Worldline - Registration Document 2016

Administrative, management and supervisory bodies and senior management Composition of management and supervisory bodies

Germany from 1993 to 2006. Arditti was a member of the Board of Directors of Worldline Communication for the Atos group, a position he still holds. Mr. Arditti became head of Investor Relations and Financial CFO for France, Germany and Central Europe. In 2007, Mr. Finance and Human Resources for Atos Origin in France, and successively, Director of Mergers and Acquisitions, Director of KPMG, he joined Atos in 1990, where until 2004 he was, certified public accountant. After six years at Bull and four at Techniques Industrielles et des Mines d’Alès (ENSTIMA) and is a an engineering degree from the École Nationale Supérieure de des Hautes Études de Commerce (HEC) in Paris. He also holds Dauphine and a masters in international finance from the École Gilles Arditti holds a master in finance from the Université de currently head of Business & Platform Solutions at Atos. Systems Integration, including head of Profit Centers. She is Integration. Prior to that, she had occupied various positions in had been Senior Vice President in charge of Systems charge of Private Sector Markets, and from 2007 to 2009 she Beginning in 2009, she had been Senior Vice President in has served as head of the United Kingdom and Ireland entities. acquisition of KPMG Consulting. Since the beginning of 2012, she Ursula Morgenstern joined Atos in 2002 at the time of the 2010. member for several corporations and non-profit entities since high-yield bond market. Ms. Tolson has been an active Board manager and then senior vice president, specializing in the management organizations, successively as an analyst, portfolio Companies, Inc., one of the world’s largest investment Company (Capital Research), a subsidiary of The Capital Group April 1990 to June 2010, Ms. Tolson worked at Capital Research investments in media and entertainment companies. From in 1988 as an Investment Officer, managing private equity 1984, and then joined Aetna Investment Management Company as a corporate finance analyst at Prudential-Bache Securities in Harvard Business School in 1988. Ms. Tolson started her career 1984 with a BA in economics and earned an MBA degree from Susan M. Tolson graduated cum laude from Smith College in started his career in 1993 as an engineer at the French Ministry Nationale Supérieure des Techniques Avancées (Ensta) and Luc Rémont graduated from École Polytechnique and École

at Schneider Electric. the position of Executive Vice President International Operations France between July 2014 and April 2017. Since then, he holds Electric, where he served as President of Schneider Electric France beginning in 2009. In April 2014, he joined Schneider America Merrill Lynch Corporate and Investment Banking for Banking (which he recently left), where he was head of Bank of Minister of Finance. In 2007, he joined Merrill Lynch Investment served as technical advisor and then deputy chief of staff of the interests in transportation companies. From 2002 to 2007, he EBRD) before representing the French State’s shareholding international development banks (including the World Bank and was responsible for the French Treasury’s relations with French Ministry of Economy, Finance and Industry. Initially, he of Defense. From 1996 to 2007, he held several positions at the of Directors (non-executive) of Andersen Worldwide (2000) and Directors of Andersen Worldwide (1996), Chairman of the Board financial advisory France (1993-1996), member of the Board of consultant, partner (1989), Chief Executive Officer audit and held several successive positions at Arthur Andersen, including Law and is a Certified Public Accountant. From 1979 to 2003, he companies. Since 2003, he has served as a Director of French and foreign Chief Executive Officer of Andersen Worldwide (2002-2003). Commerce de Paris and holds a Master’s Degree in Business Aldo Cardoso is a graduate of the École Supérieure de members of the Board (i.e. one-third), are considered as AFEP-MEDEF Code. On this basis, three out of the nine each of its members, on the basis of criteria determined by the Compensation Committee, reviewed the independent status of relying on the preliminary work of the Nomination and The Board of Directors, during its meeting of February 15, 2017, particular, the Audit Committee and the Nomination and recommendations for companies that are controlled. In independent, in conformity with the AFEP-MEDEF Director. Compensation Committee are both chaired by an Independent Reviewof the Directors’ independence

14

Senior management

14.1.3

within the Atos group in the event that he ceases to be CEO of

In accordance with article 22 of the Company’s bylaws, the Chairman of the Board of Directors and Chief Executive Officer Board of Directors has decided to separate the positions of

Worldline).

the financial statements for the year ending December 31, 2016. the Company’s Annual Shareholders’ Meeting called to approve April 30, 2014 for a term of three years, to expire at the close of He was appointed to the position of CEO of the Company on managing the Company. Chief Technology Officer, devotes two-thirds of his time to President and three global business line Directors, including a the CEO of the Company, assisted by a Senior Executive Vice following the listing of the Company’s shares on Euronext Paris: was put in place for a period of approximately 18 months In order to ensure a smooth transition, the following structure

of the Company.

Mr. Thierry Breton serves as Chairman of the Board of Directors.

CEO of the Company (or other comparable responsibilities Worldline subsidiary), and second, that he will assume the role of Functions (other than in respect of the financial control over the President of the Atos group in charge of coordination of Global provides, first, that he will serve as Senior Executive Vice an employment agreement with an Atos SE affiliate that Mr. Gilles Grapinet serves as the Company’s CEO. He is party to

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Worldline 2016 Registration Document