Worldline - 2019 Universal Registration Document

G

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

Fixed compensation The fixed compensation paid to Mr. Gilles Grapinet as Chief Executive Officer amounted to € 605,740 1 on an annual basis. The fixed annual compensation of the Chief Executive Officer has been approved during the General Meeting of the Company, dated April 30, 2019 under the 19th resolution.

Annual variable compensation The variable compensation due to Mr. Gilles Grapinet for 2019 amounts to € 711,457 2 and corresponds to the application of a payout of 101.64% of the target variable compensation and 117.45% of the annual fixed compensation.

Based on the semester's targets, the full year average achievements are the following:

2019

Achievement

Group Organic Revenue Growth

99.8% 100.1% 103.8%

Group Operating Margin before Depreciation and Amortization

Group Free Cash Flow

In 2019, the nature and weighting of each indicator of the variable on-target bonus of the Chief Executive Officer are the following: Worldline Group Organic Revenue Growth (40%); ● Worldline Group Operating Margin before Depreciation and ● Amortization (30%); Worldline Group Free Cash Flow before ● acquisition/disposal and variation of equity and dividend (30%).

The achievement of these criteria and the subsequent variable compensation amount has been approved during the Board of Directors meetings of July 24, 2019 and February 18, 2020. The variable compensation due for the first semester 2019 was €356,893, i.e . 104.97% of the on-target variable compensation for the first semester and €354,564, i.e . 98.49% for the second semester.

2019 Targets

First Half

Second Half

Indicator

Weight

Payout *

Weight

Payout*

Group Organic Revenue Growth Group Operating Margin before Depreciation and Amortization Group Free Cash Flow 1 Payout in % of the on-target variable compensation for a semester

40%

97.9%

40%

91.8%

30% 30%

103.9% 115.5%

30% 30%

98.5% 107.3%

104.97%

98.49%

After applying the 130% payout capped curves * Before acquisition/disposal and variation of equity dividends 1

Budget targets are in line with the financial targets shared by the Company every year. The Company did not apply the claw-back provision regarding the concerned year.

1 It is reminded that the CEO is entitled to a total annual fixed compensation of € 622,500. Until February 1, 2019, such annual fixed remuneration was paid to Mr. Gilles Grapinet pursuant to his employment agreement with Atos International SAS. Two-thirds corresponding to the portion of his fixed compensation relating to his duties as Chief Executive Officer of the Company was re-invoiced in full by Atos International SAS to the Company. 2 It is reminded that the CEO is entitled to a total annual on-target variable compensation of €720,000 (of which € 240,000 is borne by Atos International SAS until February 1, 2019).

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Universal Registration Document 2019