Worldline - 2019 Universal Registration Document

E

FINANCIALS Parent company financial statements

(i) On the implementation of a defined benefit pension plan Gilles Grapinet was eligible for the defined benefit pension plan applicable, under certain conditions, to the members of the Executive Committee of the Atos Group. Your Company had undertaken to assume the acquisition of the Atos supplementary pension rights corresponding to the period of exercise of Mr. Gilles Grapinet's functions as Chief Executive Officer of your Company, taken into account within the limit of two thirds corresponding to the allocation of the portion of his activity dedicated to the general management of your Company, pursuant to an agreement dated July 29 th , 2014. Your Company has agreed to maintain the benefit of such a plan for the benefit of Mr. Gilles Grapinet. The acquisition of rights under the supplementary pension plan is subject to performance conditions determined annually by the Board of Directors, which may in particular refer to the performance conditions contained in the stock option or performance share plans or to any other condition that it deems more relevant. Your Board of Directors verifies annually, prior to the ordinary general meeting called to approve the financial statements for the last financial year ended, compliance with the conditions provided for and determines the increase, in respect of said financial year, of the conditional rights benefiting Mr. Gilles Grapinet. Full calendar quarters will only be taken into account in determining the amount of the supplementary pension if they relate to a year in which the performance conditions determined by the Board of Directors have been met. Only the seniority acquired in respect of the rights that your Company has undertaken to assume is taken into account in the determination of Mr. Gilles Grapinet's supplementary pension benefit (i.e. 12.67 quarters as at February 1 st , 2019). In addition, the allocation of a supplementary pension assumes that at least two thirds of the years have been validated in terms of performance conditions during the period of Mr. Gilles Grapinet's membership in the Executive Committee of your Company in the exercise of his various offices (i.e., since 2014). The annual amount of the supplementary pension amounts, subject to the conditions mentioned above, to 0.625% of the reference salary per full calendar quarter of seniority recognized within the plan, as in the plan from which the person concerned previously benefited. The reference salary is the average of the last sixty monthly salaries multiplied by twelve. For the determination of this reference remuneration, only the following are taken into account: the basic salary of the executive director; ● the annual target bonus actually paid to the executive ● director, to the exclusion of any other form of variable compensation. This annual bonus is taken into account within the limit of 130% of the basic salary.

the absence of organisation costs;

●

the joint intellectual property rights on the documents ● resulting from the meetings of these communities; protection in the form of patents, in the case of joint ● intellectual property rights, for the benefit of the depositary of the patent and a license for the other party; the contribution, on request, of experts to the "pre-sale" ● activities of the other Party in return for the payment of predefined annual amounts calculated on a man-day basis as well as travel expenses invoiced in euro; principles governing potential future joint investments. ● c) In the area of human resources The Global Alliance Agreement provides for simplified mobility between the companies of the Worldline Group and the Atos Group (in compliance with applicable legal provisions). In this respect, it is noted that job offers will be published by Worldline and Atos. Mobility is subject to compliance with a specific procedure agreed between the two groups. The mobility of key employees will be subject to formal approval by the management of each of the two groups. In addition, the Global Alliance Agreement provides for the possibility for each partner to involve its employees in certain development programs of the other partner and to organize networking activities for talents and experts. d) In the area of procurement The Global Alliance Convention organizes the implementation of transitional agreements in order to avoid as much as possible desynergies. It also governs joint purchasing arrangements, in compliance with competition law and subject to each supplier's own policies, through the implementation of appropriate structures (resale agreement, partnership agreement, joint venture, etc.). Commitments approved in prior years In addition, further to the information provided to us by the Chairman of your Board of Directors, we bring to your attention the following commitments made in favour of Mr. Gilles Grapinet, Chief Executive Officer and then Chairman and Chief Executive Officer of your company as of October 24 th , 2019, which corresponded to regulated commitments governed by Articles L.225-42-1 of the French Commercial Code in force prior to Order no. 2019-1234 of November 27 th , 2019 and which have already been approved by the Shareholders' Meeting. Your Board of Directors, meeting on March 15 th , 2019, authorized the commitments made in favour of Mr. Gilles Grapinet relating, on the one hand, to the implementation of the supplementary defined-benefit pension plan from which he previously benefited and, on the other hand, to the implementation of a compensatory guarantee in the event of his forced departure.

298

Universal Registration Document 2019