Worldline - 2019 Universal Registration Document

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

The insurance contracts relating to these schemes may be terminated under the terms and conditions applicable under ordinary law. The Board of Directors may unilaterally revoke the schemes applicable to the Chairman and Chief Executive Officer.

The ending of the Senior Executive Officer activities does ● not trigger the termination of the employment contract; at termination of the Senior Executive mandate, the Deputy Chief Executive Officer will reintegrate his function or an equivalent function within the Worldline Group, corresponding to his competences and acquired experiences since his hiring on August 1, 2009, including during the period of suspension of his employment contract; Maintenance of the acquisition of seniority during the ● mandate of the Senior Executive Officer; Upon resumption of the employment contract, ● Mr. Marc-Henri Desportes will benefit from the remuneration corresponding to his new function, taking into account the acquired seniority as described above, and being at least equal to € 350,000 for the annual base salary and € 350,000 for the annual on-target bonus with a payout limited to 130% in case of over-performance and with no minimum payout; Suspension of the time saving account during the period of ● suspension of the employment contract (while the benefit of it is maintained during the suspension of the employment contract); The other individual and collective benefits to which ● M. Marc-Henri Desportes was entitled in his capacity as employee at the time of suspension of the employment contract will resume again upon the applicable terms and conditions at the time of revival of the employment contract. The suspended employment contract is concluded for an indefinite period of time and does not provide any exceptional payment of premium at the time of departure. The employment contract of indefinite duration has been concluded with Worldline on June 1st, 2014 . The contract may be terminated in accordance with the provisions of labour law (resignation, breach of contract or dismissal) while respecting the periods of notice and indemnities governed by the provisions of the French Labour Code and the applicable collective agreements. The four principles underlying the total compensation policy applicable to each Senior Executive Officer as detailed above is reflected as follows in the total compensation package of Mr. Marc-Henri Desportes: 1. Balance, Exhaustiveness and Coherence Given the current economic circumstances related to the Covid-19 outbreak, the Deputy 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.

Compensation policy for the G.3.1.4

Deputy Chief Executive Officer - Marc-Henri Desportes

1. General principles and madate of the Deputy Chief Executive Officer In accordance with article 24 of the Company’s bylaws, upon proposal of the Chief Executive Officer and upon recommendation of the Nomination and Remuneration Committee, the Board of Directors decided on July 21, 2018 to appoint Mr. Marc-Henri Desportes as Deputy Chief Executive Officer with effect as from August 1, 2018 and for the duration of the term of office of Mr. Gilles Grapinet as Senior Executive Officer. Based on a proposal of the Chief Executive Officer, the Deputy Chief Executive Officer can be dismissed at any time by the Board of Directors. Detailed information about the appointment and role of Mr. Marc-Henri Desportes as Deputy Chief Executive Officer is provided in Section G.2.2 Management Mode of the present Universal Registration Document. Consequently, the Board of Directors, upon recommendation of the Nomination and Remuneration Committee, decided on July 21, 2018 to authorize, pursuant to article L. 225-38 of the French Commercial Code, the signing of an agreement between Worldline and Mr. Marc-Henri Desportes providing for the suspension of his employment contract with Worldline during the term of his office as Deputy Chief Executive Officer. This agreement has been approved by the General Meeting on April 30, 2019 in accordance with article L. 225-38 of the French Commercial Code. The employment contract was therefore suspended on August 1 st , 2018. It will take effect again at the end of the term of office of Mr. Marc-Henri Desportes. More precisely, the agreement between Worldline and Mr. Marc-Henri Desportes providing for the suspension of his employment contract with Worldline provides for the following main elements: The suspension is foreseen during the term of his office as ● Senior Executive Officer;

G

405 Universal Registration Document 2019