Worldline - 2019 Universal Registration Document

G

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

Compensation policy for the G.3.1.3 Chairman of the Board of Directors and Chief Executive Officer The compensation policy for the Chairman and Chief Executive Officer applies to the current Chairman and Chief Executive Officer, Mr. Gilles Grapinet, and will fully apply to the Chief Executive Officer when the functions of Chairman of the Board of Directors and of Chief Executive Officer will be split again. 1. General principles and mandate of the Chairman of the Board of Directors and Chief Executive Officer Mr. Gilles Grapinet was appointed Chief Executive Officer on April 30, 2014, the date on which the Company was converted into a limited liability corporation (société anonyme) , for the duration of his term as a Director. Prior to such date, he had been Chairman of the simplified stock company since July 31, 2013. His term as Director of the Company was renewed during the Annual Shareholders’ General Meeting of 2017 for a period of three years, thus expiring at the end of the 2020 Annual General Meeting. It will be proposed to renew the term of office of Mr. Gilles Grapinet as Director at the 2020 Annual General Meeting, for a 3-year term that will expire at the end of the General Meeting called in 2023 to approve the 2022 financial statements. The Board of Directors, during its meeting held on October 24, 2019, upon recommendation of the Nomination and Remuneration Committee, unanimously decided that the chairmanship of the Board of Directors be assumed by Mr. Gilles Grapinet, following the resignation of Mr. Thierry Breton as Chairman of the Board of Directors subsequent to the announcement by the presidency of the French Republic of its proposal to submit the candidature of the latter as Commissioner representing France in the European Commission. Until the resignation of Mr. Thierry Breton as Chairman of the Board on October 24, 2019, the roles of

Chairman and Chief Executive Officer were dissociated. In order to ensure continuity in the successful management of the Company and guarantee smooth transition following Worldline deconsolidation from the Atos group, secure targets achievement, in particular in the context of three-year plan 2019-21 (including the integration of SIX Payment Services and the ongoing synergy plans), carry-out major external growth projects, and pursue delivering value to investors, the Board of Directors, following the recommendation of the Nomination and Remuneration Committee, has decided with immediate effects that the chairmanship of the Board be assumed by Mr. Gilles Grapinet, thus uniting the functions of Chairman of the Board of Directors and of Chief Executive Officer of the Company. The Board of Directors indicated, under the recommendation of the Nomination and Remuneration Committee, that the unification of the functions of Chairman and Chief Executive Officer was expected to be made, on a temporary basis as it was contemplated that such functions would be dissociated again in particular in order to facilitate governance discussions in the context of a future strategic partnership expected in the short term. It was decided to monitor closely and regularly this topic in the best interest of the Company in particular depending on the strategic opportunities status. The Chairman and Chief Executive Officer may be removed from office at any time by the Board of Directors. Mr. Gilles Grapinet is not bound by any employment contract with the Company or any other entities of the Group. The above four principles underlying the total compensation policy applicable to each Senior Executive Officer are reflected as follows in the total compensation package of Gilles Grapinet, who is not paid for his function as Chairman. In consequence, if and 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.

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Universal Registration Document 2019