Worldline - 2019 Universal Registration Document

G

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

2. Compensation of Mr. Gilles Grapinet, Chairman of the Board of Directors and Chief Executive Officer, for the year 2020 The Board of Directors decided on February 18, 2020, upon recommendation of the Nomination and Remuneration Committee, to review as follows the elements of the total compensation of Mr. Gilles Grapinet relating to his duties of Chairman and Chief Executive Officer of the Company having in mind the principles of balance, exhaustiveness, coherence, competitiveness, pay for performance and alignment with the shareholders interests, as detailed above. Fixed annual compensation For the reasons mentioned in the previous paragraph regarding the competitiveness of the current package of the Chief Executive Officer, the Board of Directors, upon recommendation of the Nomination and Remuneration Committee, decided on February 18, 2020 to set the fixed annual compensation of Mr. Grapinet at € 850,000. Given the current economic circumstances related to the Covid-19 outbreak, Mr. Grapinet however informed the Board of Directors on April 1, 2020, that he gives up the benefit of his raise on his fixed annual compensation for 2020. Therefore, his fixed annual compensation will remain set at € 622.500 gross (unchanged versus last year). Variable compensation For the reasons mentioned in the previous paragraph regarding the competitiveness of the current package of the Chief Executive Officer, the Board of Directors, upon recommendation of the Nomination and Remuneration Committee, decided on February 18, 2020 to set the variable compensation of Mr. Grapinet at 100% of his newly proposed annual base salary ( i.e. € 850,000). Given the current economic circumstances related to the Covid-19 outbreak, Mr. Grapinet however informed the Board of Directors on April 1, 2020, that he gives up the benefit of his raise on his variable compensation for 2020. Therefore, his variable compensation, subject to performance conditions, will remain set with an annual target being equal to 115,66% of the annual base salary (i.e. € 720.000), with a maximum payment capped at 130% of the variable compensation in case of over-performance and no minimum payment (unchanged versus last year).  As indicated above the total compensation policy is designed to support Worldline in achieving its short-term and long-term strategy, respects its company interests and ensures an efficient implementation of all the relevant regulatory frameworks and initiatives. The variable compensation of the Senior Executive Officers is a conditional compensation, based on clear and demanding operating performance criteria exclusively related to quantitative and financial objectives which are annually fixed by the Worldline Board of Directors, upon proposal of the Nomination and Remuneration Committee. These objectives are closely aligned with the Group’s ambitions, as they are regularly presented to the shareholders. Typical criteria are: Revenue, OMDA and Free Cash Flow (see section G.3.1.1.(3) on Pay for performance above).

The Worldline Board of Directors considered the following, upon proposal by the Nomination and Remuneration Committee: Align the cash target remuneration of the Chief Executive (i) Officer closer to median to take into account: Worldline performance as well as the one of the Chief ● Executive Officer; Worldline extended size (since IPO, Group Revenue being ● multiplied by 2.1; OMDA by 2.7 and FCF by 2.5); The introduction of Worldline within the “CAC Next 20”; ● The fact that the Chief Executive Officer cash ● remuneration has only been reviewed once in the last 6 years. Grant a level of long-term incentives (i.e. maximum (ii) amount of € 1,280,738) (which is the value of the 2019 long-term incentive) (fair value according to IFRS 2 standard retained for the consolidated financial statements of the Company) which expresses the culture of performance and reflects seen practices in the sector of activity of Worldline. Based on the above conclusion, the Board of Directors decided, upon recommendation of the Nomination and Remuneration Committee, to review as from January 1, 2020 the cash component of the Chief Executive Officer’s total compensation as described under the section detailing the elements of the Chief Executive Officer’s remuneration while granting a value of long-term incentive of a maximum amount of € 1,280,738 (i.e. the value of the 2019 long-term incentive) (fair value according to IFRS 2 standard retained for the consolidated financial statements of the Company). The new total target cash compensation of the Chief Executive Officer will be positioned still 6% below the median market of the SBF 120 and the total target compensation close to the median (at +7%). While the proposed 2020 new cash pay levels for the Chief Executive Officer would remain under the median, it is the Company’s objective to envisage potential other adjustments. Given the current economic circumstances related to the Covid-19 outbreak, the 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. The level of long-term incentives represents therefore maximum 45.1% of the total maximum compensation. 3. Pay for performance The compensation of the Chief Executive Officer fully applies the above principle relating to “Pay for Performance”. 4.Alignment with shareholders interests The total compensation of the Chief Executive Officer is fully aligned with the shareholders interests as described above.

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Universal Registration Document 2019