Worldline - 2019 Universal Registration Document

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

Structure of the compensation

21.9% Compensation without performance conditions

Fixed compensation 21.9%

Max. multi-year long term incentive 45.1%

Max. multi-year long term incentive plans

Max. annual compensation in cash

Max. bonus 33.0%

78.1% Max. compensation subject to performance conditions

Long term compensation In connection with the authorization granted by the Combined General Meeting of April 30, 2019 (twenty-fourth and twenty-fifth resolutions), the Board of Directors decided, during its meeting held on July 24, 2019, and upon the recommendation of the Nomination and Remuneration Committee, to proceed to the allocation of 26,250 stock-options (valued at € 208,688 1 ) and 26,250 performance shares (valued at € 1,072,050 2 ) in favor of the Chief Executive Officer. These grants were decided in accordance with the approval given by the General Meeting on April 30, 2019 under the 19 th resolution. These amounts take into account the recommandations of the AFEP-Medef Code applicable to the Chief Executive Officer. These performance shares are evaluated at € 40.84 and the stock-options at € 7.95 according to IRFS 2 standard retained for the consolidated financial statements of the Company. In their analysis, the Board of Directors also reviewed the following components: The beneficiary is required to remain owner of 15% of his ● acquired shares for the duration of his duties as Corporate Officer and to keep on the nominative form, at least 5% of the shares issued on exercise of stock-options;

The prohibition to enter into financial hedging transaction ● relating to the granted performance shares and stock-options during the term of the Chief Executive Officer. In line with the commitments made on the occasion of previous share award plans, the Chief Executive Officer, on the occasion of the award of stock-options on September 3, 2014, September 1, 2015, July 21, 2018 and July 24, 2019 and of the award of performance shares on July 25, 2016, July 24, 2017, July 21, 2018 and July 24, 2019, took note of the Company's prohibition towards him not to engage in any risk hedging transactions over the shares which are subject to the award throughout the duration of his social mandate. Exceptional compensation As a reminder, the Chief Executive Officer does not receive exceptional compensation 3 nor any other compensation element. Director's fees The Chief Executive Officer has declined to receive his Director's fees.

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1 Based on the fair value as determined according to IFRS 2 standard retained for the consolidated financial statements. 2 Based on the fair value as determined according to IFRS 2 standard retained for the consolidated financial statements. 3 A compensatory allowance for the loss of accrued annual leave for 2019 and previous years amounting to € 160,589 which was paid to the Chief Executive Officer when he resigned from his employment contract with Atos International SAS in February 2019 has not been recharged to Worldline and has therefore not been taken into account.

415 Universal Registration Document 2019