Atos - Registration Document 2016

G Corporate governance and capital

G.4

Executive compensation and stock ownership

The features of the performance share allocation plan are as follows: beneficiary, the allocation of performance shares is in the plan such as death, disability or retirement of the officer status by the beneficiary during the vesting period. conditioned on the preservation of employee or corporate Presence condition : subject to certain exceptions provided A. shares is also subject to the achievement of the following Performance condition : the allocation of performance B. internal and external performance conditions, appraised for each of the three years 2016, 2017, and 2018. Internal performance conditions For each of the three years 2016, 2017, and 2018: following amounts: acquisition/sales results is at least equal to one of the the Group free cash flow before dividend and • the Company’s budget of the year in question; or dividends and acquisition/sales results, as mentioned in 85% of the amount of the Group free cash flow, before (i) the amount of the Group free cash flow before dividends (ii) 10% increase; and acquisition/sales results for the previous year with a the Group operating margin is at least equal to one of the • following amounts: question, or mentioned in the Company’s budget of the year in 85% of the amount of the Group’s operating margin as (i) previous year with a 10% increase; the amount of the Group operating margin for the (ii) the Revenue growth of the year in question is at least equal • to one of the two following amounts: Directors, or budget minus a percentage decided by the Board of Revenue growth rate as mentioned in the Company’s (i) targets. Yearly growth rate per reference to the Group growth (ii) performance criteria must be met. If one criterion is not met for It being specified that for each year, at least 2 of 3 internal following year. the year in question, this criterion becomes compulsory for the External performance condition achieve the rating of GRI G4 “Comprehensive” or be a member of the Dow Jones Sustainability Index (Europe or World). For the years 2016, 2017, and 2018, Atos Group must at least The condition is achieved as soon as this criterion is validated for the three years during the vesting period. Acquisition and conservation periods : The allocation of C. performance shares decided by the Board of Directors of Atos SE dated July 26, 2016 provides for all Beneficiaries of performance shares who are employees of companies of the Atos Group to definitively acquire the performance shares

not met, the performance shares granted will be rendered null and void. available for sale by their beneficiaries. If the performance conditions are not reached and/or the presence condition is condition. The shares thus acquired will not be subject to a conservation obligation and will be then immediately allocated to them on July 26, 2019, subject to achieving the performance conditions and the aforementioned presence Specific supplementary provisions applicable to the D. Chairman and Chief Executive Officer : The Board of Directors allocated a theoretical maximum number of 56,500 performance shares to the Chairman and Chief Executive Officer (theoretical maximum allocation - pls. see below). decision of May 30, 2012 as confirmed by the General Meeting of December the 27, 2013 and the Board of to the Chairman and Chief Executive Officer, as well as his compensation over 3 years as set by the Board of Director’s This number takes into consideration the recommendations of the AFEP-MEDEF Corporate Governance Code with respect Directors of May 28, 2015. As to its analysis, the Board of Directors, upon the recommendation of the Nomination and Remuneration Committee, considered the following elements: Executive Officer represents around 6.0% of the total number of allocated shares; the theoretical maximum allocation to the Chairman and Chief • Chairman and Chief Executive Officer according to the the principle and the supplemental requirement to modulate • the definitive allocation of performance shares for the effective performance of the Group in 2016 (1) and, with respect to the cap providing the portion of compensation in shares awarded to the Chief Executive Officer shall not exceed 45% of his global annual compensation (even in the most from 41,800 shares minimum up to 56,500 shares maximum in case of, respectively, low or over performance of Atos plan being achieved, the definitive allocation of performance shares for the Chairman and Chief Executive Officer may vary subject to the presence and performance conditions of the • 130% of his variable compensation in 2016; Group in 2016 corresponding to an achievement of 70% or 15% of performance shares allocated to him will also apply to the Chairman and Chief Executive Officer; the conservation obligation, for the duration of his duties, of • whole duration of the mandate of the Chief Executive Officer. the prohibition to conclude any financial hedging instruments • over the shares being the subject of the award during the Chairman and Chief Executive Officer was adjusted and validated The final number of performance shares granted to the by the Board of Directors on February 21, 2017, pursuant to the established rules. Thus, the actual grant corresponds to a variable compensation. number of 54,700 performance shares on the basis of a 2016 variable compensation equals to 122.7% of the on-target favorable circumstances);

G

Modulation applicable to the members of the Atos Group general management (1)

Atos | Registration Document 2016

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