Worldline - 2020 Universal Registration Document

G

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

In accordance with the principles of balance, exhaustiveness and consistency described above, the Company’s objective is to establish and maintain balanced compensation between the fixed portion, the short-term variable cash portion, the long-term equity portion, and fringe benefits. The Chief Executive Officer’s compensation structure is designed according to a “Pay for Performance” approach which prioritizes a predominant variable portion associated with half-year, annual and multi-year objectives and fully applies this “Pay for Performance” principle defined above. Pursuant to the competitiveness principle, when setting and adjusting the Chief Executive Officer’s compensation policy, the Board of Directors, on the recommendations made by the Remuneration Committee, relies on the compensation studies conducted by specialized firms, analyzing market practices in general and, more specifically, similar positions in companies considered as the most comparable in terms of market capitalization, headcount, revenue, activities and international environment (in this case CAC 40 companies). In this context, it is recalled that a revaluation of the fixed and variable compensation of the Chief Executive Officer had been approved by the Board of Directors of February 18, 2020, on recommendation of the Remuneration Committee, to take into account the extension of the scope of consolidation of the Worldline Group following the acquisition of SIX Payment Services for the purposes of better alignment with SBF 120 market practices.

However, as Mr. Gilles Grapinet announced on April 1, 2020 that he was waiving entitlement to any increase in his annual fixed and variable compensation for 2020 given the economic circumstances resulting from the Covid-19 1 crisis, this revaluation was not submitted for approval at the Annual General Meeting of June 9, 2020 as part of his compensation policy and has therefore not been implemented. The Remuneration Committee requested that a new compensation study with reference to the market practices of CAC 40 companies for the position of Chief Executive Officer be carried out in order to take into account both the Group’s new size following the Ingenico acquisition and the Company’s listing on CAC 40 in March 2020. As part of its work and on recommendation of the Remuneration Committee, the Board of Directors wished firstly to compare the Chief Executive Officer’s compensation to compensation within the 25 th percentile of CAC 40 companies, to take into account Worldline’s position within the CAC 40 in terms of revenue, headcount and market capitalization. This second analysis confirmed the persistent gap identified in the first study, and highlighted the fact that the Chief Executive Officer’s compensation, which had been reviewed just once in seven years (in 2017), is positioned significantly below the 25 th percentile of CAC 40 companies by 32% with regard to total target cash compensation and that the total target compensation (including the long-term equity compensation) is 21% below the 25 th percentile.

Current compensation package vs the CAC 40 25 th percentile

Current compensation package vs the CAC 40 median

Fixed annual compensation

-34% -24% -32%

-48% -40% -46%

Variable annual target compensation Total annual target cash compensation Total annual target compensation (including long-term equity compensation)

-21%

-35%

As such, as part of its work and discussions on the compensation trend for Executive Corporate Officers and on the recommendation of the Remuneration Committee, the Board of Directors took the following elements into account: The transformation of the Group since its initial public ● offering in 2014: the extension of the scope of consolidation, in particular following the acquisition of SIX Payment Services and Ingenico Group SA, the five-fold increase in revenue, the three-fold increase in headcount, the three-fold extension of the Group’s geographic presence, the ten-fold increase in market capitalization and the five-fold increase in Worldline’s share price. Worldline’s resilience throughout the Covid-19 crisis with a ● share price increase of 23% in 2020 despite the global pandemic;

The increase in the responsibilities of Executive Corporate ●

Officers and new Group challenges; The Company’s listing on the CAC 40.

●

The Board considered, on the Remuneration Committee’s recommendation, that the elements mentioned here above, the identified gap with the market of the compensation of the Senior Executive Officers as well as the outstanding performance of the Company in the last years, including the share price’s increase since more than one year despite the difficult environment due to the Covid-19 pandemic justify to proceed to an alignment of their compensation, in the well understood benefit of the Group and the shareholders.

1 As a reminder, the salary review decided by the Board of Directors on February 18, 2020, raised the fixed annual salary of the Chief Executive Officer to € 850,000 and his variable target compensation to € 850,000, while maintaining the long-term equity compensation at the 2019 value (i.e. € 1,280,738).

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Universal Registration Document 2020