Worldline - 2019 Universal Registration Document

G

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

Consequently, the structure of the compensation of the Deputy Chief Executive Officer remains the same than in 2019 and is as follows:

23.8% Compensation without performance conditions

Fixed compensation 23.8%

Max. multi-year long term incentive 45.2%

Max. multi-year long term incentive plans

Max. annual compensation in cash

Max. bonus 31.0%

76.2% Max. compensation subject to performance conditions

2. Competitiveness The Board of Directors held on February 18, 2020, upon recommendation of the Nomination and Remuneration Committee, proceeded with a comparative analysis of the compensation of the Deputy Chief Executive Officer by reference to the median of generic information published on the market for a Deputy Chief Executive Officer function 1 .

When reviewing the 2019 total compensation package of the Deputy Chief Executive Officers, the Board of Directors, upon recommendation of the Nomination and Remuneration Committee, acted that the total target cash compensation, which has not been reviewed since 2018, is positioned 10% below the median market of the SBF 120 while the long term incentive equity-based compensation is positioned at percentile 75 of the SBF 120 reflecting the Company achievement.

Current package vs Median SBF 120

Annual Base Salary On-Target Bonus

-19%

1%

Total Target Cash Compensation Total Target Compensation

-10%

4%

The Worldline Board of Directors considered the following, upon proposal by the Nomination and Remuneration Committee: Align the cash target remuneration of the Deputy Chief (i) Executive closer to median to take into account: Worldline performance as well as the performance of the ● Deputy Chief Executive Officer;

Worldline extended size (since IPO, Group Revenue being ● multiplied by 2.1; OMDA by 2.7 and FCF by 2.5); The introduction of Worldline within the “CAC Next 20”; ● The level of delegation and responsibility given to the ● Deputy Chief Executive Officer.

1 Executives’ compensation of public companies part of the French SBF120 index », Mercer, 2019 edition.

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Universal Registration Document 2019