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E
Financial
E.5
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the Board of Directors on December 17, 2009.
Shareholders’ Meeting on May 26, 2009 and then confirmed by
to the benefit of the Chairman and Chief Executive Officer was
plan, and are described in an agreement whose implementation
conditions) have been brought to the defined benefit pension
Amendments (cap on the rights granted, performance
May 28, 2015.
March 26, 2015 and approved by the Shareholders’ Meeting on
previously authorized by the Board of Directors at its meeting of
Meeting on December 30, 2016, based on the statutory auditors’
commitment was approved by the Combined Shareholders’
Executive Officer of Mr. Thierry Breton. The continuance of this
context of the renewal of the term as Chairman and Chief
and authorized its continuance, without any modification, in the
Macron law (cap on the rights granted, performance conditions)
acknowledged the compliance of the commitment with the
The Board of Directors, at its meeting of November 24, 2016,
special report dated December 9, 2016.
defined benefits are presented hereafter:
The main characteristics of this amended pension scheme with
determined by the Board of Directors:
supplementary pension scheme to performance conditions
a) Conditioning the acquisition of rights under the
conditions under the following conditions:
rights under the supplementary pension scheme to performance
The Board of Directors has decided to condition the acquisition of
Board of Directors which may in particular refer to the
these performance conditions will be set annually by Atos SE’s
•
relevant;
shares plans or to any other condition which it will consider
performance conditions contained in stock option plans or free
the Board of Directors checks on a yearly basis, prior to the
•
rights in favor of Mr. Thierry Breton for the said financial year;
indeed fulfilled and determines the increase of conditional
statements for the last financial year, that the conditions were
Shareholders’ Meeting convened to rule on the financial
not be taken into account to determine the additional pension;
been achieved. Failing that, the corresponding quarters will
performance conditions set by the Board of Directors will have
additional pension if they relate to a year during which the
only be taken into account to assess the amount of the
entire calendar quarters for periods after January 1, 2015 are
•
Directors, either for the vesting of stock-options plans or for
year, the performance conditions then set by the Board of
determine the amount of the additional pension if for each
performance conditions and will only be taken into account to
the periods prior to January 1, 2015 are also subject to
•
the vesting of free performance shares plans, were met.
Mr. Thierry Breton’s membership in the Executive Committee
performance conditions here above mentioned, during
that at least two-thirds of the years are validated under the
Moreover, for the award of the additional annuity it is expected
not be provided with any additional annuity.
automatically enjoy an additional pension. Failing that, he will
is satisfied. If that is the case, Mr. Thierry Breton will hence
concerned person to verify whether this two-thirds requirement
Directors will meet at the end of the term of office of the
while performing his various terms of office. The Board of
b) Other characteristics of the scheme:
level is five years;
the membership requirement at the Executive Committee
•
the minimum age to benefit from the scheme is aligned on the
•
French Social Security Code (Code de la Sécurité sociale);
statutory retirement age set by article L. 161-17-2 of the
Security Code.
the one foreseen in article L. 161-17-2 of the French Social
the general scheme. This age cannot in any case be less than
age at which the person may liquidate his full pension under
the age for liquidation of the supplementary pension is the
•
Mr. Thierry Breton’s additional pension:
c) Terms and conditions for determining the amount of
The annual additional pension amounts to 0.625% of the
twelve.
average of the last sixty monthly compensation multiplied by
recognized by the scheme. The reference compensation is the
reference compensation per entire calendar quarters of seniority
followings are taken into account:
For the assessment of this reference compensation, only the
the basic compensation of the Executive Director;
•
130% of the basic compensation.
the annual on-target bonus actually paid to the Executive
•
This annual bonus is taken into account within the cap of
Director excluding any other form of variable compensation.
d) Cap of Mr. Thierry Breton’s additional pension:
difference between:
present scheme to Mr. Thierry Breton cannot exceed the
The amount of the annual supplementary pension paid under the
33% of the reference compensation above mentioned; and
•
pensions.
the annual amount of the basic additional and supplementary
•
December 31, 2016.
No right has been definitively acquired for the benefit of the
Chairman and Chief Executive Officer during the year ended
Neuilly-sur-Seine, March 30, 2017
The Statutory Auditors
Deloitte & Associés
Grant Thornton
French member of Grant Thornton International
Jean-Pierre Agazzi
Victor Amselem