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Atos Origin Annual Report 2009 Page 1 of 280

2009 ANNUAL

REPORT

This document is a full free translation of the original French text.

The original document has been filed with the Autorité des Marchés Financiers (AMF) on 1 April 2010

under the number D.10-0199, in accordance with article 212-13 of the AMF"s general regulations.

After filing, this document as a Reference Document could be used to support a financial operation if

accompanied by a prospectus duly approved by the AMF.

Atos Origin Annual Report 2009 Page 2 of 280

Atos Origin Annual Report 2009 Page 3 of 280

CONTENTS

ANNUAL REPORT - REFERENCE DOCUMENT

1

BUSINESS PROFILE.......................................................................................................................4

2 CEO MESSAGE ...............................................................................................................................6

3 ATOS ORIGIN IN 2009.....................................................................................................................8

4 GOVERNANCE..............................................................................................................................13

5 STOCK MARKET OVERVIEW.......................................................................................................16

6 FORMATION OF THE GROUP......................................................................................................19

7 THE IT SERVICES MARKET .........................................................................................................20

8 STRATEGY, ORGANISATION AND 2010 OBJECTIVES.............................................................31

9 TOP PROGRAM (TOTAL OPERATIONAL PERFORMANCE).....................................................38

10 CONSULTING................................................................................................................................41

11 SYSTEMS INTEGRATION.............................................................................................................44

12 MANAGED SERVICES..................................................................................................................49

13 HIGH TECH TRANSACTIONAL SERVICES.................................................................................52

14 MEDICAL BPO...............................................................................................................................57

15 MARKETS STRATEGY..................................................................................................................58

16 DISTINCTIVE OFFERINGS AND INNOVATION ...........................................................................64

17 THE SCIENTIFIC COMMUNITY JOURNEY 2014 - 10 IDENTIFIED CHALLENGES...................71

18 CORPORATE SOCIAL RESPONSIBILITY ...................................................................................72

19 HUMAN RESOURCES...................................................................................................................79

20 OPERATIONAL REVIEW...............................................................................................................84

21 FINANCIAL REVIEW ...................................................................................................................102

22 FINANCIAL STATEMENTS.........................................................................................................109

23 RISK ANALYSIS ..........................................................................................................................196

24 CORPORATE GOVERNANCE....................................................................................................203

25 RESOLUTIONS............................................................................................................................236

26 LEGAL INFORMATION ...............................................................................................................239

27 COMMON STOCK EVOLUTION AND SHARE PERFORMANCE ..............................................247

28 SHAREHOLDER RELATIONS ....................................................................................................261

29 GLOSSARY - DEFINITIONS.......................................................................................................266

30 PERSONS RESPONSIBLE FOR THE DOCUMENT AND THE AUDIT OF THE

FINANCIAL STATEMENTS.........................................................................................................271

31 AMF CROSS-REFERENCE TABLE............................................................................................273

32 FULL INDEX.................................................................................................................................276

33 CONTACTS..................................................................................................................................279

34 LOCATIONS.................................................................................................................................280

Atos Origin Annual Report 2009 Page 4 of 280

1 BUSINESS PROFILE

Atos Origin is a leading information technology services company generating annual revenues of

EUR 5.1 billion and employs 49,000 people. Predominantly based in Europe, 71% of 2009 Group"s revenue was generated by multi-years contracts in Application Management, Managed Services, High

Tech Transactional Services and Medical BPO.

Atos Origin"s mission is to advance the performance of its clients by offering innovative solutions that

deliver measurable business value. Through High-Tech Transactional Services, Consulting, Systems Integrations and Managed Operations, and its deep industry knowledge, the Group is able to provide innovative and individually tailored end-to-end IT solutions. Our clients are large multi-national groups and organizations, as well as small and medium sized

enterprises, who work with the Company in long term business partnerships. Atos Origin is the

Worldwide IT Partner of the International Olympic Committee and in charge of the IT for the Olympic

Games, but also active in other critical environments such as air traffic control, payment solutions, or

the control systems of nuclear power plants. Client dedication, strong values, and people are the basis

of Atos Origin"s unique success story. The Group is European focused but has 49,000 employees in more than 40 countries throughout the

world, ensuring a seamless Global Delivery and operational excellence for its international clients. It

delivers what it promises and what its clients expect - measurable business value.

As a global and responsible company, Atos Origin is committed to implement sustainable best

practices in environmental, social and ethical areas throughout its organization and in its business,

and contributes to promoting and developing sustainable behaviour by positively influencing its

stakeholders to take into consideration sustainability in their decision making. Atos Origin helps its

clients advance their future, reduce their carbon footprint and ensure future corporate viability through

the delivery of innovative and greener solutions.

