Worldline - 2019 Universal Registration Document

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

1. Balance, Exhaustiveness and Coherence Given the current economic circumstances related to the Covid-19 outbreak, the Chairman of the Board of Directors and Chief Executive Officer informed the Board of Directors on April 1, 2020, that he gives up the benefit of any raise on his annual fixed and variable compensation for 2020 as described below. Consequently, the structure of the compensation of the Chairman of the Board of Directors and Chief Executive Officer remains the same than in 2019 and is as follows:

21.9% Compensation without performance conditions

Fixed compensation 21.9%

Max. multi-year long term incentive 45.1%

Max. multi-year long term incentive plans

Max. annual compensation in cash

Max. bonus 33.0%

78.1% Max. compensation subject to performance conditions

2. Competitiveness The Board of Directors held on February 18, 2020, upon recommendation of the Nomination and Remuneration Committee, proceeded with a comparative analysis of the compensation of the Chief Executive Officer by reference to the median remuneration of generic information published on the market for a Chief Executive Officer function 1 . When reviewing the total compensation package of the Chief Executive Officer, the Board of Directors, upon recommendation of the Nomination and Remuneration

Committee, acted that the Chief Executive Officer's compensation, which has been reviewed only once in 6 years (in 2017), stands significantly below the median of the SBF 120 by 25% in total target cash compensation while the long-term incentive equity-based compensation is positioned between median and percentile 75 reflecting the Group over-achievement and his total target compensation below

G

median (by 6%):

Current package vs Median SBF 120

Annual Base Salary On-Target Bonus

-31% -20% -25%

Total Target Cash Compensation Total Target Compensation

-6%

1 Executives’ compensation of public companies part of the French SBF120 index », Mercer, 2019 edition.

399 Universal Registration Document 2019