Worldline - 2020 Universal Registration Document

G

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

particular the regular communication of an overview of the media coverage of Worldline; The Board and its Committees are devoting more and more ● time to strategic and non-financial issues, in particular risks and CSR, and are becoming more involved in a growing number of areas such as IT, cybersecurity, diversity and compliance. The various aspects of Ingenico’s integration are also regularly monitored. Specific sessions have been dedicated to cybersecurity, the integration of Ingenico, the strategic review of the terminals business and the overall strategy of the Company (where industry and technology developments and the competitive landscape have been widely discussed). The Directors intend to continue this trend and to amplify it, by devoting even more time to these topics, especially in the current context with the ongoing integration of Ingenico and the health crisis. With this in mind, sessions devoted to these subjects and led by the Group’s main executives, within the framework of Board or Committee meetings but also ad hoc meetings,

have already been planned for 2021 and will be further enriched as the work progresses. A strategy seminar in which all Directors would participate should be held in 2021, health conditions permitting or in an adapted format, in order to deepen the analysis in the light of the main factors for Worldline’s growth and value creation and to further promote the integration of new Directors; The Directors considered that the effective contribution of ● each of them was globally satisfactory and of high quality. While interactions have been facilitated through the use of videoconferencing, meetings in person, as soon as health restrictions are lifted, should further enhance the effective participation of everyone; The quality of the integration of the new Directors ● following the acquisition of Ingenico, in terms of provision of documents, support and interaction with the management and its teams as well as the Directors, was praised.

Executive compensation and stock ownership G.3

Compensation policy for the Corporate Officers G.3.1

Setting the compensation policy The general principles of the compensation policy for Corporate Officers, individual achievements as well as the individual components of the compensation package of Executive Corporate Officers are set according to a strict decision-making process of the Board of Directors taken on the recommendations of the Remuneration Committee. This process ensures consistency and alignment between the compensation policy applied to the Executive Corporate Officers and the one applied to the other executives and managers of the Group, in accordance with the Company’s corporate interest. The compensation of Executive Corporate Officers, a large portion of which is contingent on meeting the Group’s demanding financial and non-financial performance conditions, in the short and long-term, is designed to contribute to the Group’s long-term business strategy with a view to guaranteeing its longevity. The compensation policy for the Executive Corporate Officers also supports Worldline’s commitment to corporate social responsibility. In this context, the performance criteria related to social and environmental responsibility have been established in the stock option plans and performance share plans granted by Worldline since 2014.

The total compensation policy for Worldline Corporate Officers was established in accordance with the provisions of Article L. 22-10-8 of the French Commercial Code.

General principles G.3.1.1

of the Corporate Officers’ compensation [GRI 102-35]

Worldline believes in rewarding all employees, as well as Corporate Officers, for delivering excellent performance to support Worldline in achieving its short-term and long-term strategy. Setting, amending and implementing G.3.1.1.1 the compensation policy The compensation policy for Corporate Officers (for the Chairman of the Board of Directors, the Chief Executive Officer, the Deputy Chief Executive Officers and the Directors) is proposed by the Remuneration Committee (for a description of its role and missions, see Section G.2 of this Universal Registration Document) and approved by the Board of Directors. It is then submitted to the vote of the Annual General Meeting.

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Universal Registration Document 2020