Worldline - 2020 Universal Registration Document

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

In the light of the foregoing and on the recommendations of

performance culture and market practices of the Worldline

the Remuneration Committee, the Board of Directors’ meeting business sector. of February 23, 2021 wished to upgrade the Chief Executive Officer’s compensation to take account of the significant change in his responsibilities with the Group’s new size and challenges. The Board also decided to raise the amount of his fixed annual compensation to € 750,000 (an increase of 20%), to set the amount of his target variable annual compensation at 117% of his fixed annual compensation ( i.e. € 880,000, an increase of 22%), and to set the annual amount of his long-term equity compensation at € 1,370,000 1 (a 7% increase) (fair value determined in accordance with IFRS 2 recognized in the Company’s consolidated financial statements), aligning this compensation component between the median and the 75 th percentile of CAC 40 market practices. This reflects the

The Chief Executive Officer’s total annual target compensation has therefore been increased by 14.5% (a total of € 3,000,000) but still remains positioned under the 25 th percentile at -18% in cash compensation (instead of -32%) and at -10% in total compensation (instead of -21%). Due to the uncertain and challenging nature of the economic environment in the first half of 2021, the planned revision of the cash component will not take place before July 1, 2021 (to align it with the salary review for Worldline’s workforce). The review of the level of allocation of multi-year equity compensation will take effect for any grant which would take place as from the date of the Annual 2021 General Meeting, provided the approval of the 2021 compensation policy.

2021

2020

(In euros)

Annual fixed compensation

622,500 720,000 1,342,500

750,000 880,000 1,630,000

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

2,620,524

3,000,000

On the Remuneration Committee’s recommendation, the Board of Directors,

on Remuneration Committee’s

approach used by the Board in the context of the revision of the Chief Executive Officer’s global compensation consists of gradually bringing the compensation to a level coherent with

recommendation, therefore intends to consider, in compliance with the underlying principles of the compensation policy

described in paragraph G.3.1.1, other adjustments in the future Worldline’s positioning within the CAC 40. In that respect, the taking into account the context and the future positioning of readjustment proposed in 2021 will align the Chief Executive Worldline in the CAC 40.

Officer’s compensation more closely with the first quartile (percentile 25) of CAC 40 companies in order to take the above items into account but his compensation will however still remain 10% below the 25 th percentile of the CAC 40 and 25% below the median of the CAC 40 compensation, while the

Prior to the implementation of such readjustment, and subject to approval by the Company’s shareholders at the next Annual General Meeting, the Board of Directors will reassess the health and economic situation at that time.

G

1 Assuming the underlying performance conditions are fully met.

Universal Registration Document 2020

415