Worldline - Registration Document 2016

Employees Employee Shareholding Plans and Long-Term Incentive Plans

Employee Shareholding Plans and Long-Term 17.3 Incentive Plans [GRI 102-37]

Employee Shareholding Plans

17.3.1

2014. Boost 2015 was launched on December 4, 2015, pursuant this Plan, please refer to the Reference Document regarding (“Boost”) took place on November 20, 2014. For a description of The launch of the Worldline first employee shareholding plan

regarding 2015. description of this Plan, please refer to the Reference Document Meeting on May 28, 2015 under the 17 th resolution. For a to the authorization granted by the General Shareholders’

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Long-Term Incentive Plans [GRI 102-28] and [GRI 102-37]

17.3.2

Directors. stock-options plans, which were not offered to any Executive In 2016, Worldline implemented its third and fourth held on July 25, 2016 to grant ordinary performance shares of Committee, the Board of Directors decided during its meeting Upon recommendation of the Nomination and Compensation 2016 performance shares plan, as well as the historical data on key-talents of Worldline, including the CEO. The conditions of the the Company, existing or to be issued, to the Top Managers and CEO are detailed under Section 9 of the Reference Document. the grant of performance shares or stock-options granted to the equensWorldline Board of Directors. shares plan exclusively in favor of the members of the Early 2017, Worldline implemented an ordinary performance

the CEO. such LTI plans are mostly Top Managers of the Group, including notably through Long-Term Incentive plans. Beneficiaries of with the long-term performance and results of the Company, Worldline is strongly committed to associating its employees In order to reward and retain key-talents and top managers, and 2015, respectively approved by the Worldline Board of Worldline implemented its two first stock-options plans in 2014 detailed below. The performance conditions applicable to these plans are also refer to the Reference Documents relating to 2014 and 2015. held on June 13, 2014. For a description of these Plans, please accordance with the 18 th resolution of the shareholder meeting Directors of September, 3 rd 2014 and July 27, 2015, in the Company strategy. plans based on performance criteria reflecting the key factors of Committee, the Board of Directors decided to implement new Upon recommendation of the Nomination and Compensation

Grant of stock subscription or purchase options

17.3.3

according to the Guide for the Prevention of Insider Trading. compliance with the “closed periods” as set by the Company resolution of the shareholder meeting held on June 13, 2014, to Board of Directors on July 25, 2016 in accordance with the 18 th A fourth stock-options plan was approved by the Worldline August 16, 2016 (being the date of grant set by the Board of key-talents. 45,000 stock-options Worldline were issued on reward and retain two new hired employees considered as and August 15, 2026 included (with some exceptions provided exercised during the Exercise Period, i.e. between May 25, 2018 the conditions below are met, the stock-options can only be Directors). The stock-options will vest on May 25, 2018. Provided Insider Trading. by the Company according to the Guide for the Prevention of in the Plan Rules), in compliance with the “closed periods” as set

Please refer to Chapter 9 of the Reference Document regarding are detailed. “Options”) and performance shares plans, where previous grants stock subscription or purchase options Plans (“stock-options” or held on June 13, 2014. 196,000 stock-options Worldline were accordance with the 18 th resolution of the shareholder meeting Worldline Board of Directors on February 22, 2016 in implemented its third stock-options plan, approved by the issued on May 25, 2016 (being the date of grant set by the Board In order to reward and retain identified key-talents, Worldline vest on May 25, 2018. Provided the conditions below are met, of Directors) in favor of 52 beneficiaries. The stock-options will (with some exceptions provided in the Plan Rules), in Period, i.e. between May 25, 2018 and May 24, 2026 included the stock-options can only be exercised during the Exercise

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Worldline 2016 Registration Document