WORLDLINE_REGISTRATION_DOCUMENT_2017

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Corporate governance and capital Executive compensation and stock ownership

The following principles of the compensation of Mr. Gilles Grapinet relating to his duties as Chief Executive Officer and senior executive officer of the Company have been proposed by the Nomination and Remuneration Committee, approved by the Board of Directors and are submitted to the vote of the Annual General Meeting. They have been established in compliance with the recommendations of the AFEP-MEDEF Code. Principle of balance: the Nomination and Remuneration ● Committee ensures that no element represents a disproportionate share of the CEO’s compensation; Principle of competitiveness : the Nomination and ● Remuneration Committee also ensures the competitiveness of the compensation of the senior executives, through regular compensation surveys. Within the context of the implementation of this principle, the Board of Directors held on December 12, 2016, proceeded with a comparative analysis of the compensations of chief executive officers in various European companies of the payment services sector with a profile similar to that of Worldline, established on multiple criteria (revenue, OMDA, geographical presence, headcount) after having taken into account the increase in the size of the Company since 2011 (initial public offering, major acquisitions in 2016, increase of the marked

capitalization by 50% since the listing); this benchmark stressed the adequacy between the performance of the Company and the resulting compensation of the Chief Executive Officer. linked to Group performance , notably through a variable compensation plan determined on a half-year basis. The payment of the semester bonuses is subject to the achievement of precise, simple, and measurable objectives which are closely linked to Group’s objectives, as regularly disclosed to the shareholders. In order to develop a community of interest with Worldline’s shareholders and to associate Worldline’s managers and the Chief Executive Officer with the performance and financial results of the Company in a long-term perspective, a part of their compensation is equity based, including stock-options and performance shares. Finally, the compensation policy of the Chief Executive Officer supports Worldline’s commitment to corporate responsibility. In this context, performance criteria related to the social and environmental responsibility have been established in the stock-options and performance shares plans granted as from 2014. The principles set forth above will apply in the event of appointment of a new senior officer. Related to performance : the CEO’s compensation is closely ●

THE STRUCTUREOFTHE COMPENSATIONOFTHE CEO IS THE FOLLOWINGAND IS BASEDON THE COMPANY DEVELOPMENTPLANFROMATOS GROUPTHREE-YEARPLAN « 2017-2019 »

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Worldline 2017 Registration Document