Atos - Registration Document 2016

G Corporate governance and capital Common stock evolution and performance

G.7

Shareholders’ agreements G.7.7.5

Trust e.V. and BSAV-Trust e.V. (or to any investment fund or investment vehicle in which - directly or indirectly - either or from July 1, 2016, to transfer its shareholding in the Company to two Siemens employees pension funds named Siemens Pension both of these pension trusts invest their assets provided that these pension trusts are the only investors), provided that such strengthening of the alliance between both Companies. Under this agreement, Siemens nevertheless retain the possibility, as and Siemens Beteiligungen Inland GmbH, in the context of the pursuant to an amendment to the lock-up agreement entered into on October 30, 2015 between Siemens AG, the Company to 12,483,153 shares, until June 30, 2016. This lock-up shareholder commitment was extended to September 30, 2020, pension trust agree to abide by the terms and conditions of the lock-up agreement, and that when exercising the right to Directors, it shall always suggest an active member of the management board of Siemens. suggest a representative to be elected to the Atos Board of In addition, on December 27, 2013, and January 8, 2014, the Group notified the Autorité des Marchés Financiers of the Siemens of Siemens’ former subsidiary SIS, the Siemens group committed to keep its shareholding in the Company, amounting On the occasion of the acquisition by the Company from signature on December 18, 2013 of a “Run-Off and Settlement

SE shares received in payment as from the third anniversary of the date of such payment. shares received in payment between the second and the third anniversary of the date of such payment; and (iii) 35% of Atos anniversary of the date of such payment; (ii) 35% of Atos SE possibility to transfer the shares (1) as follows: (i) 30% of Atos SE shares received in payment between the first and the second the pension fund undertook to keep the shares for a three years period starting from the given payment in shares, subject to the As announced on January 8, 2014, Atos implemented a second tranche of its share buy-back program to pay in Atos SE shares Meeting of December 27, 2013. for a maximum amount of € 115 million to the Atos Dutch employee pension fund as authorized by the Ordinary General pension scheme for these employees. Under the agreement, a partial payment of the amount owed by Atos Nederland BV to the pension fund could take place either in cash or in Atos SE of Atos Nederland BV by setting up a new defined benefit Pensionfonds Atos which aimed at ending a dispute between the parties over the refinancing of the Dutch employee pension fund shares, and be made either directly by Atos Nederland BV or by Atos SE on its account. In case of payment in Atos SE shares, Agreement” between Atos SE, Atos Nederland BV and Stichting

Following payments in shares have been completed:

Date of transfer

Shares

02/13/2014 03/13/2014 04/11/2014 05/14/2014

435,611 423,623 423,463 453,062

This amount was in addition to the € 43 million amount already paid in cash. Final payment of all the sums due under the agreement took place on July 1, 2014. agreements for filing with the stock exchange authorities and, to The Group has not received notice of any shareholder

the best knowledge of the Group Management, no " action de concert" or similar agreements exist. To the Company’s knowledge, there is no other agreement capable of having a material effect, in case of public offer on the share capital of the Company.

G

Treasury stock and liquidity contract G.7.7.6

with the vesting of performance shares granted pursuant to the plan dated December 22, 2011; on March 16, 2016, a transfer of 206,625 shares in connection • the plan dated March 29, 2012; on March 24, 2016, a transfer of 9,350 shares in connection • with the vesting of performance shares granted pursuant to LTI ( Long Term Incentive ) plans; on April 22, 2016, a transfer of 950 shares to beneficiaries of • the vesting of performance shares granted pursuant to the plan dated December 22, 2011; on June 8, 2016, a transfer of 500 shares in connection with •

Treasury Stock shares (2) which amounted to 0.2% of the share capital with a portfolio value of € 19,692,609, based on December 31, 2016 As at December 31, 2016, the Company owned 196,435 market price, and with book value of € 12,924,675.44. These shares were purchased in the context of a share buyback program and were assigned to the allocation of shares to employees or Executive Officers and Directors of the Company under the performance shares plans. or its group, and correspond to the hedging of its undertakings shares in 2016: The Company proceeded with the following transfers of treasury

Within the daily limit of 25% of the average daily volumes over the 20 trading days preceding the transfer (save in case of block (1) transfer off market). Including 12,120 shares to be effectively delivered to LTI beneficiaries on January 2, 2017. (2)

Atos | Registration Document 2016

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