Atos: proposed change in the composition of the Board of Directors – 04/06/2022 at 10:49 am

(AOF) – The Board of Directors, on the recommendation of the Nomination and Governance Committee, has ratified the following changes with regard to its composition: Ratification of the co-option as director of Rodolphe Belmer and renewal of his mandate. The ratification of the co-option of Rodolphe Belmer, Chief Executive Officer of Atos since January 1, 2022, and the renewal of his mandate as director, will be put to the vote of the shareholders at the General Meeting of May 18, 2022.

Renewal of the mandates of Valérie Bernis and Vernon Sankey. Valérie Bernis has been an independent director since April 2015. She is also chairman of the CSR committee and member of the remuneration committee. Vernon Sankey has been a director since October 2009.

Appointments of Elizabeth Tinkham, Astrid Stange and René Proglio

The appointments of Elizabeth Tinkham, Astrid Stange and René Proglio as independent directors will be put to the shareholders’ vote at the General Meeting of 18 May 2022.

Elizabeth Tinkham, a US citizen, is a former Senior Managing Director at Accenture. She would bring her long experience in cloud operations and her in-depth knowledge of hyperscalers to the Atos Board of Directors.

Astrid Stange, who is of German nationality, is the former Chief Operating Officer of the AXA Group and was Senior Partner and Managing Director of the Boston Consulting Group (BCG). She would bring her operational experience with major digital and operational transformations on the customer side and her deep knowledge of the financial and insurance sector to the Atos Board of Directors.

René Proglio, of French nationality, is a partner of PJT Partners and a former France manager of Morgan Stanley and a partner of Arthur Andersen for 20 years. He would bring his in-depth financial and accounting knowledge and strategic vision on acquisitions and divestments to the Atos Board of Directors.

Colette Neuville, director of Atos since April 2010, and Jean Fleming, director of Atos who represents employee-shareholders since May 2009, did not wish to submit their mandates for renewal at the next General Meeting.

As a result of the non-renewal of Jean Fleming’s mandate, two candidate employees, Christian Beer and Katrina Hopkins, will be proposed to the General Meeting to represent the employee shareholders. Christian Beer is Director of the Network and Communications Division at Atos in Germany and Chairman of the Supervisory Board of Atos FCPE. Katrina Hopkins is Director of Talent, Career Management and Training at Atos International.

The Board of Directors, acting on the advice of the Nomination and Governance Committee, recommends the candidacy of Katrina Hopkins to Atos shareholders, taking into account in particular her dual legitimacy to represent Atos’ employee shareholders. Indeed, Katrina Hopkins’ candidacy has been proposed both by the Atos FCPE Supervisory Board and by the employee-shareholders who hold their shares directly.

The candidate who obtains the largest number of votes available to the shareholders present or represented at the General Meeting of 18 May 2022 will be appointed as director representing the employee shareholders.

In addition, Cedrik Neike, Member of the Board of Directors of Siemens AG and CEO Digital Industries, who has been a non-independent director since January 2020, has proposed his resignation to the Board of Directors with effect from the end of the next General Meeting. The strategic partnership between Atos and Siemens remains in full force.

AOF – MORE INFORMATION

ATOS

=/ Key points /=

– International leader in digital transformation founded in 1997, specialist in cloud, cybersecurity and supercomputing;

– Activity of €11.2 billion across 3 divisions – infrastructure & data management for 54% of sales, business & platform solutions for 34% and big data & cybersecurity for 10%;

– Geographical balance of sales: 23% of sales in North America), 24% in Northern Europe, 24% in Central Europe and 20% in Southern Europe;

– Economic model based on expertise (16 solution groups, 2 product divisions) and the offer of business platforms (cloud, employee and customer experience, cybersecurity and zero carbon) to sell business solutions (data economy and digital transformation of companies);

– Open capital (11.3% for the Siemens pension fund and 2.2% for the employees), Bertrand Meunier, chairman of the 13-member board of directors, Elie Girard as managing director, Rodolphe Belmer to be taken over by 20 January 2022;

– Solid balance sheet with net debt reduced to €467 million.

=/ problems /=

– Strategy revised in April 2021 based on the strategic study of the business portfolio –

– refocusing on cybersecurity, digital, decarbonization and the cloud, which should contribute to 65% of revenues in the medium term, enhanced by targeted acquisitions,

– towards a sale of on-site infrastructure and traditional data center operations, ie 1/5

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– Innovation strategy integrated into the business model and developed in 18 labs:

– 8 strategic technologies: Advanced Applications, High Performance Computing, Artificial Intelligence, Automation, Edge and Internet of Things, Immersive Experience, Hybrid Cloud, Cyber ​​Security,

– partnerships with university research centers (quantum computing, exascale computing, artificial intelligence, HPC, multicultural leadership, etc.) and with other players (AWS, Dell, Google, Microsoft, SAP, Worldline, etc.);

– 2 scientific communities of expert collaborators of the group;

– Environmental strategy at the service of the ecological transition supported by the Digital Transformation Factory, the Hybrid Cloud, the “Business Accelerators” solutions, the “Connected Intelligence” and the “Digital Workplace” and aimed at answering 3 major challenges:

– carbon intensity neutrality obtained from 2028

– sales of “IT for Green” decarbonization solutions,

– use of eco-efficient digital solutions “Green IT”, such as hydrogen supercomputers or quantum technologies;

– Towards an improvement of the operating margin in Germany;

– Visibility of the activity with an order book equal to 2.1 years of turnover and an order intake ratio equal to turnover of 1

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semester.

=/ Challenges /=;

– Rejection, at the AGM, of the consolidated accounts 2020 due to questions about the accounts of 2 US entities (11% of turnover);

– Identification of the shareholders of the American Finsur Corp, which has held +5% of the capital since May;

– Impact of the pandemic: revenue decline of 1% at the end of June and net loss of €129 million due to accelerated cloud migration costs and provisions at US subsidiaries;

– 2021 targets, revised downwards: revenue stability, operating margin around 6% and positive free cash flow;

– 2020 dividend of €0.90.

The talent war has been exacerbated by Facebook’s announcement, which plans to recruit 10,000 hires in Europe within five years. The lack of human resources is not limited to France or Europe: it is global. For example, by 2026, 1.2 million computer engineers are expected to be missing in the United States. According to Numeum, the federation of the digital sector, France has a shortage of about 10,000 computer engineers out of a total of 600,000 people employed by software publishers and digital service companies (SSII). If the phenomenon is not new, it intensifies. It is enhanced both by the hiring of certain companies looking for developers to internalize their essential digital projects, and by the strong ambitions of certain start-ups.

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