Worldline - Registration Document 2016

15

of Directors and Senior Executives Compensation and Benefits

15

Director’s fees 15.1

131

Performance shares granted to Executive 15.3.3

Directors during the year – AMF Table 6 139

Executive Compensation 15.2

132

Performance shares that have become 15.3.4 available during the year for the Executive Directors – AMF Table 7 options (up to December 31, 2016) – AMF Table 8 Past awards of subscription or purchase 15.3.5 Stock-options granted to the top ten 15.3.6

Executive Directors Principles of the compensation of the 15.2.1 Grapinet – CEO Elements of the compensation of Mr. Gilles 15.2.2

132

140

134

Summary of the Compensation, 15.2.3

140

Table 1 granted to the Executive Directors – AMF Stock-Options and Performance Shares – AMF Table 2 subsidiaries and the companies controlling it Compensation, paid by the Company, its 136 Stock-Options and Performance Shares Plans 15.3 granted to Executive Directors 137 Terms and conditions of the performance 15.3.1 shares plan decided on July 25, 2016, of which the CEO is one of the beneficiaries 137 Stock-options granted to or exercised by the 15.3.2 Executive Directors during the year – AMF Tables 4 and 5 139 135 Summary of the Executive Directors 15.2.4

employees who are not company officers, and options exercised by the ten employees with the highest number of options purchased or subscribed – AMF Table 9 141

Past grants of Performance Shares – AMF 15.3.7 Table 10 Fringe benefits of the Executive Directors – 15.4 AMF Table 11 Compliance of the total Executive Director 15.5 Compensationwith the recommendations of the AFEP-MEDEF Code Amount of Provisions Made or Recorded 15.6 by the Company or by its Subsidiaries for the Payment of Pensions, Retirement Plans or Other Benefits

141

142

143

143

Director’s fees [GRI 102-35] and [GRI 102-36] 15.1

The Chairman of the Board of Directors and the other members designated upon the proposal of Atos SE do not receive any Directors’ fees in their capacities as Directors of the Company. In accordance with the resolution adopted at Worldline shareholders meeting dated May 26, 2016, the 2016 envelope for Directors’ fees was set at € 150,000. The principles for allocating Directors’ fees are determined by the Board of Directors, upon proposal of the Nomination and Compensation Committee. For 2016, the fees were distributed on the basis of the following principles:

for the Board of Directors: a fixed remuneration of € 20,000 ● per Director plus a variable fee of € 1,000 per meeting (remuneration is based on the attendance to the Board meetings); for the Committees: remuneration is based on the ● attendance to the meetings: € 1,500 per meeting for the Chairman of the said Committee and € 750 per meeting for

each member of the Committee.

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Worldline 2016 Registration Document