Worldline - 2019 Universal Registration Document

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

The total compensation policy as well as above detailed key principles apply in the event of any other appointment of a new Senior Executive Officer or in case of any renewal of the mandate of a current Senior Executive Officer. In such case, the components of the remuneration and the policy and criteria set out in the total compensation policy shall also apply to the newly appointed Senior Executive Officer (or of whom the mandate has been renewed). The Board of Directors, upon recommendation of the Nomination and Remuneration Committee, shall then determine the structure of the remuneration and the percentages of variable compensation compared to their annual fixed compensation and which may not be higher than those of the Chief Executive Officer. As well, in the event that a new Director is appointed, the principles, criteria and elements of remuneration set out in the compensation policy for Directors would be applicable. 1. General principles and term of office Directors’ term of office is three years, subject to the statutory provisions concerning age limit and implementation of the renewal by thirds each year of the Directors which can justify terms of office of one or two years. Directors’ term of office may be renewed subject to the same provisions. Employee Directors’ term of office is three years, renewable once. Directors may be dismissed at any time by the General Meeting. However, Employee Directors may be dismissed in case of willful misconduct while performing their mandate. The term of office of the Employee Director ends automatically by anticipation in case of termination of his/her employment agreement or in case his/her employer ceases to be a Worldline affiliate. The employment agreements of the Directors representing the employees may be terminated in accordance with applicable provisions of French labor law (resignation, contractual termination or dismissal or any other equivalent measure) by complying with notice periods and indemnification rules set by the French Labor Code and the collective agreements. 2. Compensation for the financial year 2020 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. Compensation policy for the G.3.1.2 Directors [GRI 102-35]

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 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 will be reimbursed of the expenses incurred for ● the exercise of their duties, in particular accommodation and travel expenses. Given the recent changes in the composition of the Board of Directors and the contemplated changes as part of the contemplated acquisition of Ingenico Group announced by Worldline on February 3, 2020, and the foregoing allocation rules further to the increase in the number of Directors, it will be proposed to the General Meeting to increase the global amount for Directors’ compensation to € 1,200,000.  Besides, Directors are reimbursed of expenses incurred as part of their mandate, notably travel and accommodation. No Director receives any compensation for any mandate held in Group companies. Mr. Gilles Grapinet, Chairman of the Board of Directors and Chief Executive Officer, receives a compensation as Chief Executive Officer (see section G.3.1.3). The Director(s) representing the employees receive(s) a salary by virtue of his/her employment agreement, which is not related to the exercise of his/her mandate as Director(s) of the Company.

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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.

397 Universal Registration Document 2019