Worldline - Registration Document 2016

Additional Information Share Capital and other information subject to shareholder’s approval

ELEMENTSOFTHE COMPENSATIONDUEORAWARDEDATTHE ENDOFTHE CLOSEDFINANCIALYEARTOMR. GILLES GRAPINET, CEO, SUBMITTEDTOTHE SHAREHOLDERS’ VOTE

Components Compensation compensation Fixed

Amounts

Comments

The portion of his fixed compensation relating to his duties as CEO of the Company shares on Euronext Paris. agreement with Atos International SAS, a subsidiary of Atos SE. This portion is represents two-thirds of the total fixed compensation provided for by his employment re-invoiced in full by Atos International SAS to the Company. duration of his term as a Director. Mr. Gilles Grapinet’s compensation is determined SE. This employment agreement remains in effect after the listing of the Company’s pursuant to his employment agreement with Atos International SAS, a subsidiary of Atos Company was converted into a limited liability corporation (société anonyme), for the Mr. Gilles Grapinet was appointed CEO on April 30, 2014, the date on which the Mr. Gilles Grapinet’s variable compensation in his capacity as the Company’s CEO is performance criteria exclusively related to quantitative and financial objectives. The objectives are fully aligned with the Worldline ambitions, as they are regularly presented to with a target bonus at 100% of the fixed compensation i.e. € 400,000. The variable compensation of the CEO is conditional, based on clear and demanding operating subject to performance conditions and can vary between 0% and 130% of the fixed compensation, according to the level of achievement of criteria exclusively quantitative, com pen sation criteria established by the Board. Such criteria are based exclusively on the Company’s achievement of specific performance objectives. The variable part is In 2016, the nature and weighting of each indicator of the variable on-target bonus of the CEO are the following: Worldline Group External Revenue (40%); ● Worldline Group Operating Margin before Depreciation and Amortization (30%); ● Worldline Group Free Cash Flow (30%). ● support its strategic plan, the performance objectives for the CEO are set and reviewed on a half-year basis by the Board of Directors upon recommendation of the Nomination In order to monitor Company performance more closely and establish a proactive way to determined in accordance with the decision of the Company’s Board of Directors upon proposal of the Nomination and Compensation Committee. It is based on the the shareholders. 2” approved in July by the Board of Directors. on the basis of the Company’s budget approved by the Board of Directors in December and the objectives for the second-half of the year on the basis of the “Full Year Forecast and Compensation Committee. Thus, the objectives for the first-half of the year are set Achievement of the performance criteria and the resulting variable compensation amount have been validated by the Board during the meetings held on July 25, 2016 and February 20, 2017: for the first semester of 2016, the variable bonus of Gilles Grapinet, CEO, stood at € 234,760 ( 117,4% of the semester on-target bonus), and at € 201,800 (100,9% of the semester on-target bonus) for the second semester of 2016.

€ 400,000 On an annual basis

2015 and H1 2016. corresponding to H2 on-target bonus) (110.2% of the annual € 440,960 paid in 2016

compensation Variable

€ 436,560

H1 and H2 2016. bonus) corresponding to the annual on-target due in 2016 (109.1% of

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Worldline 2016 Registration Document