WORLDLINE_REGISTRATION_DOCUMENT_2017

G

Corporate governance and capital Executive compensation and stock ownership

Executive compensation and stock ownership G.3

Directors’ fees [GRI 102-35] [GRI 102-36] [GRI 102-51]

G.3.1

The Chairman of the Board of Directors and the other members who discharge duties with Atos group or Worldline do not receive any Directors’ fees in their capacities as Directors of the Company. In accordance with the resolution adopted at Worldline's Shareholders Meeting dated May 24, 2017, the 2017 annual budget for Directors’ fees was set at € 150,000. The rules of payment of the Directors’ fees are determined by the Board of Directors, based on the proposal of the Nomination and Remuneration Committee. For 2017, the fees were allocated on the basis of the following principles: for the Board of Directors: a fixed compensation of ● € 20,000 per Director plus a variable fee of € 1,000 per

meeting (remuneration is based on the attendance to the Board Meetings); for the Committees: compensation is based on attendance ● to the meetings: € 1,500 per attended meeting for the Chairman of the said Committee and € 750 per attended meeting for each member of the Committee. The members of the Board of Directors did not receive any other compensation from the Company for the fiscal year which ended on December 31, 2017 for their function of Director of the Company, with the exception of the Company’s CEO as described hereafter.

G.3.1.1

Amount of Directors’ fees paid and due in the fiscal year, per Director, in relation to attendance at Board of Directors and Committeesmeetings (AMF Table 3)

2016

2017

Paid  3

Due  4

Paid  1

Due  2

(in €)

Aldo Cardoso Luc Rémont

41,500* 35,500 40,000*

44,000* 36,000 38,500*

42,000 36,500 38,750*

41,500* 35,500 40,000*

Susan M. Tolson Thierry Breton Gilles Grapinet

- - - - - - - -

- - - - - - - -

- - - - - - - -

- - - - - - - -

Gilles Arditti

Charles Dehelly  5 Danielle Lagarde Ursula Morgenstern Michel-Alain Proch  5

Sophie Proust

Total 117,000 118,250 117,250 117,000 These fees granted to Directors residing outside of France correspond to the amounts, before witholding tax, paid or due by Worldline. * Directors’ fees paid in 2017, for 2016. 1 Directors’ fees owing for 2017. 2 Directors’ fees paid in 2016, for 2015. 3 Directors’ fees owing for 2016. 4 Directors until December 12, 2016. 5 Directors’ fee for the year ended December 31, 2017 are paid in 2018. For 2017, the amount of Directors' fees due was 118,250 euros, composed of an amount of 60,000 euros for the fixed portion, and 58,250 euros for the variable portion. In accordance with the AFEP-MEDEF Code, the variable portion of the Directors' fees is structurally greater 1 . Except from the amounts mentionned in the above table, non-executive Directors do not receive any other compensation from the Company or its parent company, Atos SE.

On the basis of an attendance of all the Directors to the meetings of the Board of Directors and its Committees in 2017, the variable portion would have 1 represented an amount of 62,250 euros, thus greater than the fixed portion.

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Worldline 2017 Registration Document