Paris, France, December 19, 2024
Convocation of the Annual General Meeting
The meeting notice relating to the General Meeting of January 31, 2025, including the agenda, the draft text of the resolutions as well as the terms of participation and voting at this Meeting, will be published in the Bulletin of Obligatory Legal Announcements ( BALO) of December 25, 2024 and will be available on the Company’s website (https://atos.net/fr/investors/assemblee-actionnaires).
Evolution of the composition of the Atos Board of Directors
The Atos Board of Directors, on the recommendation of the Nominations and Governance Committee, chaired by Elizabeth Tinkham, lead director, has approved the following changes concerning its composition as they will be proposed to the General Meeting to approve the 2023 accounts scheduled for January 31, 2025, in line with the needs identified by the Board and in the context of the Group’s transformation.
As announced in the Company’s press release dated October 15, 2024, Jean Pierre Mustier will leave his functions as Chief Executive Officer of the Company and his mandate as director on January 31, 2025 at the end of the General Meeting, thus guaranteeing an orderly, constructive and efficient transition. As of 1is February 2025, Philippe Salle will serve as Chairman and CEO of Atos SE.
Furthermore, the Board of Directors was informed of the wish toAlain Crozierof Monika Maurer andAstrid Rod not to request the renewal of their mandates as directors which will expire at the end of the General Meeting of January 31, 2025.
Ratification of the co-optation of directors
The ratification of the co-optation of the following directors will be submitted to the vote of shareholders at the Annual General Meeting of January 31, 2025:
- Françoise Mercadal-Delasallesindependent director of Atos since January 2, 2024;
- Jean-Jacques Morinindependent director of Atos since January 2, 2024;
- Sujatha Chandrasekaranindependent director of Atos since January 14, 2024;
- Monika Maurerindependent director of Atos since January 14, 2024;
- Alain Crozierindependent director of Atos since April 2, 2024; And
- Philippe Sallenon-independent director and Chairman of the Board of Directors since October 14, 2024 and Chairman and Chief Executive Officer from October 1is February 2025.
Renewal of the mandate of a director
It will be proposed to the vote of the shareholders at the Annual General Meeting of January 31, 2025 to renew the mandate of director of Sujatha Chandrasekaran for a period which will end at the end of the General Meeting called to approve the accounts for the financial year ending December 31, 2026.
Appointment of two new directors
The appointment of Joanna Dziubakas an independent director, and Hildegard Müller as an administrator[1]for a period which will end at the end of the General Meeting called to approve the accounts for the financial year ending December 31, 2026.
Subject to approval of the proposals for ratifications, renewal and appointments by the Annual General Meeting, the Board of Directors will be composed of eight members (in addition to the administrator representing the employees), including six independent members, 62.5% women et six nationalities represented on the Council.
Directors representing employees and employee shareholders
The Board of Directors will aim to be reduced to eight members (in addition to the employee representative designated in accordance with legal provisions). In accordance with article 16.1 of the Company’s statutes, the number of directors representing employees will be reduced to one and the mandate of Mandy Matt will therefore end at the end of the meeting of the Board of Directors noting that the number of directors has become equal to eight.
Furthermore, noting the downward crossing of the threshold of 3% of the Company’s capital held by employees of the Company and companies linked to it within the meaning of Article L. 225-180 of the Commercial Code and, consequently, the departure from the scope of article L. 225-23 of the Commercial Code making obligatory the appointment of a director representing employee shareholders, the mandate of Kat Hopkins will end at the end of the General Meeting of January 31, 2025, subject to the approval by said General Meeting of statutory modifications to this effect. It is in fact expected that the said General Meeting will decide on a modification of article 16.2 of the Company’s statutes, in order to provide, within a final paragraph, the consequences of a downward crossing of the threshold making the mandatory appointment of a director representing employee shareholders and the effective date of expiry of said mandate.
