed data centers which are now reported under scope 3.1 emissions, but as a separate line for full transparency.

As recommended by the GHG Protocol, emissions of 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 586 tons of CO ₂ e for 2023.

Our business travel emissions have been calculated including the impact of radiative forcing for air travel and we have also accounted for hotel emissions. We also include company cars within the business travel category, as they are not owned or leased directly by Capgemini but by employees. Not all companies in our sector take this approach so direct comparisons should be made with appropriate awareness and caution.

Business travel emissions in 2023 have increased by 26% compared to 2022 mainly on account of increase in 2023 DEFRA emission factors for air travel (which accounts for 69% of business travel emissions). If the air travel emission factor were at the same level as 2022, then the increase in business travel emissions in 2023 would have been only 6% compared to 2022.

Actual emissions of company bus and company cabs in India have replaced the emissions calculated through the survey conducted in 2022 and 2023. For Belgium and Luxembourg, car emissions have been excluded from commute as they are already accounted for under business travel. Emissions due to use of kettle, and personal printers/scanners have been excluded from work from home emissions of 2022 as they were found to be minimal and this makes the results consistent and comparable with the rest of the years.

2023 emissions from employee commuting have increased by 19% compared to 2022 as more employees have started working in the office following the easing of Covid restrictions in 2022 (especially in India, which accounts for more than half of the headcount).

b) Carbon intensity

Metrics	Unit	2019	2022	2023	% change vs 2019	% change vs 2022
Operational emissions per headcount (average total headcount)	tCO ₂ e/head	3.11	1.07	1.27	-59%	19%
Total emissions per headcount (average total headcount)	tCO ₂ e/head	4.23	2.11	2.27 √	-46%	7%
Total emissions per million euros of revenue	tCO ₂ e/million euros	80.10	33.63	35.19	-56%	5%

Scope: Capgemini group.

√ Data identified in these tables by a √ has been reviewed by Mazars with a reasonable level of assurance.

Operational emissions include all Scope 1 and 2 emissions, and all Scope 3 emissions associated with energy use, 3rd party data centers, business travel, employee commuting, working from home, waste, and water. Emissions from purchased goods and services are excluded.

The per employee calculation is based on the average headcount for each calendar year. The headcount used to calculate the "emissions per head" differs from the headcount data included elsewhere in the report. The main reason for this is that the headcount published each year from 2019 onwards includes the average headcount of Capgemini and headcount of significant acquisitions made after 2019. This approach is taken as it enables a much more consistent and more accurate comparison of year-on-year emissions per head.

Emissions per employee have increased compared to 2022 as more employees are travelling and commuting to office after the Covid restrictions were lifted in first half of 2022. Due to our hybrid way of working, the emissions remain significantly lower than pre-Covid levels.

c) Net zero performance indicators

Headline (SBTi) targets	Unit	2030 target	2019	2022	2023
Absolute Scope 1 and 2 emissions	tCO ₂ e	-80% absolute	153,877	18,916	13,328 √
Business travel emissions per headcount (average total headcount)	tCO ₂ e/head	-55% per employee	1.26	0.40	0.50 √
Employee commuting emissions per headcount (average total headcount)	tCO ₂ e/head	-55% per employee	1.08	0.36	0.50 √
Purchased goods and services - Scope 3	tCO ₂ e	-50% absolute	299,887	365,650	349,522 √

Headline (SBTi) targets	% change vs 2019	% change vs 2022
Absolute Scope 1 and 2 emissions	-91%	-30%
Business travel emissions per headcount (average total headcount)	-60%	26%
Employee commuting emissions per headcount (average total headcount)	-54%	36%
Purchased goods and services - Scope 3	17%	-4%

Scope: Capgemini group.

√ Data identified in these tables by a √ has been reviewed by Mazars with a reasonable level of assurance.

As noted previously, our business travel emissions have increased compared to 2022 mainly due to a major increase in DEFRA 2023 emissions factors for air travel. The commuting emissions per employee have increased in 2023 after the Covid restrictions were lifted in the first half of 2022.

The commuting emissions/employee figures reported here are aligned to the SBTi target methodology and therefore excludes the impact of working from home.

Supporting targets	Unit	Target	2022	2023	% change vs 2022
Total energy use - % of electricity from renewables	%	100% in 2025	88%	96% √	9%
% of electric vehicles in Company car fleet	%	100% in 2030	24%	34%	42%

Scope: Capgemini group.

√ Data identified in these tables by a √ has been reviewed by Mazars with a reasonable level of assurance.

The share of renewable electricity has been restated for 2019 and 2022 to exclude the impact of additional data centers that were moved under third party management in 2023. For full transparency we disclose this data point in the table below.

d) Energy

	Metrics	Unit	2019	2022	2023
Office	Office energy use - Diesel/Gas oil	MWh	11,415	4,114	4,145
	Office energy use - District cooling	MWh	2,499	1,423	1,456
	Office energy use - District Heating	MWh	7,494	12,618	10,391
	Office energy use - LPG	MWh	3,413	610	795
	Office energy use - Natural gas	MWh	21,284	15,619	13,614
	Office energy use - Non-renewable electricity	MWh	205,901	20,047	6,646
	Office energy use - Renewable electricity (Onsite)	MWh	7,739	11,724	14,051
	Office energy use - Renewable electricity (Purchased)	MWh	72,832	137,715	148,075
	Office energy use - Total	MWh	332,576	203,871	199,173 √
	Office energy use - % Electricity from renewables	%	28%	88%	96%
	Office energy use - Office energy usage per area	MWh/m2	0.14	0.09	0.09 √
Data Center (Leased)	Data centers (Leased) energy use - Diesel/Gas oil	MWh	72	73	73
	Data centers (Leased) energy use - Natural gas	MWh	-	-	-
	Data centers (Leased) energy use - Non-renewable electricity	MWh	2,557	-	-
	Data centers (Leased) energy use - Renewable electricity	MWh	1,910	1,976	1,807
	Data centers (Leased) energy use - Total	MWh	4,540	2,049	1,880
	Data centers (Leased) energy use - % Electricity from renewables	%	43%	100%	100%
Total	Total energy use	MWh	337,116	205,920	201,053 √
	Total energy use - % of electricity from renewables	%	28%	88%	96% √
	Total energy use - % of energy from renewables	%	24%	74%	82%
Data Center (Third party managed)	Data centers (Third party managed) energy use - Diesel/Gas oil	MWh	257	270	144
	Data centers (Third party managed) energy use - Natural gas	MWh	30	10	0
	Data centers (Third party managed) energy use - Non-renewable electricity	MWh	26,195	10,661	5,575
	Data centers (Third party managed) energy use - Renewable electricity	MWh	56,768	44,652	38,684
	Data centers (Third party managed) energy use - Total	MWh	83,250	55,593	44,404
	Data centers (Third party managed) energy use - % of electricity from renewables	%	68%	81%	87%

	Metrics	% change vs 2019	% change vs 2022
Office	Office energy use - Diesel/Gas oil	-64%	1%
	Office energy use - District cooling	-42%	2%
	Office energy use - District Heating	39%	-18%
	Office energy use - LPG	-77%	30%
	Office energy use - Natural gas	-36%	-13%
	Office energy use - Non-renewable electricity	-97%	-67%
	Office energy use - Renewable electricity (Onsite)	82%	20%
	Office energy use - Renewable electricity (Purchased)	103%	8%
	Office energy use - Total	-40%	-2%
	Office energy use - % Electricity from renewables
	Office energy use - Office energy usage per area	-33%	1%
Data Center (Leased)	Data centers (Leased) energy use - Diesel/Gas oil	1%	- %
	Data centers (Leased) energy use - Natural gas
	Data centers (Leased) energy use - Non-renewable electricity	-100%
	Data centers (Leased) energy use - Renewable electricity	-5%	-9%
	Data centers (Leased) energy use - Total	-59%	-8%
	Data centers (Leased) energy use - % Electricity from renewables	134%	- %
Total	Total energy use	-40%	-2%
	Total energy use - % of electricity from renewables
	Total energy use - % of energy from renewables
Data Center (Third party managed)	Data centers (Third party managed) energy use - Diesel/Gas oil	-44%	-47%
	Data centers (Third party managed) energy use - Natural gas	-100%	-100%
	Data centers (Third party managed) energy use - Non-renewable electricity	-79%	-48%
	Data centers (Third party managed) energy use - Renewable electricity	-32%	-13%
	Data centers (Third party managed) energy use - Total	-47%	-20%
	Data centers (Third party managed) energy use - % of electricity from renewables

Scope: Capgemini group.

√ Data identified in these tables by a √ has been reviewed by Mazars with a reasonable level of assurance.

"Renewable Electricity" denotes all renewable electricity purchased through power purchase agreements, renewable electricity tariffs or through unbundled renewable electricity certificates and the amount of energy generated on-site in e.g. India through solar photovoltaic panels. "Non-Renewable Electricity" means purchased electricity generated from other sources (nuclear or fossil fuels).

As noted above in the GHG emissions by Scope table, most of our data centers have transitioned from being leased to being third party managed. For full transparency, we report the energy consumption associated with both above but to ensure alignment with RE100 we have excluded third party data centers from the Total Energy Consumption and the % electricity/energy from renewables.

4.2.1.5 Environmental objectives eligible and aligned revenues, capital expenditures and operating expenses (EU Taxonomy)

a) 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 information pursuant to 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 our activities are:

―

"eligible", i.e., included in the restricted list of activities published by the EU Taxonomy. Taxonomy "eligible" economic activity means an economic activity that is listed and described in the delegated acts irrespective of whether that economic activity meets any or all of the "environmental" criteria laid down in those delegated acts;

―

"aligned", i.e., classified as environmentally sustainable if they make a significant contribution to one or more of the environmental objectives by being compliant with defined "technical screening criteria" established by the EU Commission through delegated acts. At the same time, such 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 to a circular economy, pollution prevention and control, protection and restoration of biodiversity and ecosystems. Furthermore, theses economic activities must be carried out in compliance with minimum social safeguards.

For the reporting period 2023, the Art. 8 Delegated Act ⁽²⁾ requests limited disclosures only for the last 4 environmental objectives, i.e. only the proportion of Taxonomy-eligibility in our total turnover, capital expenditure and operational expenditure.

When referring to "chapters" in this Section 4.2.1.5, we do not refer to other Sections of the URD but to the chapters of the EU Taxonomy Regulation.

⁽¹⁾ Regulations (EU) 2020/852 (UE) 2021/2139, (UE) 2023/2486, (UE) 2023/2485 and June 2023 FAQs, on establishing a framework to facilitate sustainable investments and amending Regulation (EU) 2019-2088.
⁽²⁾ Commission Delegated Regulation (EU) 2023/2486 supplementing above Regulations by specifying the content and presentation of information to be disclosed by undertakings 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.

b) Taxonomy listed activities applied to Capgemini

We have examined all taxonomy-eligible economic activities listed in the Climate Delegated Act based on our activities in the professional IT services market and in the engineering, research and development 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, to reduce such emissions or to increase greenhouse gas removals and long-term carbon storage. The sectors covered notably include energy, selected manufacturing activities, transport and buildings.

We concluded that the Capgemini activities covered by the Climate Delegated Act and consequently Taxonomy-eligible can be summarized as follows:

For the climate change mitigation ("CCM") objective, as described in Annex 1 to the Climate Delegated Act:

As per Chapter "8.1 Data processing, hosting and related activities". Capgemini is delivering data processing services for its clients in the Cloud, or in data centers either owned by the client, in colocation centers or in our own data centers.

Capgemini's services or offers considered as

Taxonomy-eligible to 8.1 (CCM)	Taxonomy- aligned to 8.1 (CCM)
For the purpose of Taxonomy-eligible reporting, we only consider the data services we can allocate to our owned and co-located data centers.	For the purpose of taxonomy-aligned reporting, we collect information related to our owned or co-located data centers related to:
	- Implementation of all relevant practices listed as "expected practices" in the most recent version of the European code of conduct on data center energy efficiency.
	- Verification by an independent third-party at least every 3 years.
	- Global warming potential (GWP) of refrigerants used in the data center cooling system below 675.

As per Chapter "8.2 Data-driven solutions for GHG emissions reductions", in the form of projects where we support our clients in designing and implementing solutions aiming at their greenhouse gas emission reduction. Such projects typically address our clients' operations, manufacturing, supply chain or IT.

Capgemini's services or offers considered as

Taxonomy-eligible to 8.2 (CCM)	Taxonomy- aligned to 8.2 (CCM)
For the purpose of Taxonomy-eligible reporting we consider the client projects where we implement offers that mainly aim at addressing sustainability issues and more specifically related to reduction or avoidance of GHG emissions	For the purpose of Taxonomy-aligned reporting we consider the client projects meeting the following technical screening criteria:
	- The solutions are predominantly used for the provision of data and analytics enabling GHG emission reductions
	- Where an alternative solution is available, demonstration of lifecycle GHG emission savings compared to the best alternative.
	We consider that the first condition requires that project related carbon savings are estimated following agreed method.
	The second condition is not applicable as Capgemini always delivers client specific solutions.

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.

Capgemini's services or offers considered as

Taxonomy-eligible to 9.1 (CCM)	Taxonomy- aligned to 9.1 (CCM)
For the purpose of Taxonomy-eligible reporting we consider the client projects where we support products and services development and engineering more specifically related to products and services with reduced GHG emissions.	For the purpose of Taxonomy-aligned reporting we consider the client projects meeting the following technical screening criteria:
	- The results of the projects enable client activities to meet the respective criteria for substantial contribution to climate change mitigation.
	- The projects aim at bringing to market a solution that is not yet in the market and is expected to have a better performance in terms of life-cycle GHG emissions than best commercially available, or adds significant new advantages (such as lower cost, improved technological and economic feasibility, facilitated scaling up).

For the climate change adaptation ("CCA") objective, as described in Annex 2 to the Climate Delegated Act, only activity described in Chapter "9.1 Engineering activities and related technical consultancy dedicated to adaptation to climate change", activities in the form of projects where we help our clients model and adapt to the climate risks and impacts, could be applicable to Capgemini. To be noted that in case projects reported as eligible under chapters 8.1 or 8.2 of Annex 1 related to CCM do also serve the CCA objective, they would be eligible to this objective in the below multi-objective table. In 2023 we did not identify projects related to the CCA objective.

For the water and marine resources ("WTR") objective, as described in Annex 3 to the Climate Delegated Act, only activities described in Chapter "1.1. Manufacture, installation and associated services for leakage control technologies enabling leakage reduction and prevention in water supply systems" and in Chapter "4.1. Provision of IT/OT data-driven solutions for leakage reduction", might be eligible for Capgemini. No projects of this type have been identified in 2023.

For the circular economy ("CE") objective, as described in Annex 4 to the Climate Delegated Act, only activities described in Chapter "4.1. Provision of IT/OT data-driven solutions", could be applicable to Capgemini and thereby eligible. No projects of this type have been identified in 2023.

For the 2 remaining objectives, pollution prevention and control ("PPC") and biodiversity and ecosystems ("BIO"), no activities listed in the annexes to the Climate Delegated Act are applicable to Capgemini.

c) Details on Taxonomy Key Performance Indicators ("KPIs")

1. Eligible and Aligned revenues

Similar to previous years, the analysis of the EU Taxonomy list of activities related to the climate objectives leads to the conclusion that Capgemini's revenues are to a large extent Taxonomy non-eligible (i.e., not in scope of the EU Taxonomy Regulation), and consequently not aligned, because our main economic activities are not identified as a materially relevant source of emissions and therefore mainly not covered by the Climate Delegated Regulation to date.

The proportion of Taxonomy-eligible or aligned economic activities in our total revenues has been calculated as the portion of net revenue derived from services associated with Taxonomy-eligible or aligned economic activities (numerator) divided by the net revenues (denominator), in each case for the financial year from 1.1.2023 to 31.12.2023.

The denominator of the revenues KPIs is based on our Group consolidated net revenues in accordance with IAS 1.82(a) and amounts to €22,522 million in 2023 compared with €21,995 million in 2022 (see Note 6 to the consolidated financial statements disclosed in the Section 5.2 of this document).

The determination of the eligible revenue of the activity "8.1 Data processing, hosting and related activities", has been performed by reference to the relevant offers in the segment "Portfolio of services" tracked in our Global Financial System (GFS) by the Global Business Line Cloud Infrastructure Services. As none of the data centers analyzed complies with all of the above listed technical screening criteria, we are not in a position to report aligned revenue.

The determination of the eligible revenues of the activities "8.2 Data-driven solutions for greenhouse gas emissions reductions" and "9.1 Close to market research, development and innovation" is based on a list of client projects and their tagging to Group offers that aim at reducing the client's operations or products and services GHG emission. These offers are tracked in our sales reporting system and the related revenue has been estimated based on the contractual and operational information reported there as well. Considering the FAQ13 of the Commission Notice (C/2023/305), that authorizes undertakings to report all its eligible activities as not Taxonomy-aligned, without any further assessment, when those Taxonomy-eligible activities are not material and checking compliance with technical screening criteria suffering from lack of data and evidence, Capgemini has decided to report all its revenues as not Taxonomy-aligned.

Consequently, for the financial year 2023, the proportion of Taxonomy-eligible revenues amounts to 3% of our Total consolidated revenues, based on €739 million of net consolidated revenues derived from Taxonomy-eligible economic activities (as defined in the table above) and the proportion of Taxonomy-aligned revenues is nil, given that we did not assess further alignment, same as in 2022.

The breakdown of our Taxonomy-eligible and Taxonomy-aligned revenues KPIs by economic activity is presented in the following table:

Table 1 - Turnover

Proportion of turnover from products or services associated with Taxonomy-aligned economic activities - disclosure covering year 2023

Financial Year 2023	Year			Substantial contribution criteria
Economic activities	Code(s)	Turnover	Proportion of turnover, 2023	Climate change mitigation	Climate change adaptation	Water
		€m	%	Y; N; N/EL	Y; N; N/EL	Y; N; N/EL
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
Turnover of environmentally sustainable activities (Taxonomy-aligned) (A.1)		-	-
Of which Enabling		-	-
Of which Transitional		-	-
A.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
				EL; N/EL	EL; N/EL	EL; N/EL
8.1 Data processing, hosting and related activities	CCM 8.1	525	2%	EL	N/EL	N/EL
8.2 Data-driven solutions for greenhouse gaz emissions reductions	CCM 8.2	214	1%	EL	N/EL	N/EL
Turnover of Taxonomy-eligible not but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2)		739	3%	100%	-	-
Total Turnover of Taxonomy eligible activities (A.1 + A.2) (A)		739	3%	100%	-	-
B. TAXONOMY-NON- ELIGIBLE ACTIVITIES
Turnover of Taxonomy-non-eligible activities (B)		21,783	97%
TOTAL (A + B)		22,522	100%

Financial Year 2023	Substantial contribution criteria			DNSH Criteria ('Does Not Significantly Harm')
Economic activities	Pollution	Circular economy	Biodiversity	Climate change mitigation	Climate change adaptation	Water
	Y; N; N/EL	Y; N; N/EL	Y; N; N/EL	Y/N	Y/N	Y/N
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
Turnover of environmentally sustainable activities (Taxonomy-aligned) (A.1)
Of which Enabling
Of which Transitional
A.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
	EL; N/EL	EL; N/EL	EL; N/EL
8.1 Data processing, hosting and related activities	N/EL	N/EL	N/EL
8.2 Data-driven solutions for greenhouse gaz emissions reductions	N/EL	N/EL	N/EL
Turnover of Taxonomy-eligible not but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2)	-	-	-
Total Turnover of Taxonomy eligible activities (A.1 + A.2) (A)	-	-	-
B. TAXONOMY-NON- ELIGIBLE ACTIVITIES
Turnover of Taxonomy-non-eligible activities (B)
TOTAL (A + B)

Financial Year 2023	DNSH Criteria ('Does Not Significantly Harm')
Economic activities	Pollution	Circular economy	Biodiversity	Minimum safeguards	Proportion of Taxonomy aligned (A.1.) or eligible (A.2.) turnover, 2022	Category enabling activity
	Y/N	Y/N	Y/N	Y/N	%	E
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
Turnover of environmentally sustainable activities (Taxonomy-aligned) (A.1)					-
Of which Enabling					-	E
Of which Transitional					-
A.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
8.1 Data processing, hosting and related activities					497
8.2 Data-driven solutions for greenhouse gaz emissions reductions					122
Turnover of Taxonomy-eligible not but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2)					3%
Total Turnover of Taxonomy eligible activities (A.1 + A.2) (A)					3%
B. TAXONOMY-NON- ELIGIBLE ACTIVITIES
Turnover of Taxonomy-non-eligible activities (B)
TOTAL (A + B)

Financial Year 2023
Economic activities	Category transitional activity
	T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
Turnover of environmentally sustainable activities (Taxonomy-aligned) (A.1)
Of which Enabling
Of which Transitional	T
A.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
8.1 Data processing, hosting and related activities
8.2 Data-driven solutions for greenhouse gaz emissions reductions
Turnover of Taxonomy-eligible not but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2)
Total Turnover of Taxonomy eligible activities (A.1 + A.2) (A)
B. TAXONOMY-NON- ELIGIBLE ACTIVITIES
Turnover of Taxonomy-non-eligible activities (B)
TOTAL (A + B)

The proportion of revenues contributing to multiple objectives is as follows:

	Proportion of turnover/Total turnover
	Taxonomy-aligned per objective	Taxonomy-eligible per objective
CCM	-	3%
CCA	-	-
WTR	-	-
CE	-	-
PPC	-	-
BIO	-	-

2. Eligible and Aligned CapEx

We have analyzed the existence of CapEx directly associated with the above eligible and aligned activities of the Group. The investments in our fully managed data centers or in co-located data centers are not material in 2023, as it was the case in 2022. 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.

Allocating our overall CapEx to the eligible or aligned activities is considered not material and not relevant.

We have identified activities resulting in CapEx which can be considered as individually eligible or aligned activities. We have considered as Taxonomy-eligible or aligned, CapEx related to this category when the purchased output or individual measure meets the description of its respective economic activity, e.g., purchase of output from a Taxonomy-eligible or aligned economic activity.

And we have considered in these categories the assets we own (legal ownership) as well as the assets we rent as lessee (economic ownership).

Consequently, our individually eligible or aligned CapEx can be summarized as follows:

As per Chapter "6.5 Transport by motorbikes, passenger cars and light commercial vehicles", our fleet of vehicles and notably leased company cars:

Capgemini's investments considered as

Taxonomy-eligible to 6.5 (CCM)	Taxonomy- aligned to 6.5. (CCM)	Taxonomy- aligned to 6.5. (CCA)
All our new cars acquired or leased (incl. renewal of lease contracts) in 2023 irrespective of the level of GHG emissions of those vehicles.	Only the new cars acquired or leased in 2023 which comply with:	Only the new cars acquired or leased in 2023 which comply with:
	Substantial contribution criteria:	Substantial contribution criteria:
	For vehicles of category M1 and N1 (light motor vehicles), specific emissions of CO ₂ are lower than 50g CO ₂ /km.	Robust climate risk and vulnerability assessment and implementation of adaptation measures.
	Do Not Significant Harm:	Do Not Significant Harm:
	- Adaptation - Robust climate risk and vulnerability assessment and implementation of adaptation measures.	- Mitigation - For vehicles of category M1 and N1 (light motor vehicles), specific emissions of CO ₂ are lower than respectively 95g and 147g CO ₂ /km.
	- Circular economy - (a) reusable or recyclable to a minimum of 85% by weight; (b) reusable or recoverable to a minimum of 95% by weight and Measures are in place to manage waste both in the use phase (maintenance) and the end-of-life of the fleet.
	- Pollution - Compliance with Euro 6; Tyres in the highest populated classes in terms of external rolling noise and rolling resistance and compliance with motor sound level regulation.

As per chapters "7.7 Acquisition and ownership of buildings", our acquisitions (mostly economic ownership as lessee with the right of use), of our office buildings.

Capgemini's investments considered as

Taxonomy-eligible to 7.7 (CCM)	Taxonomy- aligned to 7.7. (CCM)	Taxonomy- aligned to 7.7. (CCA)
All our new buildings acquired or leased (incl. renewal of lease contracts) in 2023, irrespective of the energy efficiency of those buildings.	Only the new buildings acquired or leased in 2023 which comply with:	Only the new buildings acquired or leased in 2023 which comply with:
	Substantial contribution criteria:	Substantial contribution criteria: Robust climate risk and vulnerability assessment and implementation of adaptation measures.
	- For buildings built before 31.12.2020, DPE class A or PED of the building (Primary Energy Demand) in the Top 15% of the national or regional building stock and	Do Not Significant Harm:
	For large non-residential building, it is efficiently operated through energy performance monitoring and assessment - For buildings built after 31.12.2020,	- Mitigation - The building is not intended for the extraction, storage, transport or manufacture of fossil fuels
	PED of the building below NZEB -10% and	- For buildings built before 31.12.2020, DPE class C at least or PED of the building (Primary Energy Demand) in the Top 30% of the national or regional building stock
	For buildings larger than 5000m ² , testing for air-tightness and thermal integrity and calculation of the life-cycle Global Warming Potential (GWP) of the building resulting from the construction.	- For buildings built after 31.12.2020, PED of the building not exceeding NZEB requirements in national regulation implementing Directive 2010/31/EU.
	Do Not Significant Harm:
	- Adaptation - Robust climate risk and vulnerability assessment and implementation of adaptation measures.

As regards the compliance with minimum safeguards, the group initiatives and processes are described in the Section 4 of this URD. Notably our main vehicles suppliers also publish a sustainability report highlighting how they comply with the relevant guidelines and principles for assessing the minimum safeguards. For smaller suppliers, we rely on our procurement policies (of which our Supplier Standards of Conduct), including ethical requirements and supplier selection.

The CapEx KPI is defined as Taxonomy-eligible or aligned CapEx (numerator) divided by our total consolidated CapEx (denominator). Total CapEx consists of additions to tangible and intangible fixed assets during the financial year, before depreciation, amortization and any re-measurements, including those resulting from revaluations and impairments, as well 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. Accordingly, our Group total consolidated CapEx amounts to €678 million in 2023 compared with €579 million in 2022 (see Notes 13, 14 and 15 to the consolidated financial statements disclosed in the Section 5.2. of this document).

As regards CapEx amount for "6.5 Transport by motorbikes, passenger cars and light commercial vehicles", it results from our centralized tracking of additions to company fleet and related Right of use calculation. We also track the car specific CO ₂ emission and are therefore in a position to report that 72%, compared with 64% in 2022, of our total additions do meet the technical criteria of less than 50gCO ₂ /km. However, for now, our leasing partners are not able to provide us with all DNSH information for us to report full alignment.

As regards CapEx amount for "7.7 Acquisition and ownership of buildings", it also results from our centralized tracking of new real estate lease contracts and related Right of use calculation. To analyze if and which buildings meet the above technical criteria, notably of Primary energy demand we have scanned lease contracts and in some instances requested energy certificates from lessors. Based on that we have been able to assess the value and portion of 2023 additions to Right of use that meets the technical criteria (ie top 15% in terms of PED); ie 39% of our total additions, compared with 13% in 2022. However not all these buildings do meet the DNSH conditions on climate change adaptation, and we therefore report Taxonomy-alignment on 25% of our real estate lease additions of the year, compared with 10% in 2022.

Consequently, for the financial year 2023, the proportion of Taxonomy-eligible and aligned CapEx amounts to 59% and 11% of our total consolidated CapEx, respectively (compared with 40% and 3% in 2022), based on €403 million of Taxonomy-eligible CapEx, and €77 million of Taxonomy-aligned CapEx.

