Worldline - 2019 Universal Registration Document

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

The performance conditions of the 2018 and 2019 stock-options plans are listed below:

Performance conditions *

21/07/2018

02/01/2019 and 24/07/2019

Group Organic Revenue growth for the year is at least equal to: and Group Operating Margin before Depreciation and Amortization in the relevant year is at least equal to: and Group Free Cash Flow, before dividends and income generated from acquisitions/disposals in the relevant year, is at least equal to:

The growth rate set forth in the Company’s budget for the corresponding year minus a percentage defined by the Board of Directors.

92.5% of the Worldline Group Operating Margin before Depreciation and Amortization disclosed in the budget of the Company for the relevant year.

92.5% of the Worldline Group Free Cash Flow set forth, before dividends and income generated from acquisitions/disposals in the budget of the Company for the relevant year.

and

For each year, at least 2 of 3 internal performance criteria’s must be met, and if one criterion is not met, it becomes compulsory for the following year. For each relevant year, Worldline must fulfill the requirement of at least two out of the three targets: The Worldline Group gets the GRI Standards “Comprehensive” option (or its ● equivalent if, during the plan, the terminology to define the highest achievable level is modified); The Worldline Group gets the Eco Vadis CSR label “Gold” (or its equivalent if, ● during the plan, the terminology to define the highest achievable level is modified); The Worldline Group gets the GAIA Index Certification general rating equal or ● above 70/100 (or its equivalent if, during the plan, this terminology is modified).

External Performance Condition linked to Environmental and Social Responsibility

Years 2019–2020 – 2021 The Board of Directors reserves the right to adjust the performance criteria in the event of a change in the scope of consolidation of * Worldline, of a change in the accounting method used, or due to any other circumstance justifying such an adjustment in order to offset the consequences of these changes on the objectives set at the time of grant. 2018–2019 – 2020

Stock-options granted to the top ten employees who are not Senior Executive G.3.3.5 Officers, and options exercised by the ten employees with the highest number of options purchased or subscribed–AMF Table 9

Average price (exercise price of the year of grant) (in €)

Total number of options granted

G

Plan Date 1

Stock-options granted during the year by the issuer to the ten employees having the highest number of options granted (global information) Stock-options held on the issuer exercised during the financial year by the ten employees of the issuer having the highest number of options purchased or subscribed (global information)

October 18, 2018 & July 24, 2019 September 3, 2014 & July 27, 2015 & July 25, 2016

158,900

50.27

76,000

22.63

Corresponds to the date of the Board of Directors’ meeting that approved the grant. 1

433 Universal Registration Document 2019