Worldline - Registration Document 2016

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Employees Employee Shareholding Plans and Long-Term Incentive Plans

detailed below: the prior stock-options plans offered by the Company and are The performance conditions of the above plans are aligned with

opening share prices preceding the grant date, increased by 5%. two plans corresponds to the average of the 20 Worldline The exercise price of the stock-options granted under the above stock-options plans of May 25 and August 16, 2016. The Executive Directors are not benefitting from the above two

Performance Conditions

Plan of 09/03/2014

Plan of 09/01/2015 Plan of 05/25/2016 Plan of 08/16/2016

amounts: Group Free Cash Flow , before dividends at least equal to one of the following two acquisitions/disposals in the relevant year, is and income generated from two amounts: year is at least equal to one of the following Depreciation and Amortization in the relevant And Group Operating Margin before amounts: at least equal to one of the following two And Group Revenue for the relevant year is linked to Environmental and Social And External Performance Condition Responsibility

generated from acquisitions/disposals in the budget of the Company for the relevant (i) 85% of the Worldline Group Free Cash Flow set forth, before dividends and income year; or acquisitions/disposals recorded in the previous year increased by 10%. (ii) the Worldline Group Free Cash Flow before dividends and income generated from Amortization disclosed in the budget of the Company for the relevant year; or (i) 85% of the Worldline Group Operating Margin before Depreciation and recorded in the previous year increased by 10%. (ii) the Worldline Group Operating Margin before Depreciation and Amortization minus a percentage defined by the Board of Directors; or (i) the growth rate set forth in the Company’s budget for the corresponding year (ii) the annual growth rate in reference to the growth targets of the Company.

2015. (previously GRI A) for “Comprehensive” rating GRI G4 GRI B for 2014 and requirement of previous Worldline must fulfill the

“Comprehensive” (previously GRI A) each relevant year. Worldline must fulfill the requirement of GRI G4

2014 and 2015

2015 and 2016

2016 and 2017

Concerned years

Vesting % in case of presence of the beneficiary on the vesting date

05/25/2016 and 08/18/2016 Plans of 09/03/2014, 09/01/2015,

relevant years (if one condition is not met in the first year, the same condition will become 100% if at least two of the three internal performance conditions are met for each of the otherwise. condition related to the Company’s Environmental and Social Responsibility is met. 0% compulsory for the following year) and if, for each of the relevant years, the performance

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Worldline 2016 Registration Document