The breakdown of our Taxonomy-eligible and Taxonomy-aligned CapEx KPIs by economic activity is presented in the following table:

Table 2 - CapEx

Proportion of CapEx from products or services associated with Taxonomy-aligned economic activities - disclosure covering year 2023

Financial Year 2023	Year			Substantial contribution criteria
Economic activities	Code(s)	CapEx	Proportion of CapEx, 2023	Climate change mitigation	Climate change adaptation	Water
		€m	%	Y; N; N/EL	Y; N; N/EL	Y; N; N/EL
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
7.7 Acquisition and ownership of buildings	CCM 7.7	77	11%	Y	N/EL	N/EL
CapEx of environmentally sustainable activities (Taxonomy-aligned) (A.1)		77	11%	100%	-	-
Of which Enabling		-	-
Of which Transitional		-	-
A.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
				EL; N/EL	EL; N/EL	EL; N/EL
7.7 Acquisition and ownership of buildings	CCM 7.7/ CCA 7.7	232	34%	EL	EL	N/EL
6.5 Transport by motorbikes, passenger cars and light commercial vehicles	CCM 6.5/ CCA 6.5	94	14%	EL	EL	N/EL
CapEx of Taxonomy eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2)		326	48%	100%	-	-
CapEx of Taxonomy eligible activities (A.1+A.2) (A)		403	59%	100%	-	-
B. TAXONOMY-NON- ELIGIBLE ACTIVITIES
CapEx of Taxonomy-non-eligible activities (B)		275	41%
TOTAL (A + B)		678	100%

Financial Year 2023	Substantial contribution criteria			DNSH Criteria ("Does Not Significantly Harm")
Economic activities	Pollution	Circular economy	Biodiversity	Climate change mitigation	Climate change adaptation	Water
	Y; N; N/EL	Y; N; N/EL	Y; N; N/EL	Y/N	Y/N	Y/N
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
7.7 Acquisition and ownership of buildings	N/EL	N/EL	N/EL	Y	Y	Y
CapEx of environmentally sustainable activities (Taxonomy-aligned) (A.1)	-	-	-	Y	Y	Y
Of which Enabling
Of which Transitional
A.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
	EL; N/EL	EL; N/EL	EL; N/EL
7.7 Acquisition and ownership of buildings	N/EL	N/EL	N/EL
6.5 Transport by motorbikes, passenger cars and light commercial vehicles	N/EL	N/EL	N/EL
CapEx of Taxonomy eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2)	-	-	-
CapEx of Taxonomy eligible activities (A.1+A.2) (A)	-	-	-
B. TAXONOMY-NON- ELIGIBLE ACTIVITIES
CapEx of Taxonomy-non-eligible activities (B)
TOTAL (A + B)

Financial Year 2023	DNSH Criteria ("Does Not Significantly Harm")
Economic activities	Pollution	Circular economy	Biodiversity	Minimum safeguards	Proportion of Taxonomy aligned (A.1.) or eligible (A.2.) CapEx, 2022	Category enabling activity
	Y/N	Y/N	Y/N	Y/N	%	E
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
7.7 Acquisition and ownership of buildings	Y	Y	Y	Y	3%
CapEx of environmentally sustainable activities (Taxonomy-aligned) (A.1)	Y	Y	Y	Y	3%
Of which Enabling						E
Of which Transitional
A.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
7.7 Acquisition and ownership of buildings					25%
6.5 Transport by motorbikes, passenger cars and light commercial vehicles					12%
CapEx of Taxonomy eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2)					37%
CapEx of Taxonomy eligible activities (A.1+A.2) (A)					40%
B. TAXONOMY-NON- ELIGIBLE ACTIVITIES
CapEx of Taxonomy-non-eligible activities (B)
TOTAL (A + B)

Financial Year 2023
Economic activities	Category transitional activity
	T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
7.7 Acquisition and ownership of buildings
CapEx of environmentally sustainable activities (Taxonomy-aligned) (A.1)
Of which Enabling
Of which Transitional	T
A.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
7.7 Acquisition and ownership of buildings
6.5 Transport by motorbikes, passenger cars and light commercial vehicles
CapEx of Taxonomy eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2)
CapEx of Taxonomy eligible activities (A.1+A.2) (A)
B. TAXONOMY-NON- ELIGIBLE ACTIVITIES
CapEx of Taxonomy-non-eligible activities (B)
TOTAL (A + B)

The proportion of CapEx contributing to multiple objectives is as follows:

	Proportion of CapEx/Total CapEx
	Taxonomy-aligned per objective	Taxonomy-eligible per objective
CCM	11%	59%
CCA	-	48%
WTR	-	-
CE	-	-
PPC	-	-
BIO	-	-

3. Eligible Opex

The total Taxonomy Opex consists of non-capitalized costs that relate to research and development, building renovation measures, short-term lease, maintenance and repair, and any other direct expenditures relating to the day-to-day servicing of assets of property, plant and equipment.

Our assessment of the proportion of Opex along this definition leads to the conclusion that these expenditures are not material in view of the overall consolidated Opex of Capgemini and considering our business model. In fact, as a services company, 79% of the Capgemini Operating Expenditures are "personnel expenses" and 15% are "purchases and sub-contracting expenses", most of it being sub-contracting on client projects (see Note 7 to the consolidated financial statements disclosed in the Section 5.2. of this document).

Actually the total amount of Opex according to the Taxonomy definition amounts to €291 million in 2023, representing 1,5% of Capgemini consolidated Opex (compared with €325 million and 1,7% in 2022). Consequently, we have used the exemption option permitted by the Art.8 delegated act and not calculated the shares of eligible or aligned Opex, which are therefore considered as being zero.

Table 3 - Opex

Proportion of Opex from products or services associated with Taxonomy-aligned economic activities - disclosure covering year 2023

Financial Year 2023	Year			Substantial contribution criteria
Economic activities	Code(s)	Opex	Proportion of Opex, 2023	Climate change mitigation	Climate change adaptation	Water
		€m	%	Y; N; N/EL	Y; N; N/EL	Y; N; N/EL
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
OpEx of environmentally sustainable activities (Taxonomy-aligned) (A.1)
Of which Enabling
Of which Transitional
A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
				EL; N/EL	EL; N/EL	EL; N/EL
OpEx of Taxonomy-eligible not but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2)
Total Opex of Taxonomy eligible activities (A.1 + A.2) (A)
B. TAXONOMY-NON- ELIGIBLE ACTIVITIES		-	-
Opex of Taxonomy-non-eligible activities (B)
TOTAL (A + B)		291	-

Financial Year 2023	Substantial contribution criteria			DNSH Criteria ("Does Not Significantly Harm")
Economic activities	Pollution	Circular economy	Biodiversity	Climate change mitigation	Climate change adaptation	Water
	Y; N; N/EL	Y; N; N/EL	Y; N; N/EL	Y/N	Y/N	Y/N
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
OpEx of environmentally sustainable activities (Taxonomy-aligned) (A.1)
Of which Enabling
Of which Transitional
A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
	EL; N/EL	EL; N/EL	EL; N/EL
OpEx of Taxonomy-eligible not but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2)
Total Opex of Taxonomy eligible activities (A.1 + A.2) (A)
B. TAXONOMY-NON- ELIGIBLE ACTIVITIES
Opex of Taxonomy-non-eligible activities (B)
TOTAL (A + B)

Financial Year 2023	DNSH Criteria ("Does Not Significantly Harm")
Economic activities	Pollution	Circular economy	Biodiversity	Minimum safeguards	Proportion of Taxonomy aligned (A.1.) or eligible (A.2.) Opex, 2022	Category enabling activity
	Y/N	Y/N	Y/N	Y/N	%	E
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
OpEx of environmentally sustainable activities (Taxonomy-aligned) (A.1)
Of which Enabling						E
Of which Transitional
A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
OpEx of Taxonomy-eligible not but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2)
Total Opex of Taxonomy eligible activities (A.1 + A.2) (A)
B. TAXONOMY-NON- ELIGIBLE ACTIVITIES
Opex of Taxonomy-non-eligible activities (B)
TOTAL (A + B)

Financial Year 2023
Economic activities	Category transitional activity
	T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
OpEx of environmentally sustainable activities (Taxonomy-aligned) (A.1)
Of which Enabling
Of which Transitional	T
A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
OpEx of Taxonomy-eligible not but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2)
Total Opex of Taxonomy eligible activities (A.1 + A.2) (A)
B. TAXONOMY-NON- ELIGIBLE ACTIVITIES
Opex of Taxonomy-non-eligible activities (B)
TOTAL (A + B)

4. Minimum safeguards

The Group meets the minimum safeguards as set out by the EU Taxonomy Regulation. For a detailed description of the Group initiatives and processes relating to minimum safeguards, please refer to the following Sections:

―	Human Rights: Sections 4.3.2.4 & 4.3.2.5;
―	Anti-Corruption: Section 4.4.2.1;
―	Fair Competition: Section 4.4.2.2;
―	Taxation: Section 4.4.2.5.

4.2.2 Other environmental challenges

[GRI 303-5]; [GRI 306-3]; [GRI 306-4]; [GRI 306-5]

[SASB TC-SI-130a.2]

4.2.2.1 Sustainable use and protection of water

Water risk and baseline water stress is an imperative global issue. UNICEF states that almost two thirds of the world's population now experience water scarcity for at least one month each year, while half of the world's population could face water scarcity by 2025. Capgemini recognizes water scarcity as a key global issue which we have a responsibility to act on, starting with managing our own water consumption effectively.

a) Managing water

Capgemini's primary use of water is for supplying cafeterias and sanitary areas at our offices and a few larger offices using water for maintaining landscaping and water features. Over the last few years, we have invested in measures to reduce our freshwater demand, from smaller initiatives such as hot water taps for hot drinks and low water toilet flush systems, to large scale investment in rainwater harvesting and sewage water treatment facilities.

In 2023, our total water consumption was over 1,040,000 m ³ , with almost all of that being used at our offices. Our water consumption has reduced by 44% since 2019, mainly due to reduced office occupancy during the pandemic and the shift to hybrid working. As employees gradually start spending more time in the office, we are taking steps to reduce our freshwater consumption and increase water recycling.

We are using the WRI Aqueduct Water Risk Atlas and the WWF Water Risk Filter to help us identify water-related risks and prioritize actions. The WWF screening suggests that we have a medium level of water risk across our sites and our supply chain. The screening from Aqueduct has helped identify 99 sites (a fifth of all sites) located in extremely high-risk and high-risk water stressed areas.

We are in the process of developing a more comprehensive global view of where we can control, influence, and take further steps to reduce our freshwater consumption. Within our Sustainability and Health & Safety Handbook, which defines best practices for our offices, clear guidance is provided around sustainable water management. This includes both mandatory standards around leak detection and prevention and recommended best practices around rainwater harvesting, greywater treatment and membrane sewage treatment.

Across the Group, we have invested in a range of measures to reduce our freshwater demand, from large-scale investment in membrane sewage treatment plants to smaller measures. The biggest focus on actions and investment has been in India, where over half of our workforce are based and where water security issues are critical and further exacerbated by climate change.

India is amongst the most water-stressed regions in the world, with only 4% of the world's freshwater supplies to support 18% of the global population.

Simple measures such as low flow plumbing fixtures, urinal sensors, and water-saving aerators are used at all sites across India. We have also deployed advanced sewage treatment facilities, which enable greywater recycling and re-use of water for flushing and irrigation. Rainwater harvesting is in use across eight campuses in India, through rainwater collection tanks with a total capacity of 2,700 KL, slightly larger than an Olympic sized swimming pool. Recharge pits make it possible to reuse the water after filtration. The campuses are also provisioned with sewage treatment plants and zero water is discharged outside the premises. Sewage-treated water is used for gardening and flushing.

Our Energy Command Center is being further developed to include water management systems, including leakage monitoring. Our data centers run on closed-loop systems, avoiding water use, and we are working on innovative cooling projects like a closed-loop cooling tower which is anticipated to achieve a 50% reduction in water consumption.

b) 2023 achievements

Our total water consumption is estimated at over 1.04 million cubic meters in 2023. This has increased by 35% since 2022 due to more people using our offices as Covid restrictions lifted, though overall our water consumption is still down by 44% since our baseline year of 2019.

In India, which makes up over 70% of our water consumption, we have scaled up water conservation measures in recent years. This included in 2023 installing a closed-circuit cooling tower at our Noida campus which has reduced water blowdown by 80%. In our Hinjewadi campus in Pune, four large (1,750 m ³ ) rainwater collection tanks have been installed. Measures to assess and reduce water consumption have also been carried out in other parts of the world in 2023, including an ISS study to reduce water consumption and in France, the deployment of greywater recycling and rainwater harvesting in Italy, as well as automated water efficiency equipment in Latin America.

Our other focus during 2023 has been on improving our understanding of where we can and should take action. In particular our analysis using the Aqueduct tool has helped us identify 99 sites located in high-risk and extremely high-risk areas. From this list, we have identified which sites have the highest potential for improvement (the majority of which are either owned sites or leased sites with a reasonable level of control over water consumption). These sites will be the focus for our improvement plans in 2024.

Metric	Unit	2019	2022	2023	% change vs 2019	% change vs 2022
Total water consumption	Cubic meters	1,865,888	773,633	1,047,802	-44%	35%

Scope: Capgemini group.

The overall increase in water consumption in 2023 reflects the significant increase in employees using our offices since Covid restrictions were no longer in place in 2023.

4.2.2.2 Protection and restoration of biodiversity and ecosystems

a) Tackling biodiversity loss

Biodiversity loss, in terms of the speed and scale, is an urgent global issue. The Living Planet Index (2022) shows a decline of 69% in species populations in just 50 years. In addition, the Kunming-Montreal agreement requires a third of the planet to be conserved for nature by the end of the decade, restoring 30% of the planet's degraded ecosystems by 2030 to get us on track to live in harmony with nature by 2050. Capgemini recognizes the scale of the biodiversity crisis and the opportunities we have to use our influence, capabilities, and expertise to help halt and reverse biodiversity loss. We continued to be a partner of the World Biodiversity Summit in 2023, co-hosting a session about the role businesses can play in facilitating systemic change and driving nature-positive outcomes through their supply chains.

For Capgemini, this starts with a focus on ensuring we tackle our own operational impacts on biodiversity. During 2023, we have made progress in improving our understanding of our biodiversity impacts and setting out our strategy and action plans to address these.

Biodiversity loss is a complex, systemic challenge that requires immediate action and investment together with innovative thinking to find solutions that 'bend the curve', halting and reversing biodiversity loss for a nature positive future.

Our approach:

―	Managing our impacts on biodiversity - We work to reduce the impacts of our sites and supply chain on biodiversity and implement nature positive initiatives where feasible.
―	Investing in climate and nature solutions - Alongside our carbon reduction program we are investing in projects to remove or abate carbon, whilst also delivering positive biodiversity and social impacts.
―	Applying technology and our expertise to address key biodiversity challenges - We bring an innovative approach to ensure technology can contribute to the understanding, monitoring and preservation of our biodiversity.
―	Working with clients - We help clients address their key sustainability challenges, including addressing the topic of biodiversity.
―	Using our influence and partnerships - We use our influence and networks to foster collaboration and collective action.

b) Our Biodiversity Impact assessment

In 2023, we have continued working on the development of a biodiversity strategy for the Group. We commissioned a sustainability consultancy UTOPIES to support us with an initial biodiversity impact assessment, to evaluate the overall biodiversity impacts (see Section 4.1.3.3). In addition, we conducted our own screening of risks and opportunities in our direct operations and supply chain, using tools available from leading organizations, including the WWF Biodiversity Risk Filter and the Integrated Biodiversity Assessment Tool (IBAT). The UTOPIES study underlined that Capgemini's impacts are typical for our sector, with a contribution to four of the five biodiversity pressures identified by the Intergovernmental Science-Policy Platform on Biodiversity and ecosystem Services (IPBES) and three being most important (climate change, land use and ecotoxicity). As a service provider, both our overall impact on biodiversity and our potential for exposure to biodiversity risk is mainly located upstream in our supply chain, making responsible procurement a key focus for us:

―	Climate change: One of our key impacts on biodiversity is due to our greenhouse gas emissions, particularly those within our supply chain, with hardware, transportation and professional services purchases being the highest impact categories. An effective contribution we can make to reducing our impact on biodiversity loss is to work within our operations and with our suppliers to ensure we meet our net zero targets. We also ensure that our strategy for carbon abatement and removal beyond our value chain includes a focus on improving biodiversity.
―	Our use of land: Our biggest impact on land use change is from our supply chain, with key impact areas including the manufacture of hardware (e.g. due to extraction of materials) and the manufacture of furniture (e.g. due to sourcing of wood and plastics). To help us understand potential exposure of our office locations to biodiversity risks, we also used the WWF biodiversity risk filter and identified 15 sites located in areas with high levels of biodiversity risk and a further 189 sites considered medium risk. The majority of our sites are leased with limited external space making our potential for positive impact limited, but a priority for 2024 will be to identify opportunities to implement nature positive initiatives at a site level.
―	Pollution and ecotoxicity: Our biggest contribution to air and soil pollution is through our supply chain. Our purchase of electronic devices, for example, has the potential to cause ecosystem damage throughout the product lifecycle, from the mining of precious metals to water pollution during manufacturing, to air pollution during transportation of devices and end-of-life treatment of e-waste.
―	Natural resource use: As well as materials used such as electronic equipment and paper products, we also use water, which in turn impacts the biodiversity of local basins and catchments, particularly at sites in areas of high water stress.

Our screening and prioritization showed that our biodiversity impacts were highest in our APAC region, which will be a key focus. We are currently in the process of developing a comprehensive biodiversity strategy with a range of actions across these key impact areas, which was approved in 2023 and activities in accordance with our action plans commence in 2024. We are also undertaking biodiversity baselining through ecological assessment and water audits to improve water efficiency, collating these results to generate biodiversity improvement plans.

c) Targets, and 2023 achievements

Whilst we have a relatively limited ability to impact biodiversity in our own operations (we do not make physical products and most of our buildings are leased), we do assess potential biodiversity risks and impacts of our buildings as part of our Environmental Management System, and in 2023 we launched a new program to work to enhance our understanding of the biodiversity impacts associated with our wider value chain.

We preserve and enhance our local environment, where possible. The most notable example of this is the Serge Kampf Capgemini University at Les Fontaines with sustainability and protection of biodiversity central to how the campus is managed. The University has a policy that governs the management of the parkland: disturbance of nature and wildlife is kept to a minimum, with no activity permitted on the lake. We avoid noise pollution, have no park lighting and all park maintenance equipment is electric. We plant and conserve a wide variety of plants and animals and have grown over 50 fruit trees and installed 50 beehives within a meadow of honey producing flowers. We are cultivating a meadow with plant species for roe deer. In 2023, we carried out a bird and forest study across 52 hectares of parkland and are in the process of validating our action plan for 2024. We also work with a local care center for wild animals, and release several birds - including tawny owls, buzzards, falcons - as well as hedgehogs in our park. In 2024, we will be focusing on agro-forestry initiatives to help local farmers. In tandem with these more recent initiatives, we have sustained our commitment since 2021 to renovating the English Gardens of the Château de Chantilly over a period of three years to preserve biodiversity and maintain local historical heritage.

Biodiversity loss is the sort of complex, systemic challenge that requires innovative thinking and fresh insights Capgemini teams can bring.

Capgemini's Tech4Positive Futures Challenge, an initiative launched in 2022 to challenge employees to partner with a social enterprise, government, or NGO of their choice to make an impact in three key areas: climate adaptation, biodiversity, and circular economy. Hundreds of employees across the Group took part working with not-for-profit partners to develop ideas. From over 90 compelling proposals, three projects were identified that could help biodiversity causes through the application of technology and innovation in support of bees, trees and glowing fishing nets.

These three winning projects have been developed over 2023 receiving support to turn their idea into reality:

―	E-Hive - UK: The team is developing a data-driven rewilding tool alongside Pollenize, a community interest company, to recommend the best type of seeds to plant in specific locations according to biodiversity needs, ultimately supporting bees and other pollinators to flourish.
―	Creating Urban Forests - Sweden: With their plan for urban forests, Capgemini employees built an end-to-end data solution to enable their non-profit partner to apply the Miyawaki Forests method and restore biodiversity while capturing more CO ₂ than traditional forests.
―	Solar Powered Smart Nets - North America: A team worked to create renewable energy lit fishing nets designed to reduce by-catch such as sea turtles, while maintaining the expected target catch rate.

Capgemini is committed to supporting clients in taking positive actions for biodiversity. We bring together a unique blend of capabilities, technologies, and expertise to help clients achieve their biodiversity ambitions. Our unique approach focuses both on reducing and avoiding negative impacts to biodiversity and on regenerating biodiversity to maximize positive impacts. We leverage our capabilities and technologies to address all your biodiversity preservation and regeneration challenges, from commitment to sustainable achievements.

Our annual Global Data Science Challenge (GDSC) has focused on biodiversity. Open to all Capgemini employees, the global challenge is a combination of training and competition, supporting our sustainability goals. This year, participants are challenged to create a data and AI model that recognizes specific sounds to help identify and monitor insect species groups in remote habitats (Learn more here: https://www.capgemini.com/insights/research-library/ global-data-science-challenge/).

Through our investment in projects that will generate high quality carbon credits (see Section 4.2.1.3), we are also looking for projects with biodiversity co-benefits. For example,

―	the Miaoling Afforestation Project in China where planting of native tree species is helping reverse desertification;
―	the Rimba Raya project in Indonesia which will protect around 160,000 hectares of tropical rainforest and peat swamp, home to over 350 species of bird, 122 species of mammal and 180 tree species.

4.2.2.3 Transition to a Circular Economy

a) Waste & Circular Economy

Managing our waste effectively is important in terms of minimizing our use of finite natural resources, as well as being a tangible, impactful way of demonstrating our environmental commitments to our people.

Waste intrinsically links to procurement - ultimately, every item purchased has the potential to become waste unless circular economy principles are applied at the outset. The concept of "circular economy" is the idea of effectively "closing the loop" - maintaining products and materials in a cyclical use phase so that waste is designed out of the system. We have applied the principles of the circular economy to our own operations in numerous ways, from innovative e-waste partnerships to reusing laptops and mobile phones, to local initiatives such as swapping disposable cups with reusable ones or replacing paper towels by high - efficiency hand driers. We have also focused on phasing out single use plastic where feasible, through cutting down on unnecessary packaging and plastic bags and making the most of reusable water bottles, coffee cups and food packaging.

b) Targets, and 2023 achievements

We have ambitious targets to reduce waste per employee by 80%, versus 2019, and to reduce the amount of waste sent to landfill to zero with less than 5% incineration by 2030.

Capgemini champions circular thinking to address the shortcomings of the current linear economic model and embed circularity across our business. Focused on reducing environmental harm, we advocate for a shift to a circular economy. In the linear model, waste accumulates, depleting limited natural resources and causing pollution and climate change. Embracing circularity, waste is transformed to a valuable resource, to be re-used or repurposed.

We are working across our Group functions (IT, HR, Procurement, Marketing, Real Estate) to reframe the problem of waste from being about recycling - to not buying wasteful items in the first place. This means not only considering the lifecycle of products we buy, but also considering if we need to purchase items.

Focusing on circularity is a pre-requisite for zero waste. Our real estate and procurement teams are currently finalizing our roadmap to achieve our waste reduction target. We focus on avoiding the purchase of items that cannot be fully reused or recycled at the end of their life, and also on identifying opportunities for innovation. During 2023, we developed Capgemini's Global Zero Waste Standard. The standard emphasizes refusing unnecessary materials, opting for sustainable suppliers, and procuring reusable items. In rethinking consumption, sustainable contracting practices for IT equipment are prioritized, and efforts extend to refurbishing existing equipment to reduce new procurement needs. In early 2023, two waste labs in Germany and one virtual session were developed with external expert to explain correct waste segregation.

Circularity is embedded into our contracts for office furniture. This encompasses the use of recycled material, a repair and refurbish option as well as deploying used furniture where this fits with the space design. Besides this, there is a process to ensure that as much furniture can be re-used when relocating an office. The ergonomic chairs we provide for employees working from home incorporate recycled material and the supplier that manufactures them is moving towards making them fully recyclable at end of life. In some countries the equipment will be refurbished and re-deployed locally, negating the need to purchase a new chair for every future employee.

Our reuse practices involve encouraging employees to reuse items and reallocating equipment like laptops and furniture to meet changing needs, avoiding unnecessary procurement. Recycling is prioritized for materials such as paper, plastics, and glass, ensuring compliance with waste management regulations. Recovery efforts include partnerships with waste management providers and exploring energy recovery from non-reusable waste.

We also continue to engage with employees on the topic of circular economy and plastic pollution. Across our Europe Cluster countries, eleven countries took part in an initiative in collaboration with NGO River Cleanup. In 2023, this involved incentivizing employees to complete sustainability awareness training around Green IT with an internal challenge across the countries for the highest module completion rate, won by Austria. We also had several cleanups in Lisbon and in Brussels.

Training programs ensure employee compliance and engagement on the topic of circular economy and pollution through modules on our Sustainability Campus, whilst monitoring tools track progress against waste reduction targets. Capgemini strives to foster a culture of responsible consumption, moving beyond the traditional three R's (reduce, reuse, recycle) by emphasizing refusing unnecessary materials and rethinking consumption patterns.

During World Environment Day, we launched our Zero Hero campaign encouraging colleagues to take action to address their "corporate clutter". A fully global initiative with sorting stations across our offices in 33 countries, the campaign aimed to promote waste reduction and circularity. Employees could bring unwanted corporate items to sorting stations for reuse, donation, recycling, or disposal. The campaign raised awareness about waste issues, educated on circularity, incorporating webinars and a comprehensive toolkit for success. There were local actions and social media activity, including in:

―	Belgium - Non-profit, Solentra, a War Trauma Therapy Center, was supported through furniture donations from Capgemini's previous office;
―	Ukraine - The office collected and donated clothes to support the needs of families impacted by the flooding in Kakhovka;
―	Australia & New Zealand - we provided employees with keep-cups to eliminate the use of single use coffee cups and created a coffee reward system in collaboration with local businesses when people use their own keep cups;
―	Japan - The No Paper Cup Challenge was launched during the campaign asking employees to bring their own cups and bottles to the office to reduce single-use paper cup waste.

These are just a few examples of the diverse strategies that contributed to the Zero Hero campaign's success, from nurturing a sustainable culture to integrating sustainability into daily practices.

Our commitment to waste reduction also remains steadfast with a series of ongoing initiatives in 2023. We are incorporating organic waste practices into additional sites where local availability allows, including having our own organic waste converters on site in offices in India. To enhance awareness, updated posters now communicate waste hierarchies. Furthermore, our commitment extends beyond waste minimization, as we actively contribute to social causes by donating furniture or IT equipment to NGOs.

We have also worked this year on tackling office waste by taking a more digital approach, with CRES America driving advanced waste management practices with two groundbreaking initiatives: Spare-It and EvoEco.

Spare-it integrates connected waste scales and digitalizes contamination assessment for accurate data collection by stream, by floor, and at scale for our offices. Spare-it waste intelligence platform promotes transparency and engagement through real-time displays. EvoEco's smart bin transforms waste sorting into an interactive experience with digital screens showcasing proper segregation. Both initiatives collaboratively create a robust waste management ecosystem, collecting precise data, educating employees, and advancing towards a zero-waste future. These innovations align with CRES Americas' mission to minimize environmental impact and contribute to a greener, more conscientious workplace.

Metrics	Unit	2019	2022	2023	% change vs 2019	% change vs 2022
Resources - Reused	tons	2	9	272	16,578%	2,900%
Resources - Recycled	tons	1,906	1,225	1,296	-32%	6%
Resources - Anaerobic digestion, composting	tons	543	141	259	-52%	84%
Resources - Diverted from disposal	tons	2,450	1,375	1,827	-25%	33%
Non hazardous waste incinerated with energy recovery	tons	238	325	322	35%	-1%
Non hazardous waste incinerated without energy recovery	tons	0	0	0
Non hazardous waste landfilled	tons	3,568	481	348	-90%	-28%
Non hazardous waste directed to disposal	tons	3,807	805	670	-82%	-17%
Hazardous waste	tons	0	0	0
Total waste generated	tons	6,257	2,180	2,497	-60%	15%
Total waste generated - per headcount (average total headcount) kgs/head	kgs/head	23.4	6.2	7.2	-69%	15%

Scope: Capgemini group.

We follow the GRI categories for waste reporting in the table above.

The overall increase in waste generated in 2023 reflects the significant increase in employees using our offices since Covid restrictions were no longer in place in 2023.

We have expanded the scope of our e-waste reporting which has resulted in an increase in recycled and reused emissions for all years.

