Worldline - Registration Document 2016

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

Stock-options granted to or exercised by the Executive Directors

15.3.2

during the year – AMF Tables 4 and 5

during 2016. 2016. The CEO did not exercise any Atos SE stock-options purchase or buy shares of Atos SE. In addition, the Chairman did not hold any outstanding Atos SE stock-options as of January 1, During 2016, the Directors were not granted any options to

Worldline SA in 2016. No options were granted to the Executive Directors by Mr. Gilles Grapinet, Company CEO, did not exercise any Worldline stock-options in 2016.

15

AMF Table 6 Performance shares granted to Executive Directors during the year –

15.3.3

the year. The below table shows the performance shares granted to the Executive Directors, and in particular those granted during Pursuant to the authorization granted by the Worldline Shareholders’ General Meeting held on May 26, 2016 (23 rd resolution), the Board of Directors, during its meeting held on July 25, 2016, upon recommendation of the Nomination and

Document. performance shares” section. Performance conditions related to the various Atos plans are summarized in the Atos SE Reference beneficiaries of this grant. Performance conditions related to this Worldline plan are summarized in the “Past grants of performance shares. The Worldline CEO is one of the Compensation Committee, decided the free grant of

(in €) 2 Share valuation

Related to Plan Date

Number of shares Vesting Date

Availability Date

December 22, 2013 December 22, 2015 1 926,957

Atos

December 22, 2011 32,500 December 22, 2011 32,500

Breton Mr. Thierry Chairman

March 17, 2014 March 17, 2016 1

913,680

July 24, 2013 July 28, 2014 July 28, 2015 July 26, 2016

45,000 46,000 55,000 54,700 3

July 24, 2015 July 28, 2016

July 24, 2017 1 July 28, 2018 1

2,250,773 1,543,058 2,142,282 2,456,445

January 2, 2018 January 2, 2020 1

July 26, 2019 Not applicable

July 26, 2019 1

Worldline

Atos

December 22, 2011 16,250 December 22, 2011 16,250

December 22, 2013 December 22, 2015 463,479 March 17, 2014 March 17, 2016 456,840

Grapinet Mr. Gilles CEO

July 24, 2013 July 28, 2014 July 28, 2015 July 26, 2016

22,500 6,666 9,200 8,130 3 38,000 4

July 24, 2015 July 28, 2016

July 24, 2017 July 28, 2018

1,125,386

223,609

January 2, 2018 January 2, 2020 358,345

July 26, 2019 July 25, 2018

July 26, 2019 July 25, 2019

365,099 646,643

Worldline July 25, 2016

The Atos SE Chairman and CEO is subject to a conservation obligation for the duration of his mandate of: 1 25% of the performance shares vested in respect of the plan dated December 22, 2011; ● 15% of the performance shares vested in respect of the plans dated July 24, 2013 and July 28, 2014; ● 15% of the performance shares which might be vested in respect of the plans dated July 28, 2015 and July 26, 2016. ● Valuation of the shares at their grant date, pursuant to the application of the IFRS 2, after taking account of any discount related to performance 2 criteria and the probability of presence in the Atos Group after the vesting period, but before spreading the load under IFRS 2 throughout the vesting period. As from 2014, a probability of realization of the performance criteria has been included by Atos and Worldline. Actual grant according to the modulation rules established by the Atos SE Board of Directors for the Executive Director and the members of the Atos 3 Group General management (refer to G.4.3.1 of the Atos SE Reference Document for further details). Theoretical grant taking into account the application of a multiplier coefficient equal to 100% (see below for further details). 4

139

Worldline 2016 Registration Document