Common stock

At 31 December 2011, the Group’s issued common stock amounted to EUR 83.5 million, comprising 83,566,768 fully paid-up shares of EUR 1.00 per value each.

Compared to the 31 December 2010 share capital, the capital was increased by the issuance of 12,483,153 new shares following the increase in capital for Siemens on 1st July 2011, by 950,468 new shares following the increase in capital for the employees on 14 December 2011 and by 219,070 new shares resulting from the exercise of stock subscription options during the 2011 financial year.

Common stock evolution

Transactions	Number of shares issued	Common Stock	Additional paid-in capital (in EUR million)	Total
At 31 December 2010	69,914,077	69.9	1,414.0	1,483.9
Exercise of stock options	219,070	0.2	5.0	5.2
Acquisition SIS	12,483,153	12.5	401.7	414.2
Capital increase for employees	950,468	1.0	25.9	26.9
At 31 December 2010	83,566,768	83.6	1,846.6	1,930.2

A total of 219,070 stock options were exercised during the period, representing 0.31% of the total number of stock options at 31 December 2010.

Potential common stock

Potential dilution
Based on 83,566,768 shares in issue, the common stock of the Group could be increased by 20,3 million new shares, representing 19.6% of the common stock after dilution. This dilution could occur with the exercise of all stock subscription options granted to employees or through the conversion of the convertible bond issued in 2009 and 2011; or through the acquisition of performance shares granted on 22 December 2011.

The exercise of all the options would have the effect of increasing total shareholders’ equity by EUR 336.9 million and common stock by EUR 8.5 million.

However, 56% of the total number of stock options granted to employees had a strike price that exceeds the stock market price as at 30 December 2011 (EUR 33.91).

Stock options evolution
A total of 727,495 stock subscription options were cancelled (i.e. forfeited or expired) in 2011 and 219,070 were exercised.

At the end of 2011, the weighted average strike price of stock options granted to employees was EUR 39.49 (down -4.5% compared to EUR 41.35 at the end of December 2010).

Unused authorizations to issue shares and share equivalents
The authorization to issue new shares is of a maximum of 21,461,136, i.e. 25.7% of the current common stock.

The following authorization to cancel shares corresponded to 10% of the issued common stock at 1st June 2011 Shareholders Meeting.

Bonds convertible into and or exchangeable for new or existing shares (OCEANE)
On 21 October 2009, Atos issued 5,414,771 bonds convertible into and or exchangeable for new or existing Atos Origin shares (OCEANE) with a six-year and two-month term, for a total amount of EUR 249,999,977.07. These bonds have a nominal share value of EUR 46.17. The bonds will be redeemed on 1st January 2016. The annual interest rate is 2.5% payable on January 1st of each year as from 1st January 2010. The conversion period for the bonds stretches from 29 October 2009 to 8 January 2013.

As of 31 December 2011, no bonds have been converted into shares.

On 1st July 2011, Atos issued 5,382,131 bonds convertible into and or exchangeable for new or existing Atos Origin shares (OCEANE) with a five-year term, for a total amount of EUR 249,999,985. These bonds have a nominal share value of EUR 46.45. The subscription of the Bonds has been reserved for Siemens Beteiligungen Inland GmbH. The annual interest rate is 1.5% (excluding conversion and/or exchange of shares and excluding anticipated amortisation) payable on January 1st of each year (or the next business day if that day is not a business day). The bonds are not rated and will not be listed or publicly traded. The conversion period for the bonds stretches from the issuance date until the seventh business day (included) prior to the normal or anticipated repayment date. Atos will be able to choose between issuing new shares or existing shares or a combination of both.