Worldline - 2019 Universal Registration Document

FINANCIALS Parent company financial statements

The annual amount of the supplementary pension paid under this plan to Mr. Gilles Grapinet may not exceed the difference between: 33% of the reference compensation mentioned above; ● the annual amount of his basic, supplementary and ● additional pensions. Finally, it should be noted that the benefit of the plan is subject to a condition of a minimum presence of five years on the Executive Committee of your company (i.e. since 2014 in the particular case of Mr. Gilles Grapinet). The minimum age to benefit from the plan is equal to the legal retirement age provided for in Article L.161-17-2 of the French Social Security Code. Likewise, the liquidation age of the supplementary pension is the age at which the person is able to liquidate his or her old-age pension under the general scheme at a full rate, it being specified that this age may not, in any event, be lower than that referred to in Article L.161-17-2 of the Social Security Code. It is indicated that pursuant to Law No. 2019-486 of May 22 nd , 2019 relating to the growth and transformation of companies (the "Pacte Law"), your Board of Directors, at its meeting of December 18 th , 2019, on the recommendation of the Appointments and Compensation Committee, decided to freeze the rights acquired on December 31 st , 2019, by Mr. Gilles Grapinet under the afore-mentioned plan. (ii) On the establishment of a compensatory guarantee in case of forced departure As a result of his change of status, Mr. Gilles Grapinet has lost rights previously validated, under performance conditions, during his 10 years of presence within the Atos Group, under the Atos pension plan.

In order to minimize the negative impacts affecting Mr. Gilles Grapinet due to his change of status in the context of the distribution in kind by Atos SE to its shareholders of 23.5% of the share capital of Worldline, your Company wished to implement a compensatory guarantee in the event of the forced departure of Mr. Gilles Grapinet. This compensatory guarantee is equal to the difference between the net amount of charges and social contributions: the pension due to Mr. Gilles Grapinet at ● December 31 st , 2018 pursuant to the pension plan in force within Atos SE and Atos International (i.e. EUR 291,000 gross), and the amount actually received by Mr. Gilles Grapinet ● pursuant to all of the supplementary pension plans in force within your Company. This guarantee will take, at the discretion of your Board of Directors, the form of an indemnity paid in one lump sum or a life annuity not covered by Article L.137-11 of the Social Security Code. The benefit of this commitment is subject to the fulfillment of performance conditions assessed over all of Mr. Gilles Grapinet's terms of office as Chief Executive Officer of your Company since 2014: fulfillment for more than two thirds of the years of the performance conditions allowing him to benefit from the long-term incentive plans in shares as determined by the Board of Directors (or any other conditions that it deems more relevant). No guarantee will be paid in the event of the resignation of Mr. Gilles Grapinet (except in the event of classification as a 2 nd or 3 rd category disability or death). Thus, Mr. Gilles Grapinet will not receive this guarantee if he voluntarily leaves your company to exercise his retirement rights.

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Paris-La Défense et Neuilly-sur-Seine, April 28 th , 2020

Statutory Auditors

Deloitte & Associés

Grant Thornton Membre français de Grant Thornton International Virginie Palethorpe

Véronique Laurent

299 Universal Registration Document 2019