“Supervisory Board recommendation on resolutions for the AGM”
The Supervisory Board of Atos Origin met on 14 April 2008 to consider its recommendation to shareholders on the resolutions proposed by the investment funds Pardus Capital Management and Centaurus Capital, aiming to revoke the President of the Supervisory Board and to nominate five candidates to the Supervisory Board. The five candidates include two internal candidates (Behdad Alizadeh and Benoît d’Angelin) and three external candidates (Colette Neuville, Michel Combes, Bernard Bourigeaud).
The board reviewed the report of the Nominations Committee which met with each of the candidates, with the exception of the former President of the Management Board, Bernard Bourigeaud, who did not wish to explain the motivations underpinning his candidacy.
The Board indicated that, for reasons varying from one candidate to another, none of the three external candidates could offer the guarantees of independence from Pardus Capital Management or Centaurus Capital. Therefore, the Supervisory Board cannot rule out a joint attempt by these two funds to take de facto control of the company without offering a premium to shareholders .
With regard to the two internal candidates, the board had stated on 19 December 2007 that, under normal circumstances, it could be considered legitimate for a major, stable shareholder to ask for representation on the board, except in cases of disloyal behaviour or of attempts to destabilise the company.
The Board noted that it has never been able to obtain the least agreement from the funds on these basic principles inherent to any board candidacy , neither before nor after the secret legal proceeding initiated in concert before the President of the commercial court of Nanterre (France), with the objective of revoking both the entire Management and Supervisory boards .
As a result, the Supervisory Board has decided to recommend to shareholders that they vote against these resolutions which the Management Board has thus unanimously decided not to approve.