Worldline - 2019 Universal Registration Document

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

The variable compensation paid during the concerned 2. year 1 (including profit sharing and any other applicable incentive schemes) (including for the Chairman and Chief Executive Officer the bonus paid by Atos International and not reinvoiced by the latter to Worldline prior to February 1, 2019); The holiday allowance paid during the concerned year; 3. Any fringe benefits granted during the concerned year 4. (e.g. company car); and The IFRS fair value of any stock-options and/or 5. performance shares granted during the concerned year (taking into account a 100% vesting multiplier for the grant of performance shares in 2016 and 2017). Exceptional compensation, severance pay and supplementary pensions elements are not taken into account. For the Chairman and Chief Executive Officer and the Deputy Chief Executive Officer, as from 2018 and pursuant to the provisions of the so-called "Sapin 2" law, the payment of the variable compensation due for the Y-1 objectives could only be paid after approval by the General Meeting ruling on the Y-1 financial statements. Note that, for the above-mentioned reason, in 2018, the remuneration of the Chairman and Chief Executive Officer and Deputy Chief Executive Officer only takes into account the H2 2017 payout. In 2019, the remuneration of the Chairman and Chief Executive Officer and of the Deputy Chief Executive Officer takes into account the bonus payout for the entire year 2018 (H1 + H2 2018). Additional comments regardind the compensation of the Chairman of the Board of Directors: No compensation, nor Director fees were paid during the concerned period to the Chairman of the Board of Directors. Until October 24, 2019, this function was exercised by Mr. Thierry Breton. As from October 24, 2019, Mr. Gilles Grapinet has been appointed as Chairman of the Board of Directors, for a transition period, in addition to his duties as Chief Executive Officer. Mr. Breton did not receive any Directors' fees in his capacity as Chairman of the Board of Directors for the period from January 1, 2015 through October 24, 2019. For the period from October 24, 2019 to December 31, 2019, Mr. Grapinet did not receive Directors' fees nor other compensation in his capacity as Chairman of the Board of Directors.

Additional comments regarding the compensation of the Chief Executive Officer: Until February 1, 2019, the Chairman and Chief Executive Officer was paid by Atos International SAS according to his employment agreement with the latter. Two third of his annual base salary and variable pay relating to his duties as Chief Executive Officer of Worldline was reinvoiced by Atos International SAS to Worldline. As from February 1, 2019, Mr. Gilles Grapinet retains no duty nor activities within the Atos group, his employment contract with Atos International SAS being terminated at the same date. Since February 1, 2019, Mr. Gilles Grapinet is fully assigned to Worldline as Chairman and Chief Executive Officer. The Board of Directors of Worldline has decided on February 18, 2019 to maintain, in 2019, the total compensation package granted to Mr. Gilles Grapinet in 2018. For the sake of the current ratio calculation, the annual base salary and variable pay of the Chairman and Chief Executive Officer (including the 1/3 not reinvoiced by Atos International to Worldline prior to February 1, 2019) has been taken into account for the period from January 1, 2015 to December 31, 2019. The stock-options and/or performance shares granted by Worldline and Atos SE have been taken into account. Additional comments regarding the compensation of the Deputy Chief Executive Officer: The Board of Directors first appointed a Deputy Chief Executive Officer in July 2018, effective as of August 1, 2018. The remuneration of the Deputy Chief Executive Officer for the period August 1, 2018 to December 31, 2018 has been annualized for the purpose of the below ratio presentation. Additional comments regarding the compensation of the employees of Worldline SA and of the "SEU" Worldline France: the full time equivalent remuneration has only been taken into account if: Paid to employees present on a continued basis during 1. the concerned year in the "SEU" Worldline France ( i.e. present on January 1 and December 31); Paid according to an employment contract of definite or 2. undefinite period and excluding compensation paid to trainees and apprenticeship and inbound and outbound assignees; Paid to employees who have remained active throughout 3. the full concerned year.

G

EVOLUTION AND RATIO COMPARED TO THE AVERAGE COMPENSATION OF THE EMPLOYEES

Average compensation of the employees (in €)

2019

2015

2016

2017

2018

Worldline SA

50,640 50,756

52,623 52,623

54,638 53,601

55,278 53,934

57,427 56,092

"SEU"* Worldline France

"Social and Economic Unit" ('Unité Economique et Sociale" (UES)). *

1 The paid variable remuneration reflects amounts paid for H2 Y-1 and H1 concerned year (Y) for all the employees. This latter is also applicable to the Chairman and Chief Executive Officer and to the Deputy Chief Executive Officer until end 2017 (i.e. for 2017, the paid variable remuneration reflects the payment of the bonus relating to H2 2016 and H1 2017).

423 Universal Registration Document 2019