WORLDLINE_REGISTRATION_DOCUMENT_2017

G

Corporate governance and capital Executive compensation and stock ownership

Internal Performance Condition n°2 : The Group Operating Margin before Depreciation and Amortization in the relevant year is at least equal to one of the following two amounts: 85 % of the Worldline Group Operating Margin before ● Depreciation and Amortization disclosed in the budget of the Company for the relevant year; or the Worldline Group Operating Margin before Depreciation ● and Amortization recorded in the previous year increased by 10 %. Internal Performance Condition n° 3 : The amount of the Group Free Cash Flow, before dividends and income generated from acquisitions/disposals in the relevant year, is at least equal to one of the following two amounts: 85 % of the Worldline Group Free Cash Flow set forth, ● before dividends and income generated from acquisitions/disposals in the budget of the Company for the relevant year; or the Worldline Group Free Cash Flow before dividends and ● income generated from acquisitions/disposals recorded in the previous year increased by 10 %. The indicators of Performance Conditions n°1, n°2 and n°3 will be calculated at constant currency exchange rates and consolidation scope. External Performance Conditions For each year 2017, 2018 and 2019, 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” rating (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 rating “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). Subject to the presence and performance conditions of the ● plan being achieved, the definitive allocation of performance shares may vary between 85% and 115% of the number of performance shares communicated to the Beneficiaries in the letter of grant, in case of, respectively, under-performance or over-performance of the Worldline Group during the period 2017-2019 compared to objectives defined by the Board of Directors. Acquisition periods: Beneficiaries of performance shares will acquire the shares on 24 July 2020, subject to achieving the performance conditions and the aforementioned condition of attendance until 24 July 2020. The shares thus acquired will not be subject to any holding obligation and will be immediately available for sale by their beneficiaries, subject to the « closed periods » as set by the Company according to the Insider and Confidential Information Guide, the applicable legal rules, and, for the Chief Executive Officer, the 15% retention obligation of the performance shares that may be allocated to him for the duration of his mandate.

G.3.2.5

Stock-options granted to or exercised by Senior Officers during the year – AMF Tables 4

and 5

During 2017, the senior officers were not granted any options to purchase or buy shares of Atos SE or Worldline. In addition, the Chairman did not hold any outstanding Atos SE stock-options as of January 1, 2017.

AMFTABLE 5: SUBSCRIPTIONORPURCHASEOPTIONS EXERCISEDDURINGTHE FINANCIALYEARBYEACH SENIOROFFICER Mr. Gilles Grapinet has exercised Atos SE stock-options as indicated below.

Number of options exercised during 2017

Name

N° and date of the plan

Exercise price

Gilles Grapinet

December 23, 2008 T1 December 23, 2008 T1 December 23, 2008 T2 December 23, 2008 T3 December 23, 2008 T1 December 23, 2008 T2 December 23, 2008 T3 December 23, 2008 T3

14,000

18.40 euros 18.40 euros

6,800 6,800 6,800 2,506 2,506 2,505

22 euros

26.40 euros 18.40 euros

22 euros

26.40 euros 26.40 euros

16,930

Mr. Gilles Grapinet, Chief Executive Officer, did not exercise any Worldline stock-options in 2017.

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Worldline 2017 Registration Document