Worldline - 2020 Universal Registration Document

G

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

Performance indicator measurement On the Remuneration Committee’s recommendation, the Board of Directors’ meeting of February 23, 2021 defined an elasticity curve for each indicator as follows:

Indicator measurement

Achievement levels Floor: Target – 2,5%

% vested

50%

Group revenue organic growth rates Average revenue organic growth rate over three years (2021–2023) (“A”) Group Operating Margin before Depreciation and Amortization rate (OMDA) Group Free Cash Flow (FCF) before dividends and income from acquisitions/disposals Average Group FCF over three years (2021–2023) (“C”) Carbon Disclosure Program score Score obtained at the end of the period concerned (in 2023) (“D1”) Eco Vadis score Score obtained at the end of the period concerned (in 2023) (“D2”) People Rating – People and Diversity score Score obtained at the end of the period concerned (in 2023) (“D3”) Average of the Group OMDA rate over 3 years (2021–2023) (“B”)

Target

100% 130%

Cap: Target +2,5% Floor: Target -2%

50%

Internal Financial Performance Conditions

Target

100%

Cap: Target +2% Floor: Target – 2,5%

130%

50%

Target

100%

Cap: Target +2,5% Floor: one level below

130%

50%

Target

100% 130%

Cap: one level above Floor: 74% of Target

50%

Non-financial CSR performance condition

Target: above 2020 results

100% 130%

Cap: Target +1.2% Floor: Target – 3,6pts

50%

Target

100% 130%

Cap: Target +3,6pts

A* 30% + B* 25% + C* 25% + [(D1 + D2 + D3)* 20%] = Average Vesting Rate (The Average Vesting Rate may not exceed 100%)

Depending on the achievement of internal and external conditions, as described above, the maximum applicable vesting multiplier is capped at 100%, with the understanding that: I. If the achievement rate for one of the internal financial ● performance conditions is nil; or II. If the achievement rate of the non-financial performance ● condition relating to Corporate Social Responsibility is nil, the maximum vesting amount would be capped at 90%. The targets for the financial performance conditions and non-financial performance conditions relating to “Environment, People and diversity” will be defined by the Board of Directors, upon recommendation of the Remuneration Committee, at least on the date of grant of the 2021 Long Term Incentive Plans foreseen shortly after the Annual General Meeting. Such targets will be challenging and in line with the market guidance and the strategic plan communicated to the market. The indicated objectives will be set by the Board of Directors on recommendation of the Remuneration Committee on at constant consolidation scope and exchange rate. The Board of Directors may make adjustments to neutralize the

consequences of any events such as changes in scope, accounting method or currency effects. At the end of the performance assessment period, Worldline will report on the level of satisfaction for each of the criteria. Grant date, vesting date of performance shares and stock option exercise date: The grant date will have to occur shortly after the Annual General Meeting. The performance shares granted, as well as the right to exercise the stock options granted, will vest at the end of a three year period that begins when they are granted, subject to fulfilment of the vesting conditions (performance conditions and continued employment) in accordance with the Plan rules. Limitations on the ability to sell performance shares and exercise stock options The vested performance shares will not be subject to a holding period and will be immediately available for sale by their beneficiaries, subject to the “black-out periods” set by the Company in the Guide for the Prevention of Insider Trading and to applicable laws.

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Universal Registration Document 2020