4.2.3 Helping our clients with their sustainability journey (policy and achievements in 2023)

[GRI 302-1]; [GRI 302-2]; [GRI 302-3]; [GRI 302-4]; [GRI 305-1]; [GRI 305-2]; [GRI 305-3]; [GRI 305-4]; [GRI 305-5]

[SASB TC-SI-130a.1]

ESG policy priority B: Lead to low-carbon economic transition by helping our clients achieve their environmental commitments.

4.2.3.1 Our Sustainability Accelerator program

As one of the world's leading business transformation partners, we are in the best position not only to reduce our own environmental footprint, but also to help other organizations deliver their sustainability transition, ensuring maximum positive ESG impacts while enhancing their value chains.

In 2020, we publicly committed to help our clients save 10 million tCO ₂ e by 2030.

This is the second year running that Mr. Aiman Ezzat has named sustainability as one of top 3 annual priorities, again placing sustainability at the very heart of our Group's strategy and underlining its importance in all we do.

a) Our vision across the Group

In 2021, we launched our Sustainability Accelerator to orchestrate our sustainability value proposition and embed sustainability across all our business lines, geographies and sectors. Backed by our partner ecosystem, this internal body identifies trends to accompany our clients on their journey today and support them with their future challenges. The Sustainability Accelerator also tracks and monitors the sustainability projects we deliver and the greenhouse gas emissions we help our clients save with dedicated processes and tools that we have developed.

b) A robust portfolio of offers

We have updated our framework of offers to adapt to the evolving market challenges and help our clients at any point of their sustainability journey. Our 5 main offers now further embrace the full breadth of ESG for our clients:

SUSTAINABILITY FRAMEWORK OF OFFERS

Commit	Act			Monitor & report
Sustainability Strategy & Governance	Sustainable Products	Sustainable Operations, Manufacturing & Supply Chain	Sustainable Technology	ESG Management & Reporting

Sustainability Strategy & Governance

Organizations today are under pressure to deliver on sustainability. At the same time, over 60% of executives now say that the business case for sustainability is clear. We help our clients consciously accelerate sustainability by defining actionable strategies, developing measurable commitments, creating comprehensive transformation roadmaps, choosing smart investments, identifying new business models, and enacting culture change to deliver tangible value through proactive governance for all stakeholders and the planet at large.

Sustainable Products

Making products that are better for the planet creates value for shareholders. According to the Capgemini Research Institute, 73% of organizations have seen an increase in revenue growth and 75% have seen an increased ability to attract capital through sustainable product initiatives. At Capgemini, we create, engineer, and redesign products by holistically considering planetary boundaries, product life cycles, current and pending regulations, cost constraints, and corporate values to delight customers and unlock competitive advantage through patents, green energy, digital product passports, circularity, and climate tech.

Sustainable Operations, Manufacturing & Supply Chain

According to joint research by CDP and Capgemini, Scope 3 emissions represent the overwhelming majority (92%) of emissions disclosed but only 37% are currently being addressed. While many companies have started their journey towards achieving net-zero emissions, systemic collaboration across and between value chains is fundamental to align and upgrade corporate strategies and industrial policies. And it goes beyond just carbon, only 16% of organizations have completed an assessment of their supply chain impact on biodiversity. This is why we drive our clients' transparency and resiliency while unlocking innovation across the entire value chain by leveraging technologies and data to tackle issues including responsible procurement, traceability, biodiversity, resource efficiency, and waste resulting in increased customer satisfaction and loyalty, higher market share, and improved profitability.

Sustainable Technology

From user devices to data centers and networks, the technology powering business today has a significantly high carbon footprint, and its energy consumption is expected to increase three-fold from 2010 to 2025. With the explosion of data & AI in addition to technological advances, more and more resources are required to power the business. We champion sustainability through both Green IT and IT for Green initiatives that reduce the digital and technological impact, embrace sustainable technologies, improve services and employee experiences, and spark culture change by engaging IT and employees alike, all while measuring your progress and its impact.

ESG Management & Reporting

Our clients face a rapidly evolving landscape of reporting standards and regulations including the EU Corporate Sustainability Reporting Directive (CSRD). Beyond mandatory reporting, there is increased pressure for more transparency. Supplier due diligence is under the spotlight while 33% of consumers globally believe organizations and brands are communicating false advertising on their sustainability initiatives. At Capgemini, we go beyond carbon and mandatory reporting to help measure commitments, monitor progress, and provide transparency. We securely harness data across companies' entire ecosystems to improve ESG performance and the bottom line.

c) Continuously upskilling our people

Our Sustainability Campus, launched in June 2022, acts as the virtual learning hub to provide our +340 000 employees worldwide with continuously enriched resources, based on their role and sector. This platform is jointly managed by the Sustainability Accelerator and Capgemini University teams. Employees can reinforce their knowledge of global sustainability issues and learn more about our own corporate commitments and actions, and the impact of our sector. It also provides information about our products and services, highlights the challenges within specific sectors, and deep dives into key topics such as the circular economy or biodiversity, as well as a series of role-based and industry learning pathways.

It received a gold award for "Best Advance in Learning in the Flow of Work" by Brandon Hall, an organization certifying Human Capital Management Excellence Awards around the world. The Campus also has benefited from great visibility within Capgemini group, as more than 67% of our employees have now completed the Globe Awareness Module and 80% have completed the Sustainability awareness module. Additionally, 239 of our leaders completed the Stanford Strategies for Sustainability course and 20 participants completed the Exeter course in 2023.

4.2.3.2 Our achievements in 2023

In 2023, we amplified our impact by scaling up our organization set up in 2022.

In January 2023, Mr. Cyril Garcia was appointed as head of Global Sustainability Services and Corporate Responsibility. A member of the Group Executive Board since 2018, Mr. Cyril Garcia is now responsible for integrating sustainability across Capgemini's portfolio of services in addition to driving the Group's own sustainability agenda and CSR activities.

The focus of the Accelerator evolved to ensure we go to market with a robust sustainability services portfolio and ecosystem to help our clients accelerate their transition while managing and anticipating the impacts of ESG regulation. Two new focal points have been added to the Sustainability Accelerator: data (to enrich data capabilities across the Group) and climate technologies (to foster innovation and build new ecosystems and solutions to help our clients accelerate their ESG journey).

a) Client success stories

Throughout 2023, we accelerated the momentum and delivered more than 3,000 deals on sustainability topics for 870 clients.

Examples of 2023 client successes:

Strategy & Governance

―	We signed a 10-year agreement to accelerate Eneco's transition towards sustainable energy. We notably helped this company cut its scope 1, 2, and 3 CO ₂ emissions by roughly 6-7 megatons by 2030, accelerating its transition to net zero in 2035 and retaining its leadership in renewable energy.
―	With OCAP (Organic Carbon for Assimilation by Plants), we developed and implemented the MyOCAP digital ecosystem, an innovative platform that enables organizations to accurately track, measure, and control their CO ₂ distribution for effective reuse or prevent unnecessary emissions.
―	We helped a French commercial bank improve gender balance by steering the governance of the whole program (recruitment of stream leaders, etc.), developing a mentoring program for women with dedicated training (inclusive leadership, etc.) and organizing talks for women.

Sustainable Products

―	We collaborated with Hyliko to set up a world-class heavy mobility platform that offers hydrogen and trucks as a service for freight transportation companies. We took it from concept to company to provide freight transportation companies with a more sustainable, carbon-negative alternative.
―	We have supported ITER (International Thermonuclear Experimental Reactor), a clean and large-scale fusion energy project for over a decade to help realize its vision, from construction and engineering to project management. We have helped provide a blueprint for future energy generation across the globe.
―	We supported a French car manufacturer in designing a new range of 100% electric city vehicles that are 50% recycled.

Sustainable Operations, Manufacturing & Supply Chain

―	We helped Automotive Cells Company build a gigafactory dedicated to electric vehicle battery production. We created a best practices repository about gigafactory specific processes and operations to quickly replicate the model.
―	We helped a postal and logistics services company redesign its supply chain, creating an intelligent and sustainable network that improves the customer and employee experience, and strengthened its territorial presence.
―	We deployed a tool for Siemens Healtheneers to drive supply chain efficiency and measure achievements in reducing waste, complying with environmental regulations and reducing inventory and emissions through optimized forward and reverse logistics.

Sustainable Technology

―	The Office for Zero Emission Vehicles partnered with Capgemini to implement a cloud-based web portal that provides a single access point and data repository for all grant applications.
―	We developed Eramet's "Connected Concessions" application, which uses drone imagery to improve vegetation inventory and rehabilitate land. We transformed its mining operations to limit environmental impact through AI.
―	We collaborated with Naturalis, the National Research Institute for Biodiversity based in the Netherlands to launch, using Amazon Web Services (AWS), the latest edition of the Global Data Science Challenge (GDSC) and create a new AI model that can identify insects with ~92% accuracy.

ESG Management & Reporting

―	We supported Breitling in the implementation of the Salesforce Net Zero Cloud to automate data processes, improve visibility, and reduce the time and errors associated with manual work. This enables Breitling to collect carbon data at scale throughout its entire value chain and fine-tune its measurement accuracy.
―	As part of an established consortium of scientific and industry experts, Capgemini supported the European Space Agency in raising the global standard of emissions data quality to help build a more sustainable future. ESA's World Emission portal centralizes global data on GHGs and atmospheric pollutants, leveraging satellite observations to provide more precise, frequently updated information with improved spatial and temporal resolution.
―	We implemented a Financial Services company's Climate Datastore to meet the Paris Agreement's net-zero emissions targets on a portfolio level. We reduced its financed emissions, increased ESG data monitoring and transitioned away from high-emission activities.

b) Continuous upskilling of our talent

In 2023, we worked collaboratively with +50 internal sustainability experts at Capgemini and the University Campus Learning & Development team to define the content and design of 26 new e-learning pathways and a live game in the Campus. Realized upskilling objectives for this year were five-fold:

―	Integrate Capgemini's new "Business to Planet" sustainability narrative into the Globe Awareness Module - a soon-to-be mandatory Capgemini module on the fundamentals of sustainability for all employees.
―	Create awareness-level modules on key sustainability topics for all employees such as: Life Cycle Analysis, Biodiversity, Circular Economy, Planetary Boundaries, Capgemini Internal Environmental Topics.
―	Develop sustainability upskilling content tailored to roles and industry skill specificities. This includes IT technical roles, business roles, support functions and sectors.
―	Increase engagement on the platform by launching a live game on Ecodesign Principles to make the learning experience more interactive.
―	Upskill executive leaders from our top Capgemini accounts on sustainability by completing Exeter University's certifying training program.

c) Analyst recognition

Industry analysts continued to recognize Capgemini for sustainability services in 2023, naming it as a leader in 15 separate sustainability specific reports. Highlights include:

Sustainability Strategy & Governance

"Capgemini shows strengths for customers that are looking to develop and implement a wide-sweeping sustainable business transformation. With capabilities across all functional groups of a business, Capgemini will be able to support clients looking for advisory, engineering, energy, data, and digital solutions for their sustainability journey." - IDC MarketScape: Worldwide ESG/ Sustainability Strategy Consulting Services 2023 Vendor Assessment.

Sustainable Technology

"Capgemini's sustainable IT services encompass strategy and employee engagement, aiming to transform culture as well as drive sustainability. Capgemini stands out for its ability to design and engineer clean tech, securing patents and investing in research on sustainability topics to anticipate client needs." -The Forrester WaveTM: IT Sustainability Service Providers, Q3 2023.

ESG Management and Reporting

"Capgemini shows its strength in the breadth of its program management offerings. From simple carbon calculators and accounting services to deep AI-powered data management and analytics, Capgemini has a wide range of services built to meet clients where they are, regardless of maturity, industry, or materiality." - IDC MarketScape: Worldwide ESG Program Management Services 2023-2024 Vendor Assessment.

d) Market leadership

Participation in global major events to introduce sustainability topics including:

―	ChangeNow: Capgemini participated in this key European initiative presenting disruptive solutions to climate and biodiversity challenges, organized learning expeditions focusing on sustainable procurement and promoted thought leadership on circularity and resource scarcity, while communicating for the first time our Business for Planet Modeling service to analysts.
―	NY climate week: As an official partner of the largest annual climate event for the second year in a row, Capgemini organized an exclusive Capgemini Connect day which welcomed 340 participants around key sustainability themes, from circularity to energy transition and climate technologies.
―	World Climate Foundation (WCF) events: Capgemini pursues a long-lasting partnership with the World Climate Foundation, which is in charge of the World Biodiversity Summit that occurred during Climate Week as well as the business side event of COP. As the largest C-level B2B convening alongside COP, the World Climate Summit facilitated the exchange of best practices and innovations across vital sectors crucial to decarbonization efforts in the areas of energy, transport, buildings, industry, finance and nature.
―	Hannover Messe: The world's leading trade fair for industrial technology was a key moment for Capgemini to showcase its expertise in the Intelligent lndustry.
―	Vivatech: With a strong spin on Innovation, Sustainability, Sports and Tech, we showcased key thought leadership content including Conversations for Tomorrow #7 on Climate Tech, and demos such as the Business for Planet Modeling offer.
―	Paris Air Show: Capgemini brought a partners' vision into focus by talking Digital Continuity, connected Aerospace and Defense (A&D) and presenting a whole line-up of demos including the new collaborative platform designed in partnership with Amazon Web Services for automating the inspection process for aircraft owners, operators and maintainers.

Publication of 29 thought leadership reports and points of view

With five Capgemini Research Institute reports and circa 24 PoVs on crucial sustainability topics, Capgemini extended its sustainability research throughout 2023, strengthening its expertise in topical and sectoral domains.

The yearly report on sustainability business trends, "A world in balance 2023", has notably highlighted that sustainability, both at an environmental and social level, is moving up to the corporate agenda. Climate technologies constitute a key domain Capgemini is delving into through a new dedicated report.

Other points of views and interviews have enriched Capgemini's research this year, exploring namely key industrial stakes in client and partner roundtables, as well as societal levers to enable climate action in a report co-developed with BLOOM and Dassault-Systèmes. All reports and insights are available on our website.

4.3 Social: aligned entrepreneurs with protection & respect for all

Capgemini is a people-oriented business. Together, we tackle the challenges of today and tomorrow in a demanding environment, working closely with our clients to build the future they want. This requires 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 individualized learning paths, appropriate guidance, and coaching, as well as fostering a positive and 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 be inspired 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 through their daily work.

Three ESG priorities are focusing on Social and Societal matters to drive value and fuel growth:

―	ESG policy priority C: Relentlessly invest in our talent through a unique experience developing tomorrow's skills;
―	ESG policy priority D: Enhance a diverse, inclusive and hybrid work environment;
―	ESG policy priority E: Support digital inclusion in our communities.

4.3.1 Own workforce

4.3.1.1 A global Human Capital Management approach

a) Human Resources Governance

We define Human Resources (HR) strategy and drive implementation with efficiency through a strong governance:

―	the CEO, the Group Executive Board and the Group Executive Committee collectively steer the people ambition and people agenda of the Company and ensure alignment of the HR strategy to the overall business strategy of the Company;
―	HR governance bodies (HR Board and HR Executive Committee) define the strategic agenda of HR, ensure consistency across business lines and geographies, and follow up on execution. Progresses and outcomes are being measured through KPIs and people analytics;
―	global strategic priorities as well as specific talent agenda of each business entity are being defined and refreshed every year.

b) People Analytics

People Analytics as one of the Expertise Hubs is positioned to provide approaches that can enhance the People Experience and Business Value. With the aim of bringing harmonization and consistency in People-related metrics, the key dashboard 'People Insights' is embedded into the ways of working for Business and HR leaders. These automated solutions are scaled across the Group, empowering the wide range of stakeholders to bring Data-driven approaches for all key people-related decisions.

With changing Economic context and People expectations, the People Analytics expertise hub provides holistic insights on topics such as leadership, Talent, Rewards, Well-being, Engagement, Labor market conditions, etc., to aid the design of key people policies using data.

4.3.1.2 Human capital risks and opportunities

We are convinced that our human capital is a key asset to thrive in our Industry. As we navigate in a competitive talent market, with economic uncertainties, we aim to attract, retain and develop top talents and leaders. Our HR strategy is underpinned by 3 key pillars, designed to support Capgemini's growth ambition:

―	build organizational resilience through agile skills growth at scale;
―	develop strong leadership pipelines;
―	foster a flexible, diverse, and engaged workforce: provide a best-in-class personalized People Experience to foster a strong sense of belonging and enhance engagement, well-being and productivity. We aim to create a unified people experience through the 'moments that matter' for our people.

To attract and retain the best talent to serve our clients and business growth, Capgemini has developed a dynamic and evolving skills pipeline, filled internally and externally. Our brand promise "Get The Future You Want" captures the Capgemini experiences we offer and plays a key role in increasing our brand attractiveness. At Capgemini, we relentlessly invest in our talent development, with a commitment to increase learning hours per employee by 5% annually, thereby keeping up with the fast-changing market and dynamic technology trends.

Our commitment to diversity and inclusion is deeply embedded in our corporate identity, as we recognize the transformative power of a diverse workforce. By fostering an inclusive culture, Capgemini aims to harness a wealth of talents, skills, and perspectives, enabling proactive adaptation to dynamic client needs and establishing a community of forward-thinking entrepreneurs. The comprehensive Diversity and Inclusion strategy extends beyond gender parity to embrace all aspects of identity, ensuring an open, collaborative, and safe environment for individuals to thrive authentically.

In 2023, Capgemini continued to demonstrate its unwavering commitment to workers' rights, collective bargaining coverage, and to fostering a robust social dialogue. We commit to maintaining a constructive employee dialog and labor relations as we are convinced that employee dialog is a powerful tool to move forward, while allowing safe and conflict-free change. Building upon its dedicated policies, including the ESG Policy, Anti-corruption Policy, Code of Business Ethics, Data Protection Policy, Human Rights Policy, and Supplier Standards of Conduct, Capgemini actively manages both actual and potential material impacts on value chain workers.

Capgemini's commitment to employee health, safety, and well-being is underpinned by a vigilant approach to mitigating risks across various work environments. In fostering a safe, caring, and flexible work culture, the Company addresses potential risks related to office and remote work, external sites, accidents, emergencies, travel safety, and mental health challenges. This commitment extends to diverse work settings, high-risk travel destinations, and is reinforced by country-specific policies, ensuring adherence to ISO 45001 standards globally. Capgemini also proactively addresses the multifaceted risks to employee well-being by incorporating robust tools and support systems.

4.3.1.3 Attract and retain employees to serve our clients and our business growth (policies, actions and main achievements in 2023)

[GRI 2-7]; [GRI 201-3]; [GRI 202-1]; [GRI 202-2]; [GRI 401-1];

[GRI 401-2]; [GRI 401-3]; [GRI 404-2]; [GRI 404-3]

[SASB TC-IM-330a.1]; [SASB TC-SI-330a.2]

a) Talent attraction, engagement and rewards programs (Human resources policies and actions)

The Capgemini brand is a key asset for attracting top talent in the market. In 2023, we hired 61,182 people, with a gender balance ratio of 40.2% women. Capgemini increasingly gains market recognition in terms of diversity and people awards, driven by various inclusion and employee experience programs. We have further built out our reach on expert capabilities through digital channels, like LinkedIn, where we now source a substantial share of talented employees at mid and senior levels.

Capgemini is convinced that the experience it offers to its employees is the key lever for driving the Group's attraction and retention, and ultimately 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 to improve it constantly and adapt it to the fast-paced changes in employee expectations. These efforts directly support the Group's Inclusion and Talent strategies.

HR supports Capgemini business growth and strategy in four major areas:

―	develop a dynamic evolving skills pipeline;
―	zone in on building skills at scale;
―	continuously build and strengthen a deep pool of enterprise and transformational leaders;
―	focus on a flexible, engaged, mobile and high performing workforce.

1. Develop a dynamic skills pipeline, using both internal and external talent pools with a focus on acquiring and growing skills in demand

Talent brand & attractiveness

At Capgemini, our brand promise "Get the future you want" captures the spirit of Capgemini Employee Experiences. 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 is possible. Time and again, our clients tell us that it is our people that set us apart from the competition. We naturally strive to hire the best talent, but it is the opportunities we offer that enable them to flourish in their roles and create value for some of the world's biggest companies.

Our people and their experiences build our "talent brand", showcase us as an employer of choice in the market and make it an attractive proposition for top talent to work with us.

Given the range and volume of our recruiting, a multi-channel approach is necessary:

―	the Group defines the content, concept, tools, and rules of our attractiveness, selection processes and candidate experience;
―	recruitment processes and campaigns are approved by the Operational Units and comply with Group standards; and
―	the operational recruitment teams define and operate the multi-channel approach to attract and select the best talent.

Capgemini has fair and integrated processes in place to ensure we identify, promote, expose, and develop our people for greater opportunities. We consistently encourage our recruiters to be genuine and their own 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.

We put a particular focus on welcoming and integrating into our company the large share of young professionals who join us every year. From the very start of their careers, we set expectations for dynamic growth, a diverse and safe environment with quarterly promotion opportunities based on their project contributions and the speed at which they acquire relevant skills. The success of our business 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 them to seize personal growth opportunities.

We are constantly evolving the Capgemini people experience to meet the demands of talent today, from building on our hybrid working policy to give employees the freedom to work from abroad for up to 45 calendar days in a 12-month rolling period, to continuing to build out our leading learning offer.

Crafting a Compelling Employee Promise

In our pursuit to solidify Capgemini's talent brand and strengthen our talent acquisition efforts, we refreshed our employer value proposition this year. For this framework to resonate effectively, it must not only attract potential candidates but also resonate authentically with our employees and align closely with our management's vision.

This refreshed value proposition relies on three fundamental pillars. Firstly, it revolves around empowerment, recognizing the desires of today's workforce for flexibility, growth opportunities, and levels of responsibility. Secondly, it embodies our culture, drawing inspiration from our core values of Team Spirit and Fun, addressing pivotal societal aspects like diversity and inclusion. Lastly, it is designed to ignite the workforce's passion by showcasing individual contributions within projects and collective impacts on society and the planet.

This global framework has steered our talent outreach initiatives, enhancing Capgemini's visibility and attractiveness. These foundational concepts were seamlessly integrated into our global talent campaign "Rewrite your future" and are prominently featured on our online presences. Based on concrete proof points coming directly from the feedback of our employees, this framework equips our talent acquisition stakeholders with the tools to effectively convey the appeal of joining Capgemini.

Furthermore, our commitment to being an attractive employer has been underscored by our presence once again this year in Universum's global Top 50 most attractive employers for IT students. This recognition signifies Capgemini's ongoing journey toward becoming increasingly appealing to both internal and external talent.

Committed to a best-in-class Candidate Experience

Continuing our active presence across online and offline channels remains integral to our strategy in captivating talent to join Capgemini. As part of our commitment to offering a tailored journey, in 2023 we completed the relaunch of our global, and 35 local, career websites aiming to cater to specific nuances, providing visitors with comprehensive insights into the diverse array of roles available at Capgemini. These platforms serve as gateways to engage with individuals exploring career possibilities within our company while showcasing our professions and better guide them through the application process with insights into the recruitment journey and advice for interview success. These efforts show our dedication to becoming more candidate-friendly and informative at every stage.

Furthermore, our ongoing journey involves harmonizing tools and processes to ensure a consistent candidate experience for everyone interested in a career at Capgemini. This year's milestone saw the implementation of our new application tracking system across seven countries. This unified tool is a crucial step towards delivering a consistent and qualitative experience to all applicants within the group by 2025. It not only streamlines maintenance but also fosters international collaboration and facilitates the upskilling of our teams, underscoring our commitment to enhancing our workforce's capabilities.

Leveraging Strategic Partnerships for Talent Acquisition

Capgemini's strategic partnerships with the Nobel Prize or as sponsors of major sporting events like the Rugby World Cup, the Ryder Cup or Peugeot Sport have emerged as pivotal pathways for talent acquisition. These partnerships have facilitated a spectrum of engaging events across campuses, offices, and even in the Metaverse, serving as compelling platforms to capture candidates' attention and advocate for ambitious projects. For example, in France, host country of the Rugby World Cup, Capgemini organized job dating sessions directly within World Cup stadiums, amplifying our outreach and engagement with prospective candidates.

These partnerships have also helped elevate our global recruitment campaigns, allowing us to spotlight not just men's rugby but also our robust commitment to promoting women's rugby, emphasizing our dedication to diversity and inclusion.

Beyond external recruitment initiatives, we have fostered employee engagement and nurtured team spirit through internally hosted events like our Rugby World Cup and our golf competitions. These internal initiatives emphasize our vibrant workplace culture and strengthen team spirit among Capgemini employees. Our partnership with the Nobel Prize facilitated a remarkable opportunity for three young Capgemini employees who engaged in an online discussion with Mr. Ben Feringa, the 2016 winner of the Nobel Prize in Chemistry. These initiatives underscore our commitment to fostering multifaceted engagements and nurturing the interests and aspirations of our talent.

Digital onboarding - first experience at Capgemini delivered digitally

In 2023, Capgemini moved strides to improve its onboarding experience for new employees - starting as soon as the new joiner has signed their contract - with an enhanced digital experience, virtual networking event, and tailored NEXT learning offer.

Digital onboarding experiences are now offered to all employees joining Capgemini, regardless of experience, role, or grade:

―	after signing their employment contract, preboarders are given access to a limited digital learning platform, UpNEXT, to access onboarding materials and mandatory training. To date, almost 9,000 people have accessed UpNEXT since its launch in July 2023;
―	from their first day, new employees are invited on a digital journey of learning and discovery to support them through their first nine months of employment. All employees can access the GetOnboard plan in NEXT, offering guided digital learning with gamified assets, videos, buddy programs and e-learning modules. We have set up a digital learning plan that delivers relevant training modules to deepen the New Joiner's understanding of our company's values, culture, and strategic objectives. We encourage the creation of circles of confidence through a workshop called "Green Dot Moments" to strengthen the peer-to-peer experience;
―	employees are also invited to attend a RISE global digital onboarding event. These monthly events are hosted by internal leaders to present information on Capgemini, increase awareness of our culture and values, and encourage people to continue their onboarding learning journey. In 2023, almost 20,000 new employees attended a global RISE event with an average rating of 9 out of 10;
―	entry Interviews, called "Getting Started to Succeed Conversations" are held between the New Joiner and their Manager, with the objective of aligning working methods and requirements from the beginning of the collaboration;
―	industry knowledge has been strengthened during the Onboarding phase to ensure that all Joiners can speak the language of our Clients.

The onboarding journey is completed after nine months and a celebration game will be launched in early 2024.

2. Zone in on building skills at scale

Relentlessly invest in our talent, developing tomorrow's skills

At Capgemini, it is essential to empower our people to learn and grow every day to be future ready, and to provide the best added value to our clients. We strive to foster an environment that enables our people to access the right learning, in the right way, and at the right time, with a holistic and people-centric learning experience. We want to build a company of "learn-it-alls," turning potential into business value and ensuring our employees' sustainability and long-term employability as their careers progress throughout Capgemini and beyond.

To respond to a fast-changing market, dynamic technology trends, and the increasingly agile expectations of our clients and people, every Capgemini employee - from new graduate hires to senior leadership - can expect a unique and high standard of learning offers, tools, and support.

Our ESG commitment is to increase the learning hours of every employee by 5% year-on-year, from 45.7 average learning hours per participant in 2021 to 71.0 Average Completed Learning Hours (ACLH) by 2030 - demonstrating our commitment to grow our talent and recognize learning as a value creator and continually investing in development to support career growth.

Understanding that Learning is a key talent attractor and retainer for our organization, our latest learning Pulse score (as of December 23) of 8.1 (out of 10) demonstrates our employees' appreciation for our Learning and Development offers and the value that they bring to our workforce. Even more so, by analyzing our latest Pulse data, we can directly correlate the impact of learning on team engagement and retention, as well as performance and promotion, demonstrating the value that learning provides to our employees, business, and clients:

―	top Talent participants increased performance ratings in the year following the completion of their program versus their peers;
―	teams with a manager who has a Connected Manager certification have 5% lower attrition;
―	managers with a Connected Manager certification are more likely to be promoted than their peers who have not completed the program.

Integrate workforce planning and skills development

Our mid-term, tactical workforce planning enables us to proactively anticipate market developments and their impact on our resourcing requirements.

