Shareholders’ Meeting of May 16, 2024

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Shareholders’ Meeting of May 16, 2024

Paris, May 16, 2024 – The Shareholders’ Meeting of Capgemini SE, held today at the Pavillon Gabriel in Paris, adopted all the resolutions proposed by the Board of Directors.

The Shareholders’ Meeting approved the renewal of Mr. Aiman Ezzat's term of office as a Director for a further four years. The Board of Directors, which met at the close of the Shareholders’ Meeting, unanimously confirmed his appointment as Chief Executive Officer, thereby reaffirming its full support for him as he continues to implement the Group's strategy.

The Shareholders’ Meeting also approved the renewal of two other Directors for a further four-year term of office:

• Ms. Siân Herbert-Jones, Independent Director, brings to the Board the benefit of her solid financial and auditing skills and her experience of transactions in an international context, notably in the services sector;
• Ms. Belen Moscoso del Prado Lopez-Doriga, Independent Director, has acquired solid experience in innovation and transformation applied to Digital and Data strategy for global groups.

In addition, the Shareholders’ Meeting approved the appointment of Mr. Christophe Merveilleux du Vignaux, a candidate for the position of Director representing employee shareholders, to replace Ms. Lucia Sinapi-Thomas, whose term of office was due to expire. The terms of office of Pierre Goulaieff and Hervé Jeannin as Directors were renewed under the statutory employee representation system.

At the end of this Shareholders' Meeting, the Board of Directors of Capgemini SE has 15 Directors¹, including two Directors representing employees and one Director representing employee shareholders. Of its members, 83% are independent directors², 40% are international directors, and 42% are women².

Moreover, the Shareholders’ Meeting approved, by a vast majority, 2023 compensation components and benefits paid or granted to Paul Hermelin, Chairman of the Board, as well as to Aiman Ezzat, Chief Executive Officer. The report on the compensation of corporate officers and the various 2024 compensation policies for executive corporate officers and Directors was also approved.

Shareholders approved the proposed distribution of a dividend of 3.40 euros per share in respect to the 2023 financial year, to be paid from May 31, 2024, with an ex-dividend date of May 29, 2024.

Finally, the Shareholders’ Meeting approved the appointment of a Statutory Auditor to certify sustainability information, as well as all the financial delegations granted to the Board of Directors. A detailed breakdown of voting results as well as full webcast of the Shareholders’ Meeting can be found on the Capgemini website: https://investors.capgemini.com/en/event/2024-shareholders-meeting/.

DISCLAIMER
This press release may contain forward-looking statements. Such statements may include projections, estimates, assumptions, statements regarding plans, objectives, intentions and/or expectations with respect to future financial results, events, operations and services and product development, as well as statements, regarding future performance or events. Forward-looking statements are generally identified by the words “expects”, “anticipates”, “believes”, “intends”, “estimates”, “plans”, “projects”, “may”, “would”, “should” or the negatives of these terms and similar expressions. Although Capgemini’s management currently believes that the expectations reflected in such forward-looking statements are reasonable, investors are cautioned that forward-looking statements are subject to various risks and uncertainties (including without limitation risks identified in Capgemini’s Universal Registration Document available on Capgemini’s website), because they relate to future events and depend on future circumstances that may or may not occur and may be different from those anticipated, many of which are difficult to predict and generally beyond the control of Capgemini. Actual results and developments may differ materially from those expressed in, implied by or projected by forward-looking statements. Forward-looking statements are not intended to and do not give any assurances or comfort as to future events or results. Other than as required by applicable law, Capgemini does not undertake any obligation to update or revise any forward-looking statement.
This press release does not contain or constitute an offer of securities for sale or an invitation or inducement to invest in securities in France, the United States or any other jurisdiction.

ABOUT CAPGEMINI
Capgemini is a global business and technology transformation partner, helping organizations to accelerate their dual transition to a digital and sustainable world, while creating tangible impact for enterprises and society. It is a responsible and diverse group of 340,000 team members in more than 50 countries. With its strong over 55-year heritage, Capgemini is trusted by its clients to unlock the value of technology to address the entire breadth of their business needs. It delivers end-to-end services and solutions leveraging strengths from strategy and design to engineering, all fueled by its market leading capabilities in AI, cloud and data, combined with its deep industry expertise and partner ecosystem. The Group reported 2023 global revenues of €22.5 billion.

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APPENDIX 1

Composition of the Capgemini SE Board of Directors and of its committees following the Shareholders’ Meeting of May 16, 2024

Composition of the Board of Directors:

Paul Hermelin – Chairman

Frédéric Oudéa – Lead Independent Director and Vice-Chairman

Megan Clarken

Aiman Ezzat – CEO

Ulrica Fearn

Maria Ferraro

Pierre Goulaieff – Director representing employees

Siân Herbert-Jones

Hervé Jeannin – Director representing employees

Christophe Merveilleux du Vignaux – Director representing employee shareholders

Belen Moscoso del Prado Lopez-Doriga

Xavier Musca

Patrick Pouyanné

Olivier Roussat

Kurt Sievers

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¹ Composition of the Capgemini SE Board of Directors in the appendix.
² 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 currently in force.

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