Worldline - Registration Document 2016

15

Compensation andBenefits of Directors and Senior Executives Executive Compensation

The Board of Directors, during its meeting on December 12, 2016, implemented the principle of competiveness by basing its decision of setting the CEO compensation applicable in future years, on comparisons with international references of the payment sector, taking into account the Company size increase since 2011 (Company initial public offering; major acquisitions realized in 2016; increase of about 50% of the market

capitalization since the IPO); this benchmarking outlined the consistency between the Company’s performance and the resulting financial recognition for the CEO. Those references are European payment companies having a business profile similar to that of Worldline on a combination of criteria (revenue, EBITDA, geographical presence, number of employees).

Elements of the compensation of Mr. Gilles Grapinet – CEO

15.2.2

For the 2016 year

objectives for the second-half of the year on the basis of the “Full Year Forecast 2” approved in July. Regarding the 2016 year, the nature and weighting of each indicator of the variable on-target bonus of the CEO are the following: Worldline Revenue Organic Growth (40%), ● Worldline Operating Margin before Depreciation and ● Amortization (30%), Worldline Free Cash Flow before equity changes, ● dividends paid to shareholders, and acquisitions/disposals (30%); ● recommendations of the AFEP-MEDEF, and with consideration of market practices documented in the Registration Documents of CAC 40 companies, the Board of Directors ensured that compensation in the form of options and shares valued in accordance with IFRS standards, does not represent a disproportionate percentage of the CEO’s The CEO equity based compensation is subject to achieving several demanding performance conditions determined by the Board of Directors, whether internal or external, and based on financial criteria (such as OMDA, Free Cash Flow and Revenue Growth) and corporate social responsibility objectives of the Company; Benefits in kind granted to the CEO since his appointment ● remained unchanged. Mr. Gilles Grapinet does not receive any Director’s fees in his capacity as CEO of the Company. Mr. Gilles Grapinet will not receive any severance or compensation under a non-compete clause in the event of termination from the Company. total compensation. Equity based compensation : according to the

The elements of the compensation of Mr. Gilles Grapinet relating to his duties of Company CEO include: a total compensation in cash which is composed of: ● a fixed annual compensation of € 400,000, ● a variable compensation, subject to performance ● conditions, whose annual target is set at € 400,000, with a maximum payment capped at 130% of the target variable compensation in case of over-performance and no minimum payment. A curve applies to each financial indicator intervening in the calculation of the variable remuneration of Mr. Gilles Grapinet. Each curve provides the following: i. A threshold which is specific to each indicator and associated to a certain level of payout; and ii. A maximum associated to a payout limited at 130%. Between the threshold and maximum achievement, the curve is linear. The External Revenue criterion counts for 40% in the total variable remuneration of Mr. Gilles Grapinet; the two other criteria OMDA and Free Cash Flow count for 30% each. The maximum payout is therefore limited to 130% of the on target bonus for the concerned period. In order to monitor Company’s performance more closely and establish a proactive way to support its strategic plan, the performance objectives for the CEO are set and reviewed on a half-year basis. As a consequence, the variable compensation is paid every 6 months (usually in February or March, for the semester’s bonus). Thus, due remuneration reflects amounts due for the first and second semesters of the relevant year; and paid remuneration reflects amounts paid for the second semester of the previous year and the following first semester. regularly presented to the shareholders. Thus, objectives for the The variable compensation of the CEO is conditional, based on clear and demanding operating performance criteria exclusively related to quantitative and financial objectives. The objectives are fully aligned with the Company Ambitions, as they are payment of the second semester of the previous year’s bonus, and in August for the payment of the current year first first-half of the year are set on the basis of the Company’s budget approved by the Board of Directors in December and

As fromJanuary 1, 2017

Nomination and Compensation Committee the following evolutions of the total compensation in cash of Mr. Gilles Grapinet relating to his duties of Chief Executive Officer of the Company, as from January 1, 2017: On the occasion of the new Worldline three-year 2017-2019 strategic plan, in line with the three-year Atos “Ambition 2019” plan, recently submitted to the investors, the Board of Directors decided on December 12, 2016, upon recommendation of the

a fixed annual compensation of € 415,000; ●

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Worldline 2016 Registration Document