WORLDLINE_REGISTRATION_DOCUMENT_2017

Corporate governance and capital Executive compensation and stock ownership

Remuneration Component Multiannual equity-based variable compensation

Amount

Comments

No stock-option Grant ~ Grant of 43,700 Performance Shares Shares valuation 654,883 euros Based on the fair

In connection with the authorization granted for thirty-eight months, by the Combined General Meeting of May 24, 2017 (twenty third resolution), the Board of Directors decided, during its meeting held on July 24, 2017, and upon the recommendation of the Nomination and Remuneration Committee, to proceed to the allocation of a theorical maximum number of 43,700 performance shares to be issued in favor of the Chief Executive Officer. This amount takes into account the recommendations of the AFEP MEDEF Code applicable to the CEO. These shares are evaluated at 654,883 euros according to IFRS standard retained for the consolidated financial statements of the Company. In their analysis, the Board of Directors reviewed the following components: Allocation of a maximum of 43,700 performance shares to the CEO; ● The principle and additional requirement to adapt the final allocation of shares to the CEO ● in the case of over achievement with a maximum multiplier of 115%, and remaining within the ceiling of 50% of the annual overall remuneration based on equities (even in the most favorable situation); The beneficiary is required to remain owner of 15% of his acquired shares for the duration ● of his duties as Senior Officer. The prohibition to enter into financial hedging transaction relating to the granted shares ● during the term of the Chief Executive Officer Recharge of the 2/3 of the holidays bonus due by virtue of collective agreement to the CEO and other employees of Atos International SAS. As a reminder, the CEO does not receive exceptional compensation nor compensation elements or fringe benefits. He 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. Moreover, the CEO has declined to accept his director’s fees. Like all employees of Atos International SAS members of the Executive Committee of the Atos Group, Mr. Gilles Grapinet used to be a beneficiary, 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. In addition, Mr. Gilles Grapinet is a beneficiary under a supplementary pension plan applicable to employees or directors of Atos International SAS or Atos SE, members of the Executive Committee of the Atos group, the terms of which are described hereafter. The Company agreed with Atos SE to pay the relevant premiums for Mr Gilles Grapinet’s defined benefit supplementary pension scheme during the period of his mandate as CEO of Worldline and limited to two third of the overall cost. A detailed description of the supplementary pension plan is available in Section D.3.5.7.

value as determined according to IFRS 2 standard retained for the consolidated financial statements.

Other compensation

623 euros

Defined Benefit Supplementary

N/A

Pension scheme

G

G.3.2.3

Compliance of the Senior Officers compensationwith the recommendations of AFEP

MEDEF Code.

Since the listing of the Company’s shares on Euronext Paris, the Company commits to comply with all of the recommendations of the AFEP-MEDEF Code, in particular, to the conditions of compensation of Senior Officers, and to regularly report thereon. The Board of Directors of the Company met on February 19, 2018 to perform the annual review of the implementation by the Company of these governance principles.

The Board assessed the implementation of these provisions by the Company and considered that the governance practices of the Company, in particular regarding the Senior Officer’s compensation, are compliant with the AFEP-MEDEF Code recommendations.

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Worldline 2017 Registration Document