Press Release

Atos provides update on contemplated
sale of Tech Foundations to EPEI group
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Contemplated transaction offers the most achievable path to execution of
separation of Tech Foundations and Eviden and improvement of the risk
profile of Atos Group
Social consultation progressing with Societas Europaea Council (SEC) andat local level and most regulatory pre-filings or filings have been submitted
in relevant jurisdictions
Shareholders’ Meeting and completion of overall transaction now
anticipated in early Q2 2024 given expected timing of regulatory approvals
Ongoing exclusive negotiations with EPEI to address certain financial
parameters of the contemplated transaction
Atos shareholders to be provided with all required information on final
transaction, the remaining perimeter (Eviden) and financing, for approvalat the Shareholders’ Meeting
The final terms of the transaction and the capital increases intended toreinforce Eviden’s capital structure, inter-conditional with contemplated
sale of Tech Foundations, will be submitted for approval at Shareholders’Meeting
The Group is in active discussions with financing banks to obtain loan
waivers required for the contemplated sale of Tech Foundations and secure
new financing for Eviden
Pending shareholder approval of the contemplated transaction, Atos
continues to monitor market developments and is committed to an ongoing
open dialogue with shareholders
Should the transaction with EPEI not go forward, the Group will have toaccess the debt and equity capital markets and/or consider the sale ofadditional assets, to ensure adequate liquidity to address upcoming debt
maturities in 2025

Paris, France – October 16, 2023 – It was announced on August 1st, 2023 that Atos(“Atos” or “the Group”) has entered in exclusive negotiations with EP Equity Investment(“EPEI”) for the sale of Atos’ subsidiary which will hold its Tech Foundations business(“TFCo”).
As part of its commitment to shareholder communication, today Atos is providing an updateon the various workstreams relating to the contemplated transaction, and answering themost frequently asked questions received from investors relating to its background andfinancial impact.

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Process update
Reminder of the background
The Board of Directors considered a number of strategic options for the future of the Groupprior to the announcement of a separation plan on June 14th, 2022. These options included
keeping the businesses together or selling parts of the businesses.
Taking into considerations the different business dynamics, growth and cash generation
profiles1 and capital requirements of the Tech Foundations and Eviden perimeters, as wellas potential dyssynergies, mitigants and estimated separation costs, the Board of Directors
determined that the separation was the best way forward in the interest of all Atosstakeholders and would unlock the intrinsic value of Eviden since the business operates inmarket segments that command higher valuation multiples than the Tech Foundations
business.
Following the announcement of this separation plan, Atos was approached by several
players interested in a potential acquisition of its Tech Foundations business, as indicatedin the press release of October 24th, 2022. The Group with its Board of Directors examined
all received expressions of interest in light of the Atos’ corporate interest.
When the Board has been presented with the last revised offer from EPEI, it benchmarked
it against other available options, and determined that the contemplated transaction would
offer the most achievable execution path to the separation of Tech Foundations and Eviden
and would improve the risk profile of the Group post-transaction.
Economic and capital market conditions also made it increasingly difficult to monetize partof Eviden on acceptable terms and access financing markets for Tech Foundations’operations. Additionally, given Tech Foundations’ current focus on a turnaround which will
still take time to be fully realized, a private ownership would facilitate the execution of theplan. Eviden would have the ability, once properly deleveraged, to accelerate its growthand capitalize on market opportunities.
Atos consequently announced on August 1 st, 2023 that it had entered into an agreement
providing for exclusive negotiations with EPEI, after discussions which remained uncertain
until this date.
Reminder of transaction overview as estimated on August 1st, 20232
Contemplated Tech Foundations sale to
EPEI
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€0.1bn net cash proceeds to
Eviden€1.9bn transfer of on balancesheet liabilities3

Strengthen Eviden capital structure•

Capital increase of €900m:
o €180m reserved capital fromEPEI at 20€ per share, in
exchange of a 7.5% stake1

Notably the negative cash flows of TFCo and the positive cash generation of Eviden

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Unaudited figures.

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Unaudited estimate as of December 31st, 2022 of which lease liabilities IFRS 16 for €0.8bn. The estimate as ofJune 30th, 2023 is €1.8bn.

