AGM Information • May 29, 2013
AGM Information
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Paris, 29 May 2013 - Atos, an international IT services company, today held its Annual Shareholders' Meeting chaired by Atos Chairman and CEO, Mr. Thierry Breton.
The Shareholders met for the first time under the company status of a SE (Societas Europaea); this transformation was approved with a large majority of 99.70% one year ago.
All resolutions submitted by the Board of Directors have been approved by a large majority. In particular, the shareholders approved the dividend payment of €0.60 per share and the option for payment of the dividend in either shares or cash. Shareholders may opt (1) for payment in shares between June 4 and June 17, 2013 inclusive by addressing their request to their financial intermediary. The issue price of new shares pursuant to exercise of the option of payment in shares was fixed at €48.95. The share will be paid in cash or shares as from June 26, 2013.
The Shareholders' Meeting also renewed the term of office of Directors Ms. Aminata Niane (Senegalese citizen) and Mr. Vernon Sankey (British citizen), and appointed new Director Ms. Lynn Paine (American citizen), and proceeded with the election of Ms. Jean Fleming (British citizen) as Director representing the employee shareholders.
The voting results of the Annual General Meeting are indicated in the Appendix of this press release.
Lynn Paine is Senior Associate Dean of Harvard University where she chairs and co-ordinates the programs on corporate governance. An American specialist with worldwide recognition, she currently co-chairs the Senior Executive Program for China. She co-founded and chaired the "Leadership and Corporate Accountability" required courses, which she has taught in the MBA program as well as the Advanced Management Program. In addition to providing executive education and consulting services to numerous firms, she has served on a variety of advisory boards and panels. In particular, she was a member of the Conference Board Commission on Public Trust and Private enterprise set up after Enron's collapse.
Atos SE (Societas europaea) is an international information technology services company with annual 2012 revenue of EUR 8.8 billion and 76,400 employees in 47 countries. Serving a global client base, it delivers hi-tech transactional services, consulting and technology services, systems integration and managed services. With its deep technology expertise and industry knowledge, it works with clients across the following market sectors: Manufacturing, Retail, Services; Public, Health & Transports; Financial Services; Telecoms, Media & Technology; Energy & Utilities. Atos is focused on business technology that powers progress and helps organizations to create their firm of the future. It is the Worldwide Information Technology Partner for the Olympic and Paralympic Games and is quoted on the Paris Eurolist Market. Atos operates under the brands Atos, Atos Consulting & Technology Services, Atos Worldline and Atos Worldgrid.
Jose de Vries Tel.: +31 6 30 27 26 11 [email protected]
Investors contact: Gilles Arditti Tel.: +33 (0) 1 55 91 28 83 [email protected]
(1) The option to receive the dividend payment is not available to shareholders residing in a country where such option would require registration or authorization by local market authorities. Shareholders residing outside France are required to inform themselves of any restrictions which may apply under their local law and comply therewith.
Quorum : 72.332% (i.e., 62,333,754 shares and 755 shareholders)
| SHAREHOLDERS | SHARES | VOTES | |
|---|---|---|---|
| Attendees | 29 | 18,094,545 | 18,094,545 |
| Represented | 0 | 0 | 0 |
| Proxy to the Chairman | 61 | 67,323 | 67,323 |
| Votes by mail | 665 | 44,171,886 | 44,171,886 |
| Total | 755 | 62,333,754 | 62,333,754 |
Share capital : EUR 86,314,253
Number of shares making up the capital: 86,314,253
Number of shares with voting rights: 86,177,060
| NUMBER | RESOLUTIONS | FOR | AGAINST | ABSTAIN | |||
|---|---|---|---|---|---|---|---|
| Ordinary Business | Votes | % | Votes | % | Votes | % | |
| 1 | Approval of the Company accounts for the financial year ending December 31, 2012 |
60,296,069 | 97.15 | 1,768,175 | 2.85 | 83,771 | - |
| 2 | Approval of the consolidated accounts for the financial year ending December 31, 2012 |
61,742,727 | 100 | 0 | 0 | 83,771 | - |
| NUMBER | RESOLUTIONS | FOR | AGAINST | ABSTAIN | |||
|---|---|---|---|---|---|---|---|
| 3 | Assignment of the net income for the financial year ending December 31, 2012 and payment of the dividend |
61,539,505 | 99.54 | 286,993 | 0.46 | 0 | - |
| 4 | Option to opt for the payment of the dividend in shares | 60,312,353 | 97.55 | 1,514,045 | 2.45 | 102 | - |
| 5 | Approval of an overall amount of annual Directors' fees | 61,782,813 | 99.93 | 41,127 | 0.07 | 2,638 | - |
| 6 | Renewal of Ms. Aminata Niane as member of the Board of Directors |
61,741,961 | 99.86 | 83,670 | 0.14 | 114 | - |
| 7 | Renewal of Mr. Vernon Sankey as member of the Board of Directors | 61,743,078 | 99.87 | 83,409 | 0.13 | 11 | - |
| 8 | Appointment of Ms. Lynn Sharp Paine as member of the Board of Directors |
61,666,954 | 99.77 | 142,935 | 0.23 | 180 | - |
| 9 | Election of a Director representing the employee shareholders - Designation of Ms. Jean Fleming |
47,439,158 | 76.72 | 14,397,886 | 23.28 | 10,967 | - |
| 10 | Election of a Director representing the employee shareholders - Designation of Mr. Daniel Gargot |
13,191,845 | 21.34 | 48,624,339 | 78.66 | 10,635 | - |
| 11 | Election of a Director representing the employee shareholders - Designation of Mr. Denis Lesieur |
11,105,907 | 17.97 | 50,685,259 | 82.03 | 36,923 | - |
| 12 | Authorization granted to the Board of Directors for the purpose of purchasing, conserving or transferring shares in the Company |
43,905,154 | 70.89 | 18,029,184 | 29.11 | 101 | - |
| Extraordinary Business | Voix | % | Voix | % | Voix | % | |
| 13 | Authorization granted to the Board of Directors to reduce the share capital by cancelling self-owned shares |
61,786,674 | 99.98 | 11,376 | 0.02 | 100 | - |
| NUMBER | RESOLUTIONS | FOR | AGAINST | ABSTAIN | |||
|---|---|---|---|---|---|---|---|
| 14 | Delegation of authority to the Board of Directors for the purpose of increasing the share capital of the Company with the removal of the preferential subscription rights to the benefit of the employees of the Company and its affiliated companies |
60,838,032 | 98.45 | 960,565 | 1.55 | 0 | - |
| 15 | Authorisation given to the Board of Directors to allot free shares to the employees and executive officers of the Company and/or its affiliated companies |
48,869,514 | 80.05 | 12,179,041 | 19.95 | 887,155 | - |
| 16 | Modification of article 15 of the Articles of association - Directors' shares |
45,974,701 | 74.03 | 16,130,534 | 25.97 | 131,532 | - |
| 17 | Pouvoirs | 61,547,129 | 100 | 0 | 0 | 0 | - |
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