Atos - Registration Document 2016

G Corporate governance and capital

G.4

Executive compensation and stock ownership

Performance shares granted during the year to the Chairman and CEO – G.4.3.5 AMF Table 6

resolution), the Board of Directors, during its meeting held on July 26, 2016, upon recommendation of the Nomination and year. Pursuant to the authorization granted by the Atos Shareholders’ General Meeting held on May 26, 2016 (twentieth The below table shows the performance shares granted to the Chairman and CEO, and in particular those granted during the

Remuneration Committee, decided the free grant of performance shares. Atos Chairman and CEO is one of the beneficiaries of this grant. Performance conditions related to the various plans stated hereafter are summarized in the “Past grants of performance shares” section.

(in €) ** Share valuation

Plan date

Number of shares

Acquisition date

Availability date*

2011 December 22,

2013 December 22, March 17, 2014 July 24, 2015 July 28, 2016 January 2, 2018 July 26, 2019

December 22, 2015 March 17, 2016 July 24, 2017 July 28, 2018 January 2, 2020 July 26, 2019

32,500 32,500 45,000 46,000 55,000 54,700 1

926,957 913,680 2,250,773 1,543,058 2,142,282 2,456,445

December 22, 2011

July 24, 2013 July 28, 2014 July 28, 2015 July 26, 2016

Chairman and CEO

The Chairman and CEO is subject to a conservation obligation for the duration of his mandate of: * 25% of the performance shares vested in respect of the plan dated December 22, 2011; • 15% of the performance shares vested in respect of the plans dated July 24, 2013 and July 28, 2014; • 15% of the performance shares which might be vested in respect of the plans dated July 28, 2015 and July 26, 2016. • performance criteria and the probability of presence in the Company after the vesting period, but before spreading the load under IFRS 2 throughout the vesting period. As from 2014, a probability of realization of the performance criteria has been included. Valuation of the shares at their grant date, pursuant to the application of the IFRS 2, after taking account of any discount related to ** Actual grant according to the modulation rules established by the Board of Directors for the Executive Director and the members of the 1 Atos Group general management (refer to G.4.3.1 for further details)

Performance shares that have become available during the year for the Chairman G.4.3.6 and CEO – AMF Table 7 availability terms are described above, in the paragraph related to the past grants of performance shares. During 2016, the second half of the performance shares granted on December 22, 2011 (Tranche 2) became available for possible sale to the beneficiaries according to the France plan rules. The Atos Chairman and CEO is a beneficiary of this plan. Acquisition and

Number of shares available during the financial year

Plan Date

Vesting Date

Availability Date

Chairman and CEO

December 22, 2011 Tranche 2

32,500

March 17, 2014

March 17, 2016

G

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