Worldline - 2019 Universal Registration Document

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

The compensation policy for Corporate Officers can also be reassessed each year by the Board of Directors. To this end, it regularly uses studies from comparable companies and legal opinions possibly prepared by third parties. The last reassessment of the compensation policy for Senior Executive Officers was carried out in March 2020, upon the proposal of the Nomination and Remuneration Committee, which took note of the consequences resulting from the Order No. 2019-697 of July 3, 2019 leading to the freezing and closure of the defined benefit supplementary pension plan. Implementing the compensation policy The implementation of the compensation policy is carried out under the supervision of the Board of Directors in accordance with the resolutions adopted by the General Meeting. Upon recommendation of the Nomination and Remuneration Committee, the Board of Directors sets, at the latest at the beginning of each semester, the objectives of each performance indicator on which the variable compensation of the Company Executive Officers is based and defines the elasticity curves accelerating the amount of the variable compensation due upwards and downwards depending on the progress of Worldline 3-year strategic plan and its extension based on the guidances. In addition, the Board of Directors sets, upon recommendation of the Nomination and Remuneration Committee, the multiannual equity-based compensation in accordance with the Group’s performance and the ambitions. Exceptions to the application of the compensation policy The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, may alter the global compensation policy in exceptional circumstances, for a temporary period and insofar as such a difference is in accordance with the social interest of the Company and is necessary to guarantee the sustainability and viability of the Company. In particular, the Board of Directors, on the recommendation of the Nomination and Remuneration Committee, may decide to adapt the performance criteria regarding the annual variable compensation and/or the multi-year compensation in shares of the Company Executive Officers and/or the supplementary pension plan in such circumstances having a significant impact on the achievement of one or more performance criteria. In no case may the limit of annual variable compensation, of multi-year compensation in shares of the Company Executive Officers and the supplementary pension plan be increased. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has maintained the performance criteria at this stage, while precising that it could adjust the objectives held for 2020 in view of the current exceptional circumstances being beyond the control of the management (meaning the crisis resulting from the state of sanitary emergency relating to the Covid-19 pandemy) in order to maintain, for the social interest of the Company, the consistency between the implementation of the compensation policy with the performance without modifying the ceilings of annual remuneration, of multi-year compensation in shares of the Company Executive Officers and of the supplementary pension plan.

Such exceptions will be strictly implemented and exercised upon recommendation of the Nomination and Remuneration Committee. They will be limited to exceptional circumstances and their justification communicated, in particular with regard to their alignment with the interests of shareholders. The elements of variable remuneration will remain subject to the binding vote of the General Meeting and may only be paid in the event of a positive vote by the latter in accordance with the provisions of articles L.225-37-3 and L.225-100, III of the French Commercial Code. 2. Method of evaluating performance criteria The performance criteria set for the annual variable compensation in cash and for the long-term compensation in equity are all measurable. Such criteria are based on financial or corporate social responsibility, the achievement of the latter being externally audited. Performance criteria are measured according to the method of evaluation as defined under section E.4.7. of the Universal Registration Document. 3. Handling conflicts of interests The Company complies with the conditions set out in the AFEP-MEDEF Code relating to the management of conflicts of interests. In that respect, the Directors’ Charter of Worldline summarizes the missions and obligations of the members of the Board of Directors and covers, in particular, handling of conflicts of interests (see section G.2.3.10 of this Universal Registration Document). The Directors’ Charter provides that the Director strives to strictly avoid any conflict that may arise between his or her own moral and material interests and those of the Company. Directors must inform the Board of Directors of any actual or potential conflict of interest that they are aware of. He or she must strictly refrain from participating in discussions or decisions on such matters where he or she should be in a situation of a conflict of interests. In addition, as part of the procedures for managing conflicts of interest, the Corporate Officer concerned does not participate in the work of the Nomination and Remuneration Committee and does not take part in the deliberations or vote on decisions concerning him or her taken by the Board of Directors. The Company complies with the recommendations of the AFEP-MEDEF Code on the number of independent members in the Board of Directors (see section G.2.3.3.2 of this Universal Registration Document). 4. Allocation of the annual amount allocated to the members of the Board of Directors In accordance with the resolution adopted at Worldline's Shareholders Meeting dated April 30, 2019, the 2019 annual budget for Directors’ compensation was set at € 600,000. The rules of payment of the Directors’ fees are determined by the Board of Directors, based on the proposal of the Nomination and Remuneration Committee. During its meeting held on February 19, 2020, the Board of Directors, upon recommendation of the Nomination and Remuneration Committee, decided to slightly increase the variable part of the compensation paid to Directors for Board (from €2,000 to €2,500 per meeting attended) and Committee (from €1,000 to €1,500 per meeting attended) meetings.

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395 Universal Registration Document 2019