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Financial
E.5
Parent company summary financial statements
Atos
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Registration Document 2016
207
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required by the mission, are borne by Atos SE.
of the assignment. The costs, in particular travel expenses,
achievement of the mission within the proposed framework.
required by decision of the Board of Directors, depending on the
The duration of the mission shall be one year, extendable if
March 1, 2016.
authorized at its meeting of March 26, 2015, will start as from
specific mission, entrusted to Ms. Aminata Diane and previously
On February 23, 2016, the Board of Directors decided that the
Aminata Niane for an additional 12-month period from March 1,
February 21, 2017, to extend this mission entrusted to Ms.
Niane, the Board of Directors decided at its meeting of
Considering the progress of the works initiated by Ms. Aminata
2017.
Shareholders’ Meeting on May 26, 2016.
Directors at its meeting of March 26, 2015, and approved by the
remain unchanged as compared to those decided by the Board of
reimbursement of travel expenses, as part of its extension,
The conditions to carry out the mission, especially the
amounts to €.41,666.60.
The compensation for the year ended December 31, 2016
the Shareholders’ Meeting
Agreements and commitments already approved by
Agreements and commitments approved in prior years
whose implementation continued during the year
A.
year.
Shareholders’ Meeting in previous years, continued during the
agreements and commitments, already approved by the
(Code de Commerce), we have been informed that the following
Pursuant to article R. 225-30 of the French Commercial Code
the voting rights
With Siemens AG, shareholder holding more than 10% of
member of the Management Board of Siemens AG
Director concerned: M. Roland Busch, Director of Atos SE and
a. Amendment to the Customer Relationship Agreement
entered into with Siemens AG
(€5.5 billion).
Siemens committed to a certain volume of services
relationship. The initial term of the contract was 7 years and
Agreement”) regarding their future provider-customer
commercial agreement (hereafter the “Customer Relationship
On May 20, 2011, Atos SE and Siemens AG entered into a
mainly as follows:
purpose of amending the Customer Relationship Agreement
Agreement to the Customer Relationship Agreement”, for the
AG entered into an agreement called “Third Amendment
authorization by your Board of Directors, Atos SE and Siemens
On October 28, 2015, subject to the condition precedent of the
December 31, 2021, and a total amount of services of
€3.23 billion (i.e. a contract length extended until
remains committed towards Atos by an additional amount of
increase the minimum volume of services to which Siemens
an additional period of 3.5 years, and in this context,
€8.73 billion to which Siemens remains committed);
extend the term of the Customer Relationship Agreement for
(i)
Agreement Cloud, industrial data analytics, and
contract, include in the scope of the Customer Relationship
and systems integration projects included in the initial
in addition to managed services, application management
(ii)
cyber-security services.
precedent.
of November 3, 2015 and therefore satisfied the condition
The Board of Directors authorized this agreement at its meeting
2016, your Company considering that volumes recorded during
This agreement continued during the year ended December 31,
December 31, 2021.
do not question the achievement of these commitments by
fiscal year 2016 between the Group Atos and the group Siemens
b. Amendment to the Lock-Up Agreement entered into
with Siemens AG
the share capital of Atos SE (12,483,153 shares) until June 30,
Inland on the participating interests held by Siemens Inland in
provides for a lock-up undertaking of Siemens AG and Siemens
lock-up agreement (hereafter the “Lock-Up Agreement”) which
Beteiligungen Inland GmbH (“Siemens Inland”) entered into a
On May 20, 2011, Atos SE, Siemens AG and Siemens
Siemens AG in December 2013.
transferred this shareholding in the share capital of Atos SE to
2016 (hereafter the “Lock-Up Period”). Siemens Inland
purpose of amending the Lock-Up Agreement as follows:
authorization by the Board of Directors of the Company, for the
Lock-Up Agreement”, subject to the condition precedent of the
October 30, 2015, into an agreement called “Amendment to the
Atos SE, Siemens AG and Siemens Inland entered, on
Atos and Siemens, as announced by the parties in July 2015,
In the context of the strengthening of the partnership between
extend the maturity date of the Lock-Up Period until
(i)
years and 3 months);
September 30, 2020 (i.e. an additional lock-up period of 4
provide for the possibility for Siemens AG or Siemens Inland,
(ii)
transferee agreeing to abide by the Lock-Up Agreement.
these pension trusts are the only investors), subject to such
both of these pension trusts invest their assets provided that
investment vehicle in which - directly or indirectly - either or
and BSAV-Trust e.V. (or to any investment fund or
employees’ pension funds named Siemens Pension Trust e.V.
as from July 1, 2016, to transfer the shares to two Siemens
precedent.
The Board of Directors authorized this agreement at its meeting
of November 3, 2015 and therefore satisfied the condition
This agreement continued during the year ended December 31,
2016.
whichwere not implemented during the year
B.
during the year.
Shareholders’ Meeting in previous years, were not implemented
agreements and commitments, already approved by the
Furthermore, we have been informed that the following
defined benefit pension plan
and Chief Executive Officer related to the supplementary
Commitment concluded with Mr. Thierry Breton, Chairman
Chairman and Chief Executive Officer, provided that they finish
All Executive Committee members of Atos Group, including the
the Board of Directors on March 26, 2009, approved by the
Chief Executive Officer, Mr. Thierry Breton, was authorized by
of this pension plan for the benefit of the current Chairman and
supplementary defined benefit pension plan. The implementation
their career at Atos SE or Atos International SAS, benefit from a