Worldline - 2020 Universal Registration Document

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

The objectives of the 2018 and 2019 stock option plans were also adjusted by the Board of Directors’ meeting of December 18, 2020 to take into account the completion of the Ingenico Group acquisition on October 28, 2020. The budget, in line with the market guidance, was therefore adjusted to reflect the Ingenico Group impact on the last two months of 2020. No changes were made either to the budget in line with market guidance or to the market guidance following the second Covid-19 wave. The Board of Directors’ meeting of February 23, 2021 noted the fulfilment of the performance conditions concerning 2020 (see Section G.3.3.7 below). In the context of these re-alignments, the Board of Directors’ meetings of July 22, 2020, December 18, 2020 and February 23, 2021 took the following elements into account: the 2018 and 2019 stock options plans are structured, contrary to the more recent plans, in such a way that the vesting is subject to the fulfilment of external performance conditions and to the fulfilment of two out of three internal performance conditions during each of the annual measurement years. Consequently, failure to meet at least two out of three internal performance conditions in 2020 would have definitively rendered null and void the vesting of all the plans concerned (as these plans do not provide for vesting by year or by performance indicator). This is despite the fulfilment of the external performance criteria linked to social and environmental responsibility over past performance years and the fulfilment of all the internal performance conditions in 2018 and 2019. The Board of Directors also took the following factors into account: The waiver by Executive Corporate Officers of the increase ● decided by the Board of Directors in February 2020 regarding their fixed and variable cash compensation, initially intended to take effect on January 1, 2020, and the salary freeze applied to the rest of the population in 2020; The absence of review of the objectives linked to variable ● compensation for the first half of 2020 (thereby severely impacting payment linked to the first half reduced to 24.39% of the half-year target variable compensation for Executive Corporate Officers and also affecting the first-half payment for top managers), as well as the impact

of the second wave of Covid-19 (which led to a payment of 87.77% of the second-half target variable compensation for Executive Corporate Officers and also affecting the second-half payment for top managers); The resilience of Worldline’s financial achievements in ● 2020 against the backdrop of the global pandemic: despite the exceptional context linked to the Covid-19 crisis, top managers of Worldline successfully worked to ensure business continuity, control costs, support business operations and succeeded in mitigating the impact of Covid-19 on the Company’s financial results; The re-alignment based on exogenous conditions which ● are not specific to Worldline; The successful completion of the Ingenico acquisition ● against the backdrop of a global pandemic; The evolution in the share price between the grant dates ● of the plans concerned and year-end 2020, namely 147% increase in share price for the 2018 plans and 120% for the 2019 plans. For 2020, despite the pandemic, the share price rose by more than 23% enabling Worldline to create value for its shareholders; Taking all these factors into account, the Board of Directors decided that it would be neither appropriate nor fair to reduce the long-term compensation of Executive Corporate Officers and beneficiaries of the plans concerned, as the adjustments made are fully in line with the Company’s corporate interest and correlated with the performance of the Worldline Group over 2020. This is in order to maintain the motivation of the beneficiaries, including the Executive Corporate Officers, and to allow Worldline to achieve its short- and long-term objectives while ensuring a community of interests with its shareholders. It is also recalled that the long-term incentive plans are mainly for Worldline’s top managers, key resources, experts and some juniors, including Executive Corporate Officers and that these plans are an important part of the compensation package and play a key role in motivating and retaining their beneficiaries. By securing vesting over a three-year period, the Company ensures that it maintains the development of a community of interest with its shareholders while involving its employees in the Company’s long-term performance and financial results.

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Universal Registration Document 2020

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