Worldline - Registration Document 2016

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

Compensation Components

Amounts Grant of

Comments

Executive Officer. recommendations of the AFEP-MEDEF Corporate Governance Code with respect to the Chief multiplier coefficient of 100%) to the Worldline CEO. This amount takes into account the consolidated accounts of the Company. Those shares are valuated at € 646,643 according to the IFRS 2 method recognized by the Remuneration Committee, considered the following elements: In its analysis, the Board of Directors, upon the recommendation of the Nomination and The allocation of a theorical maximum of 43,700 performance shares to the Chief Executive ● Officer (taking into account an over-performance and the application of a multiplier coefficient of maximum 115%); The principle and additional requirement to adjust the definitive attribution of the number of ● performance shares to the Chief Executive Officer, relating to a possible over-performance through the application of a multiplier coefficient of maximum 115% resulting from such held on July 25, 2016, and upon the recommendation of the Nomination and Remuneration Committee, allocated 38,000 performance shares (taking into account the application of a In connection with the authorization granted, for thirty-eight months, by the Combined General Meeting of May 26, 2016 (twenty-third resolution), the Board of Directors, during its meeting over-performance, and this in compliance with the threshold of a compensation in shares of 45% of his total annual compensation (even in the most favorable case); The conservation obligation, for the duration of his duties, of 15% of performance shares ● allocated to him will also apply to the Chief Executive Officer; Will also apply the prohibition to conclude any financial hedging instruments over the shares ● being the subject of the award during the whole duration of the mandate of the Chief Executive Officer. performance shares is also subject to the achievement of the following internal and external performance conditions, calculated for the two years 2016 and 2017: On top of a condition of attendance during the acquisition period, the allocation of Internal Performance Conditions: For each year 2016 and 2017, at least 2 of 3 internal performance criteria must be met. If one criterion is not met, this criterion becomes compulsory for the following year. concerned year, or, above or equal to the previous year’s results +10%); Worldline Group Free Cash Flow before acquisition/disposal and variation of equity and ● dividends (above or equal to 85% of the amount disclosed in the Group Budget for the Worldline Group Operating Margin Before Depreciation and Amortization (above or ● equal to 85% of the amount disclosed in the Group Budget for the concerned year, or, above or equal to the previous year’s results +10%); Worldline Group Revenue (Revenue Growth Rate as mentioned in the Company’s Budget ● for the year minus a percentage decided by the Board of Directors or+5% per reference to the Group Growth targets). External Performance Conditions: already at the highest level): For each year 2016 and 2017, at least 2 of 3 performance criteria must be met (or maintained if plan, the terminology to define the highest achievable level is modified); The Worldline Group gets the GRI G4 rating “Comprehensive” (or its equivalent if, during the ● plan, the terminology to define the highest achievable level is modified); The Worldline Group gets the Eco Vadis CSR rating “Gold” (or its equivalent if, during the ● The Worldline Group gets the GAIA Index Certification general rating equal or above 70% ● (or its equivalent if, during the plan, this terminology is modified). Subject to the achievement of the performance conditions of the plan and the condition of attendance, the definitive allocation of shares will vary between 85% and 115% of the number compared to the objectives defined by the Board of Directors. of performance shares communicated to the beneficiaries in the letter of grant, respectively in case of under-performance or over-performance of the Worldline Group in 2016 and 2017 performance shares will definitively acquire the shares on July 25, 2018, subject to achieving The Worldline CEO is a Plan France beneficiary. According to this Plan, beneficiaries of one year following this date. the performance conditions and the aforementioned condition of attendance until July 25, 2018; the beneficiaries will also be required to retain the shares thus acquired for a period of

Performance Free Shares Grant of

Performance Free Shares 38,000 (taking into account on July 25, 2016

of 100%) a multiplier coefficient

Performance Free Shares on the grant of 38,000 shares) valuation (based € 646,643 Performance Free Shares valuation method according to the IFRS 2 method recognized by the consolidated accounts of the Company.

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Worldline 2016 Registration Document