Worldline - Registration Document 2016

Employees Employee Shareholding Plans and Long-Term Incentive Plans

Grant of Company Performance Shares

17.3.4

performance conditions triggering the application of a multiplier account an over-performance of the internal and non-financial coefficient of maximum 115%). in the plan rules. A maximum of 263,925 performance shares applicable in case of over-performance in the conditions defined and 2019. A multiplier coefficient of maximum 115% will be non-financial performance conditions to be met in 2017, 2018 were allocated at grant date on January 2, 2017 (taking into performance conditions relating to equensWorldline and period defined in the plan rules, as well as to internal equensWorldline Board of Directors during the acquisition The allocation is subject to a condition of attendance within the 2017 targets which were known at the end of December 2016. 2017-2019 period and allow in addition to take into account the strategic three-year plan of the Company covering the performance conditions of the plan are aligned with the (on September 30, 2016). For the remaining, the above following the closing of the transaction with equensWorldline the closed periods relating to the grant of performance shares 2016 but was postponed to January 2, 2017 to take into account The grant date was initially planned during second semester

July 25, 2016, and upon the recommendation of the Nomination resolution), the Board of Directors, during its meeting held on months, by the Combined General Meeting of May 26, 2016 (23 rd In connection with the authorization granted, for thirty-eight key-talents, including the Chief Executive Officer. to be issued in favor of the Worldline first managerial lines and application of a multiplier coefficient capped at 115%), existing or the number of shares in case of over-performance, through the the Company (taking into account a mechanism to modulate allocation of maximum 416,614 ordinary performance shares of and Compensation Committee, decided to proceed with the Document. This Plan is detailed under Section 9 of the Reference members of the equensWorldline Board of Directors. shares of the Company existing or to be issued in favor of the allocation, as from January 2, 2017, of ordinary performance and Compensation Committee, decided to proceed with the July 25, 2016, and upon the recommendation of the Nomination resolution), the Board of Directors, during its meeting held on months, by the Combined General Meeting of May 26, 2016 (23 rd In connection with the authorization granted, for thirty-eight The Worldline Executive Directors are not eligible to this management team of the equensWorldline company. performance shares plan solely reserved to the operational

17

Stock-Options plans and Performance Shares plans of the Company Achievement of the performance conditions relating to the

17.3.5

May 15, 2016 and the options are exercisable since then. The stock-options plan dated September 3, 2014 vested on the performance conditions were achieved for each of the years Regarding the stock-options plan dated September 1, 2015 ,

this plan remains subject to the achievement of the 2016 2015 and 2016. The acquisition of the stock-options in respect of presence condition on the acquisition date, on May 15, 2017. external performance condition as well as the completion of the

Criterion completion Worldline Revenue Growth

YES 2016 YES 2016 YES 2016 YES 2016

YES 2015 2015 YES YES 2015 2015 YES

Criterion completion Worldline OMDA

Worldline Free Cash Flow Criterion completion

External Condition linked to Environmental and Social Responsibility Criterion completion*

Achievement of the performance conditions

YES

for its Corporate Responsibility Integrated Reports. In 2016, for the third consecutive year, Worldline received the highest ranking of the Global Reporting Initiative – the GRI G4 comprehensive rating – *

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Worldline 2016 Registration Document