Worldline - 2019 Universal Registration Document

G

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

Executive compensation and stock ownership G.3

Compensation policy for the Corporate Officers G.3.1

The total compensation policy of Worldline has been established in accordance with the provisions of Article L. 225-37-2 of the French Commercial Code, as amended by Order No. 2019-1234 relating to the remuneration of Corporate Officers of listed companies and the Decree n°2019-1234 of November 27, 2019.

deciding on the above. Senior Executive Officers who would be also part of the Board of Directors do not take part of the debates of the Board deciding on their own compensation. This process ensures consistency and alignment between the total compensation policy applied to the Senior Executive Officers and the one applied to the other executives and managers of the Group. In particular, the compensation policy proposed by the Nomination and Remuneration Committee and validated by the Board of Directors is in line with the corporate interest and contributes to the Company's business strategy with a view to ensuring its sustainability. The compensation of the Senior Executive Officers is linked to the short and long-term performance of the Group through the variable part of their compensation which ensure the long-term business strategy and the sustainability of the Group. The total compensation policy of the Senior Executive Officers also supports Worldline 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 by Worldline to the eligible population as from 2014.  On top of being in line with the corporate interest of the Company as described above, Worldline is also committed to ensure that the interests of the Senior Executive Officers are aligned with the ones of its shareholders to ensure them value creation. Worldline has therefore reinforced the dialogue with the proxies to better understand shareholders’ previous votes and future expectations regarding the Senior Executive Officers compensation policy. In that respect, the Board of Directors, upon proposal of the Nomination and Remuneration Committee, decided to give even more details on the underlying performance targets and the alignment with market cash remuneration levels for similar positions, clarify the claw-back provisions applicable to the variable part, deeply review the design of its Long-Term Incentive Plans so that the level of allocation and vesting better reflects the Group’s long-term strategy and actual performance while aligning with market practices and aligning the defined benefit supplementary pension plan to the Decree n° 2019-697 of July 3, 2019 (relating to supplementary pensions).

General principles of the G.3.1.1

Corporate Officers’ compensation [GRI 102-35]

Worldline believes in rewarding all employees, as well as Corporate Officers, for delivering excellent performance to support Worldline in achieving its short term and long term strategy. The Corporate Officers’ compensation structure is in line with the Company’s corporate interest and has been designed with a view to ensure an efficient implementation of all the relevant regulatory frameworks and initiatives. 1. Setting, amending and implementing the compensation policy The Corporate Officers’ compensation policy has been proposed by the Nomination and Remuneration Committee (for a description of its role and missions, see section G.2.5.2 of this Universal Registration Document) and approved by the Board of Directors. It will be submitted to the vote of the Annual General Meeting. Setting the compensation policy The compensation policy of the Chairman of the Board of Directors, the Chief Executive Officer, the Deputy Chief Executive Officer and the Directors is set by the Board of Directors, upon proposal of the Nomination and Remuneration Committee, and submitted to the vote of the Annual General Meeting. The determination of the general principles and criteria part of the total compensation policy of the Company Officers, the individual achievements and individual elements of the compensation packages of the Senior Executive Officers follows a strict process of decision where the Nomination and Remuneration Committee, meeting at least 4 times a year, makes proposals to the Worldline Board of Directors finally

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Universal Registration Document 2019