Worldline - 2020 Universal Registration Document

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

Fixed compensation in 2021 The Chief Executive Officer’s fixed annual compensation is payment for the responsibilities of this office. It is determined by taking into consideration the increased scope and complexity of these roles and responsibilities (in particular with the Group’s new size and listing on the CAC 40), the office holder’s experience, career path, length of service within the Group and expertise, as well as market practices for identical or similar positions (external competitiveness) and changes in employees’ compensation. The fixed compensation part of the Chief Executive Officer is stable since several years. For the reasons mentioned above regarding the competitiveness of the current Chief Executive Officer’s compensation package and on the Remuneration Committee’s recommendation, the Board of Directors decided on February 23, 2021 to review Mr. Gilles Grapinet’s fixed annual compensation and to set it at € 750,000 as of July 1, 2021. Annual variable compensation in 2021 The aim of the annual variable compensation is to incentivize the Chief Executive Officer to meet the annual performance objectives set for him by the Board of Directors on the Remuneration Committee’s proposal, in close alignment with the Group’s ambitions as presented to shareholders. Variable compensation is conditional compensation that is based on clear and demanding operating performance criteria related to quantitative and financial objectives which are set annually by the Board of Directors. The criteria commonly used are revenue, operating margin before depreciation and amortization (OMDA) and free cash flow. These criteria reflect the Group’s overall performance in terms of growth, profitability and cash position, in line with the budget, which in turn is in line with the Group’ s objectives announced to the market. The target level of variable annual compensation is expressed as a percentage of fixed annual compensation. To monitor the Group’s performance as closely as possible and proactively help it adhere to its strategic plan, the selection and weighting of the performance criteria may be reviewed every year. The objectives associated with each of the performance criteria are set and reviewed on a half-year basis. This means that the first-half objectives are set based on the budget approved by the Board of Directors in December, and the second-half objectives are set based on the updated budget approved by the Board in July, in line with the market guidance.

For each performance indicator, the Board of Directors sets: A target objective in line with the budget, which requires ● 100% attainment to receive the target variable compensation linked to this indicator; A floor which defines the threshold below which no ● variable compensation for that indicator is due; A ceiling which reflects an outperformance of the ● objectives set, which has been set at 130% of its target amount; and An elasticity curve that enables a faster increase or ● decrease in the amount of variable compensation due according to the progress made on the strategic plan. If the Executive Corporate Officer leaves the Group during the fiscal year, the amount of the variable portion of their compensation for the current year will be determined pro rata to their presence during the year concerned. These financial performance indicators, their objectives and their weighting are strictly identical for the Executive Corporate Officers (Chief Executive Officer and Deputy Chief Executive Officer). Any bonus paid by Worldline can be reclaimed or reduced by Worldline when (i) it has been granted on incorrect information concerning the realization of certain objectives and achievements having led to a restatement of the financial results; (ii) the beneficiary did not adhere to the standards regarding the adoption of proper behavior; (iii) the beneficiary was found guilty by a final Court decision and responsible for conduct/behavior that resulted in a decrease in the financial position of the Company. No variable compensation will be paid if the Executive Corporate Officer in question is dismissed for gross negligence or misconduct. For 2021, on the Remuneration Committee’s recommendation, the Board of Directors decided on February 23, 2021 to set Mr. Gilles Grapinet’s target variable annual compensation at 117% of his fixed annual compensation ( i.e. € 880,000) as of July 1, 2021, and to maintain the maximum amount of variable compensation at 130% in case of outperformance. He is not guaranteed any minimum payment. Additionally, to ensure that the objectives for 2021 are met and in the interest of the reliability of the evaluation and the ongoing assessment of the financial performance of the Executive Corporate Officers in accordance with the compensation policy objectives, the Board of Directors, on the Remuneration Committee’s recommendation, left unchanged the financial indicators relating to the variable annual compensation and kept the weighting of these financial indicators the same. They are as follows:

G

Breakdown of indicators selected to determine Gilles Grapinet’s variable annual compensation for fiscal year 2021

Target% of target variable

Group revenue organic growth

40 30 30

Group operating margin before depreciation and amortization (OMDA) Group free cash flow before dividends and income from acquisitions/disposals

Universal Registration Document 2020

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