Our global staffing operating model and tool are designed to harness business demand, skills, people data and project mobility choices to map the pool of relevant talent profiles against demand. This is further leveraged by our workforce planners and resource managers to ensure we assign our talent to the right demands to enable top-quality talent delivery and development.

Our tool offers the opportunity for employees to express their interest in selective projects to pursue their career, rather than having a resource assigned directly. Any unfulfilled demand is flagged to the external market in line with our core staffing principle to "look internally first before going to the market".

Propose an outstanding digital learning platform

NEXT helps drive our global ESG commitment, making learning accessible to all our employees with a unique platform offering of digital learning content. Offers are either curated internally to put learning in the context of our Capgemini-specific roles and needs, or with our world-class knowledge partners such as Harvard Business, Coursera, Pluralsight, Udemy among others, plus our technology partners including Microsoft, AWS, Google and more. In 2023, 96% of the Capgemini workforce used NEXT, with the majority (92%) of our total headcount regularly engaging in digital learning.

NEXT also caters to changing business and employee priorities as we develop learning programs at speed and scale to reflect the latest market and client demands. Using NEXT, the internal development team were able to produce a new Generative AI Campus - hosted on NEXT - in just ten weeks.

Yet, our learning experiences do not end with NEXT as we also offer hybrid programs, face-to-face experiences and events, peer-to-peer learning with our GARI platform, as well as coaching and mentoring opportunities, and learning assessments and labs. From the in-the-flow-of-work digital learning to our certification preparations and assessments that recognize the experience and expertise of our people, not to mention our professional community networking opportunities and events, the diversity of our offers brings a richness of experiences to our employees to offer the right learning at the right time that is delivered in the right way.

So much so, our offers have been recognized by the Brandon Hall Group, receiving 26 Excellence Awards in 2023 across our learning offers globally, including a Gold Award for Best Learning Team, which reflects the commitment to driving impact and value in our learning offers across the Group.

Tailor Learning and Development to our employee and business needs

Alongside our learning-for-all promise, Capgemini also tailors all Learning and Development across five skills dimensions that we expect all our employees to develop: Personal Effectiveness, Leadership, Business & Methods, Technical, and Industry. Our five skills dimensions ensure a well-rounded workforce enabling our employees to optimize their personal performance and enhance client value, drive delivery excellence anticipating client agendas, foster growth and innovation, and be future ready.

Personal Effectiveness

Throughout a Capgemini employee's career, we offer learning programs to support our employees in their day-to-day job. From onboarding as a new joiner through to our foundational training on ethics and values, diversity and inclusion, sustainability, data protection, cybersecurity, and more, our Personal Effectiveness learning programs provide an understanding of how we operate in Capgemini, offering everything our employees need to know to be safe and successful in their roles.

2023 saw the redesign of the Group Compliance Modules, providing employees with gamified scenarios to develop the skills they need to meet Group compliance regulations. From May 2023, four new compliance modules were launched including Cybersecurity, Intellectual Property, Competition Laws, and Group Anti-Corruption. The fifth module, Data Protection, will be launched in 2024. With this suite of five compliance modules, the goal is to empower all employees to have the confidence to take control and be accountable in their work, ensuring they can operate safely, ethically, and successfully for and on behalf of Capgemini.

We also continued to drive the Group Sustainability Campus, providing employees with the skills they need to meet the challenges of climate change. After completing a basic awareness module with content from recognized external experts on environmental concerns, employees can learn more about Capgemini's commitments, actions, and approach when working with clients. The goal is to empower all employees to increase their impact throughout their projects and client interactions. In 2023, 80.3% of the Group's employees had completed the Sustainability awareness module within the Campus.

Leadership

As emerging technology and new business models are transforming the way the world works, employees expect greater flexibility in their work, and society is demanding that business steps up to play a more active role in solving social greatest problems, from climate change to social inclusion. To build the leaders we need now and in the future, we enable all our employees to grow in line with our leadership Vision (more information on our leadership Vision is included later in this Section).

During 2023, we worked to further democratize leadership development across the organization based on our leadership Vision and the belief that leadership is for everyone, not only formal leaders and executives. This means all employees - irrespective of grade, experience, or role - are invited and encouraged to understand the leadership Vision and embody it in their daily interactions. By doing this, the leadership Vision constitutes a growth opportunity for all employees. This year we :

―	introduced the leadership Vision to potential new hires, onboarders and existing employees, including an overview of the leadership development offers employees can access throughout their Capgemini careers;
―	aligned the leadership Vision to our performance management approach to reinforce the connection between leadership and performance with learning resources for all employees, people managers, and the wider HR community;
―	adopted the leadership Vision into our formal development offers such as "Connected Manager" (reaching 30% of the management-level community), RISE Onboarding events, and the VP360 executive development program.

For Managers and Directors: our "Connected Manager" program offers a flexible learning format to support Managers in building trusted, engaging, and supportive relationships with their teams using the leadership Vision, while equipping them with practical management tools and best-in-class learning from Harvard Business Publishing. Here, we aim to enable managers to step into their role with confidence and the ability to inspire and grow their teams. More than 35K Managers have completed the program since its launch and, in 2023, the program won three Brandon Hall awards recognizing its business benefit to Capgemini, and establishing its position in the industry as a world-class talent development offer.

Capgemini's Top Talent programs are designed to accelerate and strengthen Managers and Directors in their leadership skill set. Three Talent strengthening programs are offered to build holistic leadership capabilities: Grow & Inspire, LEAD, and Pacesetters, while another two are offered to provide participants with transformative experiences to become change champions for Capgemini and boost their career path in the Group: Connect & Drive and Game Changers. Offered to the Group's top 6% of Managers and Directors, the Top Talent programs are a hybrid offer, with a mix of digital and face-to-face learning over several months.

In addition to this, Managers and Directors are further supported by leadership Masterclasses, which are tailored to employee grades and provided in a virtual workshop format.

For Vice Presidents: during 2023, we continued to embed our leadership Vision among our Vice President (VP) population, engaging them in an executive feedback and coaching development program, based on a 360° feedback process, aiming to enable significant change in our Capgemini senior leadership and build the foundations of a strong feedback and development culture. Our program for Executive Vice President is also being recognized externally, winning a Gold Brandon Hall Group Excellence Award for Best Advance in Executive Development.

Following the successful implementation of the VP program and to further democratize leadership development in the Group, the "GetAhead" Success Factors module aims to make the 360° process available to all employees, with the first deployment to 7 countries completed in 2023.

Alongside the VP360 program, we continue to develop our Vice Presidents to maximize their ability, help them to understand our Group priorities, become better talent magnets, and learn how to bring value and innovation to our clients through the principle of "One Capgemini". Hence:

―	our Onboarding New Executives (ONE) program ran four cohorts in 2023 to over 230 participants scoring an average of 4.3 out of 5;
―	the new Executive RISE event was piloted in Q4, with the aim of aligning Capgemini priorities with an Industry lens to our newly recruited executives and was delivered to almost 150 people at the first session alone; and
―	our VP leadership Series offered an expanded choice of themes for our senior leaders in 2023, encompassing six additional topics relevant to leadership development in the Group.

Business & Methods

We have truly global communities that transcend all business units and geographies, and we also have specific tools and methods to enable our people to deliver at their best for our clients.

Professional Communities: in 2022, Professional Communities were developed to foster a sense of belonging in our employees, provide a network of support, and accelerate their professional growth, while continuing to successfully deliver on our Group strategy. Our Business & Methods learning offers tailored online support, peer-to-peer learning, and community events to each Professional Community. Every employee in the Capgemini group belongs to a Professional Community. To support them in their career growth, Capgemini provides role-based learning experiences to help all employees develop the skills they need to deliver against our talent strategy, industry expertise, and corporate strategic framework.

We also offer more in-depth learning and development offers including accreditations and certifications - important assets to recognize the expertise and development of our people in their professional communities. One example is in our Architects and Engagement Manager communities, where we offer a world-class internal certification program from a Level 0 Aspiring through to a Level 4 Master. These global certification programs enable better staffing of complex engagements with the appropriate level of expertise and represents our commitment to elevating our excellence standards and practices across the Group.

Developing experts with focused learning programs: to further support the development of our more client-facing roles, we also offer development programs for our Delivery Excellence and Client Executive communities: named Advance and Elevate respectively. These competency-based programs aim to develop core capabilities and business acumen for employees, enabling them to become highly successful in their respective roles.

Both piloted in 2022, and launched formally in 2023, these programs have already been noted as best-in-class offers in Capgemini and the industry alike. Elevate also won five Brandon Hall Group Excellence Awards in 2023, including Gold for Best Sales leadership Development Program, and Gold for Best Program for Upskilling Employees.

Advance saw attendees from 19 countries coming together in one cohort to develop their skills. The program also won four Brandon Hall Group Excellence Awards including Gold for Best use of Blended Learning.

Technical

Technology is at the heart of everything we do at Capgemini, so it is only natural that we offer technical skills development for all. Whether you are an Engagement Manager or an Account Executive working with a client, or an Architect or Software Engineer looking for the latest developments in your expert arena, our learning solutions provide everything our employees need to know when it comes to technology in our industry.

Technology Portfolio Offers: Our Technology Campuses - Cloud, Data &AI, and Generative AI - provide access to the skills our talent need to leverage when it comes to our portfolio offers. These campuses build top-line understanding, awareness, and confidence to talk about these subjects with clients effectively, and provide depth of technical expertise in specific topics.

Alongside our internal development offers, Capgemini is also proud to partner with world-leading technology companies. We offer technical training on our Alliance Partners, including but not limited to, Microsoft, Microsoft Azure, AWS, Google, Azure, SAP, IBM, Oracle, Adobe, from basic training to official certifications via our NEXT platform.

In 2023 alone, just under 171,000 participants (50% of the Group) accessed learning via one of our campuses, with around 70,000 employees completing one or more Alliance Partner certifications, demonstrating how learning is supporting Capgemini's growth agenda in these strategic areas.

Upskilling employees on transformational IT: Our Generative AI Campus was launched in 2023 to help our employees increase their awareness, experience and skills in the biggest transformative topic our world has seen in decades. Here, learners are introduced to the topic of Generative AI, given the opportunity to understand our guiding principles, ethics and guidelines, and upskill in key development areas such as prompt engineering. The Campus offers both internal and external training resources with the opportunity to register for and replay key webinars, support learners in generative AI upskilling and complete technology partner accreditations to support group training ambitions. Since its launch in Q4 2023, almost 52,000 employees have visited the campus, contributing to just under 1 million learning hours, with around 18,000 employees completing a Generative AI partner training course (with Microsoft, Google or AWS).

Building experts in priority technology topics: The Capgemini Cloud Campus offers the latest in Cloud learning resources, with mentoring and collaboration opportunities for both beginners and experts. Launched in 2020, the Campus is continually refreshed with new learning pathways, thought leadership webinars, and technology partner events to support our employees to grow and deliver for our clients in this field. In 2023, close to 41,000 participants visited the Cloud Campus for their development with a significant proportion taking partner training. The Campus also won a Gold Brandon Hall Excellence Award for Best Learning Program Supporting a Change Transformation Business Strategy.

Our Data & AI Campus is one of Capgemini's leading technology learning programs offering awareness of data and artificial intelligence, to reinforce understanding in a topic, or prepare for expert certifications. The Campus provides essential knowledge and a chance to acquire new competencies and certified skills to enable employees to learn new work strategies and boost productivity in Data and AI-related projects. In 2023 alone, around 70,000 employees trained in the Data &AI Campus, with employees also choosing to develop with partner training. The Campus also won a Silver Brandon Hall Excellence Award for Best Unique or Innovative Learning and Development Program.

Following the acquisition of Altran in 2019, the Group became the undisputed leader in engineering, ready to embrace all types of technologies. The Engineering Academy launched in 2023, to support our engineers with role-relevant upskilling across ten different role families. Furthermore, role-based upskilling pathways for engineers have been incorporated into our other priority campuses, including Sustainability, Generative AI, Cloud, and Industry.

Industry

Almost every industry still holds significant opportunity to leverage their digital potential and collective expertise will bring significant value in guiding the transition to the digital economy. Capgemini's Industry learning offer is aimed at helping our people better understand and guide the industries in which we operate: their value chain, current business challenges, where they are heading, and how we can support their overall business and transformation agenda.

Our NEXT digital learning offer, the Industry Campus provides easily accessible learning to all Group employees, giving access to the latest industry-specific knowledge and content, building depth of expertise, and enabling our employees to better engage with clients and create custom solutions based on informed decisions. Our Industry learning is pivotal for employees to drive more success in their roles and help Capgemini to create even more value for our clients. As such, internal Industry certifications were designed and launched for all 10 priority industries in 2023, with the aim of having 125,000 employees industry certified by 2027.

Opening up our learning ecosystem

In Capgemini, learning is for all. As such, we want to extend our learning ecosystem beyond our internal workforce to include people who have committed to join us (preboarders) and those who work with us on a regular basis (clients).

We are working on a solution to bring learning Academies to our clients using an extended enterprise platform in 2024 that will allow us to seamlessly extend these to our network and ecosystem and learn with our clients.

We launched our global pre-boarding experience in July 2023, giving all preboarders access to a tailored digital learning platform, UpNEXT, to begin their onboarding journey and accelerate the cultural immersion into the Group.

3. Performance management, talent retention and promotion

For the past few years, the Group has focused on providing a highly engaging "People Experience" structured using a holistic framework covering the candidate and employee experience end-to-end.

The "Promote first, Hire second" principle ensures internal candidates displaying development potential are given priority over external candidates, promoting the belief we have in our Talent regarding their career development and new 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 to external recruitment.

Performance Management

The value Capgemini brings to our clients depends on the impact we make as teams delivering against their unique needs and opportunities.

In 2023, we re-engineered our performance management approach for all employees. This shift in the performance management approach is enabled by SAP's SuccessFactors, bringing employees the experience and ease-of-use they expect from the Group. 96% of our employees are now using the new approach. Employees express a highly positive experience on the clarity of their Goals with an engagement score of 8.6 (out of 10).

By linking skills development and progress to business impact, our approach empowers our employees to focus on how they can accelerate their future performance and increase their impact on business through four key changes:

―	ongoing priority alignment to reflect market requirements: priorities are agile, co-created between the employee and the manager. The progress is monitored through the year and priorities can be updated. 90% of our employees have priorities and measurable goals in our new performance management tool;
―	continuous feedback to support a culture of continuous improvement and growth;
―	agile performance management with regular check-ins between the employee and the manager and Quarterly People Reviews focusing on the whole person to provide a holistic view;
―	focus on skills in the quarterly conversations with the manager and in the year-end assessment to trigger the right behaviors in terms of development.

The first year of our new performance management approach has seen high adoption rates and positive feedback. 85% of our employees were assessed in 2023. Those who joined in Q4 have not yet been assessed as they have been part of the Company for a shorter time but will be part of the next Quarterly People Reviews in Q1 2024.

The focus for 2024 will be to embed further the broader 'mindset' changes of agile targets, immediate feedback and skills - including those that support our leadership Vision. Alongside improved role definition and development for our People Managers, this next stage of our approach will address the challenges of maintaining our top performance levels, remaining the best place to develop a career and delivering the most positive impact on our employees, candidates, clients, partners and suppliers.

Capgemini Leadership Vision

As part of the common learning skills framework, Capgemini offers leadership development to all employees in our business via our "Leadership Vision." Launched in February 2022, the Leadership Vision was created in collaboration with leaders across our entire business, to support the strategic ambition of the Company and based on the latest forward-looking research.

The leadership Vision is underpinned by the Capgemini purpose "unleashing human energy through technology for an inclusive and sustainable future," supported by the values which are well established in our business DNA. By tying this together with the Capgemini promise to "Get The Future You Want," embedding the leadership Vision throughout the organization is essential both strategically and operationally, while recognizing the key attributes, mindset, behaviors, and skills that our leaders need.

Therefore, bringing the Leadership Vision to life by growing the leadership capabilities at all levels of an employee's career is at the heart of our approach to leadership development in Capgemini.

The Leadership Vision encapsulates the essence of our future leadership success and is based on a clear set of five leadership dimensions:

―	performance Drivers;
―	aligned Entrepreneurs;
―	client Value Creators;
―	talent Magnets;
―	future Shapers.

The leadership Vision is fully integrated across all levels in Capgemini - specifically in our Learning and Development offers - but is actively applied at the Vice-President (VP) level, with drivers and behavioral expectations for leadership being translated into both promotion and recruitment processes.

Vice-President Strategic Talent Review (STR) - Succession and mobility

Capgemini runs a formal Strategic Talent Review (STR) of its VP and Director population at Business Unit, function and country levels as well as at Group level, to identify, develop, and make visible a strong and diverse pipeline of leaders to ensure business continuity and organizational agility to meet future demands. In these talent discussions we:

―	identify options and preparation steps for succession plans and mobility moves; and
―	drive leadership development.

Formal leadership roundtables at various moments in the year ensure that the top talent strategies and actions adopted are followed through.

Next-in-line Executive leadership Positions

The Group Executive Board (GEB) has created a next-in-line set of Executive leadership Positions with a twofold objective:

―	build a high-performance Group leadership culture, wherein Executive leadership Position 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 Group strategy 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 identify these Group positions. These criteria are reviewed every year to adjust to both the present and the future. One of the key objectives is to rotate holders of these positions every three-five years. Role mobility remains instrumental in the continuous growth of our current and future leaders as it develops broad experience and a ONE Capgemini mindset.

In order to build a strong and diverse pipeline of leaders for the future, we also focus on identifying and developing the next generation of leaders, who could become successors to the Executive leadership Positions. This focus is starting to increase the depth of our succession plans and is also an important source of future women executive leaders. To further secure our female executive pipeline, we introduced a 2-year women's sponsorship program, EMPOWHER, for high potential grade F women. The selected women leaders are matched with sponsors from senior leaders to help them get the exposure and experience required to develop towards executive positions.

We also launched a new executive development program in 2022 (Nexus) for our most promising leaders from the Executive leadership and succession pools. The main objective of this program is to support the participants grow as enterprise leaders by:

―	increasing their strategic scope of influence, maximizing impact externally and across the Company;
―	deepening relationships and impact at Board level with clients and in the Group;
―	pushing value creation and innovation with our clients, people and partners;
―	leading at scale with a specific focus on growing and nurturing talent.

The program is anchored in the leadership vision and delivered in collaboration with Harvard Business School. It has strong sponsorship and involvement from the Group Executive Board.

4. Talent engagement, reward, compensation and social protection

People Experience Framework

Capgemini aligns across the Group on employee experience through a global and common framework including external components relevant to the experience of candidates. It is based on ten areas (brand awareness, 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 metrics are Glassdoor (mainly for the external 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 strengthen the alignment of actions and provides support for a more authentic Employer Value Proposal.

Employee listening and engagement

Pulse: Continuous employee listening platform

To better understand the expectations of our employees, the digital "Pulse" platform - where more than 140,000 employees share their thoughts every month - captures employee feedback anonymously and enables line managers to directly see how their teams perceive their work and corporate experience. It is based on a global engagement model. Pulse thereby enables 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. This allows us to act fast and, at all levels of the organization, to develop a tailor-made employee experience in line with employees' expectations. In addition to the engagement model, employees receive questions on health & well-being, ethics & values, intent to stay and specific moments that matter related to the employee life cycle. In 2023, the Pulse platform also evolved into supporting diversity and inclusion, enabling global and local D&I teams to inform their strategies with people listening data. In addition, new Onboarding questions were added, specifically targeted to joiners, empowering global and local HR teams to identify gaps and make improvements to the onboarding process.

Employee engagement Score

Fully deployed since 2019, the overall Employee Engagement score, measured on a scale of 0 to 10, and the eNPS (employee Net Promoter Score), measured on a scale of -100 to +100, are key indicators tracked by leadership across the Group.

Talent reward, compensation and social protection

Compensation and social protection

The Group compensation philosophy is based on shared principles, applied at business and 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 people decisions, which are aligned to our business strategy, corporate and ESG goals and objectives, and aims to reward the appropriate skills, experience and behaviors driving sustainable results and engaging our employees.

Capgemini group is committed to providing equitable and competitive total reward opportunities. Hence, our philosophy aims to:

―	attract, retain and motivate our talent and skills;
―	reward individual and collective performance with a remuneration model that is motivating yet flexible, incentivizing high performance in an ethical environment;
―	communicate clearly in alignment with Group's strategic objectives.

The 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 the skills we need now and for the future, through innovative and globally benchmarked cash and benefits programs, to remain on top of market practices;
―	equitable and affordable impact, to enable managers to spend approved compensation budgets in an optimized way through first class analytics, advice, and guidance;
―	optimized and efficient processes to drive alignment, favor mobility and improve employee experience;
―	employee engagement, by enabling employees to understand and value their full reward structure through clear and impactful communications that illustrate our reward value proposition.

These principles are regularly reviewed to ensure consistency with global and local market trends and are deployed and managed locally to ensure compliance with local regulations. The total reward package for a given employee includes a fixed salary, a variable portion for eligible employees based on individual and company performance and a set of benefits which are not all cash related but are aligned to competitive market practices in terms of:

―	healthcare (sickness and medical care);
―	unemployment coverage;
―	wellness benefits (giving birth or raising a child);
―	life and disability coverage, and
―	retirement, among others.

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 to employees pursuant to the local regulations applicable in the country.

To ensure market alignment, the Group has also implemented a strong cross function governance, supported by a global partner and covering all Group countries, to monitor, optimize, develop and improve employee benefit coverage for our employees.

Vice-President compensation schemes are designed, reviewed, and approved at Group level for both fixed and variable components on a yearly basis following best market practices. For employees eligible to variable compensation schemes the design and principles are built within a global framework to promote mobility and ensure consistency and such schemes are regularly reviewed and benchmarked against market practices.

Changes in compensation (which can be found in Note 7 in the consolidated financial statements detailed in Section 5.2) are subject to regular analysis. Average remuneration cost trends across operations are regularly monitored to evaluate, monitor and anticipate the impact of staff demographic momentum (recruits, leavers, promotions, etc.) on the development of this key indicator.

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's Senior Managers, in particular equity-based incentives which are subject to Board approval.

Pay equity

It is our conviction that a diverse workforce and an equitable and inclusive culture are central to innovation, creativity, and the business value we create for our clients. We continuously work towards strengthening our policies and practices to present equitable opportunities for development, progression, and compensation. An important part of this journey is certifying ourselves against leading external standards. We put our diversity and inclusion policies and practices, including our pay review policies, through a voluntary external assessment. We continue to work on enhancing and providing a globally consistent approach for pay equity, factoring in the impact of skills, experience within grades, performance and location, amongst other factors.

As pay equity is a key area of focus, we ensure that we are compliant with prevailing legislation in place.

In France, we have an annual Equality Index assessment that includes a pay equity Section based on a methodology presented and validated with employee representatives which revealed very limited variances for similar roles. This has enabled us to reach a pay equity score of 38 out of a maximum of 40 on the 2022 Pay Equity Section of this index (in place since 2018). This high score is driven by a variance of less than 2% between men and women (in favor of men) 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 scored 94 over 100 on the index (including aspects other than pay) and has scored between 93 and 94 over the last four years.

In addition, in October 2022, Capgemini group renewed its EDGE global certification valid for a period of two years and obtained the EDGE+ global certification, with nine countries involved, representing more than 82% of its total workforce.

This showcases a strong commitment towards gender and intersectional equity in multiple dimensions (ethnicity, gender, sexual orientation, age, nationality, disability, etc.).

The minimum salaries applied by the Group in countries in which we operate exceed generally the corresponding country legal minimum wage (or in some exceptional cases can be equal to this legal minimum wage). The minimum wages are also at or above the living wages in our 10 biggest countries representing 85% of our headcount based on a first analysis done with an external provider. As Capgemini is committed to ensuring that its workforce is paid at least at or above the minimum wage level, all geographies have strong governance systems in place to ensure employees are in full compliance with minimum wage regulations.

Allocation of share-based incentive schemes and employee stock access (ESOP)

Capgemini SE has allocated share-based instruments (stock options until 2008 and performance shares since 2009) on a regular basis in line with its Corporate Governance rules. These allocations are made selectively with the aim of rewarding employee performance, potential and engagement, namely for those who have made exceptional contributions to the Company. Any employee in the Group may be selected to receive them. This is an exceptional reward, not guaranteed on a yearly basis, and does not form part of the general remuneration policy. Also, the number of people benefiting from such allocation is growing in order to associate more and more employees with the Group's long-term performance and more than 5,000 employees have been covered in the last 3 plans, reaching 5,038 people in 2023.

The Management Report, presented at each Capgemini SE Shareholders' Meeting, provides a detailed yearly breakdown of the performance share allocations (refer to Section 2.3.4 for further information).

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 just above 2% of the total grants of all performance share plans since 2009.

Detailed information regarding performance shares allocated by Capgemini SE to Executive Corporate Officers and to the ten main beneficiaries (non-Directors), the options exercised by the latter, and details of these plans are provided in Section 6.1.4 of this Universal Registration Document.

The Group also offers its employees the possibility to participate and invest in an employee share ownership plan (ESOP). This plan, which was first launched in 2009, is now proposed on an annual basis since 2017, and is offered to 97% of our global population.

b) Main achievements in 2023

1. Develop a dynamic skills pipeline, using both internal and external talent pools with a focus on acquiring and growing skills in demand

Own workforce

The Group's headcount broke the symbolic barrier of 300,000 employees in September 2021, three years after passing the 200,000 employee mark at the start of 2018, which was itself just over seven years after crossing the 100,000-employee mark in September 2010. This growth momentum has been fueled both through external growth with, in particular, the acquisition of Altran in 2020, which brought in nearly 50,000 new employees, and through organic growth driven by a very dynamic market post Covid crisis followed by a lower demand in 2023. As a result, we had just above 340,000 employees at year end.

More than 97% of our headcount work under a permanent contract (scope: 99.7% of headcount).

Changes over total headcount

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.

	2021		2022		2023
Metrics	Headcount	Change	Headcount	Change	Headcount	Change
Annual average headcount	292,690	16.4%	347,758	18.8%	349,793	0.6%
Headcount at the end of the year	324,684	20.4%	359,567	10.7%	340,443 √	-5.3%

Scope: Capgemini group.

√ Data identified in these tables by a √ has been reviewed by Mazars with a reasonable level of assurance.

Geographical breakdown of the headcount

Following the very significant headcount growth in 2020 related to the acquisition of Altran adding nearly 50,000 employees, with a strong European footprint, the post Covid-19 crisis rebound drove a shift in the headcount's geographical breakdown. However, organic growth has since been significant and Asia Pacific remains the most significant region by far, accounting for more than 53% of headcount.

	December 31, 2021		December 31, 2022		December 31, 2023
Regions	Headcount	%	Headcount	%	Headcount	%
North America	19,588	6.0%	20,891	5.8%	18,941	5.6%
United Kingdom and Ireland	12,172	3.7%	14,182	3.9%	14,391	4.2%
Nordic countries	6,304	1.9%	7,323	2.0%	7,157	2.1%
Benelux	10,415	3.2%	11,341	3.2%	10,945	3.2%
Central Europe and Eastern Europe	24,219	7.5%	27,640	7.7%	27,322	8.0%
France	37,283	11.5%	39,479	11.0%	38,460	11.3%
Southern Europe	21,655	6.7%	23,646	6.6%	23,569	6.9%
Asia-Pacific	178,358	54.9%	197,205	54.8%	181,402	53.3%
Latin America	10,050	3.1%	11,577	3.2%	11,055	3.2%
Middle East and Africa	4,640	1.4%	6,283	1.7%	7,201	2.1%
TOTAL	324,684	100%	359,567	100%	340,443 √	100%

Scope: Capgemini group.

√ Data identified in these tables by a √ has been reviewed by Mazars with a reasonable level of assurance.

Since 2021, the Central & Eastern Europe, UK & Ireland and MEA regions have experienced the highest increase in their respective weight in the overall population and, to a lower extent, Southern Europe and the Nordic countries. Over the same period, the weight of Asia Pacific, France and North America decreased, while Benelux and Latin America were stable.

