Market Update - 26 June, 2024

Press Release

Market Update

Revised global financial restructuring proposal received from the representative committee of bondholders (SteerCo) taking into account the end of discussions with Onepoint, Butler Industries and Econocom

Business activities in line with the business plan presented on April 29, 2024

Finalization of the agreement aimed at protecting the sovereign interests of the French State with respect to certain activities carried out by the Atos Group

Objective of reaching a definitive financial restructuring agreement by July 2024 remains unchanged

EPEI also proposed to restart discussions with the Company and its financial creditors

Paris, France - June 26, 2024 – Atos SE (“Atos” or the “Company”) announces it has received from the representative committee of its bondholders (Steerco) a revised global financial restructuring proposal taking into account the decision from Onepoint, Butler Industries and Econocom to withdraw from discussions on 25 June 2024.

Revised global financial restructuring proposal received from the representative committee of bondholders (SteerCo)

As part of the ongoing discussions to reach an agreement on a financial restructuring plan for the Company, under the aegis of the conciliator, Hélène Bourbouloux, the Company has received from the representative committee of its bondholders (SteerCo) a revised global financial restructuring proposal to meet the Group’s short and medium-term liquidity requirements and taking into account the decision from Onepoint, Butler Industries and Econocom to withdraw from discussions on 25 June 2024.

Discussions are continuing with the representative committee of bondholders (SteerCo) and certain banks on the basis of this proposal in order to reach an agreement as soon as possible.

Once an agreement on a financial restructuring plan has been reached, a new syndication period for the interim financing (additional tranches of € 225 million and € 350 million) referred to in the press release issued by the Company on June 20, 2024 will reopen.

As indicated in previous communications, the Company reminds that the implementation of the contemplated financial restructuring plan will result in massive dilution of the existing shareholders of Atos, who would hold less than 0.1% of the share capital.

Business activities in line with the business plan presented on April 29, 2024

Atos confirms that business activities are in line with the business plan presented on April 29. The Company would like to thank its employees for their commitment and its clients and partners for their ongoing support.

Finalization of the agreement aimed at protecting the sovereign interests of the French State with respect to certain activities carried out by the Atos Group

Further to the agreement announced on April 9, 2024, Atos announces that it has finalized negotiations with the French State of an agreement aimed at protecting the sovereign interests of the French State with respect to certain activities carried out by the Atos Group. This agreement, approved on June 25 by the Atos Board of Directors, shall be signed today.

The rights granted to the French State will initially result from the agreement and will be supplemented by the issuance by Bull SA of a preferred share (action de preference) for the benefit of the French State.

The French State will benefit from governance rights at the level of Bull SA, in particular rights of representation on corporate bodies (without voting rights at this stage) and prior authorization and approval rights (droits d’autorisation préalable et d’agrément) designed to protect sovereign sensitive activities.

The agreement also provides for a right for the French State to purchase sovereign sensitive activities if a third-party has acquired 10% or a multiple of 10% of Atos’ or Bull SA’s share capital or voting rights and that the parties have not reached a reasonable agreement on how to protect national interests in relation to these sovereign sensitive activities (without prejudice to the application of the French FDI regime).

The Company also reminds that, as indicated in its press release of June 14, 2024, it has received from the French State a non-binding confirmatory offer letter regarding the potential acquisition of 100% of the Advanced Computing, Mission-Critical Systems and Cybersecurity Products activities of the Company’s BDS (Big Data & Cybersecurity) division.

EPEI proposed to restart discussions with the Company and its financial creditors

On June 25, 2024, the Company received a letter from EPEI reiterating its interest to participate in its financial restructuring.

This letter will be published today on the Atos website and will be accessible through the following link: https://atos.net/fr/investisseurs

Next steps

The Company confirms its objective of reaching a definitive financial restructuring agreement with a majority of financial creditors during the week of July 22, 2024 and expects that:

An in-principle financial restructuring agreement with the financial creditors would be reached during the week starting June 24;
The new money backstop process for the €1.5 billion new money debt and €75 million new money equity to be provided as part of the restructuring plan starts during the week starting June 24;
The lock-up agreement would be expected during the week starting July 8;
The accession to the lock-up agreement would be open from the week starting July 8 to the week ending July 19.

The definitive financial restructuring agreement would then be implemented through a dedicated accelerated procedure1 from the week starting July 22.

Atos SE confirms that information that could be qualified as inside information within the meaning of Regulation No. 596/2014 of 16 April 2014 on market abuse and that may have been given on a confidential basis to its financial creditors has been published to the market, either in the past or in the context of this press release, with the aim of re-establishing equal access to information relating to the Atos Group between the investors.

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Disclaimer

This document contains forward-looking statements that involve risks and uncertainties, including references, concerning the Group’s expected growth and profitability in the future which may significantly impact the expected performance indicated in the forward-looking statements. These risks and uncertainties are linked to factors out of the control of the Company and not precisely estimated, such as market conditions or competitors’ behaviors. Any forward-looking statements made in this document are statements about Atos’s beliefs and expectations and should be evaluated as such. Forward-looking statements include statements that may relate to Atos’s plans, objectives, strategies, goals, future events, future revenues or synergies, or performance, and other information that is not historical information. Actual events or results may differ from those described in this document due to a number of risks and uncertainties that are described within the 2023 Universal Registration Document filed with the Autorité des Marchés Financiers (AMF) on May 24, 2024 under the registration number D.24-0429. Atos does not undertake, and specifically disclaims, any obligation or responsibility to update or amend any of the information above except as otherwise required by law. This document does not contain or constitute an offer of Atos’s shares for sale or an invitation or inducement to invest in Atos’s shares in France, the United States of America or any other jurisdiction.

This document includes information on specific transactions that shall be considered as projects only. In particular, any decision relating to the information or projects mentioned in this document and their terms and conditions will only be made after the ongoing in-depth analysis considering tax, legal, operational, finance, HR and all other relevant aspects have been completed and will be subject to general market conditions and other customary conditions, including governance bodies and shareholders’ approval as well as appropriate processes with the relevant employee representative bodies in accordance with applicable laws.

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About Atos

Atos is a global leader in digital transformation with c. 94,000 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.

Contacts

Investor relations: David Pierre-Kahn | investors@atos.net | +33 6 28 51 45 96

Individual shareholders: 0805 65 00 75

Press contact: globalprteam@atos.net

1 The Company may request the opening of accelerated safeguard proceedings – whose effects would be limited to financial creditors and shareholders only – with the sole view to implement and obtain a Court approval on the terms of the financial restructuring plan agreed in the lock-up agreement. The accelerated safeguard proceedings would concern only the financial indebtedness of Atos and would not impact in any way suppliers, employees, the governance of the Company, or other creditors of the Company or its subsidiaries.

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