Worldline - 2019 Universal Registration Document

G

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

Past awards of subscription or purchase options G.3.3.4 (up to December 31, 2019) – AMF Table 8

The table below shows the past grants by Worldline since 2014 to reward and retain its key-talents and top management. Mr. Gilles Grapinet, as Company Chief Executive Officer, was

2018, Mr. Gilles Grapinet, as Company Chief Executive Officer, was granted 81,000 stock-options by Worldline; on the same date Mr. Marc-Henri Desportes, as Company Deputy Chief Executive Officer, was granted 62,000 stock-options by

granted 180,000 stock-options by Worldline on September 3, Worldline. On July 24, 2019, Mr. Gilles Grapinet and 2014 and on September 1, 2015. For further details regarding Mr. Marc-Henri Desportes were respectively granted 26,250 the 2014 and 2015 plans, please refer to respectively the and 13,600 stock-options by Worldline. Worldline 2014 and 2015 Registration Documents. On July 21,

Date of Shareholders Meeting Date of Board meeting Exercise period start date Exercise period end date

2019

2014

2015

2016

2016

2018

2018

Total

03/09/2014 27/07/2015 2 22/02/2016 3 25/07/2016 4 21/07/2018 18/10/2018 7 24/07/2019 15/05/2016 15/05/2017 25/05/2018 25/05/2018 21/07/2021 31/03/2022 24/07/2022 03/09/2024 31/08/2025 24/05/2026 15/08/2026 20/07/2028 01/01/2029 23/07/2029

Strike price (in €) Options granted

17.22

22.87

26.82

28.58

52.91

46.69

66.77

1,527,220 1,558,500 196,000

45,000 262,000 130,550

98,600 3,817,870

of which to members of the Board 1

189,330 5

180,000 6

0

0 81,000 6

0 26,250 6

476,580

Number of beneficiaries

92

138

52

2

18

5 0 0

19

Options exercised

879,300 635,409 90,300 154,500 557,620 768,591

72,650 23,000

0 0

0 1,610,359 0 261,800

Options cancelled or expired

17,000

0

Status on 31/12/2019

106,350

22,000 262,000 130,550

98,600 1,945,711

Value of unexercised options (in € million)

9.6

17.6

2.9

0.6

13.9

6.1

6.6

57.2

Current Board of Directors. 1 The grant date has been set by the Board of Directors on September 1, 2015. 2 The grant date has been set by the Board of Directors on May 25, 2016. 3 The grant date has been set by the Board of Directors on August 16, 2016. 4 In addition to Mr. Gilles Grapinet to whom 180,000 stock-options were granted, stock-options were also granted to Mr. Gilles Arditti (9,330). 5 Among the Directors, stock-options were only granted to Mr. Gilles Grapinet. 6 The grant date has been set by the Board of Directors on January 2, 2019. 7

The overview of the performance conditions applicable to the above plans is set forth under Section 17.3.3 of the 2016 Registration Document. The performance conditions related to the plans dated July 21, 2018 and October 18, 2018 (with a grant date on January 2, 2019) are set forth under Section D.3.4.3 of the 2018 Registration Document and the performance conditions related to the plan dated July 24, 2019 are set forth under Section G.3.3.4 of this Universal Registration Document.

The achievement of the performance conditions relating to the stock-options plan of May 25, 2016, August 16, 2016, July 21, 2018, October 10, 2018 (with a grant date on January 2, 2019) and July 24, 2019 can be found in Section G.3.3.7.

432

Universal Registration Document 2019