Worldline - 2019 Universal Registration Document

G

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

However, given the current economic circumstances related to the Covid-19 crisis, the Board of Directors, on the recommendation of the Nomination and Remuneration Committee, decided not to implement this year the planned increase in the variable portion and clarified that it would be discussed again in due time. It is therefore expected that the rules for allocating the total amount of Directors' remuneration will remain in line with those of 2019, namely: For the Board of Directors: ● A yearly fixed remuneration of € 20,000 per Director plus ● a variable compensation of € 2,000 per attended meeting; The Lead Independent Director receives an additional ● fixed compensation of € 15,000 per year; For the Committees: ● For the Chairmen: Audit Committee Chairman: € 3,500 ● per attended meeting / Other committees Chairman: € 2,500 per attended meeting; For each member of the committees: € 1,000 per ● meeting; Successive meetings held on the same day account for ● one meeting as far as Directors’ compensation is concerned; As far as Directors’ compensation is concerned, the ● Censors are treated the same as a Director 1 ; The Director(s) representing the employees do(es) not ● receive any compensation for the exercise of that mandate; Directors are reimbursed of expenses incurred as part of ● their mandate, in particular, travel and accommodation. 5. Modification of the compensation policy The compensation policy as approved by the General Meeting held on April 30, 2019 must be amended in order to take into account a certain number of events which have occurred since the last shareholders’ vote including: The resignation of Mr. Thierry Breton, Chairman of the ● Board of Directors, effective October 24, 2019; The publication of the Order and Decree of November 27, ● 2019 relating to the compensation of Corporate Officers of listed companies; The publication of the “Loi Pacte” of May 22, 2019 and the ● Order of July 3, 2019, relating to supplementary pension plans; The evolution of the Company’s shareholding in particular ● since the exceptional distribution in kind by Atos SE to its shareholders of 23.5% of Worldline share capital, effective May 7, 2019.

Following the resignation of Mr. Thierry Breton, the chairmanship of the Board of Directors has been assigned temporarily to Mr. Gilles Grapinet, in addition to his duties as Chief Executive Officer, on October 24, 2019. Additional information regarding the unification of the functions of Chairman of the Board of Directors and Chief Executive Officer can be found in section G.2.2 of this Universal Registration Document. Mr. Gilles Grapinet receives no additional compensation related to his duties as Chairman of the Board of Directors. The Worldline Board of Directors also 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 Plan so that the level of allocation and vesting better reflects the Group long-term strategy and actual performance In the context of the projected acquisition of Ingenico Group by Worldline announced on February 3, 2020 and in line with the decision taken by the Board at the time of resignation of Mr Breton as Chairman (see Section G.2.2), it has been agreed that the functions of Chairman of the Board of Directors and of Chief Executive Officer are contemplated to be separated with Mr. Bernard Bourigeaud (current chairman of the board of directors of Ingenico) proposed to be appointed as Director at the AGM (subject to closing of the acquisition of the control of Ingenico) and then expected to be appointed as Chairman of the Board of Directors of Worldline while Mr. Gilles Grapinet would remain Chief Executive Officer. Other appointments of Directors and censor have been made and are contemplated in the context of such transaction (for additional information, refer to Section G.2.3.1) which will be proposed for appointment and ratification at the 2020 Annual General Meeting. The total compensation policy applicable to each Senior Executive Officer based on the above four key principles will therefore fully apply to the Chief Executive Officer. The Board of Directors, upon recommendation of the Nomination and Remuneration Committee, will determine in due time the remuneration of the new Chairman of the Board of Directors, taking into account in particular the fact that the latter does not exercise executive functions, his current level of remuneration as chairman of the board of directors of Ingenico as well as the recommendations of the AFEP-Medef Code. In this context, when the functions of Chairman and Chief Executive Officer will be dissociated again, the total compensation package of Gilles Grapinet will not be impacted by such dissociation. while aligned with market practices (see below). 6. Appointment of new Corporate Officers

1 It is reminded that, since Mr. Gilles Grapinet discharges duties with Worldline Group, he does not receive any compensation in his quality as member of the Board of Directors of the Company.

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Universal Registration Document 2019