Worldline - 2019 Universal Registration Document

G

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

External Performance Condition relating to Corporate Social Responsibility To meet our environmental-friendly commitment fully embedded in the Group's strategy, on top of financial indicators described above, 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 "combined Corporate Social Responsibility” (“CSR”) indicators conditioning 20% of the overall vesting: One third relating to Carbone Disclosure Program rating; ●

One third relating to Eco Vadis rating; and ● One third relating to GAIA Index Certification. ● Each of the above CSR indicators will be measured over a 3 year period. Indicator's measurement An elasticity curve has been defined by the Board of Directors on February 18, 2020, upon recommendation of the Nomination and Remuneration Comittee before COVID-19 crisis, for each KPI as follows:

Indicator’s measurement

Elasticity curves

% granted

Group Organic Revenue Growth rates Average of the Group Organic Revenue Growth rates over 3 years (2020 – 2022) (“A”) A verage Group Operating Margin before Depreciation and Amortization rates (OMDA ) Average of the Group OMDA rates over 3 years (2020 – 2022) (“B”) Average Group Free Cash Flow before acquisition/disposal and variation of equity and dividends rates (FCF) Average Group FCF over 3 years (2020 – 2022) (“C”) Carbone Disclosure Program Rating Rating obtained at the end of the concerned period (in 2022) (“D1”) Eco Vadis Rating Rating obtained at the end of the concerned period (in 2022) (“D2) Gaia Index Certification Rating obtained at the end of the concerned period (in 2022) (“D3”)

Floor: Target -1.75%

50%

Target

100%

Cap: Target + 1.75% Floor: Target -1.5%

130%

50%

Target

100%

Internal Performance Conditions

Cap: Target + 2% Floor: Target -1.5%

130%

50%

Target

100%

Cap: Target +1.25%

130%

Floor: CDP B

50%

Target: CDP A-

100% 130%

Cap: A

External Performance Condition relating to Corporate Social Responsibility

Floor: 74% of Target

50%

Target: above 2019 results

100% 130%

Cap: Target + 1,2% Floor: 68% of Target

50%

Target: above 2019 results

100% 130%

Cap: Target + 6,8%

A * 30% + B * 25% + C * 25% + [(D1 + D2 + D3) *20%] = Average acquisition rate (The average acquisition rate might not exceed 100%)

Depending on the achievement of internal and external conditions, as described above, the maximum applicable vesting multiplier is capped at 100%. 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. Date of grant, vesting and holding periods: C. The grant date will in principle be the date of the Board of Director following 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, except if any exceptional circumstance would justify otherwise. The beneficiaries of the performance shares and/or stock-options plans will acquire the performance shares and be able to exercise the stock-options three years after the grant, provided that all conditions (both performance and continued-employment conditions) are achieved according to the provisions of the plan. The performance shares acquired will not be subject to a holding period and will be immediately available for sale by their beneficiaries, subject to the “black-out periods” set by the Company in the Guide for the Prevention of Insider Trading, applicable legal rules, and, for the Senior Executive Officers, the 15% retention obligation.

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Universal Registration Document 2019