Gender distribution at Group level and by region

	December 31, 2023
Regions	Women	Men
Capgemini	38.8% √	61.2% √
North America	29.4%	70.6%
United Kingdom and Ireland	31.9%	68.1%
Nordic countries	33.4%	66.6%
Benelux	25.7%	74.3%
Central Europe and Eastern Europe	40.5%	59.5%
France	31.9%	68.1%
Southern Europe	30.7%	69.3%
Asia-Pacific	43.4%	56.6%
Latin America	36.3%	63.7%
Middle East and Africa	46.0%	54.0%

Scope: Capgemini group.

√ Data identified in these tables by a √ has been reviewed by Mazars with a reasonable level of assurance.

Headcount distribution by nationality

Capgemini's focus on diversity is also reflected in the various demographics and the 160+ nationalities represented within the Group.

Nationality	December 31, 2022	December 31, 2023
Indian	64.2%	66.0%
French	13.4%	11.6%
Polish	2.0%	3.9%
Spanish	3.2%	3.8%
American	5.7%	3.4%
British	4.7%	3.7%
German	4.4%	3.4%
Other nationalities	2.4%	4.3%

Scope: 7 largest countries representing 80.2% of the total headcount as of December 31st, 2023.

Seniority distribution

After two years of intense hiring, the volume of hires returned to a pre-Covid level. Therefore, the average percentage of our population with a seniority of less than 3 years, which showed growth at the end of 2022, fell by 3.5 pts in 2023 compared to a rise in employees with greater seniority, with, in particular, the more experienced categories having between 5 to 10 years of seniority in the Group. As a result, average seniority slightly increased to 4.1 years, compared to 3.7 years at the end of 2022 and 3.8 years in 2021.

Average seniority in %	December 31, 2021	December 31, 2022	December 31, 2023
< 3 years	63.4%	68.9%	65.4% √
≥ 3 < 5 years	13.3%	10.9%	10.7% √
≥ 5 < 10 years	13.2%	10.0%	12.4% √
≥ 10 years	10.1%	10.2%	11.5% √

Scope: Capgemini group.

Data coverage on 99.7% of year end headcount.

√ Data identified in these tables by a √ has been reviewed by Mazars with a reasonable level of assurance.

Age distribution

The reduced level of hiring compared to the last 2 years, even though still driven by a high number of young graduates, had an impact on the average age which increased by nearly 0.4 years from 33.5 in 2022 to 33.9 in 2023. The average age of joiners was 30.9 years in 2023. As a result, the percentage of the population aged under 25 decreased by 4.2 points, with the most significant increase being in the 25-35 age bracket. All other categories rose by 2%.

Age group	December 31, 2021	December 31, 2022	December 31, 2023
< 25 years old	17.9%	19.0%	14.8% √
≥ 25 < 35 years old	46.1%	45.8%	47.6% √
≥ 35 < 45 years old	22.5%	21.9%	23.1% √
≥ 45 < 55 years old	9.6%	9.5%	10.3% √
≥ 55 years old	3.9%	3.9%	4.2% √

Scope: Capgemini group.

Data coverage on 99.5% of year end headcount.

√ Data identified in these tables by a √ has been reviewed by Mazars with a reasonable level of assurance.

People working part-time & foreign nationals

Flexible working conditions is also a feature which is offered and being able to work abroad is an attractive option for many employees. People choosing to work on a part-time basis represent 2.03% of the total headcount (a 0.1 pt increase vs. 2022), with however significant differences, as this is mostly practiced in European and Anglo-Saxon countries. If we exclude India where it is not a local practice, this percentage exceeds 4%. The Netherlands remains the country with the highest percentage of employees working part-time (above 15%), followed by Germany and Austria (above 10%). Within the population working on a part-time basis, 58% are women and 42% are men.

	Metrics	Scope	2021	2022	2023
People working part-time	% of headcount (total headcount at the end of the year) working part time	98.8%	2.7%	1.9%	2.0%
Foreign Nationals	% of headcount, at the end of the year, requiring an employment visa for work	94.6% (17 biggest countries)	5.5%	5.8%	7.5%

Scope: Capgemini group.

External hiring and attrition

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).

Following the Covid-19 crisis, which had a significant impact on external hiring levels in 2020, with a marked 50+ % reduction in recruits compared to the previous year, recruiting did not stop and kicked off again towards the end of 2020. It significantly rebounded in 2021 and 2022, both years seeing record highs in the Group's history with close to 140,000 hires, before returning to a still significant but somewhat reduced volume exceeding 61,000 hires in 2023.

The coverage rate for new hires is 100%.

Metrics		2021	2022	2023
Talent attractiveness	Number of external hires	139,594	140,789	61,182 √
	Number of hires through acquisitions	1,005	1,836	1,472
Implementation of local initiatives preventing the unwanted departure of employees	% of annual average headcount voluntary attrition	23.5%	25.5%	16.7% √
	% of annual average headcount total attrition	28.4%	30.8%	23.1%

Scope: Capgemini group.

√ Data identified in these tables by a √ has been reviewed by Mazars with a reasonable level of assurance.

Talent brand & attractiveness

Glassdoor metrics in 2023 showcased three advancements within Capgemini's Talent Acquisition landscape. First, our continuous focus on sustaining scores and reviews. Secondly, a pivotal addition to our Key Performance Indicators (KPIs) was the introduction of tracking interview experiences, aligning with our commitment to refining candidate journeys. Lastly, we increased our response rate from below 10% to 15% and beyond across various brands, underscoring our proactive engagement with employees and ex-employee feedback. Here is a view of Capgemini's performance on Glassdoor in 2023:

Overall Rating	Culture & Values	Work life balance	Senior management	Comp. & Benefits	Career opportunities	Diversity and Inclusion
3.9	4.0	3.9	3.6	3.4	3.9	4.1

Overall Rating	Recommend to a friend	CEO Approval	Positive business outlook	Positive interview experience
3.9	82%	91%	75%	79%

Scale 1 to 5 (5 is the highest score).

External awards & recognition

Capgemini garners acclaim across various dimensions as an employer of choice.

We have earned accolades stemming from diverse perspectives: firstly, external recognition has amplified our appeal globally, with Universum placing us among the Top 50 most attractive employers for IT students worldwide. Locally, Capgemini UK has been awarded a place for the first time in the industry bible for graduates - The Times Top 100. Places are awarded based on the views of over 12,000 graduates as to which employers offer the best opportunities for graduates.

Our awards based on employee or ex-employee satisfaction affirm our commitment to fostering exceptional workplaces. We have clinched esteemed titles such as the Great Place to Work in countries like the UK, Canada, the US, Brazil, and India. Specific recognition for Capgemini Invent in the UK and Germany as the Glassdoor Best Places to Work further has fortified our dedication to employee satisfaction.

Our HR practices have been prized with Top Employer awards across several countries (France, Portugal, Italy, Belgium, Germany, Spain, Poland, and Morocco). These recognitions stem from comprehensive surveys evaluating our HR practices.

Leveraging data insights from employees and recruiters, LinkedIn acknowledges Capgemini's excellence as a LinkedIn Top Company in New Zealand, Poland, Portugal, France, and Sweden, affirming our commitment to fostering professional growth environments.

In 2023, Capgemini also won 26 Brandon Hall Group Excellence Awards for different learning offers across the Group. Being recognized as one of the most awarded companies in 2023 and winning a Gold Excellence Award for Best Learning Team show our commitment to supporting the growth and development of all our employees - from pre-boarding experiences through to senior executive offers.

2. Zone in on building skills at scale

In 2023, we exceeded our global ESG target of 51.0 ACLH, reaching 66.5 ACLH by the year-end, representing 26.4% growth in learning hours across the Company versus the previous year, to 22.0 million learning hours. For the first time and to further recognize the changing learning preferences of our employees, and the shift to more learning in the workflow, Capgemini has included on the job learning in our recognized training hours. This approach of job learning equated to 4.2 million learning hours in 2023. This further demonstrates our commitment in enabling our employees to learn at the right time and in the right way across our organization.

Metrics	Unit	2021	2022	2023
Total number of training hours (in millions)	Millions of hours	12.8	17.4	17.8 √
Total number of training hours, including learning in the flow of work (in millions)	Millions of hours			22.0
Average Completed Learning Hours per headcount at the end of the year, trained during the reporting period	Hours	45.7	51.4	53.8 √
Average Completed Learning Hours, including learning in the flow of work, per headcount at the end of the year, trained during the reporting period	Hours			66.5

Scope: Capgemini group.

The average is calculated on the basis of active learners rather than against the employee headcount.

√ Data identified in these tables by a √ has been reviewed by Mazars with a reasonable level of assurance.

3. Performance management, talent retention and promotion

96% of our employees are now using our new performance management approach. Those countries where it is not yet deployed will adopt this new approach and tool in 2024. Employees express a highly positive experience on the clarity of their Goals with an engagement score of 8.6 (out of 10).

85% of our employees were assessed in 2023. Those who joined in Q4 have not yet been assessed as they have been part of the Company for a shorter time but will be part of the next Quarterly People Reviews in Q1 2024.

4. Talent engagement

Pulse employee engagement metrics are monitored at all levels of the Group (from Board to Operations) and provide a detailed view through many attributes (Business Unit, country, gender, age group, management level, tenure, among others) to further understand and act on employee perceptions and expectations in a focused way.

In 2023:

―	the overall engagement remained flat throughout 2023 at 7.9;
―	the aggregated employee participation rate reached 75% in 2023, a significant increase compared to 58% the year before; and
―	in a challenging economic environment, we were able to maintain a high level of engagement across the Board.

Statistics as of December 2023

Engagement score

(by gender, on a 10 level scale)

Engagement score

(by management level, on a 10 level scale)

eNPS

(by gender, from -100 to +100)

Actively engaged employees

(by gender, in %)

Actively engaged employees

(by management level, in %)

eNPS stands for employee Net Promoter Score.

Scope: Capgemini group.

This model has been critical in keeping the pulse on employee engagement and enabled managers and leaders across the Group to monitor and react to the qualitative and quantitative feedback from their teams in the hybrid work environment.

Pulse listening helped our Business and HR teams to gather valuable intelligence and drive impactful initiatives.

	Metrics	2021	2022	2023
Group engagement score	Group engagement score - Aggregate average Engagement Score (from 0 to 10)	8.0	8.0	7.9
Pulse participation rate	Pulse participation rate - Aggregate full year employee participation rate in Pulse (in %)	66%	58%	75%
Actively engaged employees ⁽¹⁾	Group engagement score - Actively engaged employees (% of the respondents with Engagement Score 7-10)	83%	85%	82%

Scope: for 2021, the scope was Capgemini legacy; from 2022 and onwards, the scope is Capgemini group.

⁽¹⁾ Definition: SASB Actively engaged: the classification should generally reflect the use of 4, 5, 7 or 10-point 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".

Employee stock access (ESOP)

In 2023, the plan covered 32 countries and once again, more than 50,000 employees participated in the latest plan for a total subscription of €466 million.

Employee share ownership remained above 8% as of end of 2023, at 8.9% of our share capital. This has enabled us since 2012 to have employee shareholder representation on the Board of Directors of Capgemini SE (refer to Section 2.1.3).

4.3.1.4 Enhancement of a diverse workforce and an inclusive culture (policies, actions, and main achievements in 2023)

[GRI 405-1]; [GRI 405-2]

[SASB TC-SI-330a.3]

a) Our ambition

As a global leader in business and technology transformation, 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. As technology continues to increasingly be at the heart of value creation, the diversity of the tech workforce to better represent our clients, their customers, and society at large is vital. By bringing in such diverse talent, we enrich our teams with different skills and perspectives, helping us to anticipate and adapt proactively to rapidly evolving stakeholder needs.

Our definition of diversity encompasses all personal attributes, to reflect society in all its richness. It includes, among others, sex and gender identity, age, race/ethnicity or nationality, sexual orientation, ability status, social origin, cultural identity, faiths, working methods, skills, and experiences... We value the differences and uniqueness of our people, while cultivating our commonalities, to ensure a safe, open, and collaborative environment, where all individuals feel valued and contribute effectively to the success of the Group.

We not only comply with regulations, but we also aim to uphold the highest standards and fully subscribe to key principles, namely, inclusivity, integrity, stewardship, and transparency, as outlined in the first commitment of our human rights policy titled "Equal opportunity and fair treatment".

Our strategy is outlined in the recently released Diversity and Inclusion Group policy, highlighted within our ESG policy, and actively contributes to achieving targets set by three key United Nations Sustainable Development Goals (SDG 5, SDG 8, and SDG 10):

ESG priority D: Enhance a diverse, inclusive and hybrid work environment

Capgemini's Diversity and Inclusion policy pursues four main ambitions:

―	Be a destination company where all talents can thrive. While we remain focused on progressing towards more parity between genders, we have broadened our perspective of diversity and we commit to ensuring a better representation of society in all its richness.
―	Offer an inclusive workplace with equal opportunities for all. Beyond diversity, we promote equity, offering equal opportunities and fair treatment to all, by monitoring the recruitment mix, equal promotion rates, and equal pay for equal work. It relies on fair management and processes, aligned with the highest standards, as defined by external certification and indexes.
―	Strengthen an inclusive culture, engaging all our workforce. We cultivate a safe and respectful workplace where leaders are made accountable and invited to self-reflect on their daily behaviors, in line with our core values, Code of Business Ethics, and new leadership model. Beyond Managers, employees can contribute to the Employee Networks or volunteering initiatives promoted in our CSR policy. Every one of us is instrumental in building a friendly environment where everyone can be their authentic self and find their way, combining professional ambition and personal life.
―	Make business and technology transformation an opportunity for local communities and broader society. We commit to playing our part in breaking down barriers and making meaningful change happen beyond our boundaries. In our relationships with our clients, partners, providers, external affiliations, and communities, our way of operating and our thought leadership aim at driving positive impact and shaping positive futures.

1. Be a destination company where all talents can thrive

Improve gender balance

We firmly believe in the pivotal role women play in shaping the digital economy across technology, business, and client-facing roles. Our commitment involves elevating women's representation throughout the talent value chain, with a target of 40% women in our overall workforce and 30% in global executive leadership positions by 2025.

To meet our ambition, we developed a global framework around four main levers:

Showcasing more inspiring role models and reflecting our focus on improving gender diversity in our recruitment processes and sourcing talent pool.

To attract more female candidates, we have developed internal Balanced Hiring guidelines, setting an inclusive approach for all stages of the recruitment process.

―	Sourcing: Enhancing gender neutrality in our ads, targeting specific job boards, increasing female referrals, and adapting guidelines for headhunters to present diverse profiles.
―	Screening: Expanding screening flexibility to welcome women after career breaks or returning mothers and advocating for blind hiring to eliminate unconscious bias in the screening stage.
―	Panel interviews: Incorporating a gender-balanced panel to enhance the attractiveness and inclusivity of the process.

Three flagship initiatives have been extended as global programs:

―	HerStory, launched in 2021, our women role models' campaign has extended through 2022 and 2023, emphasizing digital and STEM roles. This ongoing effort is reshaping perceptions and affirming the suitability of technical careers for women in our employer branding.
―	"CAPtivate", Capgemini's Career Comeback initiative supports skilled female professionals aiming to re-enter the workforce. This program is rolled out in the US, India, and Australia.
―	"She said yes" - Capgemini Alumni employees: First pioneered in India, the project encouraging former Capgemini employees to return after gaining experience in other companies has now expanded to North America and France.

Ensuring more female representation in business, client facing and core tech roles through career pathways.

We aim to foster career intentionality and offer support to women, accelerating their career paths through networking, training, and mentoring initiatives.

―

Our Women@capgemini employee networks, initiated in 2012, keep on expanding globally and at the country level, including communities like WomenInSAP, WomenInEngineering, WomenInCyber, and WomenInSales. They organize focus group discussions such as Women's Net Talk in Germany, mentorship programs as in Brazil and France, and actively encourage women to pursue internal and external certifications, such as Women in Delivery.

―

Women for the Future Awards stands as the network's pivotal global initiative, fostering the exposure and leadership development of women. The 2022 global edition featured over 3,300 nominees across three categories-Women of Talent, Innovation, and Sustainability-aligned with Capgemini's strategic priorities. The 370 finalists were honored at the celebration ceremony held on March 8th, 2023, for International Women's Day, and the 150 winners were subsequently enrolled in an online leadership pathway. This pathway includes self-assessment, peer coaching, and exchanges with senior executives.

Enabling women's representation in managerial and leadership roles through talent development programs, mentoring, and sponsorship.

Talent Acceleration programs: We ensure that women are fully represented in the Group's flagship programs, including Game Changer, Pace Setter, Connect and Drive, and Connected Manager, with an average target of 40% women. Additionally, various countries or SBUs have instituted their local talent programs. Among the most emblematic, we find Powerahead in Financial services, extended from middle to junior managers with great traction and success, or WiTI (Women in Tech in India) offering additional Interactive and Social platforms.

To reach a minimum of 30% women in executive roles by the end of 2025, we help more women access top leadership positions:

―	Strategic talent reviews are organized across the Group: units have enforced a robust process, ensuring the inclusion of at least one woman in succession plans. Women with potential are identified early on and provided with comprehensive support in their development plans, aiming to fully prepare them within two years for promotion to VP and EVP levels.
―	EmpowHER, launched in November 2022, is the new 2-year journey, with senior leader sponsors who support high potential women VPs in achieving growth opportunities, visibility, and stepping-stone roles to advance their career until executive positions.

Promoting engagement and retention through more flexibility at work and parental support.

Convinced that the decision to stay or leave is closely tied to the flexibility and recognition provided by the Company during crucial moments in one's professional or personal journey, we have been developing:

―

A global Flex work policy: our hybrid model, with more remote working and flexibility in terms of working hours and work location, enables our employees to combine their professional ambition with their personal life, and is likely to reduce attrition in influencing decisions at key life moments, such as maternity or parental leave. In India for instance, our team developed the fareWelcome! program, aimed at both individuals and people managers to ensure that all the stress and demands experienced currently by women returning to the workplace can be discussed and managed openly, honestly, and in a collaborative and supportive environment. Similar programs exist in other countries, such as "Keep in Touch with your M'Partner" in Morocco.

―

Childcare facilities and parental schemes: In 2023 several countries and business units put a special focus on parents and carers:

―	Extending parental leave durations and removing eligibility criteria such as minimum tenure. Across the Group, the average primary parental leave is approximately 23 weeks (e.g., up to 16 months in Sweden, 26 weeks in India, and 20 weeks in Italy and Poland).
―	Offering creche benefits to all our employees (a genderneutral initiative) either regularly or for exceptional cases. For instance, our partner la Maison Bleue in France provides year-long available spaces and can offer emergency or occasional childcare for up to 6 days per year.
―	Introducing, in all Capgemini offices globally, maternity or lactation rooms as per the CRES global Space design guidelines.
―	Organizing talks and tips exchange sessions, such as the Super Mommies club in Morocco and Moms Coffees in Brazil.
―	Supporting internal employee networks, such as Parents@CG in India.
―	Considering all kinds of families, through the Care Day in Germany, the Bring Your Kids to the Office Day in Morocco, and the Guide for LGBT+ parents and carers in Australia.

We monitor women's engagement and attrition: to ensure that we better understand all women's expectations, we monitor employee engagement scores and comments per gender every month and do not find overall statistically significant differences with the average male scores.

In the same spirit, exit interviews with women serving notice have become common practice to identify motivations for leaving the Company. In some cases, such conversations help resolve concerns and in quite a few cases, have succeeded in retaining talent.

More generally, we pay constant attention to the representation of women at all grades and monitor the development of our pyramid thanks to our global HR systems and dashboards, directly fed from the local payroll systems. It enables us to monitor and anticipate every trend at Group level and for the 15 core countries and 5 global business lines, with a combined recruitment, promotion, and retention perspective. In November 2023, we launched an enhanced People Insights dashboard, featuring a comprehensive Section on gender parity.

This update enables us to test assumptions, such as the average time before promotion for men and women and the average performance rating based on gender.

External awards and recognitions

Capgemini group has been recognized for its efforts in promoting gender parity:

―	One of the largest organizations to be EDGE Assess and EDGEplus globally certified for its strong dedication to gender and intersectional equity.
―	Listed in the Bloomberg Gender-Equality Index, surpassing industry averages by 10 points.
―	Recognized by EQUILEAP as one of the top 100 Companies for gender equality globally.

Embrace different abilities

We actively embrace people with disabilities and neurodivergence and have broadened our perspective to include all abilities. Any limitation on business or any restriction in participating in society as a result of lasting impairment of a person's mental or physical abilities constitutes a disability. We have progressively enlarged our focus to embrace physical impairment, chronic disease, long-term or invalidating illness, mental health, and neurodiversity or neurodivergence.

Our approach is always to consider the person first, acknowledging that the work environment may increase or reduce the visible and invisible limitations. Our commitment is supported by our CEO's engagement with the Valuable 500 global community, advocating for more capability inclusion. We are an active member of the ILO Global Disability network, exchanging best practices with our peers and institutional partners.

Local countries have their own affiliations and memberships, notably: Manifeste Inclusion in France, ONCE foundation in Spain, NCPEDP (National Center for Promotion of Employment for Disabled People) and CII-IBDN (The Confederation of Indian Industry- India Business Disability Network) in India, Disability Confident Employer in the UK. Capgemini Italy signed the European Charter for equal opportunities, which also covers people with disabilities.

Our D&I policy is built around three main objectives:

―

Accessibility by design, for our digital tools and workplaces, providing tailored and reasonable adjustments. As we promote accessibility by design and by usage as described in our revised version of the CRES global guide, accessibility must be considered from:

―	A communication and training perspective: we have released a global infographic to assist colleagues in creating more accessible decks and presentations. Additionally, we have been reviewing all mandatory training modules to incorporate accessible transcripts.
―	A physical standpoint: in addition to implementing new guidelines and standards for all Capgemini offices, the Group CRES conducts physical audits to identify and address any remaining accessibility issues.
―	A digital angle: our Global Employee User Experience team has incorporated accessibility as a mandatory criterion in bid requests for new application purchases or new suppliers, aligning with the WCAG baseline. Morocco has released a best practice guide for the accessibility of digital products, and the UK has initiated a project focused on reasonable adjustments.

―

Increased workforce representation of people with disabilities, either through direct recruitment or subcontracting and encouraging self-disclosure.

―

Direct recruitment: As people with disabilities are less represented in our usual recruitment channels, such as business and engineering schools, we actively participate in specialized recruitment fairs. Our job ads explicitly state their openness to everyone, including individuals with limitations. We conduct training sessions for our recruitment teams, educating them on potential adaptations for interviews. In specific regions like India and Brazil, we offer sign language assistance upon request for candidates with hearing impairments. Morocco has organized a disability recruitment week, and in France, we have formed 85 pairs as part of the Duo Day national initiative, providing life immersion opportunities for candidates with disabilities.

―

Subcontracting with the sheltered sector: Indirect recruiting serves as an alternative approach. For instance, Capgemini France spent with Entreprises Adaptées (EA) and Établissements et Services d'Aide par le Travail (ESAT) €3.48 million in 2023.

―

Self-disclosure of our employees: We consider that fostering a safe and inclusive workplace will encourage our colleagues to voluntarily disclose their ability status. This approach is mutually beneficial: they assist us in adapting our support schemes and processes while directly benefiting from these improvements. In India, the HR system has been upgraded to better capture ability status, and in Italy, My Personal Passport has been developed to allow our colleagues to express, in their own words, their limitations or adjustment needs once and for all. It helps to inform their managers and colleagues, facilitating their full integration as any other team member.

Capgemini France finalized its disability agreement in December, reinforcing the professional inclusion of individuals with disabilities. The agreement aims to expedite progress toward the legal threshold of 6% representation in the workforce, compared to the 3.35% achieved in 2023. Once approved by local authorities, the agreement will extend until the end of 2026.

―	Increasing awareness through training and employee networks

In 2023, we focused specifically on three areas:

―

―	Deaf people and sign language: with Café du silence in Bordeaux (France), a World of Silence webinar in Poland, and Training sessions on Libras in Brazil.
―	Neurodiversity: India organized several awareness sessions with over 7,000 participants. The UK made a significant breakthrough with its second cohort of internships in partnership with Ambitious about Autism, offering a dedicated training pathway on our Next platform, and incorporating medical support and diagnostics into the UK medical plan. At the Group level, we communicated three awareness fact sheets on neurodiversity and established expectations for sensory rooms.
―	Mental health: with two events in Brazil, a session on women's well-being and mental health in India, and a training session for managers in the UK.

We promoted the extension of our employee networks: CAPability is now active in eleven countries, and we have introduced four NeuroAbility chapters in India, Poland, Brazil, and Australia. The testimonials and contributions from our employees are pivotal in steering our progress toward greater inclusion of individuals with diverse abilities.

External awards and recognitions

Locally, Capgemini has been recognized for its efforts in supporting individuals with disabilities:

―	Capgemini UK has been reaccredited as Disability Confident Employer from the UK Government.
―	Capgemini North America has been listed in the Best Workplace to Work for Disability Inclusion from Disability:IN.

Improve the makeup and inclusion of under-represented minorities and indigenous people in our workforce

With +340,000 team members in more than 50 countries, representing 160 nationalities, Capgemini is a multicultural company. As a founding member of the World Economic Forum's partnering for racial justice in business initiative, we take an uncompromising stand in support of cultural equality and ending any form of discrimination and racism.

In some of the countries we operate in, the representation of people from an ethnic origin or cultural background is a key focus:

―	Capgemini US country board has publicly committed to reaching a minimum of 20% of Under-Represented Minorities (all ethnicities but White and South Asian people) in their workforce by the end of 2025.
―	Capgemini UK is a signatory of the UK Business Race at Work Charter.
―	Capgemini Australia has set an ambitious Reconciliation Action Plan and advocated for constitutional recognition of the voice of Aboriginal and Torres Strait Islander people in the October 14th referendum.

Our key priorities are to:

―

Develop talent and sponsorship programs to identify and upskill diverse talent

In 2023, the UK expanded support programs, previously tailored for women, to benefit ethnic minorities. This includes mentoring for Black individuals, along with training on the Black experience and diversity on boards. The objective is to foster representation from ethnic minority backgrounds at leadership levels, both within and beyond Capgemini.

―

Enable local employee networks

Employee networks dedicated to supporting specific ethnicities such as Black X, HOLA, and AsiaPacT in the USA, and broader multicultural groups such as Prisma in Germany and the Race & Equality Network in the UK are present across the Group, with their names and scope adapted per country. They actively contribute to our celebratory communication campaigns, such as MLK (Martin Luther King's) Day and Juneteenth, as well as Asian and South Asian Pacific heritage months in the US. During the Diwali festival, REN and AsiaPacT organized a joint event between UK and US employee networks. In the US, BlackX, AsiaPacT, HOLA, and GOLD Employee Resource Groups hosted over 100 engagement events including volunteer events with diverse community partners such as Per Scholas.

―

Collaborate with indigenous and aboriginal representatives

In the US, Canada, New Zealand and Australia, we acknowledge and respect the lands and cultures of the indigenous peoples. In Australia, our Reflect Reconciliation Action Plan (RAP) acts as a blueprint and actionable framework, aligning with Capgemini's purpose to drive meaningful change in all areas of reconciliation. We are committed to enhancing education, awareness, recognition, and respect for the vibrant cultures, histories, and connections to the country, sky, and sea of our First Nation peoples. In New Zealand, an application has been created for the Maori language.

External awards and recognitions

Locally, Capgemini has been recognized for its efforts in supporting individuals from under-represented minorities:

―	Capgemini North America has been nominated as a Best Company for Multicultural Women by Seramount for the third consecutive year.

Support all gender identities and sexual orientations

While respecting local legislation, as a Group, we support all gender identities and sexual orientations. Our global Code of Business Ethics prohibits discrimination on the basis of gender identity or sexual orientation across the Group.

We are a signatory of the UN Standard of Conduct for Business, tackling discrimination against LGBT+ people, and a Global Founding Partner of Stonewall - an invitational membership organization for global companies leading the way on LGBT+ inclusion. In 2023, Capgemini France renewed its partnership with L'autre Cercle as a signatory member.

