Worldline - 2019 Universal Registration Document

G

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

Benefits in kind In 2019, Mr. Desportes benefited from the use of a company car without a driver. The corresponding costs amount to € 2,922. In 2019, Mr. Desportes benefited as well from an annual medical check-up and an investment advisor. Complementary and supplementary pension plans The Deputy Chief Executive Officer does not benefit from any complementary or supplementary pension plans. Social protection schemes The Deputy 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 is January 1 st , 2021. The medical contribution paid to the insurer is defined as a percentage of the total annual salary up to 5 times the annual Social Security ceiling and co-financed by the company. For 2019, the employer's contribution under the healthcare scheme related to Mr. Marc-Henri Desportes amounts to € 2,722.62. The "incapacity, disability/death" policy mainly offers the following benefits: A death coverage of 320% of annual salary up to slice C (8 ● times the annual Social Security ceiling) up to 500% in case of permanent disability; An educational annuity from 12% to 15% of annual salary up ● to slice C, depending on children age; A salary maintain (up to the slice C) in case of ● incapacity/disability). The "incapacity, disability/death" contribution paid to the insurer is defined as a percentage of the total annual salary up to 5 times the annual Social Security ceiling and co-financed by the company. For 2019, the employer's contibution under the life and disability scheme related to Mr. Marc-Henri Desportes amounts to € 2,433.68. The insurance contracts relating to these schemes may be terminated under the terms and conditions applicable under ordinary law. The Board of Directors may unilaterally revoke the schemes applicable to the Deputy Chief Executive Officer. Other elements of compensation The Company supported € 72, corresponding to the Holidays bonus due by virtue of collective agreement to the Deputy Chief Executive Officer and other employees of Worldline SA. As a reminder, the employment contract of Mr. Desportes is currently suspended and he is not entitled to a severance

payment nor any compensation for non-compete clause un the event of termination of his mandate.

Vote of last Shareholders' Meeting The General Meeting of April 30, 2019 approved the fixed, variable and exceptional elements making up the total compensation and benefits of any kind paid or allocated in respect of the financial year ending December 31, 2018 to Mr. Marc-Henri Desports (eighteenth resolution). Compliance with the compensation policy The fixed, variable, long-term and exceptional elements making up the total compensation and benefits of all kinds attributable to Mr. Marc-Henri Desportes comply with the provisions set by the Board of Directors on the recommendation of the Nomination and Remuneration Committee. This compensation is in line with the corporate interest and adapted to the company's long-term business strategy with a view ensuring its sustainability. The Company has not deviated from nor made any exception to the implementation of the compensation policy. Suspension of the compensation allocated to Directors As the Board of Directors is composed in accordance with the provisions of Article L. 225-18-1 of the French Commercial Code, the payment of the compensation provided for in the first paragraph of Article L. 225-45 of the aforementioned Code has not been suspended. Pay ratio and other indicators G.3.2.5 This information is presented in accordance with article L. 225-37-3, I 6° et 7° of the French Commercial Code, as modified by Order n° 2019-1234 of November 27, 2019 relating to the remuneration of Senior Executive Officers of listed companies. The below ratio shows the yearly evolution of the remuneration of Senior Officers and of the average and median compensation of the employees of the Company over the last five years as well as the equity ratio between the level of compensation of the Company Senior Directors (i.e. Chairman of the Board of Directors, Chief Executive Officer and Deputy Chief Executive Officer) with the remuneration (average and median) of the employees of Worldline SA as well as with the remuneration (average and median) of the employees in the "SEU" 1 Worldline France covering all employees of all entites of the Worldline Group in France, in accordance with the AFEP-Medef recommendation. The following elements of remuneration were taken into account to calculate the remuneration of the Chairman and Chief Executive Officer, the Deputy Chief Executive Officer and the employees: The total base salary paid during the concerned year 1. (including the 13th month) (and including for the Chairman and Chief Executive Officer the 1/3 not reinvoiced by Atos International to Worldline prior to February 1, 2019);

1 "Social and Economic Unit" ("Unité Economique et Sociale").

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Universal Registration Document 2019