Atos Origin Annual Report 2009 Page 5 of 280

REVENUE PROFILE

20092008 pro forma

Managed Services1,953 38.1% 1,870

Systems Integration1,894 36.9% 2,133

HTTS879 17.1% 849

Consulting248 4.8% 325

Medical BPO153 3.0% 148

5,127 100%

5,324

20092008 pro forma

France1,136 22.2% 1,171

Benelux997 19.4% 1,154

United Kingdom902 17.6% 840

Worldline844 16.5% 814

Germany, CE, EMEA567 11.1% 608

Iberia, South America403 7.9% 449

Rest of the World278 5.4% 290

5,127 100%

5,324

20092008 pro forma

Public Sector1,428 27.9% 1,308

Financial services1,109 21.6% 1,182

Telco & Media712 13.9% 801

Manufacturing690 13.5% 807

Energy & Utilities508 9.9% 493

Retail491 9.6% 533

Others189 3.7% 201

5,127 100%

5,324

Financial

services

22%Telco & Media

14%Others

4%Retail

10%

Energy &

Utilities

10%

Manuf.

13%Public Sector

28%

Benelux

19%

United

Kingdom

18%Worldline

16%France

22%
GCEMA

11%ISAM

8%RoW 5%

Medical BPO

3%Consulting

5% HTTS 17%

Systems

Integration

37%

Managed

Services

38%

Atos Origin Annual Report 2009 Page 6 of 280

2 CEO MESSAGE

Dear Shareholders,

In 2009, Atos Origin achieved the first stage of its three-year recovery plan, despite one of the most

challenging economic environments the IT sector has ever faced.

Our Group increased its profitability by more than 80 basis points to 5.7%, thus reducing the gap with

its three-year objective, and improved its cash flow generation to reduce the net debt by

EUR 165 million. The organic decline in revenue was limited to -3.7%. These objectives were

achieved in spite of a difficult environment, particularly in Germany where the bankruptcy of one of our

key customers - the retailer Arcandor - significantly affected the Group"s net income, which in 2009 totalled EUR 32 million.

Overall I am convinced that our credibility in terms of delivering on our commitments is the best

argument that we can provide to our clients, our staff and our shareholders to demonstrate our

determination to build long-term partnerships that create value for everyone.

Your company continues to demonstrate its expertise and skills in delivering large and complex

projects. As an illustration the contract with the International Olympic Committee was renewed in 2009

and extended through to the Rio de Janeiro 2016 Olympic Games in Brazil. Once again, Atos Origin successfully delivered a flawless IT performance for the Vancouver 2010 Olympic Winter Games last February. Through this major sporting event, we demonstrated to a worldwide audience of 3 billion people our outstanding ability to provide the best IT services and expertise to our customers. To further improve our performance, Atos Origin launched a major transformation program.

We have strengthened our organization so we can operate in the more challenging economic

environment and properly execute our transformation program. Following the creation of a new

governance structure, with a single Board of Directors and a Chairman & CEO, we have made several new appointments at the Executive Committee level; empowered the Global Support Functions and

Global Delivery Lines; created the Global Sales and Market unit and the Strategic International

Customers division. This division is responsible for managing centrally the major global accounts of

the Group. With this new operational model established in 2009, Atos Origin is now a fully integrated

company leveraging on its scale and strengths. The TOP (Total Operational Performance) program which was launched at the end of 2008 in order to

further improve our operational performance continues and contributed significantly in 2009 to

reducing our cost base and increasing cash generation. Among the TOP initiatives, we launched a Lean Management Program to improve our delivery efficiency, the quality of services to our clients, and our staff engagement. At the end of 2009, new TOP initiatives were launched to increase our sales, deliver more global and innovative solutions to our customers. Our Sales force has also been reorganized through the Global Atos Market Alignment (GAMA) project which is based on a market sector- approach in order to better adapt our solutions to the specific needs of our clients. We also reinforced our commitment to making our IT services "green" in accordance with the best international standards. Since the beginning of the economic slowdown, the Company"s main priority has been protecting the

jobs of its employees and developing their employability. In 2009, Atos Origin hired 4,500 engineers,

of which half were graduates. In the medium term, our ambition is to be recognised as being one of the best companies to work for by anticipating new ways of working and attracting and retaining the

most talented engineers. This is the objective of the "Well Being at Work" initiative which was launched

in December 2009 within the TOP program.

