WORLDLINE_REGISTRATION_DOCUMENT_2017

Corporate governance and capital Executive compensation and stock ownership

Mr. Gilles Grapinet - Chief Executive Officer

2016 (*)

2017(*)

Related to Atos

Related to Worldline

Related to Atos Related to Worldline

Due

Paid

Due

Paid

Due

Paid

Due

Paid

(en euros)

Fixed remuneration

207,500 207,500 415,000 415,000 200,330 200,330 400,660 400,660 303,689 318,872 535,398 496,520 292,540 277,114 436,560 440,959

Variable remuneration** Exceptional remuneration

0 0

0 0

0 0

0 0

0 0

0 0

0 0

0 0

Director's fees Fringe benefits***

1,782

1,782

3,565

3,565

1,474

1,474

2,947

2,947

Other Compensation****

312

312

623

623

TOTAL 513,283 528,466 954,586 915,708 494,344 478,917 840,167 844,566 Mr. Gilles Grapinet’s compensation is determined pursuant to his employment agreement with Atos International SAS, a subsidiary of Atos SE. * The portion of his fixed compensation relating to his duties as Chief Executive Officer of the Company represents two-thirds of the total fixed compensation provided for by his employment agreement with Atos International SAS, a subsidiary of Atos SE. This portion is re-invoiced in full by Atos International SAS to the Company and is described in the above table. For the 2017 fiscal year, the variable compensation due corresponds to the variable compensation for H2 2016, payed during H1 2017. As of ** December 31, 2017, the said variable compensation has not yet been re-invoiced by Atos International to the Company. Company car. *** Company Labor Agreement benefit (vacation bonus). ****

Due variable compensation reflects amounts due for the first and second semesters of the relevant year. Paid variable compensation reflects amounts paid for the second semester of the previous year and the following first semester. Pursuant to the provisions of the so-called “Sapin 2” law, the payment of the variable compensation due for the second semester 2017 is subject to the approval of the Shareholders’ General Meeting to be held on May 24, 2018 which will validate the 2017 statements. The modalities of the recharge by Atos SE of the compensation of Mr. Gilles Grapinet related to his functions as Worldline Chief Executive Officer are described under Section G.3.2.1.2.

Depreciation and Amortization and Revenue Growth. The plan also provides for three external conditions detailed below. The features of the performance shares allocation plan are as follows: 1. Condition of attendance: Subject to certain exceptions provided for in the plan, the allocation of performance shares is conditioned on the preservation of employee or company officer status of the Worldline Group or of Atos SE or of any company affiliated to Atos SE, by the beneficiary during the acquisition period (section 3 below) in accordance with article L. 225-180 of the French Commercial Code. 2. Performance conditions: The allocation of performance shares is also subject to the achievement of the following internal and external performance conditions, calculated for the For each year 2017 (1) , 2018 and 2019, at least 2 out of 3 internal performance criteria must be met. If one criterion is not met, this criterion becomes compulsory for the following year. Internal Performance Condition n°1 : The Worldline Group Revenue Growth for 2017*, 2018 and 2019 is at least equal to one of the following two amounts: the growth rate set forth in the Company’s budget minus a ● percentage decided by the Board of Directors; or +5% growth rate in reference to the growth targets of the ● Company. three years 2017, 2018 and 2019. Internal performance conditions

Multi-year equity based compensation (Mr Gilles Grapinet)

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, during its meeting held on July 24, 2017, and upon the recommendation of the Nomination and Remuneration Committee, decided to proceed with the allocation of maximum 43,700 ordinary performance shares of the Company (taking into account a mechanism to modulate the number of shares in case of over-performance, through the application of a multiplier coefficient capped at 115%), existing or to be issued in favor of the senior officers. Performance conditions to be achieved over the three years 2017, 2018 and 2019 of the new plan relate to internal financial criteria linked to Free Cash Flow, Operating Margin before

G

For 2017, the percentage disclosed in the budget is the “Full Year B2". (1)

327

Worldline 2017 Registration Document