Worldline - 2020 Universal Registration Document

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

Performance condition: The vesting of performance shares and/or the exercise of stock options are subject to the achievement of internal financial and internal and external non-financial performance conditions measured over a period of at least three fiscal years. These conditions were reviewed when determining the compensation policy for 2020 and 2021 to take into account proxies’ and investors’ comments on previous plans and their future expectations regarding the Executive Corporate Officers’ compensation policy. These objectives have been defined by the Board of Directors on the Remuneration Committee’s recommendation to support Worldline in achieving its short-term and long-term strategy. The performance indicators are defined in line with the key success factors for the Group’s strategy and include social and environmental responsibility indicators. On the Remuneration Committee’s recommendation, the Board of Directors on February 23, 2021 tightened the vesting conditions by further penalizing any failure to meet an objective. As such, assuming that the achievement rate of one of the internal financial performance conditions were to be nil or assuming that the achievement rate of the non-financial performance condition relating to Corporate Social Responsibility was to be nil, the maximum amount of the vesting would be capped at 90% (compared to 104%, capped at 100% of the average vesting rate under similar conditions in the 2020 LTI plan). The Board of Directors also capped the average vesting rate at 100%, even in the case of outperformance. Internal Performance Conditions The vesting of all or part of the performance shares/stock options shall be subject to the achievement over a three-year period of the following three internal performance indicators directly connected to key success factors for the achievement of the Group’s strategy and ambitions as regularly disclosed to the shareholders: Average of the Group revenue organic growth rates over ● three years – as a condition for 30% of the total vesting; Average rate of Group operating margin before ● depreciation and amortization (OMDA) over 3 years – as a condition for 25% of the total vesting; and Average Group free cash flow (FCF) before dividends and ● income from acquisitions/disposals over three years – as a condition for 25% of the total vesting.

The target achievement levels will be in line with the Worldline market guidance for end-2023. Combined performance condition relating to Corporate Social Responsibility (“CSR”) In addition to the financial indicators described above, the vesting of some or all of the performance shares/stock options will also be subject to the achievement of a CSR performance condition, defined as a combination of several criteria – as a condition for 20% of the total vesting. In that respect, and taking into account certain comments from proxies about the nature of the CSR indicators used, new CSR indicators were introduced that relate to the Group’s internal CSR policy and are in line with its Trust 2025 strategic plan. On the Remuneration Committee’s recommendation, the Board of Directors decided to combine CSR criteria related to the environmental commitment, which is part of the Group’s strategy and is assessed by the external rating agencies, with “people” and diversity criteria, assessed by external rating agencies or measured internally as part of the Trust 2025 CSR plan (see Section D of this Universal Registration Document for additional information on the Group’s CSR policy). On the Remuneration Committee’s proposal and in order to meet the environmental commitment that is part of the Group’s strategy, the Board of Directors’ meeting of February 23, 2021 selected the following external non-financial criteria as a condition for 10% of the total vesting: 5% relating to the Carbon Disclosure Program score; ● 5% relating to the Eco Vadis score. ● On the Remuneration Committee’s proposal, as part of Trust 2025, and in line with the Group’s strategy, the Board of Directors’ meeting of February 23, 2021 also selected external and internal non-financial criteria relating to People and diversity, as a condition for 10% of the total vesting. It is the aim to measure for the half the improvement of the employee’s engagement and for the other half the improvement of the women’s percentage in the management. Each of the CSR indicators will be measured at the end of the three-year period.

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Universal Registration Document 2020

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