Worldline - 2019 Universal Registration Document

G

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

Multiannual equity-based compensation The Deputy Chief Executive Officer will be granted, under the conditions defined below, an equivalent number of stock-options and performance shares, the total value of both the stock-options and the performance shares being limited to a value of € 663,544, which is in line with the value of the 2019 grant of long-term incentives (fair value according to IFRS 2 standard retained for the consolidated financial statements of the Company) and represents maximum 45.2% of the total maximum compensation. The multi-year long-term compensation of the Deputy Chief Executive Officer follows the same principles and conditions than those applicable to the Chairman and Chief Executive Officer. Exceptional compensation The Deputy Chief Executive Officer does not receive any exceptional compensation. Compensation allocated to directors Marc-Henri Desportes has not been appointed as Director and therefore does not receive any remuneration allocated to directors. Severance Pay In the event of termination of his duties as Deputy Chief Executive Officer, Mr. Marc-Henri Desportes will not receive any severance pay or compensation under a non-compete clause. Benefits in kind The Deputy Chief Executive Officer benefits from a company vehicle without driver. The benefit in kind relating to the private use of the company vehicle without driver amounted to € 2,922 in 2019. The Deputy Chief Executive Officer is also benefitting from an annual medical check-up and an investment advisor. Complementary and supplementary pension plans The Deputy Chief Executive Officer does not benefit from any complementary or supplementary pension plan in force within Worldline.

Other elements of compensation The Deputy Chief Executive Officer is entitled to the Group regime of reimbursement of health costs and “Invalidity, Death & Disability” policy applicable to the employees of Worldline SA as well as to the assistance contract in case of travel abroad in force within Worldline SA. 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 1st, 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 contribution related Mr. Marc-Henri Desportes is € 2,722.62. 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 contribution related to Mr. Marc-Henri Desportes is € 2,443.68. 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 Deputy Chief Executive Officer.

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Universal Registration Document 2019