Philippe Salle, Chairman of the Board of Directors of Atos SE, declared: « I am delighted with the proposed appointment of new directors and the renewal of the mandate of a director within our Board of Directors. These developments provide a valuable mix of continuity and new perspectives, which will enable the Council to continue its work and continue to strengthen its skills. Above all, I would like to express my deep gratitude to Jean Pierre Mustier for his exceptional contribution in this crucial period of transformation for the Group. I also warmly thank Alain Crozier, Kat Hopkins Monika Maurer, Mandy Metten and Astrid Stange for their commitment to the work of the Council, which has strengthened our mission and our collective vision. »
***
About Joanna Dziubak
Former executive at Goldman Sachs and Park Square Capital and founder of a consulting company, Joanna Dziubak would bring her experiences in the fields of strategyof funding a you M&A, essential to the Group’s growth. Son financial expertise in-depth and strategic vision would make it possible to strengthen the diversity of skills within the Council. In addition, strong numerous experiences as an administrator in various sectors and as committee membershis leadership and governance expertise would also contribute effectively to the work of the Council.
Biographie de Joanna Dziubak
Joanna Dziubak began her professional career in 1995 at Goldman Sachs in the M&A group in London, and was promoted to Managing Director in the Principal Investment Area, where she managed Goldman Sachs’ private equity and mezzanine debt funds. . In 2009, she joined Park Square Capital in London as a partner and member of the investment committee, where she was responsible for subordinated debt and special situations strategies. During her tenure, she served on the boards of 17 portfolio companies across various European industries and countries.
In 2016, Joanna Dziubak launched her own consulting firm in Paris and has served on several boards of directors as an independent non-executive member, including as a member of the Caisse des Dépôts Group Supervisory Commission appointed by the President of the National Assembly.
Joanna Dziubak holds a Bachelor of Arts in international relations, summa cum laude, from the University of Pennsylvania, a Master’s degree in economics and finance, Laureate with Congratulations from the Jury, from Sciences Po Paris, and a Master’s in Business Administration from Harvard Business School.
About Hildegard Müller
Hildegard Müller is an experienced leader with a career policy and within industrial and banking groupsincluding roles as Minister of State in the German Federal Chancellery and member of supervisory boards such as Siemens Energy AG and Vonovia SE. President of theGerman Automotive Industry Association (VDA) since 2020, it has a in-depth international expertise in industrial and economic issues and challengesas well as large-scale transformation processparticularly in the automotive and energy sectors, and would be an undeniable asset to the Council’s work.
Biography of Hildegard Müller
Hildegard Müller began her professional career in 1995 at Dresdner Bank. In 2002, she became a member of parliament in the Deutscher Bundestag, a position she held until 2008. At the same time, from 2005 to 2008, she was Minister of State to the Federal Chancellor in the Bundeskanzleramt. In 2008, she became president of the executive board of the Bundesverband der Energie – und Wasserwirtschaft (BDEW) in Germany, where she led the organization until 2016. From 2016 to 2019, she served as Director of Operations ( COO) for network and infrastructure at Innogy in Germany.
In addition to her executive roles, Hildegard Müller has held several high-profile non-executive positions. Since 2020, she has been a member of the supervisory board and audit committee of Siemens Energy AG in Germany. She has also been a member of the advisory board of DUK Versorgungswerk since 2014 and a member of the supervisory board of Vonovia since 2013, where she also serves on the finance, strategy and sustainability committee. Since 2012 she has been a member of the advisory board of IKB Deutsche Industriebank.
Hildegard Müller holds a master’s degree in business administration from the University of Düsseldorf in Germany. In 1989, she trained as a bank employee at the Dresdner Bank in Germany.
Click here to download the PDF
***
About Atos
Atos is an international leader in digital transformation with around 82,000 employees and an annual turnover of around 10 billion euros. European leader in cloud, cybersecurity and supercomputers, the Group provides integrated solutions for all sectors, in 69 countries. A pioneer in decarbonization services and products, Atos is committed to providing secure and carbon-free digital solutions to its customers. Atos is an SE (European Company) listed on Euronext Paris.
Atos’ purpose is to help shape the information space. With its skills and services, the Group supports the development of knowledge, education and research in a multicultural approach and contributes to the development of scientific and technological excellence. Throughout the world, Atos enables its customers and employees, and more generally as many people as possible, to live, work and progress sustainably and with complete confidence in the information space.
Contacts
Investor Relations: David Pierre-Kahn | [email protected] | +33 6 28 51 45 96
Individual shareholders: 0805 65 00 75
Contact presse : [email protected]
[1] At its meeting on December 18, 2024, the Board of Directors decided to retain the qualification of non-independent director for Hildegard Müller, taking into account her mandate as a member of the supervisory board of Siemens Energy AG and the links of existing business between the Atos and Siemens groups.
