Worldline - 2020 Universal Registration Document

G

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

The performance conditions of the 2020 stock options plan are listed below:

Indicator measurement

Achievement levels Floor: Target -1.75%

% vested

50%

Group revenue organic growth rates Average revenue organic growth rate over three years (2020 – 2022) (“A”) Group Operating Margin before Depreciation and Amortization rate (OMDA) Average of the GroupOMDA rates over 3 years (2020 – 2022) (“B”)

Target

100% 130%

Cap: Target +1.75% Floor: Target -1.5%

50%

Internal Performance Conditions

Target

100%

Cap: Target +2% Floor: Target -1.5%

130%

Group Free Cash Flow (FCF) before dividends and income from acquisitions/disposals Average FCF over three years (2020–2022) (“C”)

50%

Target

100%

Cap: Target +1.25%

130%

Floor: CDP B

50%

Carbon Disclosure Program score Score obtained at the end of the period concerned (in 2022) (“D1”) Eco Vadis score Score obtained at the end of the period concerned (in 2022) (“D2”) Gaia Index Certification rating Rating obtained at the end of the period concerned (in 2022) (“D3”)

Target: CDP A-

100% 130%

Cap: A

Floor: 74% of Target

50%

External CSR performance condition

Target: above 2019 results

100% 130%

Cap: Target +1.2% Floor: 68% of Target

50%

Target: above 2019 results

100% 130%

Cap: Target +6:8%

A* 30% + B* 25% + C* 25% + [(D1 + D2 + D3)* 20%] = Average vesting rate (The average vesting rate may not exceed 100%)

The objectives for stock options plan allocated in 2020 should maintain, in the Company’s corporate interest, an adequacy also be reviewed by the Board of Directors on the between the implementation of the compensation policy and recommendation of the Remuneration Committee to take into the performance as well as to maintain the motivation and the account in particular the change of scope of consolidation retention effect, those objectives remaining in line with the following the acquisition of Ingenico and the market guidance. Company objectives and with a requirement level aiming to This will be done to take into account the exceptional ensure the alignment of the beneficiaries’ and shareholders’ circumstances beyond management’s control (namely the interest. The Company will communicate the adjustment and persistane of the crisis resulting from the health state of the reasons supporting its decision in full transparency. emergency declared at the onset of the Covid-19 pandemic) to

Stock options granted to the top ten employee beneficiaries who are not G.3.3.5 Corporate Officers, and options exercised by these beneficiaries – AMF Table 9

Weighted average price (exercise price of the year of grant) (in €)

Total number of options granted

Plan Date 1

Stock options granted during the year to the ten employees having the highest number of options granted (comprehensive information) Stock options held on the issuer exercised during the year by the ten employees having the highest number of options purchased or subscribed (comprehensive information)

44,740

69.73

June 9, 2020

September 3, 2014 & July 27, 2015

59,200

17.65

Corresponds to the date of the Board of Directors’ meeting that approved the grant. 1

448

Universal Registration Document 2020