Worldline - 2020 Universal Registration Document

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

Level of achievement of the objectives linked to the 2020 annual variable compensation The variable compensation due to Mr. Marc-Henri Desportes for 2020 was € 196,280 1 and corresponds to the application of a

payment of 56.08% of the annual target variable compensation and the annual fixed compensation. Based on the half-year targets, the average payout rate for the annual targets was as follows:

2020

Weight

Payout rate

Group revenue organic growth

40% 30% 30%

27.3% 51.8% 98.7%

Group Operating Margin before Depreciation and Amortization (OMDA)

Group Free Cash Flow

The fulfilment of these criteria and the subsequent variable compensation amount were approved by the Board of Directors at its meetings on July 22, 2020, and February 23, 2021. The Deputy Chief Executive Officer’s variable compensation for the first half of 2020 was € 42,682.50,

i.e. , 24.39% of his target variable compensation (on a half-year basis), and € 153,597.50, i.e. , 87.77% of his target variable compensation (on a half-year basis) for the second half of 2020.

2020 Indicators

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 As such, the following should be noted: Despite the Covid-19 pandemic, at its meeting on June 9, ● 2020, the Board resolved to uphold the objectives related to the variable compensation of the Chairman and Chief Executive Officer and the Deputy Chief Executive Officer for the first half of 2020 as set during its meeting of December 18, 2019; The objectives 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 second-half budget 2020 of the former Worldline scope of consolidation and the second-half 2020 budget of the Ingenico Group as readjusted in the second half); The objectives relating to the second half of 2020 were ● not readjusted to take into account the second wave of Covid-19. Budget objectives are in line with the financial objectives published by the Company at the start of every year. The Company did not apply the claw-back provision for variable compensation the period concerned.

24.39%

87.77%

Multi-year equity compensation As part of the authorization granted by the Combined General Meeting of June 9, 2020, (43 rd and 44 th resolutions), during its meeting on June 9, 2020, the Board of Directors decided, on the recommendation of the Remuneration Committee, to award 13,400 stock options (assessed at € 98,892, or € 7.38 each 2 ) and 13,400 performance shares (assessed at € 563,604 or € 42.06 each 3 ) to the Deputy Chief Executive Officer, with these amounts taking into account the recommendations of the AFEP-MEDEF Code that apply to the Deputy Chief Executive Officer. These grants were decided in accordance with the approval given by the Annual General Meeting on June 9, 2020 (29 th resolution). In its analysis, the Board of Directors also reviewed the following items: 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 Deputy Chief Executive Officer.

G

1 It is recalled that the Deputy Chief Executive Officer informed the Board of Directors on April 1, 2020 that he was waiving entitlement to any increase in his 2020 annual variable compensation (the adjusted variable compensation amounted to € 450,000). 2 Stock option valuation based on the fair value as determined according to IFRS 2 recognized in the consolidated financial statements. 3 Share valuation based on the fair value as determined according to IFRS 2 recognized in the consolidated financial statements.

Universal Registration Document 2020

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