Worldline - Registration Document 2016

Compensation andBenefits of Directors and Senior Executives Executive Compensation

a variable compensation, subject to performance conditions, ● annual target being equal to € 480,000, with a maximum payment capped at 130% of the target variable compensation in case of over-performance and no

The portion of the fixed and variable compensation of Mr. Gilles Grapinet relating to his duties within the Atos Group is increased under the same proportion. The benefits in kind remain unchanged. 2016, the so-called “Sapin 2” law, a resolution including the principles and criteria for setting, allocating, and granting the fixed, variable, long-term and exceptional elements making up the total compensation and all fringe benefits of the Executive Director will be submit to the shareholders’ vote, during the next Annual General Meeting of the Company. In accordance with the provisions of the law of December 9, The re-charging conditions of the compensation of Mr. Gilles Grapinet relating to his duties of Company CEO, by Atos SE, remain unchanged.

minimum payment.

The performance objectives remain set and reviewed on a half-year basis and fully aligned with the Company Ambitions, as they are regularly presented to the shareholders.

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Summary of the Compensation, Stock-Options and Performance Shares granted to the Executive Directors – AMF Table 1

15.2.3

2016

2015

(in €)

Related to Atos 3,013,729

Related to Worldline

Related to Atos 2,799,533

Related to Worldline

Thierry Breton – Chairman

Due remuneration for the relevant year Value of options granted during the year

- - - -

- - - -

-

-

Value of Performance Shares granted during the year

2,456,445

2,142,282

Total

5,470,174

4,941,815

Group in 2016, have been valued based on fair value as determined pursuant to IFRS 2 standard retained for the consolidated financial statements. General Meeting held on May 26, 2016 (20 th resolution), after modulation according to the effective performance of the Atos

As a reminder, performance shares granted by the Atos Board of Directors to the Atos Chairman and CEO, on July 28, 2015 according to the authorization granted by the Atos shareholders’ Combined General Meeting held on May 27, 2014 (22 nd resolution), and on July 26, 2016, according to the authorization granted by the Atos shareholders’ Combined

2016

2015

(in €)

Related to Atos

Related to Worldline

Related to Atos

Worldline Related to 827,797 363,670

Gilles Grapinet – CEO

Due remuneration for the relevant year Value of options granted during the year

494,344

840,167

442,801

-

-

-

Value of Performance Shares granted during the year

365,099

646,643

355,823

-

Total

859,443 1,486,810 798,624 1,191,467

As a reminder, performance shares granted by the Atos Board of Directors to the Company CEO, on July 28, 2015 according to the authorization granted by the Atos shareholders’ Combined General Meeting held on May 27, 2014 (22 nd resolution), and on July 26, 2016, according to the authorization granted by the Atos shareholders’ Combined General Meeting held on May 26, 2016 (20 th resolution), after modulation according to the effective performance of the Atos Group in 2016, have been valued based on fair value as determined pursuant to IFRS 2 standard retained for the consolidated financial statements.

(18 th resolution), as well as the performance shares granted on July 25, 2016 according to the authorization granted by the Company shareholders’ Combined General Meeting held on May 26, 2016 (23 rd resolution) have been valued based on fair value as determined pursuant to IFRS 2 standard retained for the consolidated financial statements. Regarding the performance shares granted on July 25, 2016, a multiplier coefficient of 100% has been taken into account to calculate the number of performance shares granted to the CEO during the concerned period. Similarly, the Worldline Stock-Options granted by the Worldline Board of Directors to the Company CEO, on September 1, 2015 according to the authorization granted by the Company shareholders’ Combined General Meeting held on June 13, 2014

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Worldline 2016 Registration Document