For only our second year of participation, Capgemini has been ranked as a Gold Employer by the Stonewall Global Workplace Equality Index, recognizing our efforts in:

―

Increasing awareness and education on all LGBT+ dimensions, through our training webinars and Pride events. Our OUTfront employee network, spanning 26 countries, plays an instrumental role in creating an inclusive workplace for the LGBT+ community. It actively fosters allyship, advocacy, and open conversations with our clients and partners. In addition to traditional Pride parades, which have significantly engaged employees, particularly in Sydney and Utrecht, In 2023, OUTfront developed a new podcast series, OUTspoken. Through various publications and discussion groups, it has expanded our collective knowledge and tolerance towards different components of the LGBT+ community and the diverse colors of the rainbow. This includes addressing intersex issues, promoting lesbian and bisexual visibility, and exploring transitioning, including a session featuring a lawyer in India.

―

Ensuring that our internal policies and processes consider and include our LGBT+ colleagues. Our Stonewall membership serves as a benchmark for our policies and processes, ensuring equal rights and opportunities for our LGBT+ colleagues. We revisited our parental policies to encompass all types of unions and families, regardless of gender. The global CRES guide now includes guidance on inclusive restrooms. Capgemini France released a guide to assist HR professionals in managing transitioning. We enhanced our travel policy to provide increased information and safety for all employees, with special attention to LGBT+ people. Additionally, we adapted our SpeakUp policy to offer a preliminary level of assistance for LGBT+ colleagues requiring extra guidance when reporting potential misconduct, discrimination, or harassment cases.

―

Creating an inclusive and safe environment for our LGBT+ employees to be out at work

Our June celebration communication campaign was titled 'Pride in Progress,' emphasizing the authenticity of our commitments and the tangible impact we are making. The campaign focused on three main objectives: fostering a sense of safety and belonging, promoting allyship and advocacy, and enabling positive change.

External awards and recognitions

Capgemini group has been recognized for its efforts in supporting all gender identities and sexual orientations:

―	Capgemini group has been awarded the Gold Top Global Employer Award by the Stonewall Global Workplace Equality Index.

Locally, Capgemini has also been recognized for its efforts in supporting all gender identities and sexual orientations:

―	Capgemini Mexico, Capgemini Brazil, and Capgemini USA have been listed in the Best Places to Work for LGBTIQ+ by the Human Rights Campaign Foundation.

Support individuals in their personal trajectory and at different stages of life

We support our employees in different life stages.

―	We promote the integration of all generations within the Company. We believe that having various generations at work in Capgemini presents a significant opportunity for mutual learning, fostering the exchange of experiences, and creating opportunities for reverse mentoring. In France, where we are recognized among the top five employers by the Happy Trainees Index for internships, we provide our colleagues with the option to contribute to an external Mécénat de Compétence project as their final role before retirement. Additionally, Capgemini Brazil has implemented specific actions for employees aged over 50, and in the UK, tailored initiatives are in place for those over 55, ensuring their continued full engagement and inclusion in our workforce.
―	We develop dedicated programs to hire and reskill veterans (UK, US & India), and refugees (Germany, Netherlands, and Poland). Capgemini in India has initiated a program for Veteran Hiring and inclusion to strengthen ties with armed forces personnel and veterans, welcoming their valuable experiences, and insights. We have launched the Buddy framework for mentorship and support, along with JOSH, India's Veteran Inclusion Employee network. In the UK, we have been honored as a top employer for veterans.
―	In response to the conflict in Ukraine, Capgemini Poland and Germany have been actively supporting refugees, with Germany creating a training application for Ukrainian women and distributing job applications.
―	We upskill and hire people who have taken career breaks through our return ship global initiative, as well as people from underprivileged areas or backgrounds, notably through our Digital Academies programs globally (see digital inclusion Section).

External awards and recognitions

Locally, Capgemini has been recognized for its efforts in supporting Armed forces and Veterans:

―	Capgemini UK has been awarded the Gold Award from the Ministry of Defense.
―	Capgemini UK has also been listed among the 100 Great British Employers of Veterans for the Ex-forces in Business.

Respect all faiths and beliefs

All religious or cultural beliefs are welcome at Capgemini as long as they do not promote active proselytism or become a factor of exclusion. We notably accommodate flexible leave policy to consider main cultural or religious celebration days. In some countries where we operate (US, India) we offer the choice to our employees through floating holidays.

Our employee networks promote interfaith exchanges to increase mutual knowledge and respect across the Group. The culture and ethnicity network in the UK, REN, has sub-networks covering Christianity, Judaism, Islam, Hinduism, and Sikhism - which are open for all to learn and explore about different faiths.

2. Offer an inclusive workplace with equal opportunities for all

Proud to be one of the largest companies by headcount to be EDGE+ certified for our efforts towards the inclusion of all, we use these external references to accelerate our policies, identifying areas of improvement at Group and country levels and committing to act on them with the sponsorship of Capgemini's Board and Country boards.

While we promote the concept of equity to offer true equal opportunities, we ensure that our programs may neither create an advantage nor represent a limitation to any employee presenting the required skill set, performance, and potential to get recruited, promoted, and rewarded.

Inclusive recruitment

Our recruitment policies aim at attracting the best talent. Our People Value Proposition is built on three pillars that guide us in recruiting and retaining diverse professionals, regardless of their identity and background:

―	everyday empowerment: Highlighting how Capgemini supports work-life balance;
―	shared energy: Promoting diversity, inclusion, and collaboration at Capgemini;
―	impactful experiences: Showcasing how Capgemini participates in building a more sustainable and inclusive future.

We have accordingly extended our talent sourcing pool:

―	Capgemini US has developed an overall sourcing and recruiting strategy, incorporating brand ambassadors, employee testimonies, and active participation in diversity recruitment fairs or events such as the Black Tech conference and Resource Hub for recruiters, which includes a standardized template for job ads.
―	Capgemini France has expanded its Students Connection program. Over the past 8 years, the program has engaged more than 450 student ambassadors from over 70 campuses, actively promoting the job and career opportunities provided by Capgemini.

We regularly review our job descriptions to ensure only the criteria objectively required to perform the job are included. All qualified applicants, meeting the skills and experience expected for an open position, will receive consideration for employment without regard to their identity and background.

We take actions to mitigate unconscious biases:

―	We leverage leading technology solutions, such as Textio software.
―	We train our talent acquisition teams, (one pilot scheme on Inclusive interviewing in the US in 2023 and one Group pilot learning pathway in Europe).
―	We ensure that interviewers represent different profiles or perspectives.

External awards and recognitions

Locally, Capgemini has been recognized for its efforts in inclusive recruitment:

―	Capgemini France has been awarded the Gold Award for Inclusive Recruitment, by Mosaik HR, during the Sommet de l'inclusion au ministère de l'Economie et des finances et de la Souveraineté Industrielle et Numérique.

Equal promotion rate policy

Every eligible candidate, meeting the mandatory requirements for being successful in the next grade, has equal opportunities to get promoted. To build an internal pipeline across the grades, up to leadership positions, our promotion policy is supported by a data-driven approach:

―	We monitor that women's promotion rates are equal to men's promotion rates at every grade level in each Group entity.
―	We set a minimal target for women inflows at Grades E and F.

Equal pay for equal work

It is our conviction that a diverse workforce and an equitable and inclusive culture are central to innovation, creativity, and the business value we create for our clients. We continuously work towards strengthening our policies and practices to present equitable opportunities for development, progression, and compensation. An important part of this journey is certifying ourselves against leading external standards. We put our diversity and inclusion policies and practices, including our pay review policies, through a voluntary external assessment. We continue to work on enhancing and providing a globally consistent approach for pay equity, taking into account the impact of skills, experience within grades, performance, and location, amongst other factors.

Extended and gender-inclusive benefits

We benchmark our parental and benefits policies to the leading standards of the markets we operate in. We use these results to continuously improve and enhance our policies. Our benefit policies ensure equal support to all employee life situations (e.g., single, same-sex partners, parents, or carers, surrogacy and adoptions) aligned with local legislation:

―	in the UK, all parents, regardless of sex or gender, have equal access to family leave and are entitled to 52 weeks;
―	India has enhanced their adoption and surrogacy leave policy and increased paternity leave from 5 to 15 days.

In collaboration with our social partners and global employee networks, we constantly enrich our benefits coverage to adapt to our employees' needs:

―

―	after a successful pilot scheme at the flagship office (Le 147, Issy les Moulineaux), Capgemini France decided to give free access to sustainable menstrual products in buildings where Capgemini is the owner or tenant;
―	Capgemini Morocco organized a workshop on endometriosis, and India held a workshop in March on menstrual health and menopause with more than 950 participants;
―	every year, Capgemini UK celebrates Movember to raise awareness on men's specific risks of cancer.

3. Strengthen an inclusive culture, engaging all our workforce

Cultivating diversity and building an inclusive workplace does not mean simply adding new minority groups to our vision and addressing communities separately. 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 of Capgemini in 1967 and pursuing the same purpose, we have more in common than our differences. Together, we are setting strong foundations for our corporate inclusive culture, engaging all our workforce, starting with our leaders.

Inclusive leadership

We firmly believe in leading by example: Mr. Aiman Ezzat, our CEO, personally commits as a signatory to various global charters, including the Women's Empowerment Principles, Valuable 500, International Labour Organization (ILO) Global Business and Disability Network, Partnership for Racial Justice in Business from the World Economic Forum, UN Business Partnership for LGBTQI+ Equality, and the Working with Cancer Pledge.

Diversity and Inclusion principles are now integral to the updated version of our leadership model. The 4th dimension, associated with Talent, is Inclusive leaders. Inclusive leaders are characterized as being "passionate about inspiring people and fostering inclusion to attract and retain the best talent, and attentive to the needs of our diverse people and use empathy and authenticity to build trust with them".

Our leaders and managers are thus expected and equipped to adopt more inclusive managerial practices:

―	Unconscious bias and inclusive behaviors have been embedded into all flagship leadership training such as O.N.E for all new VPs, Pace Setters for Directors, and Connected Managers.
―	More than 12% of Vice-Presidents and Directors, including Group Executive Members, volunteered in 2023 to host an Inclusion circle, to have an open discussion with their teams either on unconscious bias or the value of Diversity and Inclusion in business. More than 16,151 participants took part.

Several of our leaders have been recognized by external institutions and juries as role models or advocates of diversity and inclusion.

However, creating an inclusive culture cannot be mandated from the top down; it must genuinely involve and engage all of our employees. Our professionals are provided with various opportunities to voice their opinions and contribute.

Education and engagement platforms

We encourage our employees to participate in diversity and inclusion awareness and training modules, available from day one in the onboarding pathway on our NEXT learning platform. In this pathway, they can explore our IMPACT brochure, discovering how they can directly contribute to our Corporate Responsibility agenda, particularly through volunteering or employee-led initiatives.

We gather inclusion sentiment through our employee experience survey, Pulse, and other feedback. In 2021, we initiated our first Group-wide Diversity & Inclusion survey across 47 countries. In November 2023, we slightly adapted these initial questions and embedded a D&I driver into the regular Pulse questionnaire, which will now rolled out every 6 months. Compared to 2021, we increased the global participation rate from 38% to 43% and the average scoring by 0.2 points, progressing from 8.1 to 8.3, while the average scoring across all engagement dimensions is 7.9.

Granular and qualitative analyses of the +24,000 comments posted will be conducted in Q1 2024. These insights will inform our priorities and initiatives.

Active employee networks

We have multiple employee networks at country level, created and managed by groups of volunteers and supported by executive sponsors and allies. Three networks operate across the Group: Women@Capgemini, OUTfront, and CAPability. Considering all sub-chapters or local employee networks, we have a total of 94 groups, representing more than 45,000 employees, ranging from core team leads to occasional members or allies. These employee networks serve as safe spaces for expressing individual concerns, finding mutual support, and benefiting from mentoring and networking opportunities. They are valuable grassroots initiatives that provide feedback to enrich our diversity and inclusion priorities. They also play a vital role in connecting us with the broader ecosystem and positioning Capgemini as an inclusive employer.

While led voluntarily, these networks must respect a global framework to ensure they promote intersectionality and positive inclusion. In 2023, we made significant investments in structuring, professionalizing, and empowering these networks by:

―	developing a governance framework, enforcing rules on political neutrality;
―	allocating budgets to our three global networks to finance actions of their choice;
―	enriching a shared resource hub with updated labels and visual identity for enhanced visibility, along with templates and best practices for increased efficiency;
―	conducting, first in the US in April, and then during our first global employee summit in November, training sessions to comprehend how best to align the networks' objectives with business objectives;
―	celebrating the inaugural cohort of winners of our global ENG awards across three categories: Role Model, Outstanding Network Leader, and Allyship Champion. The 12 winners were selected by an executive panel of Group Executive Committee members or Country Board leaders from among 86 nominations.

Several employee networks revisited their positioning, to enlarge their audience and impact, going beyond their natural affiliates:

―	France and Germany developed the role of Ambassadors;
―	the UK released an Allyship toolkit;
―	Women@Capgemini France adopted a new motto "Unis pour l'équité", United for Equity, reflecting their openness to all genders, and a mixed duo of leaders.

External awards for our Employee Networks Group

Across the Group, Capgemini Employee Networks Group has been recognized for its Diversity and Inclusion efforts:

―	Capgemini OUTfront Germany has been awarded as the Network Group of the Year by Stonewall.
―	Capgemini Sweden women's network has been nominated for the Digital Well Awards.

Employee networks are instrumental in amplifying our communication campaigns while making them authentic.

Inclusive communication and branding

Our marketing and communications content embodies our commitment to more diversity and inclusion.

We run campaigns fighting against sexism, racism, and stereotypes. We encourage our employees to share authentic testimonies and become the faces of our communication campaigns for celebration days. To collect more photos representing the diverse slate of our workforce, we organized our first global employee networks photo contest. As we ensured that these photos can be legally used, we will gradually incorporate more of them into our communications, starting with our Diversity and Inclusion Group policy.

Our diversity and inclusion principles are also reflected in the programs we sponsor. As a Global Partner of Women in Rugby and Worldwide Partner of the Rugby World Cup 2023, Capgemini is committed to supporting female leaders to transform the game of rugby. Our Women in Rugby leadership program identifies and develops the current and next generation of female leaders in the world of rugby, enabling inspirational role models to fulfill their potential and create further parity across the game. Each year, 12 scholars are granted access to the best learning programs from Capgemini University.

External awards and recognitions

Across the Group, Capgemini has received notable recognition for its actions as an Inclusive Employer:

―	Capgemini Brazil, Colombia, India, and Mexico have been recognized as a Great Place to Work by the Great Place to Work Institute.
―	Capgemini Brazil has been awarded the Gold D&I Partner Award from SAP.
―	Capgemini France, Morocco, Poland, Spain, and Italy have been awarded the Top Employer Award from the Top Employer Institute.
―	Capgemini Germany has been nominated as a Leading Employer from Leading Employer.
―	Capgemini India has been awarded the Best Diversity & Inclusion Award from the IFCCI Indo-French Chamber of Commerce & Industry. Capgemini India has also been nominated as Best Corporate Outreach to Promote Diversity, Equity & Inclusion in Communities from Brandon Hall and an Exemplar of Inclusion on the 2023 Avtar and Seramount Most Inclusive Companies Index.
―	Capgemini Spain has been listed in the 100 Top Companies to Work in Spain by Actualidad Economica.
―	Capgemini Sweden has been nominated Best Employer by Universum and listed in the Young Professionals Attractive Index from Academic Work. Capgemini Sweden has also been listed in the Top 10 Trainee program ranking from Karriärföretagen.
―	Capgemini UK has been listed in the Inclusive Top 50 UK Employers from Inclusive Companies, Top 75 Employers from Social Mobility Index, and Best Workplaces in Tech by Great Place to Work.

4. Make business and technology transformation an opportunity for the broader society and external communities

Build an inclusive ecosystem

Our diversity and inclusion policy applies to our Capgemini employees as well as freelancers or independent contractors. Local diversity and inclusion policies reflecting local regulatory requirements, cultural perspectives, and/or local social agreements may exist. These policies should be aligned with our Group guidelines to the extent feasible. Our contractors and suppliers are also expected to meet these standards as reflected in our Supplier Standards of Conduct, by promoting diversity, equity, and inclusion.

Recognizing that diverse suppliers contribute positively to the communities and clients we serve, our own success, and the industry at large, Capgemini has implemented a supplier diversity policy in North America. This involves setting goals to increase spend with diverse suppliers, active participation in diverse supplier organizations, and support for the growth of diverse suppliers in our network. As part of our commitment, Capgemini is a corporate member of the following supplier diversity-focused organizations:

―	Canadian Aboriginal and Minority Supplier Council (CAMSC);
―	National LGBT Chamber of Commerce (NGLCC);
―	National Minority Supplier Development Council (NMSDC) A;
―	National Veteran-Owned Business Association (NaVOBA);
―	WEConnect International Women's Business Enterprise National Council (WBENC);

As a part of our commitment to higher engagement of diverse suppliers, Capgemini actively monitors our diverse supplier spend and establishes goals to maintain and improve it. We uphold a database of our suppliers' diversity certifications. Capgemini tracks diverse spending including, but not limited to women-owned, minority-owned, LGBT+ owned, all classifications of veteran-owned, disabled-owned, and small businesses. Procurement is continually reevaluating our goals to continue the growth of our supplier diversity program.

Develop thought leadership and advocate for an inclusive technology

Our publications and participation in courses or conferences are for us a chance to influence the debate around Diversity and Inclusion with a view to promoting inclusive behaviors among existing and future leaders.

In December 2022, we released our quarterly conversation report on the Future of Work, in which we highlight the power and value of diverse teams and the potential of minority groups as untapped sources of talent.

In 2023, we contributed to two new reports:

―	"A whole new ball game", demonstrating how technology could have a positive impact on inclusion on and off the pitch;
―	"A world in Balance", released during COP 28, highlights the rising focus on social dimensions, in a broader conception of sustainability, to ensure a greener and more inclusive transition.

We had the opportunity to showcase our vision of inclusion at various international forums, including the World Economic Forum, the UN Global Compact in Paris and Dubai, the ILO annual conference in Geneva, and the Viva Tech Summit in Paris. These forums enable us to engage in conversations with our clients, partners, and employees, positioning Diversity and Inclusion as a business imperative. Our insights and internal learnings are increasingly leveraged:

―	by our investors' teams, to give tangible illustrations of our ESG commitments;
―	by our sales and account managers' teams, to address the expectations of our clients to work with responsible partners, likely to contribute to their own transformation roadmap towards more sustainable and positive futures.

Grow future digital talent to access a better future

As a digital company, we have a responsibility to build the skills of tomorrow. We play our part in educating future leaders on sustainability. The Capgemini group D&I team was the business partner of a master's course in HEC, on Diversity and Inclusion, in February and March 2023.

With all these achievements, Capgemini continued to raise the bar on Diversity and Inclusion in 2023. We are dedicated to advancing and accelerating our efforts in 2024 to make Capgemini a magnet for diverse talent and foster an inclusive and engaging work environment where people of all backgrounds can shape the future they want and create distinctive value for our clients, partners, and society.

b) Main achievements in 2023

1. Achieving more gender parity

More women in the workforce

As we steadily progress toward our objective of reaching 40% of women in our global workforce, our pace has encountered a slight deceleration. After an annual average gain of +2 points since 2017, we progressed by 1 point in 2023. This remains a solid performance, considering:

―	the contraction in our external hiring, in stark contrast to the post-Covid period where we had to undertake massive recruitment amid a global economic restart;
―	the trends in the digital sector, where key players, including our direct competitors, experienced a flattening or slight decrease in their women's representation in 2022.

Except for the US, where we have been affected by a less favorable business environment, all other countries are making strides:

―	In Poland and China, we maintain a position above gender parity.
―	India, Morocco, and our consulting branch Invent, stand above 40%.
―	The majority of our core countries have now surpassed the standard threshold of 30%, including France, UK, Germany, Spain, Italy, Sweden, Brazil, Australia, and Canada, as well as all our Global business lines.
―	In the Netherlands, despite facing a limited local talent pool for Digital profiles, we have witnessed significant progress, nearly reaching the 25% mark.

This continuous growth is supported by solid fundamentals:

―	a noteworthy 40.4% of our recruitment across the Group comprises women;
―	women attrition remains controlled, standing below 10% at managerial levels (from grade D to F), and consistently lower than that of men across all grades, with an average gap exceeding 1%;
―	we promote more women as 42.2% of women were promoted versus 37.8% women present at the start of the year.

	Metric	2021	2022	2023	2025 target
Promoting gender parity in the Group	% of women in the workforce	35.8%	37.8%	38.8% √	40.0%

Scope: Capgemini group.

√ Data identified in these tables by a √ has been reviewed by Mazars with a reasonable level of assurance.

More women in client-facing, revenue-producing, and stem roles

While there traditionally exists a higher percentage of women than men in Business Services (54.8%) and Shared Services (68.8%), we place special emphasis on attracting and nurturing more women in the core functions of our business:

―	women make up 37.8% of our revenue-producing workforce, and 30.4% have direct sales roles;
―	women's representation in Consulting, Financial Services, and starting this year in Insights and Data, exceeds the Group average;
―	regarding IT and digital roles, women occupy 35.7% % of STEM-related positions.

All indicators showing an upward trend.

	Metrics 2021	2022	2023
Attracting and growing more women in IT	% of women in revenue generating functions 34.9%	37.0%	37.8%
	% of women in STEM related positions 32.8%	35.0%	35.7%

Scope: Capgemini group.

	Metric	2021	2022	2023
Promoting gender parity in management teams	% of women in management positions in revenue generating functions	17.4%	18.2%	27.2%

Scope: Capgemini group.

More women in managerial and top leadership roles

For the sustainability of our pyramid, it is important to grow a strong women's pipeline from within and elevate more women to managerial and leadership roles.

In 2023, we took significant steps in this regard by strengthening our KPIs in that direction: enhancing the remuneration scheme for our Vice Presidents, we extended the objective of achieving 30% women inflow at grade E, in addition to grade F. This means that VPs are now incentivized to help maintain at least 30% women in each recruitment or promotion at grade E and F levels.

In 2023, we achieved a women's inflow of 31.2% at grade F and an even higher 32.3% at grade E.

These positive strides have significantly reshaped our organizational pyramid, with women now representing more than 20% at every level and exceeding 30% at grade C, our managerial entry level. Our trajectory positions us favorably to meet our ESG commitment of achieving a minimum of 30% women in executive leadership positions, with an average annual progression of 2%.

Metrics		2021	2022	2023
Building a sustainable talent pipeline from	% of women in entry level positions	45.9%	47.1%	47.9%
within	% of women in junior management positions	26.0%	27.9%	29.3%

Scope: Capgemini group.

	Metrics	2021	2022	2023	2025 target
Promoting gender parity in management teams	% of women in Executive leadership positions	22.4%	24.4%	26.2% √	30.0%
	% of women in the Executive Committee	27.6%	27.6%	28.9% √	30.0%
	% of women among new VicePresidents (internal promotions and external hiring)	29.4%	31.4%	31.2%	Above 30%
	% of women in all management positions (including junior, middle and top management positions)		27.2%	28.7%

Scope: Capgemini group.

√ Data identified in these tables by a √ has been reviewed by Mazars with a reasonable level of assurance.

We have broadened our vision of diversity beyond gender and embraced different profiles. Talent is unique to each individual, but we believe in the power of diverse teams to create distinctive value for our clients.

2. Supporting inclusion of people with disability in the workplace

Geographical breakdown of employees with disabilities in 2023

Region/Scope	2022	2023
North America	414	359
United Kingdom and Ireland	1,111	1,161
Nordic countries	2	0
Benelux	25	26
Central Europe and Eastern Europe	324	342
France	1,035	1,112
Southern Europe	260	403
Asia-Pacific	584	479
Latin America	89	133
Middle East and Africa	0	0
TOTAL	3,844	4,015

Scope: Capgemini group.

After a rise of 46% between 2020 and 2022, the representation of people officially recognized with a disability, impairment or neurodivergence, has increased by 4.4% in 2023. This progression reflects our efforts in recruiting more of these talents, adapting our job ads and interview processes, and in encouraging more of our existing employees to self-declare. We recommend them to go through this administrative recognition process so that they can be better supported and even equipped to feel fully included in the workplace.

4.3.1.5 Collective bargaining coverage and social dialogue (policies, actions and main achievements in 2023)

[GRI 2-30]; [GRI 402-1]; [GRI 407-1]

a) Maintain a constructive employee dialog and labor relations

We commit to maintaining a constructive employee dialog and labor relations at all levels of the organization, both locally and globally. As we are convinced that employee dialog is a powerful tool to move forward, while allowing safe and conflict-free change, we have implemented an organization and tools enabling a strong dialog with employees and their representatives at all levels of the organization.

Group Employee Relations Policy

We adopted an Employee Relations Policy in November 2023. The following 3 fundamental principles form the backbone of our policy:

―	Capgemini is strongly committed to creating and maintaining a constructive and respectful social dialog;
―	Capgemini promotes an ongoing, high-quality dialog for the benefit of the Company and its employees;
―	Capgemini is driven by the belief that business and growth go hand in hand with constructive and mature dialog.

Through our Employee Relations Policy, we ensure that our fundamental principles are applied throughout the Group.

We are committed to remaining attentive, both internally and externally, to all developments that could improve our practices. To this end, the Company encourages participation in internal and external communities, professional associations, etc. to generate ideas that will help develop our business and improve the working conditions of our employees.

For instance, the Capgemini group Employee Relations Department:

―	has created and managed a global community of employee relations specialists present in our various countries;
―	has joined the Global Deal, an international body made up of governments, major companies and trade unions. The aim of the Global Deal partnership is to benefit from, and contribute to, a platform that highlights the value of social dialog and strengthens existing co-operation structures.

We also encourage the reporting of key information, issues and problems in countries from the perspective of International Works Council (IWC) delegates during our monthly IWC one-day meetings. As a mirror image, we organize monthly meetings with our community of employee relations specialists and HRDs in our different countries. These ongoing exchanges and cross-views allow a better understanding of local specificities, mutual learning, sharing of best practices and contribute to the proper implementation of our employee relations policy.

Employee representatives on the Board of Directors

Since 2016 and ahead of the statutory requirements in force at that time, two Directors representing employees have been appointed to the Board of Directors. One Board member was designated by the French unions while the second was elected by the International Works Council (IWC) from among its statutory members. The latter was already invited by the Company Chairman and CEO to sit on the Board and on the Compensation Committee from 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 other Group regions. It aims to put forward employees' interests to management and is kept informed of management plans and projects and their impacts on employees. 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 operational changes that could substantially affect its employees (at least within the European Economic Area, in accordance with EU Council Directive 2001/86/EC, and the Agreement signed on April 23, 2021), Capgemini is committed to informing and/or consulting them. IWC has a maximum of seventy members in total and 99% of Capgemini group is represented in the IWC (except in Europe with Serbia, Greece, Ukraine and Switzerland). The Group Management representative is the Chairman of the IWC, who acts in accordance with the Group's decisions and strategies. Statutory members of the IWC are delegated by the countries participating in the European Agreement. On top of the European Economic Area, four regions (Latin America, North America, Asia-Pacific and Africa) and two countries (UK and India) are represented. These six regions and countries are Guest Members and have a consultative voice. Employees are represented by country delegates and a permanent body called the IWC Bureau which is composed of ten delegates: four are allocated to the top four European countries, five are allocated to all European countries except the four top-sized countries and one additional seat is allocated to the country representing at least 30% of the Group's workforce within the European Economic Area. The CEO attends the IWC meeting at least once a year, and the Group Executive Board members are regularly invited for open discussions with IWC members.

The International Works Council has four annual meetings (February, June, October and December) chaired by the Group Head of Employee Relations, addressing general and employee matters. The first and third annual meetings are virtual. The first meeting is held after the Group kick-off to quickly inform the IWC delegates of organizational changes and the annual strategic roadmap. To ensure an ongoing dialog, the IWC Bureau meets monthly in addition to the 4 plenary meetings.

Meetings of the International Works Council are held to discuss Capgemini group strategies on human resources management, business development and market positioning. Additionally, the International Works Council or its Bureau are consulted when a transnational event:

―	affects employees' interests in at least two countries of the European Economic Area to a considerable extent, particularly in the event of a relocation, the closure of establishments or collective redundancies;
―	relates to the Group structure and has important consequences on the workforce or the Group's organization in Europe.

