AtoS SE

Legal Proceedings Report • Sep 22, 2023

Press Release

Statement

Paris, France – September 22, 2023 - The Atos Board of Directors met and reviewed the letters received from certain shareholders as of September 18, 2023. Instead of meeting with the Company to express their views and obtain answers, these shareholders decided to publicize them in the media, ignoring market recommendations regarding shareholder-company dialogue.

The Board of Directors responded to these letters, firmly rejecting their allegations and emphasizing that it had always acted solely in the interests of Atos. In particular, it was pointed out that:

• the contemplated sale of Tech Foundations announced on August 1, 2023, would enable the planned separation of Eviden and Tech Foundations, which was announced on June 14, 2022, in the best possible conditions given the current circumstances,
• Atos entered into exclusive negotiations with EP Equity Investment on August 1, 2023. It was not possible to announce earlier, at the time of the Annual General Meeting, held on June 28, 2023, nor during the Company's first half-year results on July 28, 2023, an entry into exclusive negotiations which did not exist. In addition, it was pointed out that the market had already been informed since October 2022 of the existence of marks of interest concerning a potential acquisition of its Tech Foundations business,
• what the Company announced on August 1, 2023, was that it had entered into exclusive negotiations for the contemplated sale of Tech Foundations: the project is subject to a number of conditions. The Company has committed to submit this contemplated sale to shareholders for approval, going further than the recommendation of the Autorité des marchés financiers which only provides for a nonbinding vote in this matter,
• in such case, shareholders will be able to vote on the contemplated sale as well as on the associated capital increases, on the basis of information that will be supplemented if and when the final agreements are signed and prior to a general meeting. At this stage, the Company communicated on the contemplated sale on August 1, 2023, which it considers to be appropriate,
• the mention of the absence of a capital increase during the Annual General Meeting on June 28, 2023, was referring to the implementation of the plan announced on June 14, 2022, which was the scenario the Company was working on. This statement could not have applied to a contemplated transaction that only became concrete on August 1, 2023,

• in this context, the recent personal accusations made against executives and directors are unfair and unjustified. In particular, the proposed management package, which was offered to the entire future management team of Tech Foundations, and not just to certain executives, is usual in this type of transaction. In addition, this management package would be borne exclusively by EP Equity Investment if the transaction is finalized,

• furthermore, during the negotiations, the Board of Directors has always ensured it upheld to best practices and acted in the best interests of the Company, supported by Finexsi and BTSG on a number of topics which were specified in the August 1, 2023, press release.

The systematic and unjustified criticism of the Company, as well as its orchestrated mediatization, are detrimental to the Company, its teams, employees, long-term shareholders and customers. It plays into the hands of short-sellers and others with an interest in seeing Atos' share price fall. If the Company deems it appropriate, it will not hesitate to take legal action against any maneuvers aimed at destabilizing the Company.

Despite unfounded criticism, the Company and its Board of Directors remain convinced of the importance of shareholder dialogue and are always open to constructive exchanges.

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About Atos

Atos is a global leader in digital transformation with 107,000 employees and annual revenue of c. € 11 billion. European number one in cybersecurity, cloud and high-performance computing, the Group provides tailored end-to-end solutions for all industries in 69 countries. A pioneer in decarbonization services and products, Atos is committed to a secure and decarbonized digital for its clients. Atos is a SE (Societas Europaea), and listed on Euronext Paris.

The purpose of Atos is to help design the future of the information space. Its expertise and services support the development of knowledge, education and research in a multicultural approach and contribute to the development of scientific and technological excellence. Across the world, the Group enables its customers and employees, and members of societies at large to live, work and develop sustainably, in a safe and secure information space.

Press contact

Anette Rey | anette.rey@atos.net | + 33 6 69 79 84 88