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Transfer of €7.6bn of off-balance
sheet liabilities4
Conveyanceof€0.8bn5ofworking
capitalspecificallyattributableto
TechFoundations’ operations
Deconsolidation
of
TechFoundations negative FCF
Upside-sharing mechanism for
EvidenEPEI group to capitalize aSpecial Purpose Vehicle with
€0.8bn at closing to acquire
TFCo

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o €720m of rights offering,standby underwritten by BNPParibas and J.P. Morgan
subject to usual conditions€400m divestment plan6
TargetEvidenproforma
net
leverage of about 4x improving
to 2x by end of 2025

Status of the project
Following the announcement by Atos on August 1st, 2023 that it had entered into exclusive
negotiations for the contemplated sale of Tech Foundations to EPEI group, the Company
can now confirm that preparatory stages of the project are underway.
Atos has started social consultation with the Societas Europaea Council (SEC) and at local
level, and submitted most regulatory pre-filings or filings across the various concerned
jurisdictions.
In this context, the parties are conducting the exclusive negotiations of the legal
documentation, including the share purchase agreement for the sale of 100% of TFCo andthe investment agreements regarding EPEI group’s minority stake in Eviden as a result of
its subscription to the contemplated reserved capital increase and subsequent rights issue(representing up to 7.5% of Eviden’s share capital). Such negotiations could lead to thechange of certain financial parameters of the contemplated transaction.
At the same time, following the completion of the operational separation of Tech
Foundations and Eviden, the final legal steps to place the Tech Foundations subsidiaries
under TFCo (intended to be sold to the EPEI group) are on track.
The Group is also in constant dialogue with its clients, suppliers and other commercial
partners to ensure a smooth continuity of its operations. To the same end, the4

Unaudited estimate as of December 31st, 2022.

Working capital is the amount of current assets less current liabilities linked to the operations of the business.
Current assets include trade receivables, which are amounts due by clients to the Company, and current liabilities
include trade payables, which are amounts due by the Company to its suppliers.
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Based on estimated historical trends, the working capital level attributable to Tech Foundations’ operations wasestimated at €0.8 billion. This €0.8 billion of Tech Foundations’ working capital is not cash paid by Eviden
to Tech Foundations but represents current assets including receivables and current liabilities
including payables of Tech Foundations which are attributable to Tech Foundations balance sheet.
At the time of the August 1st, 2023 announcement, the forecasted working capital at December 31 st, 20235 wasestimated at (€0.2) billion due to working capital specific actions described later. The reversal of those actions
represents a €1 billion estimated impact as of December 31st, 2023 arising from the difference between these
two numbers.
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As announced on July 28th, 2023 as part of H1 2023 results.

3contemplated transaction agreements would include subcontracting and other transitional
service arrangements between TFCo and Eviden.
Indicative timing
Final binding agreements are targeted to be concluded at the end of the ongoing exclusive
negotiations, if successful, by the end of 2023 at the latest, subject to completion of theemployee consultation processes and obtaining the necessary bank loan waivers.
Given the anticipated timing of regulatory approval procedures following pre filings, theShareholders’ Meeting necessary to approve both the proposed sale of Tech Foundations
and the capital increases of Atos SE totaling €900 million (consisting of a €180m reserved
capital increase from EPEI and a €720m rights issue), and consequently the completion of
the overall transaction, would now be anticipated in early Q2 of 2024. Eviden will hold an
Investor Day prior to the Shareholders’ Meeting.
Financial impact of the transaction
The financials mentioned thereafter remain unaudited estimates as of August 1st, 2023
or as of today (as applicable) that will be confirmed and further detailed if and when thetransaction documentation is finalized and the carve-out and separation are effective.
These estimated figures also depend on financial parameters which would be set out inthe final documentation still under discussion with EPEI.
The contemplated transaction would have a net positive cash impact of €0.1 billion for
Eviden while transferring €1.9 billion of Tech Foundations-related on-balance sheet
liabilities, €7.6 billion of off-balance sheet liabilities and would unwind ca. €1 billion of intrayear working capital needs. As part of such transaction, Atos SE (to be renamed EvidenSE) would benefit from an upside sharing mechanism.
Net cash proceeds
As part of the contemplated transaction, all receivables and payables attributable to Tech
Foundations will be conveyed at closing to TFCo.
The share purchase agreement with EPEI allows the Group to monetize for cash €442
million in TFCo receivables through factoring7. Based on the targeted transaction
parameters, Eviden will be entitled to €104 million from the proceeds of the €442 million
in factoring. The remaining balance would stay with TFCo in the form of:- €250 million of cash on the balance sheet; and- €88 million in cash for compensation for the transfer of provisions for risks andcharges8.
EPEI will pay €1 for the shares of TFCo.
On and off-balance sheet liabilities

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Factoring is a financial arrangement where a bank or financial institution purchases a business's accounts
receivable to provide immediate cash, allowing the business to access funds before their customers pay their
invoices. Factoring is to be implemented as part of the SPA prior to closing with Atos SE (to be renamed EvidenSE) as seller subsequently retaining the resulting cash on its balance sheet. The corresponding liabilities torepay the receivables that were sold is the sole responsibility of the buyer.