Depending on the complexity and the implication of the subject matters dealt with, the International Works Council needs sufficient time during the consultation process to be able to give an informed opinion when required. In principle, the consultation takes place within a maximum period of 4 weeks starting from the delivery of useful information to the delegates. This applicable consultation lead-time (within the limit of 4 or 2 weeks) will be agreed by the Secretary and the Chairperson, taking into account the complexity of the subject matter and the expected timeline to ensure proper dialog and exchanges. The IWC, or its Bureau, is informed or consulted before or in parallel with the information and consultation procedures carried out at local level.

100% of the global workforce is covered by Group policies, which are introduced through the IWC (e.g., New Normal, Company car, Employee Relations Policy, etc.), but are then applied on a country-by-country basis according to local regulations and laws.

Labor relations and employee dialog at local level

Country employee representatives and Works Councils are strategic partners in all organizational and operational transformations. This is reflected at the operational level in the countries, where unions, Work Councils and social representatives are in a continuous dialog with Capgemini business leadership and HR. Labor agreements signed in cooperation with both parties contribute to a better, safer and healthier work environment for all employees. Capgemini acknowledges that collective and enterprise agreements are an opportunity to secure a healthy and transparent social dialog, as well as concrete advancements in labor conditions and work environment.

b) Main achievements in 2023

In 2023, many new or renewed collective agreements were signed and consultations were held.

Overall, 32% of the global workforce is covered by bargaining agreements, which represents around 85% of the workforce in Europe (including UK).

At Group Level,

―	Five IWC plenary sessions and eleven Bureau meetings were held.
―	Capgemini adopted an Employee Relations Policy in November 2023. Capgemini's view of employee relations is ambitious, and this policy is an opportunity to confirm our approach and share it with all our employees and the market. The Group's Employee Relations policy ensures that our fundamental principles are applied throughout the Group. This policy is linked to all other social policies such as our Human Rights policy and the Code of Business Ethics.
―	The publication of this policy was accompanied by membership of the Global Deal in December 2023, an international body made up of governments, major companies and trade unions. The Global Deal was developed in cooperation with the International Labour Organization (ILO) and the Organization for Economic Co-operation and Development (OECD) as founding partners. Membership enables us to benefit from the various partners' experiences to contribute actively to exchanges and highlight the value of social dialog inside the Global Deal. Our policy and membership will help to promote social dialog (both internally and externally).

At local level, here are some examples of our agreements, consultations and constant listening:

In France, 2023 was marked by the organization of professional elections in the Capgemini Economic and Social Unit (UES), which has around 30,000 employees. These elections required the negotiation of numerous agreements with the trade unions so that they could take place under good conditions. At the end of the first round, six trade unions became representative, one more than in the previous term of office. Among the most important negotiations were the agreement on salary increases, the amendment on trade union communication (which gives new rights and opportunities) and the new agreement on disability. Other projects discussed with local works councils included real estate and organizational development projects and the voluntary transfer of employment contracts for certain support functions from the former Altran to Capgemini Technology Services. Eleven agreements were signed. We also conducted several negotiations at ER&D level, which has around 8,000 employees. Eight agreements were signed, including agreements on exceptional leave and long-service leave, profit-sharing, social dialog and professional elections.

In 2020, Capgemini also renewed its agreement with the French Ministry of the Armed Forces to support reserve activities. Capgemini undertakes to support the military reserve policy by granting its employees who are operational reservists special facilities to enable them to carry out their periods of reserve activity, and also to establish a climate of trust, based on dialogue, between Capgemini and the Ministry of the Armed Forces.

In India we had certain policy enhancements one of which is the Enhanced leave policy to include surrogacy, adoption, paternity, and gender affirmation surgery leave. We Introduced FlexAbroad Policy to enable our colleagues to work from another country. From an employee wellness perspective, now we have mental health covered under the group insurance policy, along with this we launched an Elder Care Program offering exclusive discounts for Capgemini colleagues. We Introduced a personalized application for our employees to address stress, alleviate anxiety, and embrace wellness. Enhanced health check-up program for Grade C and above. We upgraded the counselling program basis feedback received from employees via a confidential survey. From a social perspective, Capgemini in India has created a digitally enabled society with its Digital Academy initiatives. For Digital Literacy we supported government's initiative of Atal Tinkering Labs to enable fostering of creativity and design thinking among school children. We have launched MAATR, a digital solution developed by pro-bono efforts to help Mothers, Frontline workers, and new-born babies towards democratized access to health care. WeKare which is employee-driven initiative, has partnered with several organizations focusing on employability, and environmental protection.

Capgemini India has received numerous external recognitions in the year 2023.

―

At the Brandon Hall HCM Excellence Awards Capgemini in India:

―	won Gold under the Best Corporate Outreach to Promote Diversity, Equity & Inclusion;
―	won silver for Best Strategy for Corporate Citizenship;
―	won silver for Best Advance in Competencies and Skill Development;
―	won bronze under Best New Hire Onboarding Program;

―

In GPTW, Capgemini in India has been:

―	certified as a Great workplace;
―	accredited for its Inclusive PracticesTM;
―	recognized as Top 10 India's Best WorkplacesTM for Women;
―	recognized as Top 10 Best workplaces in Health & Wellness;
―	won Gold in Diversity & Inclusion (D&I) and Silver in Learning categories at BW People HR Excellence Awards;
―	winner in Best Employer for Women and 1st Runner up in Best Employer for Policies on D&I at ASSOCHAM's 4th D&I Excellence Awards 2023;
―	awarded the "Best CSR project for Digital Citizenship" at the IFCCI Conclave and Awards 2022.

In Brazil, we conducted 15 annual salary negotiations with 15 different unions due to our presence throughout the country. Capgemini has actively participated in the analysis of the main wage and social negotiation agendas with the trade unions of each city and state, and we focus mainly on 5 major regions, São Paulo, Salvador, Rio de Janeiro, Federal District and Araraquara. In addition to monitoring the agreements and/or collective agreements signed as part of the agendas common to all companies in each segment, Capgemini signed 2 other agreements focused on improving working time conditions for our employees, 6 other profit-sharing agreements for our employees, and 2 flexibility agreements on holiday dates. The country has a culture of trade union representation which is necessary for our employees and the action of trade union relations is important and necessary to maintain a professional and respectful environment between the parties, always keeping social dialog active. We promote our code of ethics and respect the wishes of employees who want to subscribe and contribute to their union representative. A monthly contribution is deducted from the employee's salary for this membership, with their formal acceptance. We currently have around 6% of employees who are members.

In Morocco, employee representatives are elected by employees in both Casablanca and Rabat. The employee representatives are members of the Works Council as well as the Safety and Health Committee. Regular meetings (monthly & quarterly) are held with employee representatives to discuss employee concerns and share Local and Group News and processes. In 2023, employee representatives were consulted, for example, on all the implementation of the new performance management approach.

In Romania, employee representatives are involved in actions concerning employees (such as disciplinary actions/individual dismissals) and are informed about changes concerning the organization. Employee representatives were successfully elected at the end of 2023 - 5 employees representing all the Business Lines present in Romania. One employee representative is also a member of the IWC.

In Portugal, a collective agreement is in force between Capgemini and an external professional association (IT sector). This agreement has established several measures in terms of remuneration and benefits, such as the minimum wage as a base and the number of days of leave, and its implementation is ensured by the local Human Resources team. It was also audited by the national 'Working Conditions Authority' with full compliance. As a people-oriented company, there is an employee social listening plan, with feedback actions on many topics, such as ' MeetUp sessions', Pulse follow-up meetings with all employees (organized by unit or segment), formal consultations on aspects such as Health and Safety conditions and work schedule scenarios. In addition, the two Capgemini Portugal employees who are part of the IWC also carry out several follow-up actions on aspects such as diversity and inclusion, gender pay equity, communication, the working environment and well-being.

In Belgium, the main achievement for 2023 was to successfully conclude negotiations to become a single technical unit for the 2024 social elections, which will allow us to have a single Works Council and a single safety and prevention committee as opposed to the current three unit separation. Other highlights for 2023 include collective agreements on the drug and alcohol policy, the right to disconnect and new work rules. Furthermore, in collaboration with our social partners, we have set up an E.V car policy in Belgium.

In Italy, 3 agreements were signed on flexible working (Metalworking, Trade and Credit). In addition, a specific agreement was signed in the metalworking sector for the application of a different treatment for supplementary health benefits compared with the national treatment. Numerous trade union meetings were held on various issues, in particular:

―	annual calendar of holidays;
―	shuttle transport for employees in the Rome offices;
―	information on business trends and the most relevant staff indicators;
―	information on changes in the Company's performance bonuses and training plans.

In Finland, we successfully negotiated the renewal of our company-specific collective agreement in the autumn of 2023 (working conditions, working time and remuneration, flexible working, etc.), which required close cooperation with the local Works Council (5 primary members plus substitutes) and Capgemini.

In Poland, employee representatives were consulted on changes to labor and remuneration regulations, the implementation of new regulations on teleworking and regulations relating to the Social Fund. All these actions were required by law. Beyond the law, Capgemini Poland continues to organize regular quarterly meetings between the four IWC representatives and the Country Management Board. IWC members and employee representatives have also been regularly informed of the roll-out of the HR Transformation Program in Poland to ensure transparency and program's proper implementation within the organization.

In 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 under the Transfer of Undertakings (Protection of Employment) regulations 2006 (TUPE). In 2023, we successfully held an election for our Capgemini Works Council (CWC) which resulted in 7 new representatives being elected. The CWC was fully consulted and reviewed the following policy updates before launch; amalgamation and enhanced offerings of 2 new family-friendly policies (combination of maternity, paternity, adoption, surrogacy and shared parental leave) and the Out of Hours Policy which saw increased rates for shift payments. These policies were positively received by employees and were supportive of our drive to be competitive in the market. We also successfully launched a Health and Well-being hub, which offers a wide range of support mechanisms accessible to all UK employees. This received very positive feedback.

In Germany, more than 90 collective agreements with works councils have been concluded at local and central level. The agreements concluded in 2023 mainly concern the implementation of IT tools, employment conditions (in particular pay and benefits issues), Health and Safety issues (e.g. assessment of psychological strain) and office moves/environments, but also transformation issues related to the new performance process, the reorganization of 2 major entities (C&CA and I&D) and the integration of the Braincourt company. The agreements are published on the intranet in accordance with local legal requirements. In 2023, ER&D (former Altran entities) was still focusing on agreements relating to the implementation of technical facilities (IT) and remuneration.

In Denmark, the Works Council has 3 members, 2 of whom are also members of the IWC. The Works Council meets every three months and Capgemini can organize ad hoc meetings or e-mail exchanges to maintain a permanent link. Social dialog has achieved notable results in key areas, including the integration of new colleagues (people transfer), global IT initiatives, mandatory Group training and the Group's transformation programs.

In the US and Canada, Capgemini continues to prioritize inclusivity and be a family-friendly organization. It has launched enhanced benefits supporting employees, e.g.: it improved paid parental leave to give secondary caregivers two weeks of full salary and removed the one year waiting requirement for benefits eligibility; it created a benefits insights guide to transitioning to support LGBTQ colleagues, it expanded fertility benefits to cover $15,000 in surrogacy or cryopreservation costs and egg freezing, it launched additional back up care services, and it started a new partnership with Peppy Health to support women in menopause or dealing with polycystic ovary syndrome (PCOS) or endometriosis. In continued support of a diverse and inclusive workplace, we launched leadership PACT for Future Shapers, a retention program for over 120 high-performing managers and Inclusive Executive Sponsorship training for Vice Presidents. We achieved a 98% retention for the first two cohorts, one year after the program launched. Our Employee Resource Groups saw a 3% increase in participation in 2023 and active ERG members have a 7% higher retention rate than those who are not involved.

In Sweden, we have a very well-functioning collaboration with the unions (two different unions and 8 local union clubs, 11 members). The relationship with our unions is very good and transparency is high. Throughout the year, we have consulted and negotiated every month about different topics such as new IT Tools, Health and Safety, Performance management (Pxcell), new managers, new CEO, local changes in organizations, and re-locations of offices.

4.3.1.6 Non-employees in the workforce

We define Non-Employees as individuals contracted through an intermediate company, delivering services for Capgemini on a Time & Material basis. This definition encompasses independent contractors, as well as some employees from small, medium and large companies, all managed through our service provider management system called VMS 'Vendor Management System'. The same population also matches the 'own workforce' definition under the requirements of the European Sustainability Reporting Standards as part of the Corporate Sustainability Reporting Directive (CSRD).

As part of our Duty of Care, we recognize and identify the risks specifically associated with this workforce. Those risks include but are not limited to harassment, discrimination, poor working conditions, failure to comply with labor law, data protection incidents, etc. They can either manifest within Capgemini or through our suppliers.

To understand and assess the materiality of these risks, we are currently implementing a monitoring strategy. Beginning in 2024, the strategy will involve voluntary surveys sent to Non-Employees after the end of their engagement with Capgemini. Questions will address their overall satisfaction of their relationship with Capgemini and focus on specific risk areas. Results will be consolidated and analyzed annually, with recurring and significant observations noted for further action.

In addition to monitoring, a new Freelancers Group Policy is scheduled to be released in 2024. This policy provides a framework for setting consistent rules regarding the Non-Employee workers at Capgemini so that:

―	the use of this workforce segment is compliant with applicable regulations and risk-mitigated;
―	all parties have clarity over their respective role and responsibilities;
―	we define the unique frictionless experience we want to offer to non-employee workers.

This policy will cover various aspects of the Non-Employee lifecycle journey, including sourcing and staffing, contractualization rules, differentiation from permanent staff, ensuring ethical and compliance awareness, and Engagement Manager training.

4.3.1.7 Health & Safety and well-being at work (policies, actions and main achievements in 2023)

[GRI 403-1]; [GRI 403-2]; [GRI 403-3]; [GRI 403-4]; [GRI 403-5];

[GRI 403-6]; [GRI 403-7]

The health, safety and well-being of Capgemini employees and subcontractors are of the upmost importance to us and are constantly monitored, developed, and supported by our procedures and frameworks. Similarly, the Group's ability to adapt quickly to changes to ensure business continuity is a priority.

a) Create a safe, caring, and flexible work environment

1. Health & Safety at work

Our constant and continuous work to update and communicate our policies and guidelines to our people is a top priority to support education and create awareness within Capgemini. Health and Safety information is provided to all employees and regular training sessions are promoted and conducted to prepare 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, and rehabilitation, as well as during business travel.

The following is an overview of the scope of our standard Health and Safety policies, which provide information, guidelines, and training 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 our Environmental 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; and
―	guidelines for employees with disabilities.

In all countries, we pay special attention to national legislation and directives, especially in times of pandemic. A regular risk assessment is organized according to national standards and requirements, with special focus on psychosocial, health and building-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). 59% of the global headcount is therefore covered by the ISO 45001 certification. 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 at Capgemini

As in the previous year, Capgemini group continued to support and deliver health risk awareness in 2023. Based on experience from the additional "Covid protocols", some key actions were maintained. Capgemini continued to provide ongoing and consistent support to employees.

In the course of 2023,

―	hand gel remains a standard equipment for additional hand hygiene;
―	medical masks are available on site, as well as Covid tests in some countries;
―	additional cleaning of highly frequented touchpoints is in place (e.g. door handles);
―	colleagues who feel unwell or show even slight symptoms of cold are encouraged not to go to the office; and
―	in addition to the above measures, we continued to enable an effective work-from-home system for our colleagues across the globe.

Health & Safety at non-Capgemini sites

Many of our colleagues regularly work at client, subcontractor' or other non-Capgemini sites. To accommodate the growing need for flexibility at work, it is important to extend the coverage of our Health and Safety information to external premises, such as trains, planes, homes and hotels.

At client sites, we ensure that our employees are aware of and comply with the health, safety and emergency rules in effect. Employees could continue their flexible work models in accordance with client and project needs, enabling us to actively meet our Duty of Care to our people. We continue our close collaboration with clients and support employees with equipment, information and WFH guidelines to successfully apply this model.

Health, Safety and security when travelling in medium and high-risk countries

Medium and high-risk countries are identified with the support of external and independent health, safety and security providers.

The Group is committed to operating in countries where people security and safety risks are limited.

Nevertheless, for some clients and specific engagements, employees may be required to travel to geopolitically unstable countries, or dangerous geographical areas, with potential physical risks (terrorist attacks, popular uprising, civil wars, acts of banditry) or to countries facing Health and Safety issues (disease, infection, transportation accidents, etc.) from which we must protect them as their employer.

Moreover, during business travel, people can also be impacted by serious natural disasters or environmental/climatic events (earthquake, hurricane, flooding, etc.).

They all have the potential to impact their physical integrity while travelling.

To prevent risks and minimize their impact, we have implemented the following 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 unrest, strikes, etc.) that can affect international travelers as well as local employees in a specific area;
―	extension of the working hours of the Group Security Center and the setup of a 24/7 service;
―	deployment of a mobile application for employees to geolocate themselves and send emergency messages if needed;
―	geolocation made mandatory four times a day (or more) for employees traveling to- some specific countries and missions;
―	safety training made mandatory for all travelers;
―	a BTA (Business Travel Assistance) policy that covers all emergencies worldwide was provided in addition to a 24/7 call center for emergencies (International SOS).

Moreover, Travel Tracker and Mass Communication Tools are implemented to allow us to better track and help travelers and local employees when a serious incident happens.

Most of the interventions by our assistance provider are for information and advisory purposes. Only a few of them involve medical assistance.

Permanent watch and support provided to colleagues during natural hazards and other serious events (fires in buildings, floods, etc.)

More generally speaking in support to the Chief Security Officers network, Group monitors all natural hazards arising where we have employees. We are present on the side of employees affected.

Support provided to Ukrainian colleagues from a health, safety and security standpoint in the context of the Ukrainian crisis

Since February 24, 2022, the Group has provided support to Ukrainian colleagues and their families. From the beginning of 2023, the crisis mode (put in place at end of 2021) was deactivated but a close monitoring has been put in place and meetings are regularly conducted between the Group crisis coordination team and our Ukrainian colleagues to re-assess the health, security and safety risks they could face and adapt crisis response options accordingly in case the situation deteriorates. Moreover, assistance and support are provided on a needs basis, and a close link is ensured between the Group and local management.

Support provided to Moroccan colleagues during the September 8th, 2023, earthquake

After the September 8th, 2023, earthquake in Morocco, Capgemini Morocco and the Group came together - within a crisis management team - to (1) contact all our employees based in Morocco, our travelers and our colleagues doing Flex Abroad, (2) check their state of health and (3) provide help and assistance when needed. Thanks to Capgemini Morocco and the Group action, some people having lost their house have been accommodated, medical treatments have been provided and food and water have been supplied. Financial support has also been provided for those who have suffered heavy damages.

2. Country specific policies

Focus on India

The OH&S (Occupational Health & Safety) program at Capgemini India encompasses a wide network of stakeholders: employees, suppliers, support staff and clients. The organization successfully completed a 2nd surveillance audit for ISO 45001:2018 and has been recommended for certification.

Capgemini India's H&S policy has been defined with the Governance Board, to which the India Corporate Real Estate Services (ICRES) Health Safety and Environment (HSE) team reports on a periodic basis. The policy includes: on-site medical care and on-demand remote medical support; a 24x7 medical helpline, including for employee family members; 24x7 EAP emotional support to employees and their families; ergonomic awareness sessions for all employees; pandemic management; identification of Emergency Response Team (ERT) members for every location.

India's Health & Safety policy intends to comply with the relevant legal and other requirements applicable to Occupational Health and Safety and provide appropriate guidance, training and awareness to create a safe environment at the workplace - adopting an agile health & wellness risk management approach focusing on the promotion and protection of Employee and Family well-being.

A hazard identification and risk assessment exercise is carried out on an ongoing basis, helping us identify new risks and opportunities proactively, and take necessary actions for continual improvement. Appropriate control measures are adopted/modified, with defined and frequent monitoring, when a specific hazard is identified.

Focus on the Netherlands

The Netherlands has been still ISO 45001 certified, as in previous years which means that ongoing focus was placed on the Health & Safety Policy and the implementation of activities that support the health, safety and well-being of employees, contractors and visitors to our sites.

As part of the implementation of the flexible work policy, a mandatory Health & Safety e-learning has been implemented. The training consists of several short (1-3 minutes) videos on the most relevant topics: ergonomics, psychosocial health, well-being and safety in the workplace. The training was launched in September for all Capgemini employees and every month new employees are invited to complete it. An 80% correct score on the final test and a certificate conclude the training. Since its launch in 2022, more than 3,650 colleagues have completed this training.

According to Dutch law, we must ensure an ergonomic workplace at home since working from home is business as usual. To this extent, Capgemini and Sogeti in the Netherlands developed a portal where employees can order both a sit/stand work desk as well as an office chair that meets Dutch requirements. Employees borrow the equipment for the duration of their employment. When they leave the equipment is reused by other employees unless the employees chose to buy the equipment. Considering that many (young) people do not have the space for a 160x80 work desk, we offer them the option of a side cabinet that can be turned into a full sit/stand desk.

In 2023, a training course was implemented in the Netherlands on when and how to report on sickness and recovery.

It is a given fact that a laptop does not meet regulations regarding workplace ergonomics. To meet regulations, Capgemini NL has implemented software (Work & Move) to encourage employees to take enough breaks and work with the laptop efficiently and with full concentration. Additionally, we pro-actively provide all employees with an ergo kit, i.e. a desktop stand together with a light keyboard. With the desktop stand, the laptop can be positioned at a better height when a monitor is not available. The next step in the ergonomic process is to implement an annual home workplace check.

Despite all the information provided on how to organize your workplace ergonomically, an ergonomic workplace is a very personal adjustment of general equipment. We have trained ergo coaches who can advise and support employees on how to optimize their ergonomic workplace. Ergo coaches are Capgemini colleagues, trained in general ergonomics, who can support employees on request but also spontaneously when they see an unhealthy work attitude.

In 2023, Capgemini NL implemented a new mandatory health check called MyVitalCycle. MyVitalCycle offers employees a bespoke health check where they can choose every year to deep dive into one of four health topics: medical, mental, lifestyle and ergonomics. The health check includes a one hour meeting with an expert of the chosen topic. A physical test is offered in the medical and lifestyle deep dive. Via the portal, employees are encouraged to organize support to improve on the topic of their choice.

Focus on France

Capgemini France has forged a solid partnership with staff delegates and unions and ensures compliance with relevant standards and agreements, while working to optimize their implementation every year.

This has been ongoing since 2017 with 25 Health & Safety Committees, and again since 2020 with the changes in French law (amendment of Decree 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 and find a solution together. Every employee can raise an alert and be supported;
―	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 and problems 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. The cross-disciplinary action plan focuses on three areas:

―	Psychosocial Risk (PSR) training for Managers to help them support employees with work-related stress (lack of time to complete work, too much complex information, recurrent interruptions in their tasks etc.). Since 2021, the training is available in a remote format;
―	time management between jobs, aimed at improving the management of inter-contract periods and reducing the impact in terms of stress; and
―	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 and stress management).

Additionally, Capgemini has concluded a new agreement on working from home with all the representative trade unions, allowing employees to spend between 20% to 70% of their working time at home on average over the year. This system is part of a preventive health care approach and contributes to a better work-life balance in line with employee new expectations. This scheme was extended at the beginning of 2023 with the introduction of Flexabroad (teleworking abroad for a limited period) to continue to promote a better work-life balance. More than 1,000 employees within the Capgemini group in France have already benefited from this new framework. This new agreement further enhances the flexibility and autonomy of employees, in line with Capgemini's values of freedom and mutual trust.

We also focused our efforts on training, rolling out a new module on the right to disconnect, and encouraging people to take the "flexible working" module. Lastly, in the area of safety, we are working on adapting our evacuation and first aid training systems to keep pace with changes in work organization and mass teleworking.

In addition to our regular health awareness initiatives (raising awareness of cardiovascular risks, burn-out, certain cancers, road safety, etc.), in 2023:

―	we developed the use of occupational medicines on certain sites to offer various awareness-raising sessions as well as vaccinations; and
―	we launched a new 2-year partnership with United Heroes to combat physical inactivity. This is a sport and well-being application that encourages our employees to take part in individual and group challenges and to access health and well-being content.

Capgemini has also been committed to the employment and integration of people with disabilities since 1996. A new agreement (the 6th in a row) to promote the employment of people with disabilities was signed in November 2023. In particular, the Company renewed its commitment to helping employees with disabilities remain in work, especially when a health problem appears or develops, and preparing the return of employees after a long absence and adapting work situations.

b) Fostering well-being

1. The Well-being Hub, a global application providing mental, physical and social well-being advice and services

As Capgemini has moved towards new ways of working, and with the many lessons learned, we continue to enhance our global well-being offerings via the global Well-being Hub to support long term employee well-being through feedback and employee listening.

The global application is available via Microsoft Teams to employees to promote connecting with colleagues, and obtain guidance and support on mental, physical and social well-being. We engage with Capgemini employees through:

―	existing and new virtual initiatives, e.g. weekly virtual yoga sessions and monthly mindfulness sessions;
―	self-learning material provided via our global learning platform;
―	our Employee Assistance Programs provide additional well-being support for employees. Mental health support programs and a 24/7 global helpline for mental well-being issues have been developed and promoted.

The global Well-Being Hub consists of five key features:

―	mood Diary: For employees to anonymously self-check their mood, and get guidance based on their emotional entry;
―	library: Employees can read, watch or listen to curated material and pre-recorded sessions on physical, mental, social and financial health from our global learning platform;
―	lounge: Employees can facilitate or participate in global conversations, interactive sessions and expert webinars based on well-being topics of choice. Physical gatherings are based on any activity of interest e.g. a tennis class, running clubs or non-sport related activities such as a book club, coffee corner;
―	global Contact Hours: A tool enabling employees to understand the general working hours per time zone, and manage the overview of multiple time zones for collaboration and supporting the work-life balance;
―	well-being Support: Contact page where employees can find global or local support depending on their area of concern and their country Well-being Ambassador.

Together, with our Group well-being team and country well-being ambassadors, we maintain and grow our well-being at Capgemini.

Equip and support well-being at home

Our 360° employee engagement survey was expanded to gain more insights on employee well-being and the harmonized employee equipment program supports employees with sufficient set-up when working from home. Additionally, our global Work From Home Playbook provides multidimensional guidance to employees on how to best set up their environment when working from home to ensure they create healthy habits e.g. when disconnecting from work, supporting ergonomics and awareness of data protection and safety in their environment.

To ensure employees do not feel isolated and remain connected with their teams and the Company culture, we implemented a global playbook on team rituals based on seven principles, 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:

―	flexible working arrangements defined on a voluntary basis;
―	recommendations on the percentage of time worked from home 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.

2. At local level

Employee well-being is addressed from a global and local perspective to ensure we satisfy any employee well-being needs.

Within our Capgemini countries, we have examples such as gym memberships via GymPass, the Capgemini on the Move Initiative, Equilibrium, an emotional health and nutritional pillar, a weight management program, the Winter Gym Initiative and Employee Appreciation Week.

Focus on India

India's overarching framework of OH&S covers all the functional areas of employee well-being services, from transport, food and beverage, on-site clinics, physical security, and customer and visitor safety support. In the backdrop of the Covid-19 pandemic in the past two years and the co-existence of remote working, support is being extended to employees and their family members both on-site and remotely and covers holistic physical and mental wellness.

In 2023, we launched the Emotional Harmony Survey to understand and identify matters that are significant to our employees and better design emotional resilience interventions at an organizational level. This completely anonymous and confidential Survey received an enthusiastic response across all BUs.

The survey results have been analyzed, drawing out insights and identifying employee-focused hotspots which will help to design specific, curated mental well-being programs.

c) Transforming the workspace

At Capgemini, we believe workspace has a major impact on employee productivity, the sense of belonging to the organization and well-being. Our Capgemini offices represent our brand image and spirit, for our people and for our guests.

