Worldline - 2020 Universal Registration Document

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

Management of conflicts of interests G.3.1.1.3 The Company complies with the conditions set out in the AFEP-MEDEF Code relating to the management of conflicts of interests. In that respect, the Worldline Directors’ Charter summarizes the missions and obligations of the members of the Board of Directors and covers, in particular, handling of conflicts of interests (see Section G.2 of this Universal Registration Document). The Directors’ Charter provides that Directors strive to avoid any conflict that may arise between their own moral and material interests and those of the Company. Directors must inform the Board of Directors of any actual or potential conflict of interest of which they are aware. They must refrain from participating in discussions or decisions on matters in which they have a conflict of interest. The procedures for managing conflicts of interest also state that the Corporate Officer concerned shall not participate in the work of the Nominations Committee, nor in that of the Remuneration Committee and shall not take part in Board of Directors’ deliberations or vote on decisions concerning them, including on compensation matters. to members of the Board of Directors The Worldline Annual General Meeting of June 9, 2020 set the amount of the total compensation package for Directors at € 1,200,000. The Board of Directors sets the rules for distributing this package between Directors, based on the proposal of the Remuneration Committee. These rules provide for the payment of fixed compensation (prorated for terms of office starting or ending mid-year) and variable compensation that is predominant and linked to Directors’ attendance at Board and Committee meetings. Additional compensation is allocated to the lead independent director. The compensation policy applicable to Corporate Officers approved by the General Meeting of June 9, 2020 must be amended to take into account a number of events that have occurred since the last shareholder vote including, in particular, the transformation of the Group with the acquisition of the Ingenico Group, the Company’s listing on the CAC 40, the change in the Company’s shareholder structure, the foreseen appointment of Mr Bernard Bourigeaud to the position of Chairman of the Board of Directors at the end of the third quarter 2021 and the separation of the positions of Chairman of the Board of Directors and Company Chief Executive Officer resulting from this appointment (see Section G.2.2.1 of the Universal Registration Document). Allocation of the annual amount G.3.1.1.4 Amendments to the compensation G.3.1.1.5 policy

compared to their fixed annual compensation, which may not exceed that of the Chief Executive Officer. Seen the foreseen appointment of Mr. Bernard Bourigeaud as Chairman of the Board of Directors at the end of the third quarter of 2021, the Board of Directors, on the Remuneration Committee’s recommendation, has already determined the compensation policy applicable to the new Chairman of the Board of Directors when he will be appointed, taking into account the fact that the latter does not exercise executive functions, his responsibilities as well as the recommendations of the AFEP-MEDEF Code and market practices within the CAC 40, which is described hereafter and which will be subject for approval to the vote of the next Annual General Meeting. In this context, it is recalled that when the positions of Chairman and Chief Executive Officer will be separated again as a consequence of the appointment of Mr. Bernard Bourigeaud as Chairman of the Board of Directors, the total compensation package of Mr. Gilles Grapinet, who will remain Chief Executive Officer, will not be impacted by this separation, as the latter receives no compensation for his role as Chairman. General principles and term of office G.3.1.2.1 During its meeting of April 7, 2021, the Board of Directors confirmed that it has been foreseen to appoint Mr. Bernard Bourigeaud to the position of Chairman of the Board at the end of the third semester of 2021 for the duration of his term of office as Director, i.e. , until the end of the Annual General Meeting convened in 2023 to rule on the financial statements for the fiscal year ending December 31, 2022 (see Section G.2.2.1 of the Universal Registration Document), it been recalled that until this appointment, Mr. Gilles Grapinet retains his duties as Chairman in addition to his duties as Chief Executive Officer. The Board of Directors may terminate the Board Chairman’s term of office at any time. The Chairman of the Board of Directors is not bound by any employment contract with the Company or any other Group company. The purpose of the compensation policy for the non-executive Chairman of the Board of Directors is to offer a clear and transparent, competitive and motivating global compensation package consistent with market practices. To ensure that the non-executive Board Chairman stays independent in his assessment of the Company’s general management actions, his compensation does not include any variable component linked to the Group’s short or long-term performance. The Board of Directors determines the structure and amount of compensation for the non-executive Chairman, on the recommendation of the Remuneration Committee, after reviewing comparable roles in CAC 40 companies taking into account: Compensation policy G.3.1.2 for the Chairman of the Board of Directors [GRI 102-35]

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Appointment of new Corporate G.3.1.1.6 Officers

The compensation policy as well as the key principles detailed above apply to any new (Executive or non-Executive) Corporate Officer. On the Remuneration Committee’s recommendation, the Board of Directors shall then determine the structure of the applicable compensation and the maximum percentages of their variable compensation

Universal Registration Document 2020

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