Even if the crisis is not yet behind us, we need to anticipate what the winning approach will be in the

post-crisis IT market. Our clients are facing major ruptures in their business environment (financial,

economic, technological, and social) and they expect us, as a technology company, to help them

Atos Origin Annual Report 2009 Page 7 of 280

reinvent their growth model. We believe that in the IT sector, the post-crisis landscape will see the co-

existence of more industrialized, traditional IT services together with a new type of IT solutions

focused on business critical services. The differentiator will be innovation which has always been part

of Atos Origin"s DNA. To this extent, our successful High-Tech Transactional Services (HTTS) solutions is one way in how we are delivering value to our customers through our own strong IPR and processing assets. HTTS

truly differentiates us and has been designed as a new global service line, in order to roll out Atos

Worldline offerings for electronic payments, financial markets, e-customers, citizen and community

services to all countries where Atos Origin is present. Our ambition is to double HTTS revenue

organically in the next four years. As a commitment to research and innovation, we have created a Scientific Community comprising the

fifty best scientists of our Group, representing eight nationalities. The Group is tasked with identifying

the main technology challenges for us and our clients in the next 20 years. With its support, we have

decided to present, every three months, distinctive and innovative packaged offerings that match our

clients" expectations. In January 2010, we started by launching Atos Sphere, which brings together all

our our Cloud solutions from Consulting, Systems Integration and Managed Services. Already a

pioneer in cloud computing with our Atos Worldline services, our aim is to be a "cloud enabler",

supporting our clients achieve their business objectives. We have also launched Ambition Carbon

Free, our new Green IT solutions designed to reduce by half the IT carbon footprint of our clients-and

even offset it. Our next packaged offerings will concern Smart Utilities and Smart Grid, Enterprise Content Management, Collaborative tools, Context Aware computing, Social computing...

Atos Origin"s main priority in 2010 will be to protect the jobs and the employability of its 49,000 staff. In

this respect, we expect to double our training efforts in order to ensure we have the skills and talent to

meet the needs of our customers. We will move one step further in the transformation of our Company, accelerating the TOP Program,

implementing the next steps of the GAMA sales organization, further deploying HTTS across the

Group and developing "Well Being at Work" initiatives, starting with our new Atos Origin campus and headquarters in Bezons near Paris. Finally, I strongly believe that if we deliver our commitments semester after semester, proving our

ability to execute our transformation plan and to anticipate the new "post crisis" IT environment, Atos

Origin undoubtedly has all that is required to achieve its medium term strategy. For myself and for the

Board of Directors our success will be the best way to thank all our stakeholders who contribute to our

development and to the fulfilment of our ambitions.

Thierry BRETON

Chairman and Chief Executive Officer

Atos Origin Annual Report 2009 Page 8 of 280

3 ATOS ORIGIN IN 2009

3.1 FINANCIAL HIGHLIGHTS

3.1.1 Income statement

in EUR million FY 2009 FY 2008 % Change

Statutory revenue 5,127 5,623 -8.8%

Change in perimeter -198

Impact from exchange rates -101

Revenue at constant scope and exchange rates 5,127 5,324 -3.7%

Statutory Operating Margin 290.0 266.4 +8.8%

% of revenue 5.7% 4.7% +92 pt

Change in perimeter -2.3

Impact from exchange rates -7.7

Op. margin at constant scope and exchange rates 290.0 256.5 +13.1% % of revenue 5.7% 4.8% +84 pt

Net income Group share 31.7 22.6 +40.3%

% of revenue 0.6% 0.4% Adjusted net income Group share (c) 196.0 180.6 +8.5% % of revenue 3.8% 3.2%

Earnings per share (EPS)

Basic EPS (a) 0.46 0.33

Diluted EPS (b) 0.44 0.33

Adjusted basic EPS (a) (c) 2.85 2.62

Adjusted diluted EPS (b) (c) 2.64 2.62

(a) In euros, based on a weighted average number of shares (b) In euros, based on a diluted weighted average number of shares (c) Based on net income (Group share) before unusual, abnormal and infrequent items (net of tax)

Atos Origin Annual Report 2009 Page 9 of 280

3.1.2 Financial and operational indicators

With:

· Gearing ratio: Net debt÷Group Equity

· OMDA: Operating Margin bebore Depreciation and Amortization The figures have been issued under French Accounting standards until Year 2004 included, and under

IFRS as of 01/01/2005.

10-year net debt and equity evolution

114235440

266492

180
360

338304

139330479784

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