Worldline - Registration Document 2016

Compensation andBenefits of Directors and Senior Executives Stock-Options and Performance Shares Plans granted to Executive Directors

Stock-Options and Performance Shares Plans 15.3 granted to Executive Directors

with the long-term performance and results of the Company, notably through Long-Term Incentive plans. Beneficiaries of Worldline is strongly committed to associating its employees such LTI plans are mostly the first managerial lines of Worldline, including the CEO. the Company strategy. Committee, the Board of Directors decided to implement new plans based on performance criteria reflecting the key factors of Upon recommendation of the Nomination and Compensation the Company, existing or to be issued, to the Worldline first Committee, the Board of Directors decided during its meeting held on July 25, 2016 to grant ordinary performance shares of Upon recommendation of the Nomination and Compensation

stock-options to the Chairman and CEO by Atos and the Company are detailed below. conditions of the 2016 performance shares plan, as well as the historical data on the previous grants of performance shares or implemented its third and fourth stock-options plans, which are not offered to any Directors. Early 2017, Worldline implemented Finally, in order to reward and retain key-talents, Worldline managerial lines and key-talents, including the CEO. The company. These plans are detailed below. These plans are described in Section 17 of the Registration Document. an ordinary performance shares plan exclusively in favor of the operational management team of the equensWorldline

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Terms and conditions of the performance shares plan decided on July 25, 2016, of which the CEO is one of the beneficiaries

15.3.1

internal and external performance conditions, calculated for the two years 2016 and 2017. B. Performance condition : The allocation of performance shares is also subject to the achievement of the following

to be issued in favor of the Worldline first managerial lines and key-talents, including the Chief Executive Officer. the number of shares in case of over-performance, through the application of a multiplier coefficient capped at 115%), existing or allocation of maximum 416,614 ordinary performance shares of the Company (taking into account a mechanism to modulate July 25, 2016, and upon the recommendation of the Nomination and Compensation Committee, decided to proceed with the months, by the Combined General Meeting of May 26, 2016 (23 rd resolution), the Board of Directors, during its meeting held on In connection with the authorization granted, for thirty-eight for three external conditions detailed below. Performance conditions to be achieved over the two years 2016 and 2017 of the new plan relate to internal financial criteria linked to Free Cash Flow, Operating Margin before Depreciation and Amortization and Revenue Growth. The plan also provides The features of the performance shares allocation plan are as follows: A. Condition of attendance : Subject to certain exceptions provided for in the plan (such as for instance death or the Worldline Group or of Atos SE or of any company affiliated with Atos SE, by the beneficiary during the vesting period incapacity), the allocation of performance shares is conditioned on the preservation of employee or corporate officer status of (section below) in accordance with article L. 225-180 of the

Internal performance conditions

performance criteria must be met. If one criterion is not met, this criterion becomes compulsory for the following year: For each year 2016 and 2017, at least 2 out of 3 internal Performance condition n°1: ● The amount of the Worldline Group Free Cash Flow, before dividends and income generated from acquisitions/disposals in the relevant year, is at least equal to one of the following two amounts: 85% of the Worldline Group Free Cash Flow set forth, ● before dividends and income generated from acquisitions/disposals in the budget of the Company for the relevant year, or the Worldline Group Free Cash Flow before dividends and ● income generated from acquisitions/disposals recorded in the previous year increased by 10%;

French Commercial Code.

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Worldline 2016 Registration Document