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Related to underperforming and loss-making contracts.

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The €1.9 billion of on-balance sheet liabilities which would be transferred as part of thetransaction would be broken down as follows:(Unaudited
estimates)
Provisions for risks
and charges9
Lease liabilities(IFRS 16)10
Pension provisions
Other andcontingencies11
Total12

Dec 31st 2022

Jun 30th 2023

€0.6 billion€0.6 billion€0.8 billion€0.7 billion€0.4 billion€0.2 billion€0.4 billion€0.2 billion€1.9 billion€1.8 billion

Based on December 31st, 2022 figures, €7.6 billion parent company guarantees which are
off-balance sheet liabilities related to Tech Foundations and are targeted to be transferredto the buyer. Those include €4.8 billion of performance guarantees, €0.4 billion of leasing
guarantees, €0.4 billion of financing guarantees and €2.0 billion of other parent company
guarantees, representing ca. 75% of the Group’s parent company guarantees.
Therefore, the transfer of such on and off-balance sheet liabilities would significantly reduce
Eviden’s risk profile.
Working capital
Working capital is the amount of current assets less current liabilities linked to theoperations of the business. Current assets include trade receivables, which are amounts
due by clients to the Company, and current liabilities include trade payables, which areamounts due by the Company to its suppliers.
As part of the Group’s liquidity management, Atos carries out specific actions to optimize
its working capital, particularly at half-year and annual closings. Those actions include:--

9reported non-recourse factoring13 (sale) of receivables for cash;
a reduction in the average payment period for trade receivables, which increases
the amount of cash to the Group and reduces the amount of reported receivableson the balance sheet; andan extension of supplier payment terms which increases the amount of cash at theGroup and increases the amount of trade payables on the balance sheet.

Mainly composed of provisions for project commitments, for litigations and contingencies and for restructuringcosts.

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Lease liabilities mostly composed of real estate and IT leases.

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These potential liabilities may crystallize upon effective separation of TFCo and Eviden and are not reported onbalance sheet of the group as of December 2022 and June 2023.

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Discrepancies between the break down figures and the totals result from rounding.

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Bank factoring is a financial arrangement where a bank or financial institution purchases a business's accounts
receivable (unpaid invoices) to provide immediate cash flow, allowing the business to access funds before theircustomers pay their invoices.

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The above actions result in significant intra-annual variations in working capital comparedwith the reported year-end and mid-year working capital, as indicated at theannouncement of the separation plan on June 14th, 202214.
For the Group, it is estimated that the average working capital excluding these actions
would have been on average about €1.8 billion higher than the reported figures, of which€0.7 billion stems from non-recourse factoring of receivables.
As part of the contemplated transaction, the Company will deliver the working capital
attributable to Tech Foundations including receivables and payables, based on TFCo’sbalance sheet at closing. Based on estimated historical trends, Tech Foundations’ working
capital level necessary to run the operations was estimated at €0.8 billion15 as of August
1st, 2023. At closing, potential shortfall compared with this working capital target would
under certain conditions be part of the purchase price adjustments.
On the Tech Foundations perimeter, at the time of the August 1 st, 2023 announcement,
the forecasted working capital at December 31st, 202316 for the Tech Foundations perimeter
was estimated at (€0.2) billion. This negative working capital reflected lower receivables
and higher payables as a result of anticipated working capital actions described above. The
reversal of those working capital actions in order to reach the normalized unaffected
receivables and payables of €0.8 billion working capital target represents ca. €1 billion offinancial impact on the estimated proforma reported December 31st, 2023 financial net
debt position of Eviden.
Upside sharing
As part of the contemplated transaction, Atos SE (to be renamed Eviden SE) as seller of
TFCo would be entitled to receive up to 10% of TFCo’s share capital in 2027 depending on
the achievement of certain operational targets by TFCo. In case of total or partial
monetization of TFCo by EPEI before December 31 st, 2026, Eviden would receive 40% of
net proceeds of such transaction. From January 1st, 2027 to December 31st, 2028, thatamount would be 20% of net proceeds of such transaction.
Post-transaction capital structure and financing of Eviden
As part of the contemplated transaction, the Group announced on August 1 st, 2023, that it
would intend to sustainably strengthen the capital structure of the Group post-transaction(Eviden) with planned capital increases for a total of €900m and from the proceeds of the€400m divestment plan that was announced on July 28th, 2023. These transactions
combined with the impact of the sale of Tech Foundations would lead to an estimated14

See Atos’ press release and Capital Market Day presentation of June 14th, 2022.

