Worldline - 2019 Universal Registration Document

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

Elements of the compensation due or awarded for the financial year G.3.2 2019 to the Corporate Officers, and submitted to the shareholders vote

Pursuant to article L. 225-100 of the French Commercial Code, the amounts and elements presented below, resulting from the implementation of the compensation policies approved by the Annual General Meeting which was held on April 30, 2019, are subject to the approval of the 2020 Annual General Meeting. They form an integral part of the report of the Board of Directors on corporate governance. Elements of compensation due or G.3.2.1 awarded for the financial year 2019 to the members of the Board of Directors [GRI 102-35] Compensation elements In accordance with the resolution adopted at Worldline's Shareholders Meeting dated April 30, 2019, the 2019 annual budget for Directors' compensation was set at € 600,000. The rules of payment of this compensation are determined by the Board of Directors, based on the proposal of the Nomination and Remuneration Committee. It is reminded that in order to enhance its compliance with the AFEP-Medef Code, the Board of Directors, during its meeting held on March 15, 2019, on the proposal of the Nomination and Remuneration Committee, decided to amend the allocation rules for 2019 in order to include a variable portion significantly higher than the fixed part. In addition, according to these rules, the Chairman of the Board of Directors and the other members who discharge duties with Atos group or Worldline Group did not receive any compensation in 2019 in their quality as Directors of Censors of the Company. During its meeting held on February 18, 2020, the Board of Directors, upon recommendation of the Nomination and Remuneration Committee, confirmed the award of a compensation to the Directors and the Censor appointed upon proposal of Six Group AG as well as Mr. Gilles Arditti as censor 1 . In addition, as per the decision of the Board of Directors dated April 14, 2019, the Director representing the employees does not receive any compensation in this quality.

As confirmed by the Board of Directors, during its meeting held on February 18, 2020: for 2019, the global amount of the compensation for Directors was allocated on the basis of the following principles: For the Board of Directors: a yearly fixed compensation of ● € 20,000 per Director plus a variable fee of € 2,000 per attended meeting; For the Committees: compensation remains only based on ● attendance to the meetings: € 3,500 per attended meeting for the Chairman of the Audit Committee; € 2,500 per attended meeting for the Chairman of the other Committees and € 1,000 per attended meeting for each member of the Committees; Successive meetings held on the same day account for ● one meeting as far as Directors' compensation is concerned; As far as Directors' compensation is concerned, the ● Censors are treated the same as a Director. With the exception of (i) Mr. Gilles Grapinet, Chairman and Chief Executive Officer and (ii) Ms. Marie-Christine Lebert, Director representing the employees, the members of the Board of Directors did not receive any other compensation from the Company or any of its subsidiaries for the fiscal year which ended on December 31, 2019 for their function of Director or Censor of the Company. The Director(s) representing the employees receive(s) a salary from the concerned Group Company by virtue of his/her employment agreement, which is not related to the performance of his/her mandate as Director(s) of the Company. Because Mr. Gilles Grapinet has duties within the Worldline Group, he does not receive any compensation as Director of the Company. Mr. Gilles Grapinet receives a compensation as Chief Executive Officer. The remuneration perceived by Mr. Gilles Grapinet in 2019 is described under section G.3.2.3 below.

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1 On March 16, 2020, Mr. Gilles Arditti resigned as Director initialy appointed upon Atos SE's proposal. On March 19, 2020, the Board of Directors appointed Mr. Gilles Arditti, acting on his own name, as censor.

409 Universal Registration Document 2019