EXPLANATORY NOTE
This Amendment No. 1 on Form 6-K/A (Amendment No. 1)
amends the Form 6-K filed on March 16, 2021 (the Original Form 6-K) by Atento S.A. (the Company).
This Amendment No. 1 is being filed for the purpose of amending Proposal 2 of the Agenda of the Ordinary General Meeting in
the Proxy Statement attached as exhibit 99.1 to the Original Form 6-K. Accordingly, Proposal with Respect to Agenda Item No. 2: Approval of the Amendment of the Existing 2014 Omnibus Plan shall
read as follows:
The Company previously adopted a 2014 Omnibus Incentive Plan (the Incentive Plan) for the purpose of enhancing
the profitability and value of the Company for the benefit of its shareholders, by enabling the Company to offer Eligible Individuals (as defined in the Incentive Plan) cash and share-based incentives, in order to attract, retain and reward such
individuals and strengthen the mutuality of interests between such individuals and the Companys shareholders.
The provisions of the section 4.1 of
the Incentive Plan establish, among others, that the aggregate number of shares of Common Stock (as defined in the Incentive Plan) that may be issued or used for reference purposes or with respect to which Awards (as defined in the Incentive Plan)
may be granted under the Incentive Plan shall not exceed 3,441,354 (17,300,000 shares pre- reverse split), as well as that the maximum number of shares of Common Stock with respect to which Incentive
Stock Options (as defined in the Incentive Plan) may be granted under the Incentive Plan shall be 3,441,354 shares (17,300,000 shares pre- reverse split) (the Share Limitation).
It was then proposed to increase the Share Limitation, as established by the provisions of section 4.1 of the Incentive Plan, from the amount of 3, 441,354
(17,300,000 shares pre- reverse split) up to an amount of 4,941,354 shares (the Share Limitation Increase), and to amend the wording of section 4.1 of the Incentive Plan (the
Amendment of the Incentive Plan), so that it reads as follows:
4.1 Shares. (a) The aggregate number of
shares of Common Stock that may be issued or used for reference purposes or with respect to which Awards may be granted under the Plan shall not exceed 4,941,354 shares, (subject to any increase or decrease pursuant to Section 4.2) (the
Share Reserve), which may be either authorized and unissued Common Stock or Common Stock held in or acquired for the treasury of the Company or both. The maximum number of shares of Common Stock with respect to which Incentive
Stock Options may be granted under the Plan shall be 4,941,354. With respect to Stock Appreciation Rights settled in Common Stock, upon settlement, only the number of shares of Common Stock delivered to a Participant (based on the difference between
the Fair Market Value of the shares of Common Stock subject to such Stock Appreciation Right on the date such Stock Appreciation Right is exercised and the exercise price of each Stock Appreciation Right on the date such Stock Appreciation Right was
awarded) shall count against the aggregate and individual share limitations set forth under Sections 4 1(a) and 4 1(b), If any Option, Stock Appreciation Right or Other Stock-Based Awards granted under the Plan expires, terminates or is canceled for
any reason without having been exercised in full, the number of shares of Common Stock underlying any unexercised Award shall again be available for the purpose of Awards under the Plan, If any shares of Restricted Stock, Performance Awards or Other
Stock-Based Awards denominated in shares of Common Stock awarded under the Plan to a Participant are forfeited for any reason, the number of forfeited shares of Restricted Stock, Performance Awards or Other Stock-Based Awards denominated in shares
of Common Stock shall again be available for purposes of Awards under the Plan If a Tandem Stock Appreciation Right or a Limited Stock Appreciation Right is granted in tandem with an Option, such grant shall only apply once against the maximum
number of shares of Common Stock which may be issued under the Plan Any Award under the Plan settled in cash shall not be counted against the foregoing maximum share limitations. The maximum number of shares of Common Stock subject to any Award of
Stock Options, or Stock Appreciation