Worldline - Registration Document 2016

131

Worldline

2016 Registration Document

of Directors and Senior Executives

Compensation and Benefits

Director’s fees 15.1 131 Executive Compensation 15.2 132 Executive Directors Principles of the compensation of the 15.2.1 132 Grapinet – CEO Elements of the compensation of Mr. Gilles 15.2.2 134 Table 1 granted to the Executive Directors – AMF Stock-Options and Performance Shares Summary of the Compensation, 15.2.3 135 – AMF Table 2 subsidiaries and the companies controlling it Compensation, paid by the Company, its Summary of the Executive Directors 15.2.4 136 Stock-Options and Performance Shares Plans 15.3 granted to Executive Directors 137 Terms and conditions of the performance 15.3.1 shares plan decided on July 25, 2016, of which the CEO is one of the beneficiaries 137 Stock-options granted to or exercised by the 15.3.2 Executive Directors during the year – AMF Tables 4 and 5 139 Performance shares granted to Executive 15.3.3 Directors during the year – AMF Table 6 139 Performance shares that have become 15.3.4 available during the year for the Executive Directors – AMF Table 7 140 options (up to December 31, 2016) – AMF Table 8 Past awards of subscription or purchase 15.3.5 140 Stock-options granted to the top ten 15.3.6 employees who are not company officers, and options exercised by the ten employees with the highest number of options purchased or subscribed – AMF Table 9 141 Past grants of Performance Shares – AMF 15.3.7 Table 10 141 Fringe benefits of the Executive Directors – 15.4 AMF Table 11 142 Compliance of the total Executive Director 15.5 Compensationwith the recommendations of the AFEP-MEDEF Code 143 Amount of Provisions Made or Recorded 15.6 by the Company or by its Subsidiaries for the Payment of Pensions, Retirement Plans or Other Benefits 143

Director’s fees

[GRI 102-35] and [GRI 102-36]

15.1

The Chairman of the Board of Directors and the other members

designated upon the proposal of Atos SE do not receive any

Directors’ fees in their capacities as Directors of the Company.

In accordance with the resolution adopted at Worldline

shareholders meeting dated May

26, 2016, the 2016 envelope

for Directors’ fees was set at €

150,000.

The principles for allocating Directors’ fees are determined by

the Board of Directors, upon proposal of the Nomination and

Compensation Committee. For 2016, the fees were distributed

on the basis of the following principles:

for the Board of Directors: a fixed remuneration of €

20,000

●

per Director plus a variable fee of €

1,000 per meeting

(remuneration is based on the attendance to the Board

meetings);

each member of the Committee.

for the Committees: remuneration is based on the

●

attendance to the meetings: €

1,500 per meeting for the

Chairman of the said Committee and €

750 per meeting for