Worldline - 2020 Universal Registration Document

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

The stock options can only be exercised between the grant date and the tenth anniversary of the grant date (exclusive), subject to some exceptions provided for in the plan rules, the “black-out periods” set by the Company in the Guide for the Prevention of Insider Trading, and applicable laws. The exercise price of the stock options will be equal to the average opening share prices calculated on the 20 days preceding the grant date plus 5%. Rules regarding the holding of shares that have vested or shares issued from exercise of stock options Executive Corporate Officers must keep, in registered form, at least 5% of the shares issued from exercise of the stock options and 15% of vested shares until the end of their term as Executive Corporate Officer. Exceptional compensation The Chief Executive Officer does not receive any exceptional compensation. Compensation allocated to directors The Chief Executive Officer does not receive any compensation as director or Chairman of the Board of Directors. Defined benefit supplementary pension plan On the Remuneration Committee’s recommendation and as part of Worldline’s alignment of its supplementary pension plan with the Loi Pacte (Pacte Law) adopted by the French National Assembly on May 22, 2019 (Article L. 137-11-2 of the French Social Security Code) and executed by the Order of July 3, 2019 on corporate supplementary pension plans, the Board of Directors decided on February 18, 2020 to implement a new supplementary pension plan from January 1, 2020, reserved for Worldline Excom members with a minimum of five years’ seniority within the Excom, for Worldline employees or Corporate Officers, and whose annual fixed compensation exceeds 15 times the French annual social security ceiling for 2020. On February 23, 2021, the Board of Directors, on the Remuneration Committee’s recommendation, amended the eligibility conditions for the supplementary pension plan by lowering the seniority condition from five years to three years to align with the new legal environment. This new plan replaces the 2019 Supplementary Pension Plan which is closed to new members and for which rights were frozen at December 31, 2019.

Mr. Gilles Grapinet meets the eligibility conditions for this pension plan, in force within Worldline Group since January 1, 2020 as a replacement for the 2019 Supplementary Pension Plan. Mr. Gilles Grapinet earns pension benefits on the basis of an annual contribution rate of 0.97% in 2020 and 0.64% as of January 1, 2021, subject to implementation of the revised cash compensation under the conditions outlined above. This new plan, together with the accumulated rights built up under the 2019 Supplementary Pension Plan frozen on December 31, 2019, should allow Mr. Gilles Grapinet to earn pension rights at retirement age corresponding to an annuity that should not exceed € 291,000, provided that the performance conditions set annually are met every year. For 2021, at its meeting of February 23, 2021 and on the Remuneration Committee’s recommendation, the Company’s Board of Directors decided to use the following performance conditions to approve the annual grant of the pension entitlement under the plan newly established on January 1, 2020. These performance conditions are in line with the key success factors for the achievement of the Group’s ambitions and its environmental commitment fully embedded in its strategy. Group revenue organic growth in line with 2021 market ● guidance – counting for 30% in the validation of the pension annuity; Group Operating Margin before Depreciation and ● Amortization in line with 2021 market guidance – counting for 25% in the validation of the pension annuity; Group Free Cash Flow in line with 2021 market guidance – ● counting for 25% in the validation of the pension annuity; The combined Group Corporate Social Responsibility ● indicator – counting for 20% in the validation of the pension annuity. On the Remuneration Committee’s proposal, the Board of Directors on February 23, 2021 selected the following criteria for 2021: One-third relating to the Carbon Disclosure Program ● score, One-third relating to Eco Vadis score, and ● One-third relating to the GAIA Index Certification rating. ●

G

Universal Registration Document 2020

421