Worldline - 2020 Universal Registration Document


Group Savings Plan A group or company savings plan is a collective savings system that offers employees of adhering companies the opportunity to build investment portfolios with the help of their employer, with beneficial tax and social contributions. In particular, it may receive contribution from a profit-sharing or incentive scheme. The implementation of a group savings plan is mandatory in France in companies that have already set up a profit-sharing agreement. A Group Savings Plan was concluded for the benefits of Worldline employees on October 6, 2014 for an indefinite duration. This plan is available to adhering companies of the Worldline Group, and offers employees of these companies, with more than three months seniority, the possibility to subscribe to Worldline shares in company mutual funds (“fonds commun de placement d’entreprise” – “FCPE”), in the framework of the employee shareholding plan “Boost” of Worldline. This plan was subject to amendments on September 1, 2015, on October 30, 2018 and on August 27, 2020. Employee Stock Ownership Plans “Boost” Worldline has offered its own Employee Stock Ownership Plan (“Boost”) several times in the past. Previous offerings took place in November 2014, December 2015 and December 2018. More details on these plans are available in the respective Registration Document. More than 23% of the eligible population participated to the last employee shareholding plan. A new Employee Stock Ownership Plan (“Boost”) has been offered to Worldline employees in December 2020. The participation rate was 30%. Stock-Options/Performance Shares The Board of Directors decided, during its meeting held on June 9, 2020, and upon the recommendation of the nomination and remuneration committee, to proceed with the allocation of a maximum of 101,120 stock-options and 379,730 ordinary performance shares of the Company in favour of the Worldline Senior Executive Officers and other eligible individuals part of the Group executive management team and part of the first managerial lines of Worldline, key talents, key experts and selected juniors. In addition, the Board of Directors decided, during its meeting held on October 28, 2020, and upon the recommendation of the nomination and remuneration committee, to proceed with the allocation of a maximum of 560,401 ordinary performance shares of the Company in favour of the Ingenico beneficiaries, substituting the allocation of shares by Ingenico respectively on June 11, September 7 and October 16, 2020. The characteristics of the performance shares and stock-options plans are identical to the plans described in Section G.3.2 to the benefit of the Senior Executive Officers. Performance shares and/or stock-options plans have also been decided in 2014, 2015, 2016, 2017, 2018 and 2019. The details of those plans are available in the registration document for the concerned year. Besides, detailed information on the number of outstanding shares or stock options relating to previous grants and on the achievement of the performance conditions are available in Section G.3.2.8..

The beneficiary did not adhere to the standards regarding ● suitability and proper behaviour, The beneficiary was found guilty by a final Court decision ● and responsible for conduct/behaviour that resulted in a decrease in the financial position of the Company. No variable compensation will be paid to the concerned eligible employee if he/she is dismissed for gross negligence or with good cause. Regarding the recognition and compensation practices at Ingenico, please consult Chapter 2.4.4 of its extra-financial performance declaration. Profit sharing is a mandatory measure in France for companies or “Social and Economic Unit” (“SEU”) with at least 50 employees, providing for the redistribution of a “special profit-sharing reserve”, if such a reserve is made available at the end of the calendar year. Within the current scope of the SEU Worldline, a profit-sharing agreement has been signed on 28 May 2019 for an indefinite period, following a prior agreement reached in 2018 for the year 2018. This agreement is applicable to all employees of the current UES Worldline companies in France, having an effective seniority of 3 months, continuous or not, within one or several companies An incentive scheme is an optional device whose purpose is to allow the Company to associate more closely, by means of a calculation formula, employees in a collective way to the running of the Company, and more particularly to its results and performance. As such, an incentive scheme was signed on June 27, 2017 in favour of the employees of the current French legal entities, for application from January 1, 2017 for a period of three years. During the first half of 2020, the management has invited union representatives to negotiate a new incentive agreement for the year 2020 only (waiver approved at the request of the Unions to negotiate a one-year agreement and not a 3-year agreement). The new Incentive scheme was signed on July 24, 2020 (for 1 year). During the first half of 2021, the management will invite union representatives to negotiate a new incentive agreement for the period 2021-2023. Employees in Belgium are also associated in a collective way to the Worldline SA/NV and equensWorldline SE results and performance, as well as to the achievement of collective Key Performance Indicators negotiated every year, through the payment of immediately available premiums benefitting from a local specific tax and social security treatment. As part of the pension reform in France, a Collective Retirement Savings Plan (PERCO) was also implemented as a unilateral measure in 2019, for the benefit of the employees of the current French legal entities. It enables long-term investment for retirement through voluntary payments in a favourable tax framework. In the context of the French legislation (“Loi PACTE”) (law no. 2019-486), this scheme might be subject to future changes. Profit sharing agreements D. and incentive schemes Profit Sharing Agreements of the UES Worldline. Incentive Schemes Collective Retirement Savings Plan D. (“PERCO”) [WL 5]


Universal Registration Document 2020


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