Worldline - 2019 Universal Registration Document

G

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

Compensation paid by a company in the scope of consolidation Until January 31, 2019, Mr. Gilles Grapinet was employed by Atos International SAS, a subsidiary of Atos SE. Pursuant to the service agreement between Atos International SAS and the Company, one third of his total fixed compensation as well as one third of his total variable compensation provided for by his employment agreement with Atos International SAS was paid and borne by Atos International SAS. Based on the latter employment agreement with Atos International SAS, Mr. Gilles Grapinet received a fixed compensation of € 17,292 and benefitted from a company car with a driver for an amount of € 1,822. Mr. Gilles Grapinet also received an amount of € 321 as holidays bonus due by virtue of a collective agreement applicable to all employees of Atos International SAS. In addition, Mr. Gilles Grapinet received, in 2019, a variable compensation of € 151,058 relating to his duties within the Atos group. Mr. Gilles Grapinet also received a compensatory allowance for the loss of accrued annual leave for 2019 and previous years due to the end of his employment contract with Atos International SAS which amounts to € 160,589. This amount is considered as fully relating to the end of his employment agreement with Atos International SAS (and has not been recharged to Worldline SA). Benefits in kind In 2019, Mr. Gilles Grapinet benefited from the use of a company car with a driver valued at € 11,541. In 2019, Mr. Gilles Grapinet benefitted as well from an annual medical check-up and an investment advisor. Complementary and supplementary pension plans Until January 31, 2019, Mr. Gilles Grpainet was a beneficiary of a defined benefit supplementary pension plan ("régime de retraite à prestations définies") applicable to employees or Directors of Atos International SAS or Atos SE, members of the Executive Committee of the Atos group. The amount of the pension he would benefit from pursuant to this plan was estimated at € 291,000 on December 31, 2018. The Company agreed with Atos SE to bear the costs related to the accumulation of rights by Mr. Gilles Grapinet under the above defined benefits pension plan, prorata the time spent with Worldline as Chief Executive Officer and up to a two-thirds limit, it being specified that the reference remuneration was limited to the one earned during the concerned period. Upon proposal of the Nomination and

Remuneration Committee, the Board of Directors decided on February 18, 2019, that the change of status of Mr. Gilles Grapinet on February 1, 2019 should have no impact on the supplementary pension scheme he benefited from. The Board of Directors decided on March 15, 2019, that (1) the rights previously acquired by Mr. Gilles Grapinet within Worldline will be taken into account (12.67 calendar quarters over the 40 calendar quarters he previously validated within Atos since 2009 up to February 1, 2019) and (2) a new defined supplementary pension scheme should be put in place for Mr. Grapinet (the "2019 Supplementary Pension Plan") based on the conditions described hereafter in order to take over from the Atos scheme. This decision was approved by the Combined General Meeting of April 30, 2019. The terms and conditions of the 2019 Supplementary Pension Plan put into place according to the decision made by the Board of Directors on March 15, 2019 are identical to those laid down by the Atos Scheme: (1) the amount of the pension is fixed at 0.625% of the reference compensation per entire calendar quarter of seniority (i.e. 2.5% per year), provided that the performance conditions are met; (2) the reference compensation is the average of the last five year fixed and variable compensation; (3) the annual amount of the pension supplement paid under the new scheme cannot exceed the difference between 33% of the reference compensation above-mentioned and the annual amount of the beneficiary's basic, complementary and supplementary pensions. The benefit of the 2019 Supplementary Pension Plan is conditional upon (1) performance conditions assessed on annual basis and at the end of the beneficiary's career and (2) a condition of presence within Worldline at retirement time. The acquisition of rights under the 2019 Supplementary Pension Plan is subject to performance conditions set annually by the Board of Directors. The Board of Directors will determine each year the performance conditions for the coming year(s) and will also verify each year the completion of the performance conditions during the preceding year. For 2019, the Board of Directors set the performance conditions for the acquisition of rights under the 2019 Supplementary Pension Plan to the same internal and external conditions provided for in the stock-options plan dated July 21, 2018. On February 19, 2020, the Board of Directors verified the completion of the performance conditions for 2019, with at least two of three internal performance indicators achieved, thus validating pension rights for the four quarters of the year 2019.

Worldline Organic Revenue Growth Criteria validation

2019 99.7% - Yes 2019 98.9% - Yes 2019 101.3% - Yes

Worldline Operating Margin before Depreciation and Amortization (OMDA) Criteria validation

Worldline Free Cash Flow Criteria validation

External performance (condition linked to environmental and social responsability ) Criteria validation

2019 Yes

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Universal Registration Document 2019