Worldline - 2019 Universal Registration Document

G

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

Multi-year equity-based compensation of Worldline Senior Executive Officers (Mr. Gilles Grapinet and Mr. Marc-Henri Desportes) Additional details are available under Section G.3.2.3 subsection 1 and Section G.3.2.4 setting forth the applicable provisions relating respectively to the multi-year equity-based compensation of the Chairman and Chief Executive Officer and of the Deputy Chief Executive Officer.

Due variable compensation reflects amounts due for the first and second semesters of the relevant year. Paid variable compensation reflects amounts paid for the second semester of the previous year (period from August 1, 2018 to December 31, 2018 relating to the function of Marc-Henri Desportes as Deputy Chief Executive Officer). The payment of the variable compensation due for the first and second semesters 2019 is subject to the approval of the Shareholders’ General Meeting which will validate the 2019 financial statements. Senior Officers benefits – AMF Table 11 G.3.2.8 Mr. Thierry Breton, Chairman of the Board of Directors until October 24, 2019, did not have an employment contract and did 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. As from February 1, 2019, Mr. Gilles Grapinet does not retain duties nor activities within Atos and is fully assigned to Worldline as Senior Executive Officer. Upon proposal of the Nomination and Remuneration Committee, the Board of Directors decided on February 18, 2019, that the change of status of Mr. Grapinet on February 1, 2019 should have no

impact on his total compensation and benefits package, including the supplementary pension scheme (see above Section G.3.2.3 subsection 1 for more details). The labor agreement between Worldline and Mr. Marc-Henri Desportes, Deputy Chief Executive Officer, has been suspended as from his appointment as Deputy Chief Executive Officer and for the duration of the same mandate, in accordance with applicable legislation. Mr. Marc-Henri Desportes is not entitled to any contract-based severance or compensation under a non-compete clause in the event of termination of his position with the Company.

Payments or benefits effectively or potentially due in the event of termination or change of position

Worldline employment contract

Worldline Supplementary Pension plan

Non-compete clause payment

Senior Officers

YES

NO YES

NO YES

NO YES

NO

Thierry Breton Chairman of the Board of Directors (until October 24, 2019) Beginning of term: April 30, 2014 End of term: October 24, 2019 Gilles Grapinet Chairman of the Board of Directors (since October 24, 2019) and Chief Executive Officer Beginning of term: April 30, 2014 End of term: Shareholder’s Meeting called to approve the financial statements for the fiscal year ending Deputy Chief Executive Officer Beginning of term: August 1, 2018 End of term: Shareholder’s Meeting called to approve the financial statements for the fiscal year ending on December 31, 2019 on December 31, 2019 Marc-Henri Desportes

ü

ü

ü

ü

ü ü *

ü *

ü

ü **

ü

ü

ü

For detailed information regarding the supplementary pension plan and the compensatory allowance, please refer to Section G.3.2.3 * subsection 1 "Elements of compensation due or awarded for the financial year 2019 to Mr. Gilles Grapinet, as Chief Executive Officer". The Board of Directors, upon recommendation of the Nomination and Remuneration Committee, decided on July 21, 2018 to ** authorize, pursuant to article L. 225-38 of the French Commercial Code, the signing of an agreement between Worldline and Mr. Marc-Henri Desportes providing for the suspension of his employment contract with Worldline during the term of his office as Deputy Chief Executive Officer. This agreement has been approved by the General Meeting on April 30, 2019 in accordance with article L. 225-38 of the French Commercial Code (see above the section G.3.1.4 "Compensation policy for the Deputy Chief Executive Officer - Marc-Henri Desportes)".

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Universal Registration Document 2019