WORLDLINE_REGISTRATION_DOCUMENT_2017

G

Corporate governance and capital Executive compensation and stock ownership

Performance condition: The allocation of performance B . shares and/or stock options is also subject to the achievement of the following internal and external performance conditions, calculated for the three years 2018, 2019 and 2020 for the global plans and two years 2018 and 2019 for the specific plan. Performance Share plan (Global) Internal Performance Conditions For each year 2018, 2019 and 2020, 3 internal performance indicators must be met: Revenue growth ; ● Operating Margin before Depreciation and Amortization ● (OMDA); Group Free Cash Flow before acquisition/disposal and ● variation of equity and dividends The performance target achievement levels will be in line with the targets set forth by the Board of Directors and communicated to the market. In the situation where one of the criteria would not be met during the course of the last year of the plan, the latter would be considered as achieved if it reaches at least 85% of the target; however the grant of performance shares will be lowered to 75% of the initially granted aggregate number. The indicators mentioned in the performance conditions will be calculated based on a constant exchange rate and a constant consolidation scope. External Performance Conditions: For each year 2018, 2019 and 2020, at least 2 out of 3 performance criteria must be met (or maintained if already at the highest level): The Worldline Group gets the GRI Standards ● “Comprehensive” option (or its equivalent if, during the plan, the terminology to define the highest achievable level is modified); The Worldline Group gets the Eco Vadis CSR label ● “Gold” (or its equivalent if, during the plan, the terminology to define the highest achievable level is modified); The Worldline Group gets the GAIA Index Certification ● general rating equal or above 70% (or its equivalent if, during the plan, this terminology is modified). Stock-options plan (Global): Internal Performance Conditions: For each year 2018, 2019 and 2020, the three internal performance indicators and defined targets are as follows: Revenue growth: at least equal to -1.5%. ● OMDA: 92.5 % of the target set in the budget for the ● relevant year. Free Cash-flow: 92.5 % of the target set in the budget for ● the relevant year. For each year, at least two out of three criteria must be met, if one is not, then it becomes mandatory for the following year.

External Performance Conditions: For each year 2018, 2019 and 2020, at least 2 out of 3 performance criteria must be met (or maintained if already at the highest level): The Worldline Group gets the GRI Standards ● “Comprehensive” option (or its equivalent if, during the plan, the terminology to define the highest achievable level is modified); The Worldline Group gets the Eco Vadis CSR label ● “Gold” (or its equivalent if, during the plan, the terminology to define the highest achievable level is modified); The Worldline Group gets the GAIA Index Certification ● general rating equal or above 70% (or its equivalent if, during the plan, this terminology is modified). Specific Performance Shares plan: The grant will be subject to internal performance conditions linked to the operational entity scope, a multiplier of maximum 150% will be applied in the event of overachievement of the performance conditions as set in the plan rules. The performance conditions will relate to revenue and OMDA of the operational entity, for years 2018 and 2019. The CEO will not be a beneficiary of this Specific Performance Shares plan. Vesting and holding periods: The beneficiaries of the C performance shares and/or stock-options plans will acquire them three years after the grant, provided that all required targets mentioned above are achieved and that they comply with the attendance requirement to the date of acquisition. The shares acquired will not be subject to a holding period and will be immediately exercisable by their beneficiaries, subject to the “black-out periods” set by the Company in the Guide for the Prevention of Insider Trading, applicable legal rules, and, for the Chief Executive Officer, the 15% retention obligation. In the event that performance conditions were not achieved and / or attendance condition was not satisfied, the performance shares and/or stock options would then be canceled. Exceptional compensation: 4. The CEO does not receive any exceptional compensation. Severance Pay 5. The CEO will not receive a severance payment at the end of his mandate nor any compensation for non-compete clause in the event of termination of his mandate. Complementary and supplementary pension plans 7. As all the employees of Atos International SAS members of the Executive Committee of the Atos Group, Mr. Gilles Grapinet used to benefit, until March 1, 2015 of a supplemental defined contribution plan. Contributions paid by the employer correspond to 5% of compensation paid and are limited to tranches A, B and C. Employees were not required to make contributions. Mr. Gilles Grapinet benefits, as all the members of the Executive Committee of Atos SE who end their carreer within Atos SE or Atos International SAS, from a supplementary Benefits in kind 6. The CEO benefits from a company vehicle.

322

Worldline 2017 Registration Document