Worldline - 2020 Universal Registration Document

G

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

the market guidance, decided, on recommendation of the Remuneration Committee, to adjust the 2020 objectives linked to internal performance conditions in order to align them with the market guidance revised 2020 objectives, while payment curves remain unchanged. As part of this realignment, the 2020 context was taken into account, in particular: The waiver by Mr. Gilles Grapinet of the increase decided ● by the Board of Directors in February 2020 regarding his fixed and variable cash compensation; The lack of a review of the objectives linked to first-half ● variable compensation (thereby severely impacting payment linked to the first half, reduced to 24.39% of the half-year target variable compensation) as well as the anticipated impact on the variable compensation for the second half (having resulted in the payment of 87.77% of the half-year target variable compensation); The resilience of Worldline’s first-half achievements in the ● context of the global pandemic (at the time the realignment decision was taken); The fact that the re-alignment is based on exogenous ● conditions which are not specific to Worldline; The success of the Ingenico acquisition against the ● backdrop of a global pandemic; The performance of the share price and the value creation ● for the shareholders despite the backdrop of the global pandemic. Due to all these elements, the Board of Directors decided on July 22, 2020 that it would not be appropriate to reduce the long-term compensation linked to the Supplementary Pension Plan of Mr. Gilles Grapinet. The Board of Directors’ meeting of February 23, 2021 checked the achievement of the performance conditions for 2020 as well as the validation of the pension rights associated, which are as follows:

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 2 within the Excom, for Worldline SA employees or Corporate Officers, and whose annual fixed compensation exceeds 15 times the French annual social security ceiling for 2020. Mr. Gilles Grapinet acquired pension rights on the basis of an annual contribution rate of 0.97% in 2020 . On February 18, 2020, the Board of Directors decided to apply the performance conditions defined below for the validation of the rights acquired in 2020 under the new Supplementary Pension Plan. The nature and weight of each performance condition have been defined as follows by the Board of Directors: Revenue organic growth of the Worldline Group in line with ● its market guidance for 2020 (30%); Operating margin before depreciation and amortization ● (OMDA) of the Worldline Group is in line with its market guidance for 2020 (25%); Free cash flow of the Worldline Group is in line with its ● market guidance for 2020 (25%); The Group’s combined corporate social responsibility ● indicator (based on criteria in force in the 2020 long-term incentive plan) (20%). The Board of Directors’ meeting of July 22, 2020, after recalling (i) the adjustment of the market guidance in 2020 during the first wave of the Covid-19 pandemic and (ii) the fact that the Supplementary Pension Plan provides for underlying internal performance conditions for 2020 which are in line with

2020 Objectives

Validation of rights*

Weight

Indicator

Group revenue organic growth

30% 25% 25%

111% 115% 130% 100% 130%

Group Operating Margin before Depreciation and Amortization (OMDA)

Group Free Cash Flow 1

Carbone Disclosure Program score

Group combined CSR indicator

Eco Vadis score

20%

Gaia Index Certification rating

98%

117% Limited to 100%

Validation of pension rights

After applying the elasticity curve capped at 130%. * Before dividends and income from acquisitions/disposals. 1

The performance conditions linked to the Supplementary Pension Plan are therefore 100% fulfilled (maximum limit) for 2020, with application of the annual contribution rate of 0.97%.

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Universal Registration Document 2020