Atos - Registration Document 2016

G Corporate governance and capital G.4

Executive compensation and stock ownership

Fringe benefits of the Executive Director – AMF Table 11 G.4.2.5

Thierry Breton, the Chairman and CEO, does not have an employment contract and will not receive a severance payment at the end of his mandate nor any compensation for non-compete clause in the event of termination of his mandate.

Payments or Benefits effectively termination or change of position or potentially due in the event of

contract Employment Supplementary Pension plan

payment Non-Compete Clause

Chairman and Chief Executive Officer

YES/NO

YES/NO

YES/NO

YES/NO

November 16, 2008 - February 10, 2009 Chief Chairman of the Management Directory Thierry Breton February 10, 2009 to date Executive Officer

NO

YES

NO

NO

Supplementary Pension Plan : The Chairman and CEO members of the Group’s Executive Committee ending their benefits from the supplementary pension plan reserved for article L. 137-11 of the French Social Security Code. The career at Atos SE or Atos International SAS governed by directors. beneficiary group is thus wider than the inner circle of executive Committee members for the benefit of the present Chairman and The implementation of the Pension Plan of the Executive 2009, was approved by the General Meeting of Shareholders on CEO was authorized by the Board of Directors on March 26, Board of Directors on December 17, 2009. May 26, 2009 under the 4 th resolution, and confirmed by the Atos SE and Atos International SAS examined, end of 2014 and conditions for the acquisition of pension rights by providing for beginning of 2015, the opportunity of strengthening the of performance criteria. an acquisition of these rights conditioned upon the achievement of the Nomination and Remuneration Committee, the Board of In this context, on the basis of the report and recommendations Directors of the Company authorized on March 26, 2015 the with defined benefits to the benefit of the members of the revision of the existing collective supplementary pension scheme International SAS, because it also applies to the Chairman and Executive Committee ending their career within Atos SE or Atos the General Meeting of Shareholders on May 28, 2015 under the Chief Executive Officer. These modifications were approved by Within the framework of the renewal of the mandate as Chairman French Commercial Code, the Board of Directors, on and Chief Executive Officer, pursuant to article L. 225-42-1 of the November 24, 2016, acknowledged the compliance of the granted, performance conditions) and authorized the continuance commitment with the Macron law provisions (cap on the rights benefits to the benefit of the Chairman and Chief Executive of the collective supplementary pension scheme with defined General Meeting of Shareholders on December 30, 2016 under Officer. The continuance of this commitment was approved by the Performance conditions for pension rights acquisition in respect of the supplementary pension scheme supplementary pension scheme is now subject to performance According to new plan rules, the acquisition of rights under the in particular refer to the performance conditions contained in conditions set annually by Atos SE Board of Directors which may which it will consider more relevant. stock option plans or free shares plans or to any other condition 10 th resolution. the 2 nd resolution with 89.68% of the vote.

year. completion, of the performance conditions during the preceding Each year, the Board of Directors will meet in order to verify the Entire calendar quarters for periods after January 1, 2015 are only taken into account to assess the amount of the pension performance conditions set by the Board of Directors will have supplement if they relate to a year during which the be taken into account to determine the pension supplement. been achieved. Failing that, the corresponding quarters will not performance conditions and, likewise, will only be taken into The periods prior to January 1, 2015 are also subject to for each year, the performance conditions then set by the Board account to determine the amount of the pension supplement if the vesting of free performance shares plans, were met. entire calendar quarters related to this year will be taken into Thus failing any performance conditions assessed for 2008, no supplement. account in the assessment of the amount of the pension Thierry Breton’s membership in the Executive Committee while performance conditions here above mentioned, during Mr. performing his various terms of office. The Board of Directors that at least two-thirds of the years are validated under the Moreover, for the award of the additional pension it is expected person to verify whether this two-thirds requirement is satisfied. will meet at the end of the term of office of the concerned pension supplement. Failing that, he will not be provided with If that is the case, Mr. Thierry Breton will hence benefit to a of Directors, either for the vesting of stock-options plans or for dated July 28, 2014. The Board of Directors verified the completion conditions than those retained for the performance share plan For the year 2015, the Board of Directors decided on March 26, supplementary pension scheme to the same performance 2015 to condition the acquisition of rights under the of these performance conditions on February 23, 2016. February 23, 2016 to condition the acquisition of rights under For the year 2016, the Board of Directors decided on conditions than those retained for the performance share plan the supplementary pension scheme to the same performance Directors verified the completion of these performance dated July 28, 2015. On February 21, 2017, the Board of under the supplementary pension scheme for the year 2017 to conditions and decided to condition the acquisition of rights the same performance conditions than those retained for the G.4.3.1). performance share plan dated July 26, 2016 (as detailed in any additional pension.

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