Worldline - 2020 Universal Registration Document

FINANCIALS Consolidated financial statements

12 months ended December 31, 2020

12 months ended December 31, 2019

(In € million)

Free share plans Stock option plans

34.3

12.8

1.7 2.6 3.4

0.8 0.4 5.9

Employee share purchase plans

Others

Total

42.1

19.9

Performance share plans Rules governing the performance shares plans are as follows: To receive the share, the grantee must generally be an ● employee or a corporate officer of the Group or a company employee related to Worldline at the time of grant and vesting; Vesting is also conditional on both the continued ● employment condition and the achievement of performance criteria, financial and non-financial; The financial performance criteria relates to the following ● indicators: Group revenue organic growth, and ● Group Operating Margin before Depreciation and ● Amortization (OMDA), and Group Free Cash Flow before acquisition/disposal and ● variation of equity and dividends (FCF); The vesting period varies according to the plans rules but ● never exceeds 3.5 years; For the 2017 Performance Shares Plans, the number of ● shares to be delivered is subject to a multiplier varying from 85% to 115% according to an under/over performance;

For the 2018 and 2019 Performance Shares Plans, the ● number of shares to be delivered is subject to the achievement of internal and external performance conditions. In the situation where one of the internal performance criteria would not be met during the course of the last year of the plan, the latter would be considered as achieved if it reaches at least 85% of the target; however the vesting of performance shares will be lowered to 75% of the initially granted aggregate number; For the 2020 Performance Shares Plans, the number of ● shares to be delivered is subject to the achievement of internal and external performance conditions, based on the elasticity curves defined for each KPI. In any case, the average acquisition rate is limited to 100%; The lock-up period is 0 to 1 year; ● Performance shares plans give the right to issue Worldline ● shares. The Group has implemented two new performance shares plans in 2020, one on June 9, 2020 and one on October 28, 2020.

E

The plans impacting the 2020 charge for € 34.3 million are detailed as follows:

July 24, 2017

July 21, 2018

January 2, 2019

July 24, 2019

June 9, 2020

October 28, 2020

Grant Date

Number of shares granted Share price at grant date (in €)

441,000 336,685

93,700 326,965 379,730

560,401

33.24

51.10

41.62

65.65

67.60

62.14

June 11, 2023 + September 7, 2023 + October 16, 2023

July 24, 2020 3 years

July 20, 2021 3 years

March 31, 2022

July 24, 2022 3 years

June 9, 2023 3 years

Vesting Date(s) Expected Life Lock-up period

3 years

3 years*

- -

- -

- -

- -

- -

- -

Risk free interest rate Expected dividend yield

1.1%

1.1%

1.1%

1.1%

1.1%

1.1%

Fair value of shares granted (in €) Expense recognized in 2020 (in € million)

32.16

49.44

40.16

63.52

65.41

60.38

5.9 1.6 into account the initial grant date of the 2020 Ingenico Performance Shares plans granted by Ingenico on June 11, 2020, * September 7, 2020 and October 16, 2020 which are substituted by the 2020 Worldline Performance Shares plan granted on October 28, 2020. 8.6 1.0 6.6 3.2

Universal Registration Document 2020

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