This €0.8 billion of Tech Foundations’ working capital is not cash paid by Eviden to Tech Foundations
but represents current assets including receivables and current liabilities including payables of Tech
Foundations which are attributable to Tech Foundations balance sheet.
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Pending finalization of Tech Foundations’ full carve-out, the working capital had been estimated as of December
31st, 2023, as the transaction was expected to close between Q4 2023 and Q1 2024.
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proforma initial leverage of ca. 4x as of December 2023, and with a target of ca. 3x by
2024 year-end, and ca. 2x by 2025 year-end17.
Debt financing in the context of the contemplated transaction
As a reminder, in the context of the separation plan announced in June 2022, the Company
has agreed with its financing banks an interim debt package of €2.7 billion consisting of aterm loan A of €1.5 billion, a term loan B of €300 million and a revolving credit facility of€900 million, aimed at maintaining liquidity in the Group and cover financing needs during
the transition period preceding the separation. The Company has already repaid ca. €270
million of its term loan B and expects the remaining balance of such term loan B to be
repaid by year-end. The €1.5 billion term loan A has a maturity of January 2024 with two
6-month extensions until January 2025 available to the Company.
Consequently, the Group is in active discussions with its financing banks to obtain loan
waivers required for the contemplated sale of Tech Foundations and secure new financing
for Eviden. The Company is negotiating a new term loan with a reduced principal amount,maturing in December 2026, to replace the €1.5 billion term loan A post-transaction. To
date, the Company has received positive feedback on the waivers.
The revolving credit facility maturing in November 2025 is expected to remain in placepost-transaction. As part of the ongoing discussions with its financing banks, the Company
aims to put in place an additional revolving credit facility at closing that will start inNovember 2025 and expire in November 2026.
Equity financing in the context of the contemplated transaction
As indicated in the press release of August 1st, 2023, the proposed capital increase of Atos
SE (to be renamed Eviden SE) would amount to a total of €900m, consisting of a €180m
reserved capital increase at an agreed price of €20 per share pursuant to which EPEI would
hold 7.5% of the share capital and a €720m rights issue for all shareholders and to which
EPEI is also committed to subscribe for €37.5m. As a result of the rights issue, the stakeof the EPEI group in Eviden will in no event be higher than 7.5% and will be subject to a
standstill.
BNP Paribas and J.P. Morgan have provided a standby underwriting for the rights issue
amount (less the amount of EPEI’s subscription commitment), subject to usual conditions.
Post-transaction deleveraging profile
The Group net debt on June 30th, 2023 was €2.3 billion18. On August 1st, 2023, the reported
net debt at December 31st, 2023 was expected to be approximately €2.1 billion 19 after€250 to 300 million of proceeds of assets’ sales for which binding agreements have alreadybeen signed20. In order to estimate the impact of the contemplated transaction on thisexpected net debt, the following adjustments would need to be made:17

Estimates as of August 1st, 2023.

18

Net debt pre IFRS 16.

19

Net debt pre IFRS 16.

20

As part of the initial €700 million asset divestment program already executed.

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December 31st, 2023
expected net debt pretransaction (pre-IFRS 16)
Net transaction proceeds
Reversal of TF working
capital actions21
Future disposal of
assets22
Equity raise (€180 million
reserved capital increaseand €720 million rights
issue)
Others and contingencies
December 31st, 2023
expected proforma net
debt post-transaction(pre-IFRS 16)€2.1bn€(0.1)bn€1.0bn€(0.4)bn€(0.9)bn€0.2bn€1.9bn

