Atos - Registration Document 2016

G Corporate governance and capital G.5 Resolutions

environmental responsibility of the Company have been established in the performance share plans granted as from 2013. supports Atos’ commitment to corporate responsibility. In this context, performance criteria related to the social and

The Board of Directors, during its meeting on November 24, 2016, implemented the principle of competiveness by basing its decision of setting the compensation applicable throughout the plan 2017-2019, on comparisons with nation-wide, European, international and sectoral references; this benchmarking outlined the consistency between the Company’s performance and the resulting financial recognition for the Chairman and CEO.

23% Compensation without performance condition

50% Potential

23% Fixed compensation

Multiannual equity based compensation

Annual compensation in cash

equity based compensation

27% On Target bonus

77% Compensation subject to Performance conditions

Therefore, this compensation results from a balance between the performance of the Chairman and CEO, Atos SE social interest and market practices.

G

Compensation of the Chairman and Chief Executive Officer

2.

A. Components of the compensation

following the amendments adopted by the Board of Directors, held on November 24, 2016 and voted during the Annual General meeting of Shareholders on December 30, 2016: remained unchanged since January 1, 2012, now include, Thierry Breton’s components of compensation, which had a total compensation in cash , as of January 1, 2017, which • is maintained for the 2017- 2019 strategic plan consisting in: fixed annual compensation of € 1.4 million, • variable compensation, subject to performance conditions, • annual target being equal to € 1.65 million, with a compensation in case of over-performance and no minimum payment guaranteed. maximum payment capped at 130% of the target variable

In order to monitor Company’s performance more closely, the performance objectives for the Chairman and Chief Executive Officer are set and reviewed on a half-year basis. It is also important to specify that the variable compensation of the Chairman and Chief Executive Officer is a conditional compensation, based on clear and demanding operating performance criteria exclusively related to quantitative and financial objectives (such as profitability, free cash flow and revenue growth). These objectives are closely aligned with the Group ambitions, as they are regularly presented to the shareholders. Thus, H1 targets are set on the basis of the budget as approved by the Board of Directors in December, and those of H2 on the basis of the “Full Year Forecast 2”, approved in July;

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