Worldline - 2019 Universal Registration Document

G

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

suitability and proper behavior; (iii) the beneficiary was found guilty by a final Court decision and responsible for conduct/behavior that resulted in a degradation in the financial position of the Group. No variable compensation will be paid to the concerned Senior Officer if he/she is dismissed for gross negligence or with good cause. 4. Alignment with shareholders’ interests In order to develop a community of interest with Worldline shareholders and to associate the Senior Executive Officers with the performance and financial results of the Group in a long-term perspective, up to maximum 50% of the total compensation of the Senior Executive Officers is based on multi-year long term incentive plans, which could include stock-options and/or performance shares. The multi-year long-term compensation of the Senior Executive Officers is subject to the following conditions: The acquisition of the multi-year long-term incentive plans ● (including performance shares and/or stock-options) is subject to the achievement of internal and external performance conditions to be fulfilled over a certain number of years and based on clear and demanding criteria set by the Worldline Board of Directors, upon proposal of the Nomination and Remuneration Committee. These objectives are closely aligned with the Group’s ambitions, as they are regularly presented to the shareholders. Conditions are for a 3 year period measurement in line with the 3 year plan and its extension based on the guidances; The long-term incentive plans are subject to a condition of ● presence within the Worldline Group at the date of vesting of the concerned plan. When it decides on the granting of performance shares, the Board of Directors also states the percentage (15%) of acquired shares that the Senior Executive Officer must in a nominative form keep until the end of his duties. When it decides on the granting of stock-options, the Board of Directors also states the percentage (5%) of shares issued upon exercise of the stock-options that the Senior Executive Officer must keep in a nominative form until the end of his duties. Amending compensation policy The compensation policy applicable to the Senior Officers of the Company is reviewed at least each 3 years by the Board of Directors, upon the recommendation of the Nomination and Remuneration Committee and, in any case, upon renewal of the term of office of each Senior Officer of the Company. During this review, the Nomination and Remuneration Committee shall take into account the changes in employees’ employment and wages conditions prior to formulating its recommendations and proposals to the Board of Directors.

2. Competitiveness The level of total compensation of Senior Executive Officers is reviewed annually and benchmarked by reference to the median of salary surveys published on the market in relation with the SBF 120. 3. Pay for Performance The variable compensation of the Senior Executive Officers is a conditional compensation, based on clear and demanding operating performance criteria exclusively related to quantitative and financial objectives which are annually fixed by the Worldline Board of Directors, upon proposal of the Nomination and Remuneration Committee. These objectives are closely aligned with the Group’s ambitions, as they are regularly presented to the shareholders. Typical criteria are: Revenue, OMDA and Free Cash Flow. In order to secure the full year achievement of the performance objectives - in the context of the Worldline 3-year strategic plan-, those objectives are set and reviewed on a half-year basis. H1 targets are set in line with the guidance and approved by the Board of Directors in December, and H2 targets are also in line with the guidance approved in July. For each performance indicator, the Board of Directors sets: A target the attainment of which results in getting 100% of ● the on-target variable compensation in respect of this indicator; A floor which defines the threshold below which no ● variable compensation for that component is due; A cap which defines the threshold above which the ● variable compensation for that indicator is limited to 130% of its on-target amount; and The elasticity curve which accelerates the amount of the ● variable compensation due upwards and downwards according to the level of achievement of each of the objectives. If the concerned Senior Executive Officer leaves during the financial year, the amount of the variable portion of their compensation for the current year will be determined pro rata to the presence during the concerned year. In accordance with the law, the H1 and H2 bonus payout relating to a performance year will be paid after approval of the General Meeting of shareholders in the framework of the elements of compensation due or awarded during the year. Performance is also strongly embedded in the multi-year long-term compensation of the Senior Executive Officers (see Section 4 below on the alignment with shareholders interests). Any bonus paid by Worldline can be reclaimed or reduced by Worldline when (i) it has been granted on incorrect information concerning the realization of certain goals and achievements having led to a restatement of the financial results; (ii) the beneficiary did not adhere to the standards regarding

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Universal Registration Document 2019