Worldline - 2020 Universal Registration Document

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

2020 Objectives

First Half

Second Half

Indicator

Weight

Payout*

Weight

Payout*

Group revenue organic growth

40%

0%

40%

54.7%

Group Operating Margin before Depreciation and Amortization (OMDA)

30% 30%

0%

30% 30%

103.6% 116.1%

Group Free Cash Flow 1

81.3%

Payout as a% of the target variable compensation (on a half-year basis) After applying the 130% capped elasticity curve. * Before dividends and income from acquisitions/disposals. 1 Budget targets are in line with the financial targets shared by the Company. In this respect, it is specified that: Despite the context linked to Covid-19, the Board, at its ● meeting of June 9, 2020, decided to maintain the objectives associated with the variable compensation for the Chairman and Chief Executive Officer and for the Deputy Chief Executive Officer in respect of the first half of 2020, as set at its December 18, 2019 meeting; The targets associated with the annual variable ● compensation in respect of the second half of 2020 have been readjusted to take into account the completion of the Ingenico Group acquisition on October 28, 2020, and thus determined on the basis of the Group’s combined budget for two months (November and December 2020) (objectives determined on the basis of the budget relating to the second half of the year of the former Worldline scope of consolidation and the budget relating to the second half of the year of the Ingenico Group as readjusted in the second half); Furthermore, it is noted that objectives relating to the ● second half of 2020 were not readjusted to take the second Covid-19 wave into account. The Company did not apply the claw-back provision for variable compensation the period concerned. Multi-year equity compensation In the context of the authorization granted by the Combined General Meeting of June 9, 2020 (43 rd and 44 th resolutions), the Board of Directors decided, at its June 9, 2020 meeting, on recommendation of the Remuneration Committee, to proceed with the allocation of 25,850 stock options (valued at € 190,773, or € 7.38 per unit) 1 and 25,850 performance shares (valued at € 1,087,251, or € 42.06 per unit) 2 to the Chairman and Chief Executive Officer. These amounts take into account the recommendations of the AFEP-MEDEF Code applicable to the Chairman and Chief Executive Officer. These allocations were decided in accordance with the compensation policy for Mr. Gilles Grapinet as approved by the Annual General Meeting of June 9, 2020 (28 th resolution). In its analysis, the Board of Directors also reviewed the following items:

24.39%

87.77%

The beneficiary is required to hold 15% of any vested ● performance shares for the duration of his duties as Corporate Officer and to keep, in registered form, 5% of the shares from the exercise of stock options; The prohibition to enter into any financial hedging ● transaction relating to the granted performance shares and stock options during the full term of office of the Chief Executive Officer. In line with the commitments made on the occasion of previous share award plans and of the award of stock options on September 3, 2014, September 1, 2015, July 21, 2018, July 24, 2019 and June 9, 2020 and of the award of performance shares on July 25, 2016, July 24, 2017, July 21, 2018, July 24, 2019 and June 9, 2020, the Chief Executive Officer took note of the prohibition on engaging in any risk hedging transactions with the performance shares and the stock options granted throughout the duration of his corporate term of office. Mr. Gilles Grapinet benefits from a 2019 Supplementary Pension Plan which was approved by the General Meeting of April 30, 2019. The Board of Directors’ meeting of December 19, 2019 decided that the 2019 Supplementary Pension Plan in force in Worldline had to be brought into line with the “ Loi 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 Order 2019-697 of July 3, 2019 relating to corporate supplementary pension plans. The Board of Directors therefore decided: To close the 2019 Supplementary Pension Plan to any new ● members, as from July 4, 2019; To freeze, on December 31, 2019, rights built up under the ● 2019 Supplementary Pension Plan for the Chief Executive Officer affiliated before July 4, 2019 without freezing the reference compensation for the calculation of the future annuity at retirement. The beneficiary remains entitled to this pension supplement on December 31, 2019, provided the underlying performance conditions are met and provided he meets the presence condition as defined under Article 3 of the Pension Plan rules. No new rights may be created under the current plan after January 1, 2020. Complementary and supplementary pension plans

G

1 Share valuation based on the fair value as determined according to IFRS 2 recognized in the consolidated financial statements. 2 The Board of Directors, during its meeting of February 23, 2021, on recommendation of the Remuneration Committee, 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.

Universal Registration Document 2020

431