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15

Compensation andBenefits of Directors and Senior Executives

Executive Compensation

135

Worldline

2016 Registration Document

minimum payment.

a variable compensation, subject to performance conditions,

annual target being equal to €

480,000, with a maximum

payment capped at 130% of the target variable

compensation in case of over-performance and no

The performance objectives remain set and reviewed on a

half-year basis and fully aligned with the Company Ambitions, as

they are regularly presented to the shareholders.

The portion of the fixed and variable compensation of Mr. Gilles

Grapinet relating to his duties within the Atos Group is increased

under the same proportion.

The

benefits in kind

remain unchanged.

2016, the so-called “Sapin 2” law, a resolution including the

principles and criteria for setting, allocating, and granting the

fixed, variable, long-term and exceptional elements making up

the total compensation and all fringe benefits of the Executive

Director will be submit to the shareholders’ vote, during the next

Annual General Meeting of the Company.

In accordance with the provisions of the law of December

9,

The re-charging conditions of the compensation of Mr. Gilles

Grapinet relating to his duties of Company CEO, by Atos SE,

remain unchanged.

Summary of the Compensation, Stock-Options and Performance

15.2.3

Shares granted to the Executive Directors – AMF Table

1

(in €)

2016

2015

Thierry Breton – Chairman

Related to

Atos

Related to

Worldline

Related to

Atos

Related to

Worldline

Due remuneration for the relevant year

3,013,729

-

2,799,533

-

Value of options granted during the year

-

-

-

-

Value of Performance Shares granted during the year

2,456,445

-

2,142,282

-

Total

5,470,174

-

4,941,815

-

Group in 2016, have been valued based on fair value as

determined pursuant to IFRS

2 standard retained for the

consolidated financial statements.

General Meeting held on May

26, 2016 (20

th

resolution), after

modulation according to the effective performance of the Atos

As a reminder, performance shares granted by the Atos Board

of Directors to the Atos Chairman and CEO, on July

28, 2015

according to the authorization granted by the Atos

shareholders’ Combined General Meeting held on May

27, 2014

(22

nd

resolution), and on July

26, 2016, according to the

authorization granted by the Atos shareholders’ Combined

(in €)

2016

2015

Gilles Grapinet – CEO

Related to

Atos

Related to

Worldline

Related to

Atos

Worldline

Related to

Due remuneration for the relevant year

494,344

840,167

442,801

827,797

Value of options granted during the year

-

-

-

363,670

Value of Performance Shares granted during the year

365,099

646,643

355,823

-

Total

859,443 1,486,810 798,624 1,191,467

As a reminder, performance shares granted by the Atos Board

of Directors to the Company CEO, on July

28, 2015 according to

the authorization granted by the Atos shareholders’ Combined

General Meeting held on May

27, 2014 (22

nd

resolution), and on

July

26, 2016, according to the authorization granted by the

Atos shareholders’ Combined General Meeting held on May

26,

2016 (20

th

resolution), after modulation according to the

effective performance of the Atos Group in 2016, have been

valued based on fair value as determined pursuant to IFRS

2

standard retained for the consolidated financial statements.

(18

th

resolution), as well as the performance shares granted on

July

25, 2016 according to the authorization granted by the

Company shareholders’ Combined General Meeting held on

May

26, 2016 (23

rd

resolution) have been valued based on fair

value as determined pursuant to IFRS

2 standard retained for

the consolidated financial statements. Regarding the

performance shares granted on July

25, 2016, a multiplier

coefficient of 100% has been taken into account to calculate the

number of performance shares granted to the CEO during the

concerned period.

Similarly, the Worldline Stock-Options granted by the Worldline

Board of Directors to the Company CEO, on September

1, 2015

according to the authorization granted by the Company

shareholders’ Combined General Meeting held on June

13, 2014