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G
Corporate governance and capital
G.7
Common stock evolution and performance
Atos
|
Registration Document 2016
301
G
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
pension trust agree to abide by the terms and conditions of the
lock-up agreement, and that when exercising the right to
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
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
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
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,
SE shares received in payment as from the third anniversary of
the date of such payment.
pension scheme for these employees. Under the agreement, a
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
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,
partial payment of the amount owed by Atos Nederland BV to
the pension fund could take place either in cash or in 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
signature on December 18, 2013 of a “Run-Off and Settlement
Agreement” between Atos SE, Atos Nederland BV and Stichting
In addition, on December 27, 2013, and January 8, 2014, the
Group notified the
Autorité des Marchés Financiers
of the
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
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
Following payments in shares have been completed:
Date of transfer
Shares
02/13/2014
435,611
03/13/2014
423,623
04/11/2014
423,463
05/14/2014
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.
the best knowledge of the Group Management, no "
action de
concert"
or similar agreements exist.
agreements for filing with the stock exchange authorities and, to
The Group has not received notice of any shareholder
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.
Treasury stock and liquidity contract
G.7.7.6
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
program and were assigned to the allocation of shares to
employees or Executive Officers and Directors of the Company
market price, and with book value of € 12,924,675.44. These
shares were purchased in the context of a share buyback
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
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
•
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)