Worldline - Registration Document 2016

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

External performance conditions For each year 2017, 2018 and 2019, at least 2 out of 3 performance criteria must be met (or maintained if already at the highest level): modified); “Comprehensive” (or its equivalent if, during the plan, the terminology to define the highest achievable level is The Worldline Group gets the GRI G4 rating ● define the highest achievable level is modified); (or its equivalent if, during the plan, the terminology to The Worldline Group gets the Eco Vadis CSR rating “Gold” ● general rating equal or above 70% (or its equivalent if, during the plan, this terminology is modified). The Worldline Group gets the GAIA Index Certification ● Subject to the presence and performance conditions of the plan being achieved, the definitive allocation of performance shares in case of, respectively, under-performance or over-performance may vary between 85% and 115% of the number of performance shares communicated to the Beneficiaries in the letter of grant, of the Worldline Group in 2017, 2018 and 2019 compared to objectives defined by the Board of Directors. Vesting and holding periods : Beneficiaries of performance C. shares will definitively acquire the performance shares allocated to them 3 years after the grant date, subject to achieving the above performance conditions and the aforementioned condition of attendance until the vesting date. The shares thus acquired will not be subject to any holding obligation and will be immediately available for sale by their beneficiaries, in compliance with the “closed the Prevention of Insider Trading, with the exception of the shares allocated to the Chief Executive Officer, who has an periods” as set by the Company according to the Guide for of office obligation to keep a certain number of vested performance shares to be determined for the entire duration of his term In case the performance conditions would not be achieved and/or the presence condition would not be met, the performance shares granted would be rendered void. Exceptional compensation ● The CEO does not receive exceptional compensation. Benefits for taking up the position ● in the event of termination of his mandate. The CEO will not receive a severance payment at the end of his mandate nor any compensation for non-compete clause Benefits in kind ● The benefits in kind granted to the CEO since his appointment remained unchanged and include a company car. The total amount of the benefits in kind in favor of Mr. year 2017. Grapinet, relating to his office of CEO, are valued at € 2,947 for the year 2016 and should remain comparable for the Not applicable. Severance Pay ●

before Depreciation and Amortization and Revenue Growth. The plan also provides for three external conditions detailed 2017, 2018 and 2019 of the new plan relate to internal financial criteria linked to Free Cash Flow, Operating Margin Performance conditions to be achieved over the three years The features of the performance shares allocation plan are as follows: Condition of attendance: Subject to certain exceptions A. provided for in the plan (such as for instance death or the vesting period (section below) in accordance with article L. 225-180 of the French Commercial Code; officer status of the Worldline Group or of Atos SE or of any company affiliated with Atos SE, by the beneficiary during incapacity), the allocation of performance shares is conditioned on the preservation of employee or corporate shares is also subject to the achievement of the following internal and external performance conditions, calculated for Performance condition: The allocation of performance B. the three years 2017, 2018 and 2019. criterion becomes compulsory for the following year: For each year 2017, 2018 and 2019, at least 2 out of 3 internal performance criteria must be met. If one criterion is not met, this Performance condition n° 1 ● from acquisitions/disposals in the relevant year, is at least equal to The amount of the Worldline Group Free Cash Flow, before Internal performance conditions dividends and income generated 85% of the Worldline Group Free Cash Flow set forth, ● the relevant year; or before dividends and income generated from acquisitions/disposals in the budget of the Company for income generated from acquisitions/disposals recorded in the previous year increased by 10%. the Worldline Group Free Cash Flow before dividends and ● Performance condition n° 2 ● at least equal to one of the following two amounts: The Group Operating Margin before Depreciation and Amortization of the Worldline Group in the relevant year is 85% of the Worldline Group Operating Margin before ● Depreciation and Amortization disclosed in the budget of the Company for the relevant year; or year increased by 10%. the Worldline Group Operating Margin before ● Depreciation and Amortization recorded in the previous Performance condition n° 3 ● The Worldline Group Revenue Growth for 2017 1 , 2018 and 2019 is at least equal to one of the following two amounts: The growth rate set forth in the Company’s budget minus a percentage decided by the Board of Directors; or +5% growth rate in reference to the growth targets of the ● Company. consolidation scope. The indicators of Performance Conditions n°1, n°2 and n°3 will be calculated at constant currency exchange rates and below. one of the following two amounts:

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For 2017, the percentage disclosed in the budget is the “Full Year Forecast 2”. 1

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Worldline 2016 Registration Document