Worldline - 2019 Universal Registration Document

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

The following four key principles underly the total compensation policy applicable to each Senior Executive Officer, with the purpose of being transparent and exhaustive in the level of details provided in the elements part of the total compensation policy:

1. Balance, Exhaustiveness and Coherence

2. Competitiveness

3. Pay for performance

4. Alignment with shareholders’ interests

No element of the compensation of the Corporate Officers represents a disproportionate share of their total compensation. The total compensation policy also reflects the balance between the Company’s corporate interest, market practices, performances of the Corporate Officers as well as other stakeholders of the company.

The total compensation of the Corporate Officers is competitive with practices comparable in the SBF 120.

The compensation of the Senior Executive Officers is closely linked to the short term and long-term Group performance, notably through their cash variable compensation and long-term incentive plans. The performance based part is reaching 70 to 77% of total compensation with financial and non-financial KPIs (for long-term incentives)

The underlying performance conditions of the short term and long term variable part of the Senior Executive compensation are aligned with the Company’s strategic 3-year plan and with the shareholders expectations.

Market benchmarks for similar functions (see Section 2 on ● “Competitiveness”). The multi-year long-term compensation of the Senior Executive Officers is limited to maximum 50% of the global compensation of the concerned Senior Executive Officer. When multi-year long-term incentive plans are equity based, the value taken into account is based on the fair value set by reference to IFRS 2 recognized in the consolidated financial statements. Therefore, every year, the Board of Directors will adapt the multi-year long-term compensation of the concerned Senior Executive Officer in order to comply with this cap. A defined benefit supplementary pension plan is in force within Worldline SA. This supplementary pension plan has been aligned with the new “Loi Pacte” on supplementary pension plans (Article L. 137-11-2 of the French social security Code) from January 1, 2020 for Excom members of Worldline SA meeting a minimum of 5 years seniority in Excom position, employees or Senior Executive Officers of Worldline SA, and whose annual base salary exceeds fifteen times the French annual social security ceiling. Senior Executive Officers also benefit, except otherwise provided, from a company vehicle (with driver for the Chief Executive Officer and without for the Deputy Chief Executive Officer), which can be used for private purposes. Such benefit is treated as a benefit in kind for tax and social security purposes. They are also entitled, except otherwise provided, to the Group regime of reimbursement of health costs (Medical plan) and “incapacity, death & disability” policy applicable to the employees of Worldline SA as well as to the assistance contract in case of travel abroad in force within Worldline SA. They can also benefit, except otherwise provided, from an annual medical check-up and an investment advisor.

1. Balance, Exhaustiveness and Coherence A good balance is ensured between the compensation in cash and the compensation in equity for Senior Executive Officers; a significant part of the total compensation package is variable and subject to the achievement of Group mid-term and long-term performance. The remuneration of the Senior Executive Officers is determined with regard to the other directors and the employees of the Company. Indeed, the total compensation policy also ensures that the various elements of the Senior Executive Officers stay proportionate to the average and median compensation of the employees of Worldline SA and of the SEU 1 France through the measure of the equity ratio. The Senior Executive Officers of the Company benefit, except otherwise provided, from the following elements of compensation: A fixed annual salary; ● A variable portion expressed as a percentage of the annual ● base salary; A multi-year long-term compensation; ● A defined benefit supplementary pension plan, under ● certain eligibility conditions defined below; Other benefits in kind referred to below. ● The fixed portion of the remuneration of the Senior Executive Officer is determined based on: The level and complexity of their responsibilities; ● Their experience and seniority, particularly within the ● Group; and

G

1 “Social and Economic Unit” (“Unité Economique et Sociale").

393 Universal Registration Document 2019