Worldline - 2020 Universal Registration Document

G

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

It is reminded that, on the Remuneration Committee’s recommendation, the Board of Directors approved on February 18, 2020 the readjustment of the Deputy Chief Executive Officer’s fixed and variable compensation to take into account the expansion of the Worldline Group’s scope after the acquisition of SIX Payment Services. The aim was to more closely align with SBF 120 market practices. As Marc-Henri Desportes announced on April 1, 2020 that he was waiving entitlement to any increase in his annual fixed and variable compensation for 2020 given the economic circumstances resulting from the Covid-19 1 crisis, this revaluation was not submitted for approval at the Annual General Meeting of June 9, 2020 as part of his compensation policy and has therefore not been implemented. The Remuneration Committee requested that a new compensation study with reference to the market practices of CAC 40 companies for the position of Deputy Chief Executive Officer be carried out in order to take into account both the

Group’s new size following the Ingenico Group acquisition and the Company’s listing on CAC 40 in March 2020. When reassessing the Deputy Chief Executive Officer’s total compensation package and on the Remuneration Committee’s recommendation, the Board of Directors wished firstly to compare the Deputy Chief Executive Officer’s compensation to the 25 th percentile of compensation within CAC 40, to take into account Worldline’s position within the CAC 40 in terms of revenue, workforce and market capitalization. This second analysis confirmed the persistent disparity identified in the first study and highlighted the fact that the Deputy Chief Executive Officer’s compensation, which had not been reviewed since he took office (in 2018), is positioned significantly below the 25 th percentile of CAC 40 companies by 44% in terms of total annual target cash compensation and that total annual target compensation (including long-term equity compensation) is 31% below the 25 th percentile.

Current compensation package vs the CAC 40 25 th percentile

Current compensation package vs the CAC 40 median

Fixed annual compensation

-49% -36% -44%

-56% -56% -55%

Variable annual target compensation Total annual target cash compensation Total annual target compensation (including long-term equity compensation)

-31%

-43%

Accordingly, as part of its work and discussions on changes in Executive Corporate Officer’s compensation, the Board of Directors took the following factors into consideration, on the Remuneration Committee’s recommendation: The transformation of the Group since its initial public ● offering: the extension of the scope of consolidation, in particular following the acquisition of SIX Payment Services and Ingenico, the five-fold increase in revenue, the three-fold increase in headcount, the three-fold extension of the Group’s geographic presence, the ten-fold increase in market capitalization and the five-fold increase in Worldline’s share price; Worldline’s resilience throughout the Covid-19 crisis with a ● share price increase of 23% in 2020 despite the global pandemic; The increase in the responsibilities of Executive Corporate ●

challenges, and to increase his fixed annual compensation amount to € 440,000 ( i.e. , a 25.7% increase), to set his target annual variable compensation amount at 100% of his fixed compensation ( i.e. , € 440,000, representing a 25.7% increase), and to set the annual amount of long-term equity compensation at a value of € 810,000 2 ( i.e. , a 22% increase) (fair value determined in accordance with IFRS 2 recognized in the Company’s consolidated financial statements). The aim was to align this component of compensation above the 75 th percentile of CAC 40 market practices to reflect the culture of performance and market practices in Worldline’s business sector. The Deputy Chief Executive Officer’s total annual target compensation has therefore been increased by 24% (for a total of € 1,690,000) but remains 15% under the 25 th percentile of the CAC 40 market (instead of 31% below earlier). Due to the uncertain and challenging nature of the economic environment in the first half of 2021, the planned revision will take place according to the same calendar as the revision of the Chief Executive Officer’s compensation, namely as from July 1, 2021 for the fixed annual compensation and the annual variable cash compensation and for any grant which would occur as from the Annual General Meeting for the multi-year equity compensation.

Officers and new Group challenges; The Company’s listing on the CAC 40.

●

In light of the above, on the Remuneration Committee’s recommendation, on February 23, 2021 the Board of Directors decided to raise the Deputy Chief Executive Officer’s compensation to take into account the significant change in his responsibilities given the Group’s size and its new

1 As a reminder, the salary review decided by the Board of Directors on February 18, 2020 increased the Deputy Chief Executive Officer’s annual fixed salary to € 400,000 and his variable target compensation to € 400,000, while the value of his long-term equity compensation remained equivalent to that of 2019 (i.e., € 663,500). 2 Assuming the underlying performance conditions are fully met.

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Universal Registration Document 2020