Statement by the Directors of Atos

Statement by the Atos Board of Directors

The Atos Board of Directors met and reviewed 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 chose to publish them in the media, disregarding market recommendations regarding dialogue between shareholders and the company.

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

• The planned sale of Tech Foundations, announced on August 1, 2023, will enable the planned separation of Eviden and Tech Foundations, announced on June 14, 2022, to be carried out under 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 the start of exclusive negotiations, which did not exist, earlier, during the Annual General Meeting held on June 28, 2023, or during the announcement of the Company’s first-half results on July 28, 2023. In addition, it was noted that the market had already been informed since October 2022 of indications of interest regarding the potential acquisition of its Tech Foundations business,
• On August 1, 2023, the Company announced that it had entered into exclusive negotiations for the sale of Tech Foundations: the project is subject to the fulfillment of a number of conditions. The Company has undertaken to submit this sale for shareholder approval, going beyond the recommendation of the Autorité des marchés financiers, which only provides for a non-binding vote on this matter,
• In this case, shareholders will be able to vote on the planned sale as well as on the related capital increase based on information that will be supplemented if and when final agreements are signed, and prior to the holding of the General Meeting. At this stage, the Company announced the planned sale on August 1, 2023, which it considers appropriate,
• The mention of the absence of a capital increase during the Annual General Meeting on June 28, 2023 referred to the implementation of the plan announced on June 14, 2022, i.e. the scenario the Company had been working on. This statement could not relate to the planned transaction, which only became concrete on August 1, 2023,
• In this context, the recent personal allegations made against executives and directors are unfair and unfounded. In particular, the proposed management package, which was offered to the entire future management team of Tech Foundations, and not only to certain executives, is customary for this type of transaction. Furthermore, this management package will be borne exclusively by EP Equity Investment if the transaction is completed,
• Furthermore, during the negotiations, the Board of Directors has always ensured compliance with best practices and acted in the best interests of the Company, with the support of Finexsi and BTSG on a number of matters mentioned in the press release of August 1, 2023.

Systematic and unfounded criticism of the Company, as well as its organized media coverage, harms the Company, its teams, employees, long-term shareholders and clients. This plays into the hands of short sellers and others who are interested in a decline in the Atos share price. If the Company deems it necessary, it will not hesitate to take legal action against any maneuvers aimed at destabilizing the Company.

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