Our physical offices are focused on welcoming our people in the spirit of collaboration and highlight the importance of preplanning activity when coming to work to ensure employees have the most efficient and pleasant experience. This means booking space for planned activities, taking the opportunity to interact with colleagues and guests in person, and making time spent in the office as interesting and positive as possible. To this end, our offices are equipped with digital solutions to help employees navigate in the space, book their seats, find information on current activities and find support services through apps like Office Pass and SmartOffice. All these measures aim to create a seamless experience together with smooth access and work conditions. The above measures are consolidated and presented in our Work from Office Playbook to make sure the guidance is consistent and easy to consult.

d) Main achievements in 2023

The actions initiated in 2020 were continued. Through extended 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 general services the management of protection equipment and set up guidelines for inventories, reliable providers, and logistics.

In 2023, the security team continued to monitor international travel in accordance with Group guidelines to ensure that only essential travel takes place. Providing updated information on travel conditions helped guide travelers and ensure no one was stranded or quarantined.

	Metrics	2021	2022	2023
Health & Safety	% of travelers in "medium/high" risk countries, who have followed the safety/security procedure (Snapshot process)	97%	100%	99%
	Number of serious events affecting employees to be monitored (terrorist attacks, flooding, tornadoes, civil unrest...)	171	143	218
	Assistance Activity - Information and advice	172	571	109
	Assistance Activity Outpatient Inpatient Evacuations and Repatriation of Mortal remains	15	29	27
	Assistance Activity - Total number of assistance interventions for travelers and/or expats	187	600	136
Other information	Number of International travels (by air)	13,832	100,084	43,632
	Number of travels to "medium/high" risk countries	791	14,137	6,138

Scope: Capgemini group.

4.3.2 Ethics and human rights

[GRI 2-23]; [GRI 2-25]; [GRI 2-26]; [GRI 406-1]; [GRI 407-1]; [GRI 408-1]; [GRI 409-1]

ESG policy priority G: Maintain high ethical standards at all times for mutual growth

4.3.2.1 Our values and ethical culture

Our seven core values - freedom, trust, team spirit, honesty, boldness, modesty and fun - are at the heart of our identity. Our values inspire and guide our team members, who each contribute to our ethical culture.

Capgemini's founder, Mr. Serge Kampf, was deeply convinced that sound ethics is an essential foundation for profitable and sustainable business. 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 team members worldwide, our values remain constant, while nurturing diversity, and individual freedoms and initiatives.

We define our ethical culture as an aspiration, to guide the behavior of all our team members across the world. This means adopting an approach that starts with questioning our own actions and decisions, inquiring, 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's backgrounds and contributions to our joint enterprise. Being a values-based organization has enabled us to develop high ethical standards while nurturing the diversity of our teams. It has guided our behavior throughout the many developments 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 supports our team members in using ethical reasoning to find the most ethical way forward in their everyday business decisions and actions. It also promotes agile behaviors, well fitted to unanticipated events that can arise in complex situations. This ethical framework connects all our Group's employees throughout the world.

4.3.2.2 Ethics and human rights governance

a) Board of Directors

As early as 2006, the Capgemini Board of Directors set up an Ethics & Governance Committee, whose main duty regarding ethics is to ensure the promotion and respect of our seven core values.

Our Code of Business Ethics was first drafted in 2009 to formalize the ethical behaviors that our values inspire, and which characterize our ethical culture. Each of the Directors signed the code, demonstrating their individual and collective commitment and support. Once a year, the Group Head of Ethics and the Group Ethics Officer report to the Ethics & Governance Committee on our ethics and human rights approach and related actions, including guidelines and training updates, alerts reported on SpeakUp (our ethics helpline), conflict-of-interest declarations submitted through the Declare tool, internal and external communication initiatives during the year, a summary of our employees' feedback received through our ethical culture survey, Ethics Pulse and specific updates on initiatives related to our human rights commitments. The report also includes the main actions planned for the following year related to ethics and human rights.

b) Group Management

The Group Head of Ethics is responsible for our ethics and human rights framework and approach across the Group and reports directly to the CEO. The Group Ethics Officer reports to the Group Head of Ethics and promotes our ethics approach globally. The governance was strengthened further in 2023 by the creation of a Group Ethics Committee to monitor Ethics' activities, analyze their development and make recommendations on measures to ensure Ethics' missions are fulfilled.

c) Business Units - Global network

Managers of the Group Operating Units (Strategic Business Units or SBUs and Business Units or BUs) are accountable for ethics and human rights in their respective units. They are also responsible for driving ethics and human rights initiatives locally, while respecting local legislation.

The Country General Counsels report to the Group General Counsel and serve as Ethics & Compliance Officers in their jurisdictions. They ensure implementation of ethics and human rights initiatives within their regions and liaise with the Group Ethics Officer.

Since 2021, we have set up a new network of "Ethics Champions" for Malaysia, the Philippines, Singapore, Vietnam and Thailand to further strengthen our local ethics network and complement the existing group of Ethics & Compliance Officers. The pilot countries were selected considering a risk-based approach and where the Ethics & Compliance Officer is not physically present in the country. The ethics champions are a network of diverse colleagues, nominated to formally promote our values and help embed our ethics and human rights initiatives locally. Most importantly, ethics champions are committed to our values and ethical culture while being approachable to everyone in their respective countries. Following the successful pilot in APAC, this program has been evaluated for other regions in 2023 and will be expanded in 2024.

We are members of global ethics organizations to stay updated and adapt to important changes and we focus on continuous improvement using external benchmarking. As part of our ongoing improvement efforts, our Code of Business Ethics was reviewed by an external ethics advisory organization in 2023.

In addition, ethics is being fully integrated into the Group's Internal Audit program.

4.3.2.3 Our ethics initiatives

We nurture our ethical culture year after year, constantly improving our approach. As a result, we have been recognized as One of the World's Most Ethical Companies by the Ethisphere Institute for the eleventh year running. This recognition highlights Capgemini's role as an employer of choice and a responsible player in the eyes of our clients, shareholders, and the wider community.

Our ethics initiatives actively nurture our ethical culture, creating and maintaining awareness among employees to help them make decisions aligned with our values. Our initiatives advance along five main pathways: Guidelines, Training and Communications, Listening up, Speaking up, Conflicts of Interest management and Opinion for development & innovation.

a) Ethics guidelines and training

Our Code of Business Ethics sets out who we aspire to be and translates our values into ethical principles and expected behaviors. It is available in multiple languages to all employees and external stakeholders. Our code's commitment is endorsed by all members of the Capgemini Board of Directors and the Group Executive Board (GEB) as part of their individual and collective support for the Code of Business Ethics provisions.

Additional Group ethics guidelines provide more detailed information on specific topics such as our ethics helpline SpeakUp and the management of conflicts of interest. The management of conflicts of interest, in line with our conflict-of-interest policy, was strengthened in 2022 with the progressive implementation of a specific tool, Declare, which has been rolled out so far in 39 countries across the Group, covering 93% of our headcount. The roll-out will continue for the remaining countries in 2024.

Capgemini has paid particular attention to Artificial Intelligence (AI) as a key growth area presenting both huge opportunities and ethical challenges by publishing 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 and guided 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 for the 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 relaunched in 2021 with a refreshed learner interface and modular format and will be reassigned annually to all employees starting in 2022. Subsequent annual recertification includes refresher training and assessments using AI based on learners' performance in the previous year to reinforce training according to the individual learner needs. In 2023, Ethics@Capgemini comprised a core module "Values and Ethics" and four scenario-based sub-modules featuring short, engaging videos on ethics topics including "Honoring human rights", "Speaking up and non-retaliation", "Conflict of interest", "Harassment-free work environment", allowing employees to practice how to handle tricky ethical situations. Harassment-free work environment also includes the key topics of preventing sexual harassment and discrimination. Through the annual ethics training, all our employees receive the related guidelines (Our Code of Business Ethics, SpeakUp, Conflict of Interest, and Human Rights policies) and pledge their commitment to follow the guidelines set out in the policies;

―

in Q1 2023, a two-day face-to-face investigation management refresher-training was conducted for our Ethics & Compliance Officers and SpeakUp investigators in collaboration with experienced external trainers. Additionally, there are quarterly sessions with our Ethics & Compliance Officers and SpeakUp investigators where they share experiences and learning from managing complex SpeakUp cases along with practical scenarios, role plays, and break-out discussions supported by external trainers.

b) Ethics awareness communications

Communications on our values and ethics are conceived at Group level. These are promoted in collaboration with Group and country communications teams and our dedicated Ethics & Compliance Officers network:

―	In 2023, we celebrated our 11th year of recognition as One of the World's Most Ethical Companies ^® by Ethisphere.
―	Think Ethics is our newsletter on key ethics topics, comprising a ready-to-use managers' toolkit.
―	Ethics Radio is our podcast series available on our Group intranet (Talent) for all employees. We talk about sanitized SpeakUp cases - the kind of cases we encounter and how these are handled internally. Along with the annual 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 deck for managers.
―	We continually focus on sharing our achievements, insights, and learning through various external communications such as Capgemini.com and our corporate social media channels.
―	We run regular campaigns for the launch of new ethics guidelines, tools and recognitions.

c) Active listening, for continuous improvement

As One of the World's Most Ethical Companies ^® , we take the 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 to maintain over 80% of the workforce with an Ethics Score of between 7 and 10.

Since 2021, the Capgemini ethical culture survey has been fully embedded in our monthly Pulse survey on a platform hosted by an external provider. Nine questions on our values and ethical culture are asked each month and all employees receive the opportunity to share their feedback for the nine questions twice a year. In 2023, an aggregate of over 240,000 employees from 45 countries participated. The survey had questions on our values and ethical culture and speaking up culture. It confirmed a widespread perception among team members that Capgemini is an ethical workplace (an average overall ethical culture score of 8.3 out of 10 with 86% of our workforce scoring us at between 7 and 10). Aggregated feedback and analysis from the survey, along with guidelines, were shared with team managers and business leaders. All managers have access to their span's dashboard, with scores and feedback, while maintaining the anonymity of employees.

Insights from the survey results have been considered for the Ethics action plan: in 2023, insights were considered to develop "Purpose and Values" workshops for new employee onboarding in collaboration with HR, initiate the revamp of Our Code of Business Ethics to emphasize expected behaviors inspired by our values, prioritize tool and process enhancements to monitor and track retaliation, strengthen internal investigation training for our SpeakUp investigators and revamp our annual Ethics@Capgemini training. We also shared new Ethics Radio podcasts with all employees, discussing sanitized SpeakUp cases. In 2024, we will continue to focus on the increased alignment of behaviors with our values with the launch of our revamped Code, improvement of ethics discussions within team meetings, and increased support from leaders and managers to spread trust in our speaking-up culture and our zero tolerance for retaliation. Listening to employees' feedback is a continuous process, which helps us adjust our priorities with the insights gained.

	Metric	2021	2022	2023
Maintain high ethical standards at all times, for mutual growth	% of the headcount (average total headcount), with an Ethics score of between 7 and 10	85%	87%	86%

Scope: Capgemini group.

4.3.2.4 Human rights at Capgemini

Acknowledgement of the freedom of each individual, and the trust in others that this implies, are fundamental to the respect for human dignity. Freedom and Trust, two of Capgemini's core values, underpin the Universal Declaration of Human Rights and reinforce Capgemini's natural inclination to unwavering respect of human rights.

a) Our human rights framework

Along with our overarching Code of Business Ethics, which fosters our commitment to human rights, we published a dedicated human rights policy in December 2021 that covers our full value chain, and aligns with the Universal Declaration of Human Rights, the United Nations Guiding Principles on Business and Human Rights (UNGPs) and the International Labor Organization's Declaration on Fundamental Principles and Rights at Work (ILO Declaration). Our human rights policy states our commitments, program, and governance, and covers all Capgemini activities. It is endorsed by our Group Chief Executive Officer, and the progress of our human rights initiatives is monitored by the Ethics & Governance Committee of the Capgemini Board of Directors;

In defining our human rights policy, we identified our ten human rights commitments:

―

eight of our commitments concern key human rights issues particularly at stake for the Company:

―	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 human trafficking;
―	data privacy;
―	protecting human rights through our ethical approach on AI solutions.

―

two of our commitments represent positive actions from the Group towards those rights:

―	right to education;
―	digital inclusion.

In the implementation of its human rights policy, Capgemini considers the vulnerability of certain groups of people as defined by international law such as migrant workers, women and indigenous people.

This Section will provide a global understanding of our human rights framework monitored by Group Ethics. Detailed actions regarding our human rights commitments are developed in the different Sections of this Statement on Non-Financial Performance:

Our human rights commitments	Related Sections
Equal Opportunity and fair treatment	Social - Own workforce
Freedom of expression	Social- Ethics and human rights
Freedom of association and collective bargaining	Social - Own workforce
Harassment-free work	Social- Ethics and human rights
Safe and healthy workplace	Social - Own workforce
Protection against child labor, forced labor and human trafficking	Social - Own workforce
	Capgemini Supply Chain ESG pledge - stakeholders approach and engagement
Data privacy	Governance - Protect and secure data
Right to education	Social - Own workforce
Digital inclusion	Social - Local communities
Protecting human rights through our ethical approach on AI solutions	Social- Ethics and human rights

b) Raising awareness on human rights

To protect and promote the respect of human rights across our Group, the first step is to ensure that our ten human rights commitments are known and understood by all Capgemini's employees. To this end, our CEO annually communicates on our commitments to respect human rights.

Our human rights policy is published on the Capgemini intranet, accessible by all employees, and available on Capgemini's external website.

Dedicated training sessions were conducted in 2022 for key positions such as the Ethics & Compliance Officers network and for Internal Auditors.

As part of our mandatory e-learning course Ethics@Capgemini, we have developed a dedicated human rights sub-module. This sub-module was launched in January 2023 for all employees and focuses on Capgemini human rights policy commitments and their implementation across the Group. Every year, we also assign two sub-modules on: "Harassment-free workplace" and "Speaking up and non-retaliation".

In 2022, Human Rights was one of the three key pillars of our Ethics in Motion campaign launched to celebrate our 10th year of recognition as one of the Worlds' Most Ethical Companies ^® by Ethisphere. Human Rights as a topic was included in Ethics Conversations, in both the global and country editions, and a dedicated session was organized during a plenary event to raise awareness on business and the implementation of our human rights commitments internally.

c) Human Rights assessment and due diligence in our value chain

Human rights assessment questionnaire for all countries: Following the publication of the human rights policy, we developed a country human rights assessment questionnaire to look per country at all aspects of our business and assess where there is more exposure to human rights impacts. This country human rights assessment questionnaire is divided into different Sections focusing on the potential human rights risk factor for the country. It has a set of questions directly linked to each human rights commitment of our human rights policy. The aim of this assessment questionnaire is to assess the quality of the actions that are already in place, but also to identify gaps and areas of progress in terms of the promotion and protection of human rights. We aim to deploy dedicated action plans to be regularly monitored. A pilot assessment questionnaire was organized in India where we have 50% of our workforce. We are in the process of deploying this assessment questionnaire to other Capgemini countries of operations following a risk-based approach. The headcount of the country and the type of activities are also taken into account in the selection of the countries to be assessed.

In 2023 with the support of an external expert, we launched a human rights impact assessment for a renovation and refurbishment project at our offices in India. The assessment will allow us to identify specific human rights risks directly linked to this project and implement a corrective action plan with related mitigation actions.

In our supply chain: Capgemini's Supplier Standards of Conduct applies to all contractors/suppliers/service providers and is available on Capgemini's corporate website. It formalizes the standards that will be applied and enforced within its business relationships. It is critical to Capgemini that its suppliers - including their employees - are committed to maintaining the highest ethical standards and adhering to applicable human rights standards. In 2022, in line with the Duty of Care law and Human Rights Policy, we launched a suppliers' risk mapping exercise with the support of an external consultant. In 2023, we identified our purchasing categories with significant human rights risks, and we are now deploying the relevant action plans (for more details, refer to Section 4.4.2.4).

In our clients' interactions: To implement our human rights commitments along our full value chain, we need to identify our human rights risks linked to our clients' practices and in the impact of our services. On a risk based approach, some deals are escalated and submitted to the approval of the Capgemini group Review Board (GRB). Through this process, Group Ethics conducts an ethical review of deals presented to the GRB. In 2022, Group Ethics extended its review to integrate human rights. Each new client escalation to the GRB is now reviewed considering ethics and human rights criteria including the country and sector human rights risk exposure as well potential human rights controversies.

In 2023, with the support of an external consulting firm, we launched a project to design and set up a methodology to assess our clients' practices as well as the impact of our services. We launched this process with the support of the Group Sales Officers and other internal functions linked to the client management process or the evaluation of risks related to clients. The aim of this methodology is to (i) integrate human rights criteria in the onboarding of new clients and for new projects and, (ii) monitor the potential human rights controversies of our clients.

d) Human Rights mitigation actions

To ensure the operational implementation of Capgemini human rights commitments and mitigate potential human rights negative impacts, the Group has put in place dedicated policies, guidelines and processes.

Here is a table summarizing our main internal guidelines and processes for each of our human rights commitments:

Policies and processes in place against our Human Rights Commitments

Equal opportunity and fair treatment	Own Workforce: D&I Policy, Pulse, SpeakUp Supply chain: Suppliers Standards of conduct
Freedom of expression	Own workforce: Our Values, Pulse, SpeakUp Supply chain: Suppliers Standards of conduct
Freedom of association and collective bargaining	Own Workforce: IWC, collective agreements Supply chain: Suppliers Standards of Conduct
Harassment-free work	Own Workforce: Ethics@Capgemini module, SpeakUp Supply chain: Suppliers Standards of Conduct
Safe and healthy workplace	Own Workforce: HR, CRES, Security Supply chain: Suppliers Standards of Conduct Clients' interactions: Safety-related deals checklist
Just and favorable conditions of work and protection against child labor, forced labor and human trafficking (working conditions)	Own Workforce: Collective and enterprise agreements Supply chain: Suppliers Standards of Conduct
Digital Inclusion	Own Workforce: L&D Local communities: CSR program
Right to education	Own Workforce: L&D
Data Privacy	Full value chain: Data privacy program
Protecting human rights through our ethical approach on Artificial Intelligence solutions	Full value chain: Code of ethics for artificial intelligence

More broadly, we are reinforcing our dialog with potentially affected internal and external stakeholders and taking into account International Works Council recommendations.

Group Ethics continuously strengthens its focus on our human rights commitment with regular interactions with our peers and other relevant internal and external stakeholders to share best practices and always improve our actions.

4.3.2.5 Management of concerns raised by stakeholders (organization, mitigation and remediation, reporting 2023)

a) Channels for affected stakeholders to raise concerns: Speaking up - alerts and investigations

Capgemini trusts and expects team members and external stakeholders to report ethical concerns related to the Group's activities 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 organizational justice, maintain confidentiality and protect reporters from any form of retaliation. It is a web and phone-based ethics reporting, incident management and advisory tool, hosted by an independent service provider, managed by our Group Ethics Office, and supported by our global network of General Counsels - Ethics & Compliance Officers and SpeakUp investigators. SpeakUp is voluntary, confidential, and allows anonymity. It is made available by Capgemini to all its stakeholders - our team members across the Group, clients, suppliers, and business partners. SpeakUp empowers people to report alerts and ask for advice and guidance about actions or behaviors that are (1) not aligned with our values, our Code of Business Ethics and related Ethics & Compliance policies, (2) not in compliance with applicable laws, or (3) that may significantly affect vital interests of Capgemini and its affiliates.

Alerts related to violations or risks of violation of human rights and corrective actions are monitored through SpeakUp. We are also in the process of ensuring the alignment of our SpeakUp policy with the UNGPs effectiveness criteria for remediation.

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 culture 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 the alert to the local Ethics & Compliance Officer responsible for the jurisdiction where the incident reported in the alert occurred. An exception to this process would happen in cases where there is an actual, potential, or perceived conflict of interest for the local Ethics & Compliance Officer to investigate the alert, or where the Group Ethics Office believes that the alert is of such a severe nature that 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, and investigation and leadership teams. It helps us perform root-cause analysis and prevent future similar unethical behavior or violation of internal policies or applicable laws by helping us identify areas of improvement in our business processes.

We share SpeakUp statistics with our employees around the world annually and sanitized SpeakUp cases through our communication initiative Ethics Radio on an ongoing basis to enhance trust and reinforce our ethical culture.

b) Alerts remediation

As an outcome of SpeakUp investigations, the substantiated alerts result in appropriate remediation such as counseling/training, disciplinary actions for individuals (based on the severity of the alerts) and a review or update of related processes and improvement action plans.

In 2023, substantiated alerts related to discrimination were on the grounds of age, gender, employment status, nationality, pregnancy, persons with disabilities, racism, sexual orientation, parental status and gender orientation, and alerts related to harassment included unethical behavior such as bullying, humiliation, physical & verbal abuse, and sexual harassment. Following the investigation findings for these alerts, sanctions and remediation plans were implemented, which included separation, careersanctions, warnings (verbal/written), performance improvement plans, adjustments to Group mandatory trainings and country-specific training to address cultural aspects, counseling, 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, and the implementation of new local policies.

c) Reporting 2023

Ethics@Capgemini training completion

	Metrics	2021	2022	2023
Code of Business Ethics e-learning ⁽¹⁾	% of headcount (total headcount at the end of the year) who completed the Ethics@Capgemini e-learning module on the Code of Business Ethics	67%	73%	91%
	% of headcount (total headcount at the end of the year) who completed the e-learning sub-module on human rights			93%

Scope: Capgemini group.

⁽¹⁾ The module on the Code of Business Ethics, comprised a core module "Values and Ethics" and four scenario-based sub-modules featuring short, engaging videos on ethics topics including "Honoring human rights", "Speaking up and non-retaliation", "Conflict of interest", and "Harassment-free work environment". The sub-module on Human Rights was launched in January 2023 and assigned to all employees as part of the annual reassignment of our Code of Business Ethics e-learning "Ethics@Capgemini".

Affected stakeholders' concerns reporting 2023

	Metrics	2021	2022	2023
Alerts reported on SpeakUp ⁽¹⁾	Number of alerts reported on SpeakUp, as per the last day of each year	414	599	1,059
	Number of alerts reported on SpeakUp - by year -, at the end of the current reporting period	398	572	1,059
Closed alerts ⁽²⁾	% of alerts reported on SpeakUp, as per the last day of each year, that are no longer subject to action (closed)	73%	72%	78%
	% of alerts reported on SpeakUp - by year -, that are no longer subject to action at the end of the current reporting period (closed)	100%	100%	78%
Anonymous alerts	% of alerts reported on SpeakUp for which the reporter's identity is unknown, as per the last day of each year	40%	48%	52%
	% of alerts reported on SpeakUp for which the reporter's identity is unknown - by year -, at the end of the current reporting period	39%	47%	52%
Substantiated alerts	% of alerts closed that are established/proven, as per the last day of each year	45%	40%	33%
	% of alerts reported on SpeakUp closed that are established/proven - by year-, at the end of the current reporting period	46%	40%	33%
Discrimination alerts reported on SpeakUp	Number of discrimination alerts, as per the last day of each year	24	42	113
	Number of discrimination alerts - by year -, at the end of the current reporting period	26	46	113
Discrimination alerts closed	% of discrimination alerts that are no longer subject to action (closed), as per the last day of each year	75%	81%	81%
	% of discrimination alerts - by year -, that are no longer subject to action at the end of the current reporting period (closed)	100%	100%	81%
Discrimination alerts substantiated	% of the discrimination alerts closed that are established/or proven, as per the last day of each year	17%	18%	31%
	% of alerts reported on SpeakUp closed that are established/proven - by year -, at the end of the current reporting period	15%	24%	31%
Harassment alerts reported on SpeakUp	Number of harassment alerts (including sexual harassment), as per the last day of each year	46	102	219
	Number of harassment alerts (including sexual harassment) - by year -, at the end of the current reporting period	52	113	219
Harassment alerts closed	% of harassment alerts that are no longer subject to action (closed), as per the last day of each year	80%	87%	81%
	% of harassment alerts - by year -, that are no longer subject to action at the end of the current reporting period (closed)	100%	100%	81%
Harassment alerts substantiated	% of the harassment alerts closed that are established or proven, as per the last day of each year	65%	55%	39%
	% of the harassment alerts closed that are established or proven - by year -, at the end of the current reporting period	60%	50%	39%
Conflicts of interest alerts reported on SpeakUp	Number of alerts related to conflicts of interest, as per the last day of each year	46	63	69
	Number of alerts related to conflicts of interest - by year -, at the end of the current reporting period	44	64	69
Conflicts of interest alerts closed	% of conflicts of interest alerts that are no longer subject to action as per the last day of each year (closed)	76%	81%	81%
	% of conflicts of interest alerts - by year -, that are no longer subject to action at the end of the current reporting period (closed)	100%	100%	81%
Conflicts of interest alerts substantiated	% of conflicts of interest alerts closed that are established/proven, as per the last day of each year	54%	67%	46%
	% of conflicts of interest alerts closed that are established/proven - by year-, at the end of the current reporting period	52%	59%	46%

Scope: Capgemini group.

⁽¹⁾ For alerts that are out of scope of the SpeakUp policy, reporters are guided to use the appropriate mechanism or reach out to the relevant function for review, and alerts are subsequently deleted from SpeakUp. 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. The KPI shows only the in-scope alerts; in addition to the number of alerts reported above, we also investigated candidate recruitment frauds ^* which were primarily reported through control functions (a temporary occurrence reported in India primarily because of restrictions imposed due to Covid-19 when face to face interviews as part of the recruitment process could not be conducted) ^* Frauds which have been detected through control processes in the Company and primarily include two types of cases - (i) background check failures (falsification of document(s) or misrepresentation by a candidate to obtain employment/project at Capgemini, resulting in background check failures, where background checks refer to the verification of the accuracy of a candidate's claims (i.e., previous work experience, education, skills) that have been submitted to Capgemini) and (ii) identity check failures (misrepresentation by a candidate to obtain employment/project at Capgemini; includes impersonation, proxy interview, lip syncing during interviews, or other imitations with the intent to deceive another. It would include verification that the candidate is a true bearer of and can provide a government-issued legal identity document).
⁽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 no further action is required can include cases that were withdrawn or where the underlying circumstances that led to the incident no longer exist.

We recorded an increase in the number of alerts per 1,000 employees in 2023 as compared to 2022, respectively 3.1 and 1.6.

Reasons for this increase could be attributed to:

―	the dedicated e-learning sub-module on Speaking up and Non-Retaliation which is assigned to all employees as part of our annual recertification process;
―	various communication initiatives like Ethics Radio where employees are made aware, using sanitized cases, of the circumstances in which ethical lapses happen, the impact these lapses may have on Capgemini and our workforce and how such investigations are managed;
―	our training and communication efforts build trust in our speaking up culture and encourage our employees to report unethical behavior; this is also observed by the rise in the number of countries from where we have received SpeakUp alerts/questions (38 countries in 2023 as compared to 31 in 2022).

In 2023, the countries of origin of the alerts were: Australia, Austria, Belgium, Brazil, Canada, China, Columbia, Denmark, Egypt, Finland, France, Germany, Guatemala, Hong Kong, India, Ireland, Italy, Japan, Malaysia, Mexico, Morocco, the Netherlands, Norway, the Philippines, Poland, Portugal, Romania, the Kingdom of Saudi Arabia, Singapore, Slovakia, Spain, Sweden, Switzerland, Tunisia, Ukraine, United Arab Emirates, the United Kingdom, the United States, and Vietnam.

In addition to the alerts, we received 478 inquiries seeking guidance from employees: all these questions were promptly addressed by our local Ethics & Compliance Officers.

Additional Human Rights Indicators

We monitor the implementation of our human rights requirements through defined indicators:

Metrics	2022	2023
Number of prospective clients subject to human rights reviews	24	51
Number of AI solutions whose impacts on human rights have been assessed	6	5
% of operations that have been subject to human rights reviews or impact assessments		50%
Purchasing categories subject to significant human rights risk (child labor, forced labor, working conditions)		5

Scope: Capgemini group.

4.3.3 Local communities

[GRI 203-1]; [GRI 203-2]; [GRI 413-1]; [GRI 413-2]

4.3.3.1 Digital inclusion support in our communities (policy and main achievements in 2023)

ESG policy priority E: Support digital inclusion in our communities.

Capgemini's ambition is to take part in making the digital revolution an opportunity by bridging the gap between technology and society. The long-lasting connection between people