WORLDLINE_REGISTRATION_DOCUMENT_2017

Financials Consolidated financial statements

Stock option plans Rules governing the stock options plans are as follows: to exercise the option, the grantee must generally be an ● employee or corporate officer of the Group or a company employee related to Worldline; vesting is also conditional on the achievement of ● performance criteria, financial and non-financial ones;

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 2 years; the option expiration date varies according to the plans ● rules but never exceeds 8.5 years after the vesting date; the exercise of the option is equity-settled. ●

The Group recognized a total expense of € 1.3 million on stock options detailed as follows:

Number of optionsinitially

2017 Expense (in € million)

Number ofoptionsvested

Grant Date

granted Vesting Date

September 1, 2015

0.8 0.4 0.1

1,558,500 May 15, 2017 196,000 May 25, 2018 45,000 May 25, 2018

1,404,000

May 25, 2016

N/A N/A

August 16, 2016

Total

1.3 1,799,500

1,404,000

The characteristics of each current stock options plans are detailed as follows:

Grant Date

September 1, 2015

May 25, 2016

August 16, 2016

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

1,558,500

196,000

45,000

21.38 22.87

27.10 26.82

27.35 28.58

Strike price (in €)

E

Vesting date

May 15, 2017

May 25, 2018

May 25, 2018

Expected volatility

21%

21%

21%

Expected maturity of the plan

5 years 0.352% 1.10%

5 years

5 years

Risk free interest rate Expected dividend yield

-0.196%

-0.325%

1.10%

1.10%

2.94 0.8

4.21 0.4

3.67 0.1

Fair value of options granted (in €)

Expense recognized in 2017 (in € million)

The change in outstanding share options for Worldline SA during the period was the following:

12 months ended December 31, 2016

12 months ended December 31, 2017

Weighted average strike price (in €)

Weighted average strike price (in €) Number of shares

Number of shares

Outstanding at the beginning of the year

2,851,641.0

20.9

2,997,420.0 241,000.0 -129,500.0 -257,279.0

20.1 27.1 21.5 17.2

Granted during the year Forfeited during the year Exercised during the year Expired during the year

-

-

-29,500.0 -551,967.0

22.9 19.7

-

-

-

-

Outstanding at the end of the year Exercisable at the end of the year, below year-end stock price*

2,270,174.0

21.2

2,851,641.0

20.9

2,270,174.0

21.2

2,851,641.0

20.9

217

Worldline 2017 Registration Document