Worldline - 2020 Universal Registration Document

G

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

Severance Pay In the event of termination of his duties, the non-executive Chairman of the Board of Directors will not receive any severance pay or compensation under a non-compete clause. Fringe benefits The non-executive Chairman of the Board of Directors is not entitled to any fringe benefits. He is entitled to a reimbursement of the expenses incurred in connection with his mission, such as travel expenses. Complementary and supplementary pension plans The non-executive Chairman of the Board of Directors does not benefit from any complementary or supplementary pension plan in force within Worldline. Compensation policy for directors G.3.1.3 [GRI 102-35] 1. General principles and term of office A Director’s term of office is set at three years, subject to statutory provisions on the age limit and implementation of the annual renewal of one-third of the directors, which may justify terms of office of one or two years. A director’s term of office may be renewed subject to the same provisions. The term of office for directors representing the employees is three years, renewable once. Directors may be dismissed at any time by the General Meeting. The term of office of employee directors ends early automatically in case of termination of their employment contract or in case their employer ceases to be a Worldline subsidiary. The employment contracts for Directors representing the employees may be terminated in accordance with applicable provisions of labor law (resignation, contractual termination, dismissal or any other equivalent measure), complying with notice periods and indemnification rules set by the French Labor Code and the collective agreements. On the Remuneration Committee’s recommendation, the Board of Directors decides how to distribute among the directors the total annual amount of Directors’ compensation set by the General Meeting. 2. Components of the compensation policy for Directors Compensation for directors includes a fixed amount calculated on a prorata temporis basis for terms of office ending or starting during the fiscal year, and a variable amount distributed by the Board of Directors according to attendance at Board and Committee meetings. The maximum total amount of the compensation allocated to Directors was recalculated in 2020 to take into account any changes in the composition of the Board following the completion of the Ingenico Group SA acquisition, as well as the Group’s initial listing on the CAC 40, and was set at the sum of € 1,200,000 by the General Meeting of shareholders of June 9, 2020. During its meeting of February 19, 2020, the Board of Directors, upon proposal of the Remuneration Committee, decided to slightly increase the variable portion of the compensation allocated to Directors for attendance at Board meetings (from € 2,000 to € 2,500 per meeting attended), as

The absence of a pre-existing position as non-executive ● corporate officer; The special missions entrusted to the Chairman of the ● Board in addition to his statutory missions. The Chairman of the Board of Directors is not eligible for payment of the compensation allocated to Directors for his attendance of Board of Directors’ meetings and meetings of the Committees to which he belongs. The Board of Directors, on the Remuneration Committee’s recommendation, decided on April 7, 2021 to set the annual fixed compensation for the non-executive Chairman of the Board of Directors at € 300,000, the said amount being below the 25 th percentile of CAC 40 companies for similar positions. This remuneration would be due as from the entry of Mr. Bernard Bourigeaud as Chairman of the Board of Directors, subject to the approval of the compensation policy by the shareholders. It is precised that the fixed compensation allocated for the duties of Chairman of the Board of Directors being determined on annual basis, the amount is calculated prorata temporis for term of office ending or starting during the year, for any reason. On the Remuneration Committee’s recommendation, the approach used by the Board consists of gradually bringing the latter compensation at a level coherent with Worldline’s positioning within the CAC 40. The Board of Directors, on Remuneration Committee’s recommendation, therefore intends to consider, in compliance with the underlying principles of the compensation policy described in paragraph G.3.1.1.1, other adjustments in the future taking into account the context and the future positioning of Worldline in the CAC 40. Compensation allocated to Directors Pursuant to the principles applicable to the compensation of the non-executive Chairman of the Board of Directors, as soon as he is appointed to this functions and as from the entry in function as Chairman of the Board of Directors and until the termination of his term of office, the Chairman of the Board of Directors will not receive compensation allocated to directors. Annual variable compensation Pursuant to the principles applicable to the compensation of the non-executive Chairman of the Board of Directors, the latter shall not receive annual variable compensation. Multi-year variable compensation Pursuant to the principles applicable to the compensation of the non-executive Chairman of the Board of Directors, the latter shall not receive multi-year variable compensation. Exceptional compensation The non-executive Chairman of the Board of Directors is not entitled to exceptional compensation. Compensation for 2021 G.3.1.2.2 Fixed compensation

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Universal Registration Document 2020