Worldline - 2019 Universal Registration Document

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

In order to secure the full year 2020 achievement - in the context of Worldline 3-year strategic plan-, the Board of Directors set up three targets for each semester of 2020, with weighted criteria as follows: Group Organic Revenue Growth (40%); ● Group Operating Margin before Depreciation and ● Amortization (OMDA) (30%); Group Free Cash Flow before acquisition/disposal and ● variation of equity and dividends (30%). The payment of the variable compensation for the first and second semesters 2020 will be subject to the approval of the Shareholders’ General Meeting to be held in 2021 ruling on the 2020 financial statements. Any bonus paid by Worldline can be reclaimed or reduced by Worldline when (i) it has been granted on incorrect information concerning the realization of certain goals and achievements having led to a restatement of the financial results; (ii) the beneficiary did not adhere to the standards regarding suitability and proper behavior; (iii) the beneficiary was found guilty by a final Court decision and responsible for conduct/behavior that resulted in a decrease in the financial position of the Company. No variable compensation will be paid if the Chairman of the Board of Directors and Chief Executive Officer is dismissed for gross negligence or with good cause. The objectives indicated have been set at constant scope and exchange rates. Consequently, the Board of Directors may make adjustments to neutralize the consequences of possible events such as changes in scope, accounting method or currency effects. Multiannual equity-based compensation The Group is strongly committed to associating its employees with the long-term performance and results of the Company, notably through Long-Term Incentive (LTI) plans. Beneficiaries of such LTI plans are mostly the first managerial lines of Worldline, key talents, key experts and selected juniors, and include the Senior Executive Officers. In respect to Senior Executive Officers, share-based compensation is particularly appropriate given the level of responsibility of these functions and his/her ability to contribute directly to long-term company performance in a way that is aligned with shareholders’ interests. For 2020, it will be proposed to the 2020 Annual General Meeting to renew the authorizations granted to the Board of Directors with the view to proceed with the issuance of performance shares and stock-options, the main characteristics of which are described below. The Chief Executive Officer will be granted, under the conditions defined below, an equivalent number of stock-options and performance shares, the total value of both the stock-options and the performance shares being limited to a maximum value of € 1,280,738 which is identical to the value of the 2019 grant of long-term incentives (fair value according to IFRS 2 standard retained for the consolidated financial statements of the Company) and represents maximum 45.1% of the total maximum compensation.

The envelope reserved for the Senior Executive Officers in 2020 is limited to 0.035% of the share capital on the date of the 2020 General Assembly in relation to the grant of performance shares and 0.035% of the share capital on the date of the 2020 General Assembly in relation to the grant of stock-options. In order to take into account the share price volatility, the Board of Directors will limit the maximum number of equity (in addition to the limit relating to the fair value in euros and the limit relating to the percentage of share capital reserved for Senior Executive Officers), taking into account, for the determination of the number of performance shares and stock-options to be granted, the average of the share price over several months preceding the grant, with a low limit (set at € 48 based on the circumstances as known on the date of publication of this document). Continued-employment: Subject to certain exceptions A. provided for in the plan ( e.g. death or invalidity), the exercisability of the stock-options and/or the acquisition of performance shares are subject to the preservation of the status of Group’s employee or corporate officer, by the beneficiary, during the acquisition period. Performance condition: The allocation of performance B. shares and/or exercisability of stock-options are also subject to the achievement of the following internal and external performance conditions which have been reviewed from 2020 to take into account proxies comments on previous plans and future expectations regarding the Senior Executive Officers compensation policy. These objectives have been defined by the Worldline Board of Directors, upon recommendation of the Nomination and Remuneration Committee to support Worldline in achieving its short-term and long-term strategy . The vesting of all or part of the performance shares/stock-options shall be subject to the achievement over a three-year period of the following three internal financial performance indicators directly connected to key success factors for the achievement of the Group’s ambitions as regularly disclosed to the shareholders: Average of the Group Organic Revenue Growth rates over ● 3 years, conditioning 30% of the overall vesting; and Average rate of Group Operating Margin before ● Depreciation and Amortization (OMDA) over 3 years, conditioning 25% of the overall vesting; and Average Group Free Cash Flow before acquisition/disposal ● and variation of equity and dividends (FCF) at the end of the 3-year plan, conditioning 25% of the overall vesting. These indicators will be calculated on a constant scope of consolidation and exchange rate basis. Their target achievement levels will be set in line with the objectives of the Worldline 3-year plan and its extension based on guidances. The performance indicators would be in line with the key success factors for the Group’s strategy. Internal Performance Conditions

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401 Universal Registration Document 2019