Worldline - Registration Document 2016

15

Compensation andBenefits of Directors and Senior Executives Executive Compensation

The Board of Directors, upon proposal of the Nomination and Compensation Committee, decided to renew for the 2017 fiscal year the same envelope for Directors’ fees and principles for allocating them, and submitted to the voting of the next Company’s shareholders meeting a resolution in that regard (see Section 21.1.2.1 “Authorization granted by the Shareholders’ Meeting of May 24, 2017”, of this Registration Document).

Company’s CEO as described in Section 9. other remuneration from the Company in 2016 in their capacity of Director of the Company, with the exception of the The members of the Board of Directors did not receive any

2016

2015

Paid

Due

Paid

Due

(in euros)

Aldo Cardoso Luc Rémont

42,000 36,500 27,125

41,500 35,500 40,000

20,400 18,900 13,755

42,000 36,500 38,750

Susan M. Tolson Gilles Arditti Thierry Breton Charles Dehelly Gilles Grapinet Ursula Morgenstern Michel-Alain Proch

- - - - - -

- - - - - -

- - - - - -

- - - - - -

Total

105,625

117,000

53,055 117,250

Directors’ fee related to the year ended December 31, 2016 will be paid in 2017.

Executive Compensation 15.2

Principles of the compensation of the Executive Directors

15.2.1

15.2.1.1

15.2.1.2

Principles governing the

Principles governing the

compensation of Mr. Thierry Breton – Chairman of the Board of Directors

compensation of Mr. Gilles Grapinet – Chief Executive Officer

Director of the Company ends at the close of the Annual Mr. Gilles Grapinet was appointed CEO on April 30, 2014, the date on which the Company was converted into a limited liability corporation (société anonyme), for the duration of his term as a Director. Prior to such date, he had been Chairman of the simplified stock company since July 31, 2013. His term as a Shareholders’ Meeting that will take place in 2017 to approve the financial statements for the 2016 fiscal year. Mr. Grapinet did not receive any compensation for his position with the Company in 2013. Mr. Gilles Grapinet’s compensation is determined pursuant to his employment agreement with Atos International SAS, a subsidiary of Atos SE, for an unlimited duration. This employment agreement remains in effect after the listing of the Company’s shares on Euronext Paris. The portion of his fixed for by his employment agreement with Atos International SAS, a subsidiary of Atos SE. This portion is re-invoiced in full by Atos International SAS to the Company. compensation relating to his duties as CEO of the Company represents two-thirds of the total fixed compensation provided

Mr. Thierry Breton was appointed Chairman of the Board of Directors on April 30, 2014, the date on which the Company was converted into a limited liability corporation (société anonyme), for the duration of his term as a Director. Prior to such date, he had been Chairman of the Supervisory Board of the simplified stock company since July 31, 2013. His term as a Director of the Company ends at the close of the Annual Shareholders’ Meeting that will take place in 2017 to approve the financial statements for the 2016 fiscal year. Mr. Breton did not receive any compensation for his position with the Company in 2013 and in 2014. In accordance with the decision of the Board of Directors of April 30, 2014, Mr. Breton will receive no compensation in his capacity as Chairman of the Company’s Board of Directors. Mr. Breton does not receive Directors’ fees in his capacity as a member of the Board of Directors. Mr. Breton will not receive any severance or compensation under a non-compete clause in the event of termination from the Company.

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Worldline 2016 Registration Document