The net effect of these proforma adjustments is a net debt of ca. €1.9 billion for Eviden at2023 year-end implying a ca. 4x reported net leverage. The fast-deleveraging profile of
Eviden would lead to ca. 3x and ca. 2x reported net leverage respectively as of 2024 and2025 year-ends.
The equity increase sizing is consistent with the objective to target a corporate rating of
Eviden in the BB range, which will facilitate Eviden’s access to debt capital markets.
Subsequent to the August 1st, 2023 announcement, S&P assigned an indicative credit
rating of BB- to Eviden post-transaction.
Key conditions and termination rights
Under the agreement entered into between Atos SE and EPEI on August 1st, 2023, Atos
undertook to pay a break fee up to €3 million in case it did not sign the final agreements
while the employee consultation process is completed and the bank loan waivers are
obtained.
In addition to antitrust and other regulatory conditions, the share purchase agreement
would provide for financial conditions precedent to the closing of the contemplatedtransaction, which are generally pertaining to the transfer of the Tech Foundations
perimeter (including certain contracts, pensions schemes and parent-company
guarantees) and the viability of its operations (including through factoring arrangements
and relevant expert opinions).
The share purchase agreement would include potential adjustments and compensation
mechanisms (unilateral or bilateral) which may benefit either party. Among suchmechanisms, the amount of cash undertaken to be provided to TFCo at closing may be
adjusted, including in certain cases of working capital shortfall against the target. Bothparties would benefit from termination rights based on financial criteria designed to21

Estimates as of August 1st, 2023; referred as “unwinding of intra-year working capital” in the August 1st, 2023
press release.

22

As announced on July 28th, 2023.

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preserve the economics of the transaction in case of significant adjustments. Certain of thetermination cases could trigger a break fee in the amount of €3 million.
As last indicated on September 22nd, 2023, the information on the final terms andconditions of the contemplated transaction will be supplemented if and when the final
agreements are signed and prior to a Shareholders’ Meeting.
Accounting matters
The proforma financial statements of Tech Foundations and Eviden are currently being
drawn up in the context of the contemplated transaction. The relevant information in thisrespect would be provided to the market when finalized and in any case before thecontemplated Shareholders’ Meeting.
The annual impairment test that the Group carries out at year-end could lead this year toa significant impairment charge arising, among other factors, from the current
contemplated transaction regarding Tech Foundations, as well as Atos’ share price, should
it remain at current levels.
Liquidity situation of the GroupThe Group’s policy is to fully cover its estimated liquidity needs with long-term borrowings,
cash and other appropriate financial instruments, in order to have sufficient flexibility tofinance its operations and future developments.
Should the contemplated transaction with EPEI be submitted to and approved byshareholders and carried out, Eviden is expected to have the liquidity necessary to run its
business while maintaining access to the debt market, based on the latest business
forecasts and assuming the capital increases and a secured new term loan from the banksyndicate.
Should the contemplated transaction with EPEI not go forward, the Group would remain
fully committed to progressing on the separation plan. As part of its ongoing monitoring
the Group expects to meet its liquidity requirements for 2024, based on the latest business
forecasts, assuming continued access to the factoring program and the completion of the€400 million asset divestment program that was announced on July 28th, 2023. The Groupwould have to access the debt and equity capital markets, and/or consider the sale ofadditional assets, to refinance the €1.5 billion term loan A maturing in January 2025 (after
the two 6-month extensions available to the Company) and the €750 million bonds
maturing in May 2025.
Next steps
The Company will continue to pursue discussions with all relevant parties and stakeholders
to progress on the exclusive negotiations for the sale of Tech Foundations, in parallel tothe ongoing work on employee consultations, antitrust and other regulatory filings andother related matters.
Pending the approval of the contemplated transaction by the shareholders, the Group
continues to monitor market developments and is committed to a strong dialogue with its
shareholders throughout the separation process.

9Analyst and investor conference callAtos’ Management invites you to an international conference call, on Monday, October
16, 2023 at 08:00 am (CET – Paris).
You can join the webcast of the conference:-

via the following link: https://edge.media-server.com/mmc/p/8ahwavbf-

by telephone with the dial-in, 10 minutes prior the starting time. Please note that
if you want to join the webcast by telephone, you must register in advance ofthe conference using the following link:
https://register.vevent.com/register/BI15cfc3a534674ffd800e01ffb29e2430
Upon registration, you will be provided with Participant Dial In Numbers, a Direct
Event Passcode and a unique Registrant ID.
During the 10 minutes prior to the beginning of the call, you will need to use theconference access information provided in the email received upon registration.

After the conference, a replay of the webcast will be available on atos.net, in the Investors
section.

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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 andcontribute 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
Media contact: globalprteam@atos.net
Investor contact: investors@atos.net | 0805 65 00 75

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