Worldline - 2019 Universal Registration Document

G

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

Gross amount of compensation paid and due in the fiscal year, per Director, in relation to attendance at Board of Directors and Committees meetings (AMF Table 3)

2019

2018

Paid 1

Due 2

Paid 3

Due 4

(in €)

Aldo Cardoso

42,250*

82,000* 36,333* 52,000 29,333* 63,000 56,000*

44,000*

42,250*

Mette Kamsvåg 5 Danielle Lagarde Georges Pauget 5 Susan M. Tolson Thierry Breton 6 Romeo Lacher 7 Gilles Grapinet Luc Rémont

0

0 0 0

0

3,667

3,667

0

0

37,000 38,500*

36,000 38,250*

37,000 38,500*

-

-

-

-

3,667

20,917*

0

3,667

- -

- -

- -

- -

Gilles Arditti

Giulia Fitzpatrick

4,417*

59,000* 43,083*

0 0

4,417*

Lorenz von Hasburg Lothringen 5

0

0

Marie-Christine Lebert 8 Ursula Morgenstern

- - - -

- - - -

- - - -

- - - -

Sophie Proust 7

Pierre Barnabé (censor) 9 Daniel Schmucki (censor)

3,667*

54,000* 496,917

0

3,667*

Total 133,167 The compensation awarded to Directors and the Censors residing outside of France corresponds to the amounts, before withholding * tax, paid or due by Worldline. Directors' compensation paid in 2019, for 2018. 1 Directors' compensation due for 2019. 2 Directors' compensation paid in 2018, for 2017. 3 Directors' compensation due for 2018. 4 Appointed on April 30, 2019. 5 Ms. Marie-Christine Lebert, Director representing the employees, is employed by the Worldline Group. The Director representing the 8 employees does not receive any compensation in relation to her attendance at Board of Directors and Committees meetings. Ms. Marie-Christine Lebert received a compensation in connection with her employment contract. Her cash compensation is close to the median and average total compensation of the employees of Worldline SA and the SEU Worldline of the same level of responsability. Director as from October 24, 2019 to November 2019; Appointed as Censor of the Board of Directors on November 15, 2019. 9 133,167 118,250 Resignation effective as of October 24, 2019. 6 Resignation effective as of April 30, 2019. 7

Directors' compensation for the year ended December 31, 2019 is paid in 2020. For 2019, the amount of Directors' compensation due was €496,917 composed of an amount of € 166,667 for the fixed portion, and € 330,250 for the variable portion. Therefore, the variable portion of exceeds the fixed portion of the total Directors' compensation, which is in conformity with the AFEP-Medef Code. Structure of compensation The Directors did not receive any variable or exceptional compensation. Compensation paid by a company in the scope of consolidation 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. 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.

Benefits in kind The Directors did not receive any benefits in kind.

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Universal Registration Document 2019