Worldline - 2020 Universal Registration Document

E

FINANCIALS Consolidated financial statements

Below, plans coming from Ingenico Acquisition coming from previous years:

Grant Date

Co Invest 2018

2018

2019

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

315,855

211,378

727,840

63.64

63.64

63.64

Vesting Date(s) Expected Life Lock-up period

May 16, 2021

May 16, 2021

June 11, 2022

3 years

3 years

3 years

- -

- -

- -

Risk free interest ra te Expected dividend yield

1.1%

1.1%

1.1%

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

19.72

13.01

44.87

2.3

1.8

3.4

In the context of the tender offer Worldline has undertaken to implement a mechanism to provide liquidity to the beneficiaries of the performance shares granted by Ingenico to its employees as the Ingenico shares were delisted from Euronext on November 2020. This liquidity mechanism has the same characteristics as the secondary exchange offer of the tender offer i.e. 29 Ingenico shares for 56 Worldline shares. According to IFRS 3, fair value of the Ingenico plans have been re-estimated in order to allocate to the goodwill the portion linked to services rendered before the business combination. Stock option plans Rules governing the stock options plans are as follows: To exercise the option, the grantee must generally be an ● employee or corporate officer of the Group or a company employee related to Worldline at the time of grant and vesting;

Vesting is conditional on both the continued employment ● condition and the achievement of performance criteria, financial and non-financial; The financial performance criteria are the following: ● 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; The option expiration date never exceeds 10 years after ● the grant date; The exercise of the option is equity-settled. ●

The Group recognized a total expense of € 1.7 million on stock options detailed as follows:

Number of options initially granted

2020 Expense (in € million)

Number of options vested

Grant Date

Vesting Date

July 21, 2018

0.8 0.2 0.3 0.3 1.7

262,000 July 20, 2021 130,550 March 31, 2022 98,600 July 24, 2022 101,120 June 9, 2023

- - - -

January 2, 2019 July 24, 2019

June 9, 2020

Total

592,270

The characteristics of each current stock option plans are detailed as follows:

Grant Date

July 21, 2018 January 2, 2019 July 24, 2019 June 9, 2020

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

262,000

130,550

98,600

101,120

51.1 52.9

41.6 46.7

65.7 66.8

67.6 69.7

Strike price (in €)

Vesting date

July 20, 2021 March 31, 2022 July 24, 2022 June 9, 2023

Expected volatility

21%

25%

26%

24%

Expected maturity of the plan

5 years 0.019%

5 years -0.003%

5 years -0.158%

5 years -0.142%

Risk free interest ra te Expected dividend yield

1.10%

1.10%

1.10% 12.4

1.10%

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

7.3 0.8

6.2 0.2

11.5 0.3

0.3

270

Universal Registration Document 2020