WORLDLINE_REGISTRATION_DOCUMENT_2017

G

Corporate governance and capital Executive compensation and stock ownership

The performance conditions of the 2016 and 2017 plans are listed below:

Performance conditions Revenue growth for the year is at least equal to :

25/07/2016

02/01/2017

24/07/2017

(i) The growth rate set forth in the Company’s budget for the corresponding year minus a percentage defined by the Board of Directors; or (ii) the annual growth rate in reference to the growth targets of the Group.

(i) Target threshold is set at -1.5% of the equensWorldline growth target set in the budget for the relevant year (ii) a ceiling is set at +2.5% of the equensWorldline grow the rate set in the budget for the relevant year (iii) a linear multiplier is set between the threshold and the target (85%-100%) and between the target and the ceiling (100%-115%). (i) Target threshold set at 90% of the OMDA target for equensWorldline in the budget of the relevant year (ii) ceiling set at 110% of the OMDA target for equensWorldline in the budget of the relevant year (iii) a linear multiplier is set between the threshold and the target (85%-100%) and between the target and the ceiling (100%-115%). (i) target threshold set at 90% of the Free Cash-Flow budget of equensWorldline for the relevant year (ii) ceiling is set at 110% of the Free Cash-Flow budget for the relevant year (iii) a linear multiplier is set between the threshold and the target (85%-100%) and between the target and the ceiling (100%-115%).

(i) The growth rate set forth in the Company’s budget for the corresponding year minus a percentage defined by the Board of Directors; or (ii) the annual growth rate in reference to the growth targets of the Group.

and Group Operating Margin before Depreciation and Amortization in the relevant year is at least equal to one of the following two amounts: and Group Free Cash Flow, before dividends and income generated from acquisitions/ disposals in the relevant year, is at least equal to one of the following two amounts: and External Performance Condition linked to Environmental and Social Responsibility

(i) 85% of the Worldline Group Operating Margin before Depreciation and Amortization disclosed in the budget of the Company for the relevant year; or (ii) the Worldline Group Operating Margin before Depreciation and Amortization recorded in the previous year increased by 10%.

(i) 85% of the Worldline Group Operating Margin before Depreciation and Amortization disclosed in the budget of the Company for the relevant year; or (ii) the Worldline Group Operating Margin before Depreciation and Amortization recorded in the previous year increased by 10%.

(i) 85% of the Worldline Group Free Cash Flow set forth, before dividends and income generated from acquisitions/disposals in the budget of the Company for the relevant year; or (ii) the Worldline Group Free Cash Flow before dividends and income generated from acquisitions/disposals recorded in the previous year increased by 10%.

(i) 85% of the Worldline Group Free Cash Flow set forth, before dividends and income generated from acquisitions/disposals in the budget of the Company for the relevant year; or (ii) the Worldline Group Free Cash Flow before dividends and income generated from acquisitions/disposals recorded in the previous year increased by 10%.

Worldline must fulfill the requirement of at least two out of the three target : - the Company obtains the GRI G4 “Comprehensive” score (or equivalent if, during the Plan, the term used for the highest level is changed); - The Company obtains the Eco Vadis CSR - “Gold” score (or its equivalent if, during the Plan, the term used for the highest level is changed); - The Company obtains the general GAIA Index Certification score equal or higher than 70% (or equivalent if, during the Plan, the term is changed).

For each year : - Customer Satisfaction : a target is set, the threshold is set at 90% of the target and the ceiling at 110%. A linear multiplier is set between the threshold and the target (85%-100%) and between the target and the ceiling (100%-115%). - equensWorldline Quality Measure: a target is set, the threshold is set at 90% of the target and the ceiling at 110%. A linear multiplier is set between the threshold and the target (85%-100%) and between the target and the ceiling (100%-115%).

Worldline must fulfill the requirement of at least two out of the three target : - the Company obtains the GRI G4 “Comprehensive” score (or equivalent if, during the Plan, the term used for the highest level is changed); - The Company obtains the Eco Vadis CSR - “Gold” score (or its equivalent if, during the Plan, the term used for the highest level is changed); - The Company obtains the general GAIA Index Certification score equal or higher than 70% (or equivalent if, during the Plan, the term is changed).

Years

2016 - 2017 - 2018

2017 - 2018 - 2019

2017 - 2018 - 2019

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Worldline 2017 Registration Document