Worldline - 2019 Universal Registration Document

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

Grant a level of long-term incentives (i.e. maximum (ii) amount of € 663,544, wich is the value of the 2019 long-term incentive) (fair value according to IFRS 2 standard retained for the consolidated financial statements of the Company) which expresses the culture of performance and reflects seen practices in the sector of activity of Worldline. Based on the above conclusion, the Board of Directors decided, upon recommendation of the Nomination and Remuneration Committee, to review as from January 1, 2020 the cash component of the Deputy Chief Executive Officer’s total compensation as described under the section detailing the elements of the Deputy Chief Executive Officer’s remuneration while granting the value of the long term incentive of a maximum amount of € 663,544 (i.e. the value of the 2019 long-term incentive) (fair value according to IFRS 2 standard retained for the consolidated financial statements of the Company). The new total target compensation package of the Deputy Chief Executive Officer will be positioned at median market of the SBF 120 (+3%). While the proposed 2020 new cash pay levels for the Deputy Chief Executive Officer would remain under the median, it is the company's objective to envisage potential other adjustments. 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. The level of long-term incentives represents therefore maximum 45.2% of the total maximum compensation. 3. Pay for performance The compensation of the Deputy Chief Executive Officer fully applies the above principle relating to “Pay for Performance”. 4. Alignment with shareholders interests The total compensation of the Deputy Chief Executive Officer is fully aligned with the shareholders interests as described above. The Board of Directors decided on February 18, 2020, upon recommendation of the Nomination and Remuneration Committee, to review as follows the elements of the total compensation of Mr. Marc-Henri Desportes relating to his duties of Deputy Chief Executive Officer of the Company having in mind the principles of balance, competitiveness, pay for performance and alignment with the shareholders interests, as detailed above. Fixed annual compensation For the reasons mentioned in the previous paragraph regarding the competitiveness of the current compensation package of the Deputy Chief Executive Officer, the Board of Directors, upon recommendation of the Nomination and Remuneration Committee, decided on February 18, 2020 to set the fixed annual compensation of Mr. Marc-Henri Desportes at € 400,000. 2. Compensation of Mr. Marc-Henri Desportes, Deputy Chief Executive Officer

Given the current economic circumstances related to the Covid-19 outbreak, Mr. Marc-Henri Desportes however informed the Board of Directors on April 1, 2020, that he gives up the benefit of his raise on his fixed annual compensation for 2020. Therefore, his fixed annual compensation will remain set at € 350,000 gross (unchanged versus last year). Variable compensation For the reasons mentioned in the previous paragraph regarding the competitiveness of the current compensation package of the Deputy Chief Executive Officer, the Board of Directors, upon recommendation of the Nomination and Remuneration Committee, decided on February 18, 2020 to set the variable compensation of Mr. Marc-Henri Desportes at 100% of his newly proposed annual base salary (i.e. € 400,000). Given the current economic circumstances related to the Covid-19 outbreak, Mr. Marc-Henri Desportes however informed the Board of Directors on April 1, 2020, that he gives up the benefit of his raise on his variable compensation for 2020. Therefore, his variable compensation, subject to performance conditions, will remain set with an annual target being equal to 100% of his annual base salary (i.e. € 350.000), with a maximum payment capped at 130% of the variable compensation in case of over-performance and no minimum payment (unchanged versus last year). The variable compensation of the Deputy Chief Executive Officer follows the same conditions and principles than those applicable to the Chairman and Chief Executive Officer. Any bonus paid by Worldline can be reclaimed or reduced by Worldline when (i) it has been granted on incorrect information concerning the realization of certain goals and achievements having led to a restatement of the financial results; (ii) the beneficiary did not adhere to the standards regarding suitability and proper behavior; (iii) the beneficiary was found guilty by a final Court decision and responsible for conduct/behavior that resulted in a decrease in the financial position of the company. No variable will be paid if the Deputy Chief Executive Officer is dismissed for gross negligence or with good cause. It is recalled that the Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has the ability to adjust, for the period considered, the performance indicators applicable to variable compensation in exceptional circumstances (related, for example, to a state of health emergency or economic impact related to the Covid-19 pandemic). For additional information, see Section G.3.1.1. 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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407 Universal Registration Document 2019