Worldline - 2020 Universal Registration Document

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

Past grants of Performance Shares – AMF Table 10 G.3.3.6

The table below shows the past grants by Worldline since 2016 to reward and retain the employees identified as key talents and top management:

05/24/2018 & 11/30/2018 04/30/2019 06/09/2020 5 06/09/2020 5

Date of General Meeting

05/26/2016 1

05/26/2016 05/24/2017 1

05/24/2018

Total

Date of Board meeting

07/25/2016 12/12/2016 07/24/2017 07/21/2018 10/18/2018 07/24/2019 06/09/2020 10/28/2020 07/25/2016 01/02/2017 07/24/2017 07/21/2018 01/02/2019 07/24/2019 06/09/2020 10/28/2020

Date of award

Plan detail

France International

-

-

-

-

-

-

-

67

62

5

270

353

48

372

442

394

-

Number of beneficiaries

Shares granted

263,650

152,964

224,250

507,118

366,685

93,700

326,965

379,730

560,401

2,875,463

Of which to Corporate Officers

43,700 43,700

- -

- -

43,700 43,700

35,750 20,250

0 0

39,850 26,250

39,250 25,850

0 0

202,250 159,750

Of which to Gilles Grapinet Of which to Marc-Henri Desportes

0

-

-

-

15,500

0

13,600

13,400

0

42,500

Plan change following international mobility

1 3

0

0

0

0

0 0

0 0

0

0

1

Shares canceled or expired Number of shares vested as of 12/31/2020

52,308

30,477

33,696

75,916

3,660

475

927

197,459

211,342

122,487

190,554

430,340

0

0

0

0

0

954,723

of which to Corporate Officers 6

64,160 38,700

- -

- -

63,037 38,022

- -

- -

- -

- -

- -

127,197 76,722

Of which to Gilles Grapinet Of which to Marc-Henri Desportes Status as of 12/31/2020

25,460 211,342

-

-

25,015

-

-

-

-

-

50,475

122,487

190,554

430,340

363,025

93,700

326,965

379,255

559,474 2,677,142

Vesting date

07/25/2018 07/25/2019 04/01/2020 2 07/25/2019 07/25/2019 04/01/2020 2

07/24/2020 07/21/2021 03/31/2022 07/24/2022 06/09/2023 06/11/2023 5 07/24/2020 07/21/2021 03/31/2022 07/24/2022 06/09/2023 06/11/2023 5

Availability Date

The number of shares at grant takes into account a maximum multiplier of 115% (per the terms outlined in the performance conditions). 1 Last vesting date of the third tranche of the plan. 2 One movement from the international plan to the France plan for 764 shares vested on July 25, 2018. 3 The number of shares at grant takes into account a maximum multiplier of 100% (per the terms outlined in the performance conditions). 4 Two beneficiaries have postponed vesting dates and availability dates (09/07/2023 and 10/16/2023 respectively). 5 Senior (Executive and non-Executive) Corporate Officers at performance shares’ grant date. 6

The 2,677,142 performance shares represent 0.96% of Worldline’s share capital as of December 31, 2020. The terms and conditions and the validation of achievement of the performance conditions of the performance share award plans granted on January 2, 2017, and July 24, 2017, are covered in previous Registration Documents. The provisions of the performance share award plans granted on July 21, 2018, July 24, 2019 and June 9, 2020, of which the Chairman and Chief Executive Officer and the Deputy Chief Executive Officer are among the beneficiaries, as well as the plans of January 2, 2017, January 2, 2019, and October 28, 2020, are described below.

The 2,677,142 performance shares above do not take into account the liquidity agreements implemented as part of the acquisition of Ingenico following the mandatory delisting of Ingenico’s share on November 19, 2020. This is due to the fact that these liquidity agreements were established to enable delivery of Ingenico’s unvested 2018 and 2019 performance share plans in progress on the date the offer was completed and delivery of the performance shares that had vested to the beneficiaries of Ingenico’s 2017 performance share plan, based on the exchange ratio of the secondary offer ( i.e. 56 Worldline shares for 29 Ingenico shares).

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Universal Registration Document 2020

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