Worldline - 2019 Universal Registration Document

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

The 1,823,560 performance shares represented 1.00% of the share capital of Worldline on December 31, 2019. The terms and conditions of the plans granted on July 24, 2017, July 21, 2018, and July 24, 2019 of which the Chairman and Chief Executive Officer and the Deputy Chief Executive Officer are among the beneficiaries, as well as the Plans of January 2, 2017 and January 2, 2019 are described below. The performance conditions of the 2017, 2018 and 2019 plans are listed below:

Performance conditions * 02/01/2017

24/07/2017

21/07/2018

02/01/2019 and 24/07/2019

Group Organic Revenue growth for the year is at least equal to:

(i) Target threshold is set at -1.5% of the equensWorldline growth target set in the budget for the relevant year (ii) a ceiling is set at +2.5% of the equensWorldline grow the rate set in the budget for the relevant year (iii) a linear payout multiplier is set between the threshold and the target (85%-100%) and between the target and the ceiling (100%-115%). (i) Target threshold set at 90% of the OMDA target for equensWorldline in the budget of the relevant year (ii) ceiling set at 110% of the OMDA target for equensWorldline in the budget of the relevant year (iii) a linear payout multiplier is set between the threshold and the target (85%-100%) and between the target and the ceiling (100%-115%). (i) target threshold set at 90% of the Free Cash-Flow budget of equensWorldline for the relevant year (ii) ceiling is set at 110% of the Free Cash-Flow budget for the relevant year (iii) a linear payout multiplier is set between the threshold and the target (85%-100%) and between the target and the ceiling (100%-115%).

(i) The growth rate set forth in the Company’s budget for the corresponding year minus a percentage defined by the Board of Directors; or (ii) the annual growth rate in reference to the growth targets of the Group.

The growth rate for the corresponding year is at least equal to the guidance shared with the market for the relevant year.

and Group Operating Margin before Depreciation and

(i) 85% of the Worldline Group Operating Margin before Depreciation and Amortization disclosed in the budget of the Company for the relevant year; or (ii) the Worldline Group Operating Margin before Depreciation and Amortization recorded in the previous year increased by 10%. (i) 85% 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; or (ii) the Worldline Group Free Cash Flow before dividends and income generated from acquisitions/disposals recorded in the previous year increased by 10%.

The OMDA in the relevant year is at least equal to (i) the OMDA guidance shared with the market for the relevant year; or (ii) an increase defined by the Worldline Board of Directors versus the previous year.

Amortization in the relevant year is at least equal to one of the following two amounts:

and Group Free Cash Flow, before dividends and income generated from acquisitions/ disposals in the relevant year, is at least equal to one of the following two amounts:

The amount of the Group Free Cash Flow, before dividends and income generated from acquisitions/disposals in the relevant year, is at least equal to (i) the Group Free Cash Flow, before dividends and income generated from acquisitions/disposals, in the guidance shared with the market for the relevant year or (ii) an increase defined by the Worldline Board of Directors versus the previous year.

G

435 Universal Registration Document 2019