Worldline - 2020 Universal Registration Document

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

Fringe benefits The Chief Executive Officer will continue to benefit from a company vehicle with driver, which can be used for private purposes. This type of benefit is treated as a fringe benefit for tax and social security purposes. The Chief Executive Officer will also benefit from an annual medical check-up and an investment advisor. Other compensation components In accordance with the approval granted by the General Meeting of April 30, 2019, Mr. Gilles Grapinet is entitled to the reimbursement plans for healthcare and incapacity, disability and death policy costs applicable to Worldline Group employees, as well as to the foreign travel assistance policy in force within Worldline. The healthcare policy in force includes in-patient and out-patient benefits (including medication reimbursement and alternative medicine), as well as dental and vision coverage. The healthcare contribution paid to the insurer is defined as a percentage of the annual salary capped at five times the annual Social Security ceiling and is co-financed by the Company. The “incapacity, disability, death” policy mainly offers the following benefits: Death coverage of 320% of the annual salary up to bracket ● C (eight times the annual Social Security ceiling), with a maximum of 500% in case of permanent disability; An educational annuity of 12% to 15% of the annual salary ● up to bracket C, depending on the children’s age; Salary maintained (up to bracket C) in case of ● incapacity/disability. The “incapacity, disability/death” contribution paid to the insurer is defined as a percentage of the annual salary with a maximum of five times the annual Social Security ceiling and is co-financed by the Company. The insurance policies relating to these plans are subject to the rules and laws applicable for this type of policy. The Board of Directors has the authority to revoke the plans applicable to the Chairman of the Board of Directors and Chief Executive Officer.

information about the appointment and role of Mr. Marc-Henri Desportes as Deputy Chief Executive Officer is provided in Section G.2 “Management Structure” of this Universal Registration Document. As a result of his appointment, the permanent employment contract entered into between Marc-Henri Desportes and Worldline on June 1, 2014 was suspended as of August 1, 2018. This suspension was formalized in an employment contract suspension agreement authorized by the Board of Directors on July 21, 2018 and approved by the Annual General Meeting on April 30, 2019 under Article L. 225-38 of the French Commercial Code. The main provisions of this agreement are as follows: The suspension will last for his term of his office as an ● Executive Corporate Officer; His employment contract does not end when his duties as ● Executive Corporate Officer end. At the end of his term of office as an Executive Corporate Officer, the Deputy Chief Executive Officer will return to his duties or equivalent duties within the Worldline Group These duties will correspond to his skills and experience acquired since he was hired on August 1, 2009, including those acquired during the employment contract suspension period; He will continue to acquire seniority during his term of ● office as an Executive Corporate Officer; The time-saving account is suspended during the ● employment contract suspension period (however, this benefit is maintained during the employment contract suspension period). The employment contract will take effect again at the end of Mr. Marc-Henri Desportes’s term of office. When the contract comes back into force, Mr. Marc-Henri Desportes will receive compensation appropriate to his new position, taking into account the seniority he will have earned as described above. The annual base salary will be equal to at least € 350,000 and the annual target bonus will be equal to at least € 350,000, with the payment capped at 130% in case of outperformance and with no minimum payment. The other individual and collective benefits to which Mr. Marc-Henri Desportes was entitled as an employee at the time his employment contract was suspended will resume again under the terms and conditions applicable at the time the employment contract restarts. The suspended employment contract does not provide for any exceptional bonus payment at the time of departure. The contract may be terminated in accordance with the provisions of labor law (resignation, breach of contract or dismissal) while respecting the periods of notice and indemnities governed by the provisions of the French Labor Code and the applicable collective agreements. In accordance with the principle of competitiveness, when the Board of Directors set and revised the compensation policy for the Deputy Chief Executive Officer, on the Remuneration Committee’s recommendation, it relied on compensation studies carried out by specialist firms that analyze market practices in general and, more specifically, similar positions at companies considered to be the Group’s closest peers namely in terms of market capitalization, headcount, revenue, business activity and international environment (namely the CAC 40 companies).

G

Compensation policy for the G.3.1.5

Deputy Chief Executive Officer - Marc-Henri Desportes

General principles and term of office G.3.1.5.1 of the Deputy Chief Executive Officer In accordance with Article 24 of the Company’s bylaws, based on a proposal from the Chief Executive Officer and upon recommendation of the Nomination Committee, the Board of Directors decided on July 21, 2018 to appoint Mr. Marc-Henri Desportes as Deputy Chief Executive Officer effective August 1, 2018 for the duration of Mr. Gilles Grapinet’s term as Executive Corporate Officer. On proposal of the Chief Executive Officer, the Deputy Chief Executive Officer can be dismissed at any time by the Board of Directors. Detailed

Universal Registration Document 2020

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