Worldline - 2019 Universal Registration Document

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

The stock-options can only be exercised between the date of acquisition and the tenth anniversary of the date of grant excluded (with some exceptions provided for in the plan rules), in compliance with the “black-out periods” as set by the Company according to the Guide for the Prevention of Insider Trading and applicable laws. The Senior Executive Officers must keep, in a nominative form, at least 5% of the shares issued upon exercise of the stock-options, and this, until the termination of their function of Senior Executive Officer. The exercise price of the stock-options will be equal to the average opening share prices calculated on the 20 days preceding the grant date increased by 5%. Exceptional compensation The Chairman and Chief Executive Officer does not receive any exceptional compensation. Remuneration allocated to Directors Mr. Gilles Grapinet does not receive any remuneration allocated to Directors nor as Chairman of the Board of Directors. Defined benefit supplementary pension plan On March 15, 2019, the Board of Directors decided to implement a defined benefit supplementary pension plan to which the Chairman and Chief Executive Officer is eligible. This pension plan, which is the continuation of the Atos regime and replicating fully the conditions under which the beneficiary can be entitled to the supplementary pension plan, has been approved by the General Meeting held on April 30, 2019 (the “2019 Supplementary Pension Plan”). The Board of Directors of December 19, 2019 decided that the above-mentioned 2019 Supplementary Pension Plan in force in Worldline SA has to be brought into line with the law “Loi Pacte” adopted by the French National Assembly on May 22, 2019 (Article L. 137-11-2 of the French social security Code) and executed by the Order n°2019-697 of July 3, 2019 relating to supplementary professional retirement regime. The Board of Directors therefore decided: The closing of any new adhesion from July 4, 2019 to the (a) 2019 Supplementary Pension Plan; The freeze, on December 31, 2019, of rights built up (b) under the current defined benefit supplementary pension plan for the Chief Executive Officer affiliated before July 4, 2019 without freezing the compensation reference for the calculation of the future potential annuity at retirement. The amount of the pension is fixed under this plan to 0.625% of the reference compensation per entire calendar quarter of seniority (i.e. 2.5% per year ), provided that the performance conditions are met (replicating the Atos regime). More information is available under the section G.3.2.3.1 relating to the elements of remuneration awarded to the Chief Executive Officer in 2019. A seniority of at least 5 years within the Executive Committee of Worldline SA (in addition to being an employee or Senior

Executive Officer of Worldline SA) is required for the payment of the pension rights. More details about the 2019 Supplementary Pension Plan is provided in the 2018 Registration Document and below in the section relating to elements of the compensation due or awarded at the end of 2019 to Senior Officers, submitted to the shareholders’ vote. The Board of Directors decided on February 18, 2020, upon recommendation of the Nomination and Remuneration Committee, in the framework of the alignment with the new “Loi Pacte” on supplementary pension plans adopted by the National Assembly on May 22, 2019 (Article L. 137-11-2 of the French social security Code) and executed by the Order of July 3, 2019 relating to supplementary pension schemes, to implement a new supplementary pension scheme within Worldline from January 1, 2020, reserved to Excom members of Worldline SA meeting a minimum of five years seniority in Excom position, employees or Senior Executive Officers of Worldline SA, and whose annual base salary exceeds fifteen times the French annual social security ceiling. This plan allows the acquisition of pension rights at a contribution rate of 0,97% per year . This new plan is taking over the 2019 Supplementary Pension Plan for which any new adhesion is closed and the rights are frozen. Mr. Gilles Grapinet is meeting the condition to benefit from this supplementary pension plan in force within Worldline SA from January 1, 2020 taking over the 2019 Supplementary Pension Plan. For 2020, the Board of Directors, upon recommendation of the Nomination and Remuneration Committee, decided on February 18, 2020 to apply the following performance conditions to validate quarters of the newly implemented supplementary pension plan, in line with the key success factors for the achievement of the Group’s ambitions and our “eco-friendly” commitment fully embedded in the Group's strategy: Group Organic Revenue Growth in line with 2020 market ● guidance – counting for 30% in the overall validation of quarters; Group Operating Margin before Depreciation and ● Amortization in line with 2020 market guidance – counting for 25% in the overall validation of quarters; Group Free Cash-Flow in line with 2020 market guidance ● – counting for 25% in the overall validation of quarters; Group Combined Indicator Corporate Social ● Responsibility (as applied in the 2020 Long-Term Incentive Plan) – counting for 20% in the overall validation of quarters. The validation of the year is limited to a total of 100%. The applicable underlying curves for each of the above KPI’s are those of the 2020 Long-Term Incentive Plan (see above). 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.

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403 Universal Registration Document 2019