Atos - Registration Document 2016

G Corporate governance and capital G.5 Resolutions

Resolutions G.5

Resolutions submitted to the Annual General Meeting

G.5.1

followed by a convening notice to the Annual General Meeting Resolutions submitted to the shareholders’ vote will be published in the “Bulletin des Annonces Légales Obligatoires” (official legal gazette for listed companies) in a notice of meeting which will be

which will be held on May 24, 2017. These notices will be posted on the Atos Group website (“Investors” section) as required by

applicable laws and regulations.

Elements of the compensation due or awarded at the end of the closed G.5.2 financial year to the Executive Director, submitted to the shareholders’ vote

November 2016, code to which Atos SE is referring in accordance with article L. 225-37 of the French Commercial Code (Code de Commerce), the elements of the compensation According to the article 26 of the revised AFEP-MEDEF code of

due or awarded to the Executive Director related to 2016 must be submitted to the shareholders’ vote at the Annual General Meeting.

ELEMENTS OF THE COMPENSATIONDUE ORAWARDEDAT THE ENDOF THE CLOSED FINANCIAL YEAR 2016 TOTHIERRY BRETON, ATOS SE CHAIRMANAND CEO, SUBMITTED TOTHE SHAREHOLDERS’ VOTE

Compensation Components Fixed compensation

Amounts

Comments

€ 1,350,000 The total remuneration in cash, as from January 1, 2012, has been set by the Board of Directors on December 22, 2011, upon recommendation of the Nomination and Remuneration Committee. adoption of Atos’ strategic orientations to 2016. This decision has been confirmed following the General Meeting of Shareholders held on May 30, 2012, on the renewal of Thierry Breton’s mandate, as well as during the meeting held on November 18, 2013, following the It is composed of a fixed part set at € 1.35 million, and of a variable part described below. 100% of the fixed compensation i.e. € 1.35 million. The variable part is subject to performance conditions and can vary between 0% and 130% of the fixed compensation, according to the level of achievement of criteria exclusively quantitative, with a target bonus at The variable compensation of the Chairman and CEO is conditional, based on clear and demanding operating performance criteria exclusively related to quantitative and financial objectives. The objectives are fully aligned with the Group Ambitions, as they are regularly presented to the shareholders. In 2016, the nature and weighting of each indicator of the variable on-target bonus of the Chairman and CEO are the following: Group Operating Margin (40%); • Group Free Cash Flow before acquisition/disposal and variation of equity and dividends (30%); • Group Organic Revenue Growth (30%). • In order to monitor Company performance more closely and establish a proactive way to support its strategic plan, the performance objectives for the Chairman and CEO are set and reviewed on a half-year basis by Atos Board of Directors upon recommendation of the Nomination and Remuneration Committee. Thus, the objectives for the first-half of the year are set on the basis of the Company’s budget approved by the Board of Directors in December and the objectives for the second-half of the year on the basis of the “Full Year Forecast 2” approved in July by the Board of Directors. on-target bonus), and at € 799,403 (118.4% of the semester on-target bonus) for the second semester of by the Board during the meetings held on July 26, 2016 and February 21, 2017: for the first semester of 2016, the variable bonus of Thierry Breton, Chairman and CEO, stood at € 857,588 (127.1% of the semester Achievement of the performance criteria and the resulting variable compensation amount have been validated 2016. First-half of 2016 Second-half of 2016 Indicators Weight Payout * Weight Payout * Group operating margin 40% >100% 40% >100% Group free cash flow 1 30% >100% 30% >100% Group revenue organic growth 30% >100% 30% >100% Payout in % of the semester on-target bonus 127.1% 118.4% € 1,656,991 2016 year respect to the due with i.e. 122.7% of the annual target variable compensation

Variable compensation

G

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

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