Worldline - 2020 Universal Registration Document

G

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

Implementing the compensation policy and performance evaluation method The Board of Directors supervises implementation of the compensation policy in accordance with the resolutions approved by the General Meeting. On the Remuneration Committee’s recommendation, the Board of Directors sets the objectives for each performance indicator that form the basis for Executive Corporate Officers’ cash variable compensation. This happens no later than the beginning of each half-year. The Board also defines the elasticity curves that enable a faster increase or decrease in the amount of variable compensation due, according to the progress of Worldline’s three-year strategic plan, and its extension based on the market guidance. In addition, and upon the Remuneration Committee’s recommendation, the Board of Directors sets the multi-year equity compensation in accordance with the Group’s performance and ambitions. The performance criteria set for the annual variable cash compensation and for the multi-year variable equity compensation are all measurable. No criterion requires a subjective appraisal from the Board of Directors. Variable compensation is based on financial or corporate social responsibility criteria, the achievement of the latter being audited. Performance criteria are measured according to evaluation method defined in Section E.5.7 of the Universal Registration Document. The Board of Directors, on the recommendation of the Remuneration Committee, may alter the global compensation policy in exceptional circumstances, for a temporary period and insofar as such a difference is in accordance with the corporate interest of the Company and is necessary to guarantee the sustainability and viability of the Company. In particular, the Board of Directors, on the recommendation of the Remuneration Committee, may decide to adapt the performance criteria for the annual variable compensation and/or the multi-year equity compensation of the Executive Corporate Officers and/or for the supplementary pension plan in the event of circumstances that significantly impact achievement of one or more performance criteria. The cap on annual variable compensation, multi-year equity compensation and the supplementary pension plan may not be increased under any circumstances. If such exceptions were to be applied, it will be strictly implemented and exercised on the Remuneration Committee’s recommendation and will be limited to exceptional circumstances, in particular those resulting from the current health crisis related to the Covid-19 pandemic, and their justification will be communicated, in particular with regard to their alignment with the interests of shareholders. Exceptions to the application G.3.1.1.2 of the compensation policy

Performance is also strongly embedded in the multi-year long-term compensation of the Executive Corporate Officers (see below “Alignment with shareholders’ interests”). 4. Alignment with shareholders’ interests To develop a community of interests with Worldline shareholders and to associate Executive Corporate Officers with the Group’s performance and financial results over the long-term, the latter receive long-term compensation in the form of a combined grant of stock options and/or performance shares, the maximum amount of which is set at 50% of their maximum total compensation. This multi-year long-term equity compensation for Executive Corporate Officers is subject to: financial and non-financial performance conditions (internal ● and external), measured over a period of at least three fiscal years, and based on clear and demanding criteria set by the Worldline Board of Directors, upon proposal of the Remuneration Committee. These objectives are closely aligned with the Group’s ambitions, as they are regularly presented to the shareholders, in line with Worldline’s strategic plan and its extensions based on the market guidance; A condition of presence within the Worldline Group at the ● vesting date of the plan concerned. When it decides to allocate performance shares and/or stock options, the Board of Directors sets the percentage of vested shares or shares derived from the exercise of stock options that the Executive Corporate Officers are required to hold in registered form until the end of their term of office. Review of the compensation policy The compensation policy applicable to the Executive Corporate Officers of the Company is reviewed at least each three years by the Board of Directors, upon the recommendation of the Remuneration Committee and, in all cases, upon renewal of the term of office of each Executive Corporate Officer of the Company. During this review, the Remuneration Committee shall take into account the changes in employees’ employment and compensation conditions prior to formulating its recommendations and proposals to the Board of Directors. The compensation policy for Corporate Officers may also be reassessed each year by the Board of Directors. During this reassessment it regularly uses studies from comparable companies and legal opinions prepared by third parties. In case of potential annual evolutions of the fixed compensation, the Board of Directors will make sure that this evolution remains moderated and fulfil the coherence principle exposed in the current paragraph G.3.1.1.1 and will explain the underlying reasons.

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Universal Registration Document 2020