Atos - Registration Document 2016

G Corporate governance and capital G.2 Legal Information

Provisions of the Articles of Association

G.2.3

(articles 13, 14 and 15 of the Articles of Association) Members of the Board of Directors The Company is managed by a Board of Directors composed of a Shareholders. The Board of Directors will be renewed annually that are appointed by the Ordinary General Meeting of minimum of three members and a maximum of twelve members Directors over the age of 70 must not be greater than one third Directors is three years. The number of members of the Board of the members of the Board of Directors. The term of office of the by rotation in such a way as to allow a rotation of one third of employee shareholders). (this rule however does not apply to the Director representing least 500 Company shares during the term of his or her office of the total serving members. Each Director is required to own at Chairman (article 21 of the Articles of Association) The Board of Directors elects a Chairman from among its members. The Chairman represents the Board of Directors. He particular, that the Directors are able to carry out their functioning of the Company’s bodies and makes sure, in at General Meetings of Shareholders. He oversees the proper organizes and directs the Board’s activities, on which he reports assignments. to the General Meetings of shareholders or the Board of and the Internal Rules of the Board of Directors expressly assign Company’s purpose and what the law, the Articles of Association the Company. He exercises these powers within the limits of the its relationship with third parties. Directors. The Chief Executive Officer represents the Company in the broadest powers to act in all circumstances in the name of title of Chief Executive Officer. The Chief Executive Officer has an individual appointed by the Board of Directors who has the Pursuant to the choice made by the Board of Directors, the general management is handled either by the Chairman, or by Notices to attend Boardmeetings and decisions of the Association) Board of Directors (article 18 of the Articles of interest demands and at least every three months. Notice of The Board of Directors convenes as often as the Company’s meeting in order to handle the specific matters included on the of the Directors are empowered to ask the Chairman to call a meeting has been called for over two months, at least one third Board meetings is sent to Directors by the Chairman. If no Board the Chairman to call a Board meeting in order to discuss specific agenda. The Chief Executive Officer is also empowered to ask matters included on the agenda. Decisions are taken by majority the voting, the Chairman has a casting vote. of the members present or represented. In the event of a tie in (article 23 of the Articles of Association) Chief Executive Officer

(article 17 of the Articles of Association) Powers of the Board of Directors

the exception of powers expressly assigned to General Meetings Company’s business and monitors their implementation. With The Board of Directors determines the orientations of the of Shareholders and within the limits of the Company’s purpose, Company and settles matters through its deliberations. The it handles all matters involving the proper functioning of the Board of Directors. indicating the decisions which require a prior authorization of the Officer’s powers, where required, in its internal rules, by Board of Directors sets the limitation of the Chief Executive responsible partner, manager, Director, member of the one of the Directors of the Company is an owner, indefinitely Executive Officer, one of the Deputy Chief Executive Officers or between the Company and another company, if the Chief the prior authorization of the Board of Directors. Agreements article L. 233-3 of the French Commercial Code, must receive shareholder, the Company that controls it in the meaning of operations that are concluded under normal conditions nor to approval does not apply to agreements covering standard company, are also subject to prior authorization. Such prior Supervisory Board or, in general, a senior manager of this to meet the requirements of article 1832 of the Civil Code or deducting, if applicable, the minimum number of shares required directly or indirectly, the entire share capital of the other, after those entered into by two companies where one of them holds, voting rights greater than 10% or, if it is a Company Directors or one of its shareholders holding a fraction of the Officer, one of its Deputy Chief Executive Officers, any of its intermediary) between the Company and its Chief Executive Any agreement entered into (directly, indirectly or through an articles L. 225-1 and L. 226-1 of the Commercial Code. (article 25 of the Articles of Association) Related-party agreements

Directors’ compensation (article 20 of the Articles of Association)

G

Board of Directors. The Board of Directors may in particular determined by the General Meeting, is freely allocated by the fees, a compensation, the aggregate amount of which, as The members of the Board of Directors may receive as Directors’ Committees. allocate a greater share to the Directors who are members of the

Atos | Registration Document 2016

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