Worldline - 2019 Universal Registration Document


The bonus objectives are defined and weighted according to the importance of the business objective. Moreover, in order to reinforce the mitigation of the risks relating to unacceptable behavior: The scope of the financial objectives is determined ● collectively and based on audited financial targets as defined in the Company Budget; The payout curves per financial and non-financial indicator ● are capped. Any bonus paid by Worldline can be reclaimed or reduced by Worldline when: It has been granted on incorrect information concerning ● the realization of certain goals and achievements having led to a restatement of the financial results; The beneficiary did not adhere to the standards regarding ● suitability and proper behavior; The beneficiary was found guilty by a final Court decision ● and responsible for conduct/behavior that resulted in a decrease in the financial position of the company. No variable compensation will be paid to the concerned eligible employee if he/she is dismissed for gross negligence or with good cause. Profit sharing is a mandatory measure in France for companies or “Social and Economic Unit” (“SEU”) with at least 50 employees, providing for the redistribution of a “special profit-sharing reserve”, if such a reserve is made available at the end of the calendar year. Within the current scope of the SEU Worldline, a profit-sharing agreement has been signed on 28 May 2019 for an indefinite period, following a prior agreement reached in 2018 for the year 2018. This agreement is applicable to all employees of the current UES Worldline companies in France, having an effective seniority of 3 months, continuous or not, within one or several companies of the UES Worldline. Incentive Schemes An incentive scheme is an optional device whose purpose is to allow the Company to associate more closely, by means of a calculation formula, employees in a collective way to the running of the Company, and more particularly to its results and performance. As such, an incentive scheme was signed on June 27, 2017 in favor of the employees of the current French legal entities, for application from January 1, 2017 for a period of three years. This agreement was subject to two amendments – in 2018 and 2019 – to adjust it as closely as possible to the changes in the performance of the entities concerned. During the first half of 2020, the Management will invite union representatives to negotiate a new incentive agreement for the years 2020 to 2022. Profit sharing agreements D. and incentive schemes Profit Sharing Agreements

Employees in Belgium are also associated in a collective way to the Worldline SA/NV and equensWorldline SE results and performance, as well as to the achievement of collective Key Performance Indicators negociated every year, through the payment of immediately available premiums benefitting from a local specific tax and social security treatment. Collective Retirement Savings Plan D. (“PERCO”) [WL 5] As part of the pension reform in France, a Collective Retirement Savings Plan (PERCO) was also implemented as a unilateral measure in 2019, for the benefit of the employees of the current French legal entities. It enables long-term investment for retirement through voluntary payments in a favorable tax framework. In the context of the French legislation (“Loi PACTE”) (law no. 2019-486), this scheme might be subject to future changes. A group or company savings plan is a collective savings system that offers employees of adhering companies the opportunity to build investment portfolios with the help of their employer, with beneficial tax and social contributions. In particular, it may receive contribution from a profit-sharing or incentive scheme. The implementation of a group savings plan is mandatory in France in companies that have already set up a profit-sharing agreement. A Group Savings Plan was concluded for the benefits of Worldline employees on October 6, 2014 for an indefinite duration. This plan is available to adhering companies of the Worldline Group, and offers employees of these companies, with more than three months seniority, the possibility to subscribe to Worldline shares in company mutual funds (“fonds commun de placement d’entreprise” – “FCPE”), in the framework of the employee shareholding plan “Boost” of Worldline. This plan was subject to amendments on September 1, 2015 and October 30, 2018. Employee Stock Ownership Plans “Boost” Worldline has offered its own Employee Stock Ownership Plan ("Boost") several times in the past.Previous offerings took place in November 2014, December 2015 and December 2018. More details on these plans are available in the respective Registration Document. More than 23% of the eligible population participated to the last employee shareholding plan. Equity plans [WL 5] D. Group Savings Plan


143 Universal Registration Document 2019

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