Atos - Registration Document 2016

G Corporate governance and capital

G.4

Executive compensation and stock ownership

IN THE CONTEXTOF THE THREE-YEAR PLAN: “2019 AMBITION”

23% Compensation without performance condition

50% Potential

23% Fixed compensation

Multiannual equity based compensation

Annual compensation in cash

equity based compensation

27% On Target bonus

77% Compensation subject to Performance conditions

The Board of Directors, during its meeting on November 24, 2016, implemented the principle of competiveness by basing its decision of setting the compensation applicable throughout the plan 2017-2019, on comparisons with nation-wide, European, international and recognition for the Chairman and CEO. sectoral references; this benchmarking outlined the consistency between the Company’s performance and the resulting financial

Officer Elements of the compensation of Thierry Breton – Chairman and Chief Executive G.4.2.2

and which is composed of: has been maintained for the three-year plan “2016 Ambition”, a total compensation in cash , from January 1, 2012, which • fixed Annual Compensation of € 1.35 million; • annual target being equal to € 1.35 million, with a variable compensation, subject to performance conditions, • compensation in case of over-performance and no minimum maximum payment capped at 130% of the target variable payment. establish a proactive way to support its strategic plan, the In order to monitor Company’s performance more closely and reviewed on a half-year basis. As a consequence, the variable performance objectives for the Chairman and CEO are set and March, for the payment of the second semester of the previous compensation is paid every 6 months (usually in February or first semester’s bonus). year’s bonus, and in August for the payment of the current year year and the following first semester. reflects amounts paid for the second semester of the previous second semesters of the relevant year; and paid remuneration Thus, due remuneration reflects amounts due for the first and

For the 2016 year

G

Committee. This decision has been confirmed following the recommendation of the Nomination and Remuneration renewal of Thierry Breton’s mandate, as well as during the General Meeting of Shareholders held on May 30, 2012, on the The elements of the compensation of Thierry Breton, Atos SE during a meeting held on December 22, 2011, upon Chairman and CEO, were decided by the Board of Directors Meeting held on November 18, 2013, following the adoption of Atos’ strategic orientations to 2016. 2013, a specific resolution on the main strategic guidelines of shareholders, during the General Meeting held on December 27, Moreover, for the first time, Atos submitted to the vote of the for the period 2014-2016, which are consubstantial with the elements composing the compensation of the Chairman and CEO Directors. strategic plan, and as they have been approved by the Board of 99.63% of the vote. This resolution also included all the various the Group for the period 2014-2016, which was adopted with

These elements include:

Atos | Registration Document 2016

271