Worldline - 2019 Universal Registration Document

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

The Board of Directors of December 19, 2019 decided that the 2019 Supplementary Pension Plan in force in Worldline SA has to be brought into line with the law "Loi Pacte" adopted by the French National Assembly on May 22, 2019 (Article L. 137-11-2 of the French social security Code) and executed by the Order n°2019-697 of July 3, 2019 relating to supplementary professional retirement regime. The Board of Directors therefore decided : the closing of any new adhesion from July 4, 2019 to the a) 2019 Supplementary Pension Plan; the freeze, on December 31, 2019, of rights built up under b) the 2019 Supplementary Pension Plan for the Chief Executive Officer affiliated before July 4, 2019 without freezing the compensation reference for the calculation of the future potential annuity at retirement. The beneficiary remains entitled to the aggregated rights on December 31, 2019, provided the underlying performance conditions are met and provided he is meeting the presence condition as defined under Article 3 of the Supplementary Pension Plan rules. No potential new rights might be created under the current regime after January 1, 2020. Assuming the Chief Executive Officer was entitled to the pension supplement as from the day after the closing of the financial year, the gross amount of the pension supplement including the compensatory allowance detailed below would be estimated at € 291,000 per annum which is the amount of the pension he would have benefitted from on December 31, 2018 pursuant to the Atos supplementary plan reserved for Executive Committee of the Atos group. The pension supplement will be subject to the following social contributions payable exclusively by the beneficiary: CSG/CRDS (8.8%), Health Contibution (1%), CASA (0.3%) and a special contribution up to 14%. In addition, the pension supplement will be subject to income tax. The employer will pay an annual contribution at the rate of 32% on the pension amount paid. Pensions are paid by an insurer and Worldline funds its commitments when beneficiaires retire. In no event the defined benefit supplementary pension plan can lead to a payment of an annual pension higher than € 291,000. Compensatory allowance The Board of Directors, on March 15, 2019, ensured that the change of status of Mr. Gilles Grapinet had no consequences regarding his pension rights. Yet, this change will have resulted in a loss of the rights that Mr. Grapinet previously validated under the performance criteria set in the Atos pension plan. In this context, the Board of Directors set up a compensatory allowance whose net amount will be equal to the difference between the following two amounts: the net pension (after payment of the social contributions) ● due to Mr. Grapinet on December 31, 2018 pursuant to the Atos SE and Atos International supplementary pension plan (i.e. € 291,000 gross); the net pension (after payment of the social contributions) ● actually received by Mr. Gilles Grapinet pursuant to Worldline pension schemes.

If the difference between those two amounts is positive, Mr. Grapinet will be entitled to receive this compensatory allowance, in the event of a forced departure. This allowance will take the form, at the discretion of the Board of Directors, of: An allowance paid in one instalment (equal to the net ● difference between the capital representing each of the above-mentioned pensions, determined in accordance with the mortality tables in effect at the time of the beneficiary retirement); OR an additional pension that will not benefit from the ● social treatment provided for in Article L. 137-11 of the Social Security Code. The benefit of this allowance will be subject to the achievement of performance conditions assessed regarding Mr. Grapinet's whole career as Chief Executive Officer of Worldline, since 2014: achievement during more than 2/3 of those years of the performance conditions set by the Board of Directors. The allowance will benefit to Mr. Gilles Grapinet in the event of resignation. In case of departure for 2 nd or 3 rd class invalidity or in case of death, the allowance will be due. In the event of the dismissal of Mr. Grapinet before he reaches the legal age of retirement, he will only benefit from the allowance if he does not resume a professional activity until he can benefit from the payment of his pension rights. No amount was granted to Mr. Gilles Grapinet during 2019 as Mr. Gilles Grapinet did not cease to exercise his duty for Worldline SA. The total of rights of the frozen plan (L 137-11), including the potential upside due to new compensation reference plus those of the new plan (L 137-11-2) plus those of the compensatory allowance in case of forced departure before retirement cannot exceed an annuity of € 291,000/year. Other elements of compensation The Company supported € 642, corresponding to the recharge of two-thirds of the holidays bonus due by virtue of collective agreement to the Chief Executive Officer and other employees of Atos International SAS. As a reminder, Mr. Gilles Grapinet does not have any employment contract since February 1, 2019 and will not receive a severance payment at the end of his mandate nor any compensation for non-compete clause in the event of termination of his mandate. Social protection schemes The Chief Executive Officer is entitled to the regime of reimbursement of health costs and "disability/death" policy as well as to the assistance contract in case of travel abroad in force within the Worldline Group in France. The medical policy includes classical in-patient and out-patient benefits (including medication reimbursement, alternative medecine,...), as well as dental and vision coverages. Termination/Renewal date in January 1 st , 2021.

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417 Universal Registration Document 2019