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15

Compensation andBenefits of Directors and Senior Executives

Stock-Options and Performance Shares Plans granted to Executive Directors

140

Worldline

2016 Registration Document

Performance shares that have become available during the year for

15.3.4

the Executive Directors

– AMF Table

7

rules. The Company Chairman and Company CEO are

beneficiaries of this Atos SE plan. Acquisition and availability

granted on December

22, 2011 (Tranche

2) became available for

possible sale to the beneficiaries according to the France plan

shares.

terms are described in the paragraph of the Atos SE Reference

Document related to the Atos SE past grants of performance

During 2016, the second half of the Atos SE performance shares

Related to

Plan Date

Number of shares

available during the

financial year

Vesting Date Availability Date

Mr. Thierry Breton

Chairman

Atos

December 22, 2011

Tranche 2

32,500

2014

March 17,

March 17, 2016

Mr. Gilles Grapinet

CEO

Atos

December 22, 2011

Tranche 2

16,250

2014

March 17,

March 17, 2016

The performance shares granted by Worldline on July

25, 2016 are not yet available.

2016) – AMF Table 8

Past awards of subscription or purchase options (up to December

31,

15.3.5

December

31, 2010. The past grants over the last ten years by

Atos SE are detailed in the Atos SE Reference Document.

or executive officers since the stock-options granted on

Atos SE has not issued any stock-options plan for its employees

The table below shows the past grants by Worldline since 2014

to reward and retain its key-talents and top management.

2015 Reference Documents.

September

1, 2015. For further details regarding the 2014 and

2015 plans, please refer to respectively the Worldline 2014 and

Mr. Gilles Grapinet, as Company CEO, was granted 180,000

stock-options by Worldline SA on September

3, 2014 and on

and August

16, 2016. For further details regarding these plans,

please see below.

from the stock-options plans granted by Worldline on May

25

None of the members of the Board of Directors are benefitting

Date of shareholders meeting

06/13/2014 06/13/2014 06/13/2014 06/13/2014

Total

Date of Board meeting

09/03/14 07/27/15

2

02/22/16

3

07/25/16

4

Exercise period start date

05/15/16 05/15/17 05/25/18 05/25/18

Exercise period end date

09/03/24 08/31/25 05/24/26 08/15/26

Strike Price

(in €)

17.22

22.87

26.82

28.58

Options granted

1,527,220 1,558,500

196,000

45,000

3,326,720

Of which to members of the Board

1

259,330

180,000

0

0

439,330

Number of beneficiaries

92

138

52

2

Options exercised

257,279

0

0

0

257,279

Options cancelled or expired

99,300

116,000

2,500

0

217,800

Status on 12/31/2016

1,170,641 1,442,500

193,500

45,000

2,851,641

Value of unexercised options

(in € million)

20.16

32.99

5.19

1.29

59.62

Current Board of Directors

1

The grant date has been set by the Board of Directors on September 1, 2015

2

The grant date has been set by the Board of Directors on May 25, 2016.

3

The grant date has been set by the Board of Directors on August 16, 2016.

4