Worldline - 2019 Universal Registration Document

G

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

Performance conditions * 02/01/2017

24/07/2017

21/07/2018

02/01/2019 and 24/07/2019

and External Performance Condition linked to Environmental and Social Responsibility

For each year: Customer Satisfaction: a ● target is set, the threshold is set at 90% of the target and the ceiling at 110%. A linear payout multiplier is set between the threshold and the target (85%-100%) and between the target and the ceiling (100%-115%). equensWorldline Quality ● Measure: a target is set, the threshold is set at 90% of the target and the ceiling at 110%. A linear payout multiplier is set between the threshold and the target (85%-100%) and between the target and the ceiling (100%-115%).

Worldline must fulfill the requirement of at least two out of the three targets: The Worldline Group aligns ● with the GRI Standards “Comprehensive” (or equivalent if, during the Plan, the term used for the highest level is changed); The Company obtains the ● Eco Vadis CSR - “Gold” score (or its equivalent if, during the Plan, the term used for the highest level is changed); The Company obtains the ● general GAIA Index Certification score equal or higher than 70% (or equivalent if, during the Plan, the term is changed).

For each relevant year, Worldline must fulfill the requirement of at least two out of the three targets: The Worldline Group aligns with the GRI ● Standards “Comprehensive” (or equivalent if, during the Plan, the term used for the highest level is changed); 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).

Years 2018–2019 – 2020 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 adjustement in order to offset the consequences of the changes on the objectives set at the time of grant. In particular, it could, on the recommendation of the Nomination and Remuneration Committee, adjust the objectives adopted for 2020 in the light of the current exceptional circumstances and beyond the control of management (namely the crisis resulting from the state of emergency health in connection with the Covid-19 pandemic) in order to maintain, in the Company's corporate structure, the adequacy of the implementation of the remuneration policy with performance; these objectives remaining in line with the company's strategy and with a level of requirement aimed at ensuring the alignment of the interests of beneficiairies and shareholders. 2017–2018 – 2019 2017–2018 – 2019

Achievement of the performance conditions relating to the Stock-Options plans G.3.3.7 and Performance Shares plans of the Company

Regarding the performance shares plan of July 24, 2017 , the performance conditions (internal and external) have been achieved for each of the years 2017, 2018 and 2019. The final acquisition of the performance shares remains subject to the completion of the attendance condition on July 24, 2020. The overall vesting multiplier of the performance shares plan of July 24, 2017 is 100.06%

The stock-options plans dated September 3, 2014 and September 1, 2015, were respectively vested on May 15, 2016 and May 15, 2017, and the options are exercisable since then. The stock-options plans dated May 25, 2016 and August 16, 2016, were vested on May 25, 2018 and the options are exercisable since then. The achievements of the performance conditions relating to those plans as well as the performance shares plan dated July 25, 2016 were covered in previous Registration Documents.

Worldline organic revenue growth Criteria validation

2019 99.7% - yes 2019 98.9% - yes

2018 99.7% – yes 2018 100.3% – yes

2017 99.8% – yes 2017 100.9% – yes

Worldline operating margin before depreciation and amortization (OMDA) Criteria validation

Worldline free cash flow Criteria validation

2019 101.3% -yes

2018 105.7% – yes

2017 101.6% – yes

External performance condition linked to environmental and social responsibility Criteria validation

2019 Yes

2018 Yes

2017 Yes

Performance conditions validation

Yes

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Universal Registration Document 2019