Worldline - 2020 Universal Registration Document

G

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

Annual fixed compensation The fixed compensation part of the Deputy Chief Executive Officer is stable since several years. For the reasons mentioned in the previous paragraph regarding the competitiveness of the current Deputy Chief Executive Officer’s compensation package and on the Remuneration Committee’s recommendation, the Board of Directors decided on February 23, 2021 to review the fixed annual compensation of Mr. Marc-Henri Desportes and to set it at € 440,000 as of July 1, 2021. Annual variable compensation The Board of Directors, on the Remuneration Committee’s recommendation, decided on February 23, 2021 to set Mr. Marc-Henri Desportes’s annual variable target compensation at 100% of his newly proposed annual fixed salary ( i.e. , € 440,000) with a maximum payment capped at 130% of his annual fixed compensation in case of outperformance. He is not guaranteed any minimum payment. Mr. Marc-Henri Desportes’s new variable compensation will apply as of July 1, 2021. The annual variable compensation of the Deputy Chief Executive Officer follows the same conditions and principles as those applicable to the Chairman and Chief Executive Officer. Multi-year equity compensation The Deputy Chief Executive Officer will be granted an equivalent number of stock options and performance shares whose total value is capped at a maximum annual amount of € 810,000 (assuming the underlying performance conditions are fully met, which represents 47.1% 1 of the Deputy Chief Executive Officer’s total compensation in 2021), as adjusted (amount measured based on the fair value determined in accordance with IFRS 2 recognized in the Company’s consolidated financial statements). Every year, the Board of Directors will adjust the multi-year long-term compensation of the Executive Corporate Officer in question in order to comply with this cap. The multi-year long-term compensation of the Deputy Chief Executive Officer follows the same principles and conditions as those applicable to the Chief Executive Officer, as described above. Exceptional compensation The Deputy Chief Executive Officer does not receive any exceptional compensation. Compensation allocated to directors Mr. Marc-Henri Desportes has not been appointed as a Director and therefore does not receive any compensation allocated to directors. The Deputy Chief Executive Officer also does not receive any compensation for his duties as Chief Executive Officer of Ingenico Group SA.

Severance Pay In the event of termination of his duties, the Deputy Chief Executive Officer will not receive any severance pay or compensation under a non-compete clause. Fringe benefits The Deputy Chief Executive Officer benefits from a company car without driver. The Deputy Chief Executive Officer also benefits from an annual medical check-up and an investment advisor. Complementary and supplementary pension plans The Deputy Chief Executive Officer does not benefit from any complementary or supplementary pension plan in force within Worldline. Other compensation components The Deputy Chief Executive Officer is entitled to the Group 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 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 and 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 or ● disability. The incapacity, disability and 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 Deputy Chief Executive Officer’s eligibility for these plans.

1 This percentage takes into account the compensation of the Deputy Chief Executive Officer in effect for the period from January 1 to June 30, 2021 (i.e., annual fixed compensation of € 350,000 and annual variable compensation of € 350,000) and the revised compensation for the period from July 1 to December 31, 2021 (i.e., annual fixed compensation of € 440,000 and annual variable compensation of € 440,000).

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Universal Registration Document 2020