Atos - Registration Document 2016

G Corporate governance and capital G.4

Executive compensation and stock ownership

recommendations Compliance of total executive compensationwith AFEP-MEDEF G.4.2.6

recommendations of the AFEP-MEDEF corporate governance The Company committed in 2008 to implement the conditions of compensation of executive directors, and to code for listed companies, relating, in particular, to the regularly report thereon. The Board of Directors of Atos SE met implementation by the Company of these governance principles. on December 19, 2016 to perform the annual review of the comparing the Company’s 2015 Registration Document with the The Board assessed the implementation of these provisions by the AFEP-MEDEF code of corporate governance for listed statistics set out in the yearly report on the implementation of

d’Entreprise (High Committee for Corporate Governance) in companies issued by the Haut Comité de Gouvernement October 2016. Following this meeting, also attended by some employee representatives of the Company’s council, the Board of practices, including on the Chairman and Chief Executive Directors of Atos SE considered that the Company’s governance of the AFEP-MEDEF Code. Officer’s compensation, are compliant with the recommendations assessment, as reviewed and updated by the Board, is made The complete and detailed document which supported this Board available on Atos’ website.

[G4-51] Performance share plans and stock subscription or purchase option plans

G.4.3

long-term performance and results of the Group, notably Atos is strongly committed to associating its employees with the are mostly top managers of the Group, including the Chairman through long-term incentive plans. Beneficiaries of such plans and CEO. Committee, decided to implement performance share plans of Directors, upon proposal of the Nomination and Remuneration In the context of the 2014-2016 strategic plan, the Atos Board

based on performance criteria reflecting key success factors for associating the first managerial lines and experts of Atos. the achievement of the Group’s ambitions with the aim of paragraphs. subscription or purchase options are detailed in the following as well as the previous grants of performance shares and stock The rules and the features of the 2016 performance share plan

which the Chairman and CEO is one of the beneficiaries Terms and conditions of the Performance Share Plan decided on July 26, 2016 of G.4.3.1

months, by the Combined General Meeting of May 26, May 2016 In connection with the authorization granted for thirty-eight meeting held on July 26, 2016, and upon the recommendation of (twentieth resolution), the Board of Directors decided, during its the allocation of 947,885 ordinary performance shares of the the Nomination and Remuneration Committee, to proceed with Company, to be issued in favor of the first managerial lines of Atos, including the Chairman and Chief Executive Officer.

the company. condition linked to the social and environmental performance of the July 28, 2015 plan, the plan also provides for an external identical to those of the previous plan of July 28, 2015. As for criteria linked to profitability, free cash flow and revenue growth, 2016, 2017 and 2018 of the new plan relate to internal financial Performance conditions to be achieved over the three years

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