WORLDLINE_REGISTRATION_DOCUMENT_2017

E

Financials Consolidated financial statements

The €-10.8 million of other items mainly consisted on non-recurring costs. In 2016 the other items included the gain on the Visa Share disposal for € 51.2 million. Equity-based compensation The € 7.9 million expense recorded within “Others Operation Income” for equity based compensation (€ 6.8 million in 2016) is mainly related to 2016 & 2017 free share plans, the 2015 & 2016 stock option plans and previous Atos free share plans.

€ 0.4 million of MRL Posnet customer relationships and ● technologies amortization starting November 1, 2017 € 0.3 million of First Data Baltics customer relationships ● amortization starting October 1, 2017 € 0.2 million of Digital River World Payment customer ● relationships and technologies amortization starting November 1, 2017

12 months ended December 31, 2016

12 months ended December 31, 2017

(In € million)

Free share plans Worldline

6.5 1.3 0.1

1.2 4.8 0.1 0.7

Stock option plans Free share plans Atos

Employee share purchase plans

-

Total

7.9

6.8

the financial performance criteria are the following: ● group Free Cash Flow (FCF); ● group Operating Margin before Depreciation and ● Amortization (OMDA); and group revenue growth. ● the vesting period varies according to the plans rules but ● never exceeds 4 years; the number of shares are subject to a multiplier from 85% to ● 115% according to an under/over performance; the lock-up period is 0 to 1 year; ● free shares plans give the right to issue Worldline shares. ●

Free share plans Rules governing the free share plans are as follows: to receive the share, the grantee must generally be an ● employee or a corporate officer of the Group or a company employee related to Worldline; vesting is also conditional on both the continued ● employment condition and the achievement of performance criteria, financial and non-financial ones;

The Group has implemented two new free shares plans in January 2 nd , 2017 and July 24 th , 2017. The plans impacting the 2017 charge for € 6.5 million are detailed as follows:

July 25, 2016

Grant Date

French plan Foreign plan

January 2, 2017 July 24, 2017

Number of shares granted Share price at grant date (in €)

229,250 26.865

133,000 26.865

229,500 26.775

441,000 33.240

February 1, 2019

Vesting Date(s)

July 25, 2018 July 25, 2019 September 1, 2019 July 24, 2020 April 1, 2020

Expected Life Lock-up period

2 years 1 year

3 years 2.0 / 2.65 / 3.25 years

3 years

- - -

- - -

- - -

Risk free interest rate

-0.047%

Borrowing-lending spread Expected dividend yield

4.0%

1.10% 1.10%

1.10% 1.10%

26.28

25.99 26.17/26.00/25.84

32.16

Fair value of shares granted (in €)

2.9

0.9

1.3

1.4

Expense recognized in 2017 (in € million)

216

Worldline 2017 Registration Document