Atos - Registration Document 2016

G Corporate governance and capital

G.4

Executive compensation and stock ownership

Summary of the Compensation and Stock-Options and Performance Shares G.4.2.3 granted to the Chairman and CEO – AMF Table 1

Thierry Breton – Chairman and CEO

2015 (in euros)

2016 (in euros)

Due remuneration for the relevant year Value of options granted during the year

3,013,729

2,799,533

-

-

Value of Performance Shares granted during the year

2,456,445

2,142,282

TOTAL

5,470,174

4,941,815

General Meeting held on May 27, 2014 (22 nd resolution), and on to the authorization granted by the Atos shareholders’ Combined July 26, 2016, according to the authorization granted by the Directors to the Chairman and CEO, on July 28, 2015 according As a reminder, performance shares granted by the Board of

2016 (20 th resolution), after modulation according to the Atos shareholders’ Combined General Meeting held on May 26, effective performance of the Group in 2016, have been valued retained for the consolidated financial statements. based on fair value as determined pursuant to IFRS 2 standard

subsidiaries – AMF Table 2 Summary of the Chairman and CEO’s compensation, paid by the Company and its G.4.2.4

2015

2016

Due

Paid

Due

Paid

(in euros)

Fixed remuneration Variable remuneration Exceptional remuneration Atos SE director’s fees

1,350,000 1,656,991

1,350,000 1,602,991

1,350,000 1,442,813

1,350,000 1,371,263

- -

- -

- -

- -

Fringe benefits

6,738

6,738

6,720

6,720

TOTAL

3,013,729

2,959,729

2,799,533

2,727,983

103.3% for the first semester and 110.4% for the second payout rate in percentage of the target variable compensation at the Chairman and CEO corresponds to 106.9% of his target semester. For 2015, the annual variable compensation due to In 2015, the financial objectives achievement has triggered a

respectively. For 2016, the annual variable compensation due to annual variable compensation. the Chairman and CEO corresponds to 122.7% of his target In 2016, the financial objectives achievement has triggered a for the first and the second semester at 127.1% and 118.4% payout rate in percentage of the target variable compensation

annual variable compensation.

2015

2016

G

First-half

Second-half

First-half

Second-half

Indicators

Weight

Payout*

Payout*

Payout*

Payout*

Group operating margin Group free cash flow 1

40% >100% >100% >100% >100% 30% >100% >100% >100% >100% 30% >100% >100% <100% 100.0%

Group revenue organic growth

Payout in % of the semester on-target bonus

127.1% 118.4% 103.3% 110.4%

on the basis of the elasticity curve capped at 130%. * before acquisition/disposal and variation of equity and dividends. 1

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