Worldline - 2019 Universal Registration Document

G

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

Such new regime, together with the accumulated rights build up under the 2019 Supplementary Pension Plan frozen on December 31, 2019, should allow Mr. Grapinet to build up pension rights at retirement age corresponding to an annuity that should not exceed € 291,000. Compensatory allowance in the event of forced departure The Board of Directors decided, on February 18, 2019, that the change of the status of Mr. Grapinet should be neutral for him in terms of retirement plan. However, because of this change of status, Mr. Grapinet will lose the benefit of rights that he previously validated under performance conditions set in the Atos pension plan during his 10 years presence within the Atos group (on 40 quarters validated in Atos on December 31, 2018, only 12.44 have been recognized by Worldline at the same date, corresponding to 12.67 quarters on February 1, 2019). Therefore, the Board of Directors decided to implement, to the benefit of Mr. Grapinet, a compensatory allowance in the event of forced departure. The amount of this compensatory allowance is equal to the difference between the net amounts (after payment of the social costs and social security contributions) of: The pension due to Mr. Grapinet on December 31, 2018 ● pursuant to the Atos SE and Atos International supplementary pension plan ( i.e. € 291,000 gross); and The pension actually received by Mr. Grapinet pursuant to ● Worldline supplementary pension plans. This allowance will take the form, at the discretion of the Board of Directors, of an allowance paid as a lump sum or a lifetime pension that will not benefit from the social treatment provided for in article L. 137-11 of the Social Security Code. The benefit of this allowance is conditional upon the achievement of performance conditions assessed regarding Mr. Grapinet’s tenure as Chief Executive Officer of Worldline since 2014: achievement during more than two thirds of those years of the performance conditions set forth by the Board of Directors. For the period 2014 to 2018 the applicable performance conditions are those in force in the supplementary pension plan of Atos for the concerned period (which are detailed in the Atos Reference Document for the concerned period). Regarding 2019, the Worldline Board of Directors decided on February 18, 2019, upon recommendation of the Nomination and Remuneration Committee, to apply the performance conditions as applicable in the Stock-Options Plan Rules of July 24, 2019. Information relating to the achievement of those conditions are available below. No allowance will be paid to Mr. Grapinet in the event of resignation. Thus, Mr. Grapinet will not benefit from this allowance if he voluntary leaves Worldline to claim his pension rights. The allowance is still due in case of departure by reason of 2nd or 3rd class invalidity or in case of death. No additional rights have been created compared to the situation until February 1, 2019.

This compensatory allowance has been approved by the General Meeting held on April 30, 2019 . The Board of Directors, upon recommendation of the Nomination and Remuneration Committee, has decided to reconduct the benefit of the compensatory allowance in 2020 and this will be subject to the approval of the 2020 Annual General Meeting. This compensation may only be paid after the Board of Directors has validated the fulfillment of the applicable performance conditions. The total of rights as per (i) the 2019 Supplementary Pension Plan frozen plan (Social Security Code, art. L 137-11), including the potential upside due to new compensation reference, (ii) the new defined benefit supplementary pension plan (French social security Code, art. L 137-11-2) and (iii) the compensatory allowance in case of forced departure before retirement, cannot exceed an annuity of € 291,000. Benefits in kind The Chairman and Chief Executive Officer benefits from a company vehicle with driver, which can be used for private purposes. Such benefit is treated as a benefit in kind for tax and social security purposes. The benefit in kind relating to the private use of the company vehicle with a driver amounted to € 11,541 in 2019. The Chairman and Chief Executive Officer is also benefitting from an annual medical check-up and an investment advisor. Other elements of compensation In conformity with the approval by the Shareholders’ General Meeting of April 30, 2019, Mr. Gilles Grapinet is entitled to the Group regime of reimbursement of health costs and “incapacity, disability/death” policy applicable to the employees of the Worldline Group as well as to the assistance contract in case of travel abroad in force within Worldline in France. The medical policy includes classical in-patient and out-patient benefits (including medication reimbursement, alternative medicine…), as well as dental and vision coverages. Termination/Renewal date is January 1 st , 2021. The medical contribution paid to the insurer is defined as a percentage of the total annual salary up to 5 times the annual Social Security ceiling and co-financed by the Company. For 2019, the employer’s contribution related to Mr. Gilles Grapinet is € 2,475.26. The “incapacity, disability/death” policy mainly offers the following benefits: A death coverage of 320% of annual salary up to the slice ● C (8 times the annual Social Security ceiling) up to 500% in case of permanent disability; An educational annuity from 12% to 15% of annual salary up ● to slice C, depending on children age; A salary maintain (up to the slice C) in case of ● incapacity/disability. The “incapacity, disability/death” contribution paid to the insurer is defined as a percentage of the total annual salary up to 5 times the annual Social Security ceiling and co-financed by the company. For 2019, the employer’s contribution related to Mr. Gilles Grapinet is € 2,240.04.

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Universal Registration Document 2019