Worldline - 2019 Universal Registration Document

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

Structure of compensation

23.8% Compensation without performance conditions

Fixed compensation 23.8%

Max. multi-year long term incentive 45.2%

Max. multi-year long term incentive plans

Max. annual compensation in cash

Max bonus 31.0%

76.2% Max. compensation subject to performance conditions

Long term compensation In connection with the authorization granted by the Comined General Meeting of April 30, 2019 (twenth-fourth and twenty-fifth resolutions), the Board of Directors decided, during its meeting held on July 24, 2019, and upon recommendation of the Nomination and Remuneration Committee, to proceed to the allocation of 13,600 stock-options (valued at € 108,120 1 ) and 13,600 performance shares (valeud at € 555,424 2 ) in favor of the Deputy Chief Executive Officer. These grants were decided in accordance with the approval given by the General Meeting on April 30, 2019 under the 20 th resolution. These amounts take into account the recommendations of the AFEP-Medef Code applicable to the Deputy Chief Executive Officer. These performance shares are evaluated at € 40.84 and the stock-options at € 7.95 according to IFRS 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 Deputy Chief Executive Officer. In line with the commitments made on the occasion of previous share award plans, the Deputy Chief Executive Officer, on the occasion of the award of stock-options and of performance shares on 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 the subject of the award throughout the duration of his social mandate. Exceptional compensation Mr. Marc-Henri Desportes did not receive any exceptional compensation. Directors' fees Mr. Marc-Henri Desportes has not been appointed as Director and therefore did not receive Directors' fees. Compensation paid by a company in the scope of consolidation Mr. Marc-Henri Desportes does not receive compensation elements or benefits in kind related to his mandate from Worldline's subsidiaries.

G

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.

421 Universal Registration Document 2019