Worldline - Registration Document 2016

Compensation andBenefits of Directors and Senior Executives

Stock-Options and Performance Shares Plans granted to Executive Directors

138

Worldline

2016 Registration Document

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

Depreciation and Amortization disclosed in the budget of

the Company for the relevant year, or

85% of the Worldline Group Operating Margin before

●

Depreciation and Amortization recorded in the previous

year increased by 10%;

the Worldline Group Operating Margin before

●

Performance condition n°3:

●

The Worldline Group Revenue Growth for 2016

and 2017 is

at least equal to one of the following two amounts:

percentage decided by the Board of Directors; or

the growth rate set forth in the Company’s budget minus a

●

Company.

+5% growth rate in reference to the growth targets of the

●

consolidation scope.

The indicators of Performance Conditions n°1, n°2 and n°3 will be

calculated at constant currency exchange rates and

External performance conditions

For each year 2016 and 2017, 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);

The Worldline Group gets the Eco Vadis CSR rating “Gold”

●

(or its equivalent if, during the plan, the terminology to

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

●

may vary between 85% and 115% of the number of performance

Subject to the presence and performance conditions of the plan

being achieved, the definitive allocation of performance shares

of the Worldline Group in 2016 and 2017 compared to objectives

defined by the Board of Directors.

shares communicated to the Beneficiaries in the letter of grant,

in case of, respectively, under-performance or over-performance

July

25, 2016 consists of two plans (France and International).

Either plan applies depending on whether the beneficiary is an

C. Vesting and holding periods:

The allocation of performance

shares decided by the Board of Directors of Worldline SA dated

employee of a Group entity located in France or abroad.

a Plan France beneficiary.

acquire the shares on July

25, 2018, subject to achieving the

required to retain the shares thus acquired for a period of one

year following this date. The Worldline Chief Executive Officer is

performance conditions and the aforementioned condition of

attendance until July

25, 2018; the beneficiaries will also be

Plan France:

Beneficiaries of performance shares will definitively

are employees of companies of the Worldline Group with

registered office outside France will definitively acquire the

Plan International:

Beneficiaries of performance shares who

performance shares allocated to them on July

25, 2019, subject

the Company according to the Guide for the Prevention of

Insider Trading.

obligation and will be immediately available for sale by their

beneficiaries, in compliance with the “closed periods” as set by

aforementioned condition of attendance until July

25, 2019. The

shares thus acquired will not be subject to any conservation

to achieving the above performance conditions and the

performance shares granted would be rendered void.

In case the performance conditions would not be achieved

and/or the presence condition would not be met, the

D. Specific supplementary provisions applicable to the Chief

Executive Officer:

Code with respect to the Chief Executive Officer.

July

25, 2016. This amount takes into account the

recommendations of the AFEP-MEDEF Corporate Governance

The Board of Directors allocated a maximum of 43,700

performance shares to the Worldline Chief Executive Officer on

In its analysis, the Board of Directors, upon the recommendation

of the Nomination and Compensation Committee, considered

the following elements:

The allocation of a theoretical maximum (see above) of

●

granted;

43,700 performance shares to the Chief Executive Officer

representing about 10% of the total number of shares

of a compensation in shares of 45% of his total annual

compensation (even in the most favorable circumstances);

over-performance through the application of a multiplier

coefficient of maximum 115% resulting from such

the definitive allocation of the number of performance

shares for the Chief Executive Officer, relating to a possible

over-performance, and this in compliance with the threshold

The principle and supplemental requirement to modulate

●

Chief Executive Officer;

The conservation obligation, for the duration of his duties, of

●

15% of performance shares allocated to him will apply to the

Chief Executive Officer.

hedging instruments over the shares being the subject of

the award during the whole duration of the mandate of the

Will also apply the prohibition to conclude any financial

●

For 2016, the percentage disclosed in the budget is the “Full Year Forecast 2”.