Worldline - 2020 Universal Registration Document

G

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

The performance conditions of the 2018 and 2019 plans are listed below:

Performance conditions*

Plan of 07/21/2018

Plans of 01/02/2019 and 07/24/2019

Group revenue organic growth for the year concerned is at least equal to: And Group Operating Margin before Depreciation and Amortization for the year concerned is at least equal to: And Group Free Cash Flow, before dividends and income from acquisitions/disposals for the year concerned, is at least equal to:

The growth for the corresponding year is at least equal to the market guidance for the year concerned.

The OMDA in the relevant year is at least equal to (i) the market guidance for the year concerned; or (ii) an increase defined by the WorldlineBoard of Directors versus the previous year. The amount of the Group Free Cash Flow, before dividends and income from acquisitions/disposals in the relevant year, is at least equal to (i) the market guidance for the Group Free Cash Flow, before dividends and income from acquisitions/disposals for the year concerned, or (ii) an increase from the previous year, determined by the WorldlineBoard of Directors. For each year concerned, the Group obtains at least two out of the three following scores: GRI “Comprehensive” (or equivalent if, during the Plan, the term used for the highest level is changed); The Group obtains the Eco Vadis CSR “Gold” score (or its equivalent if, during the Plan, the term used for the highest level is changed); The Group obtains the GAIA Index Certification general rating equal to or above 70/100 (or its equivalent if, during the plan, this term is changed).

And External condition linked to environmental and social responsibility performance

Years

2018 – 2019 – 2020

2019 – 2020 – 2021

The objectives of the 2018 and 2019 performance share plans are based on the market guidance and were set by the Board of Directors’ meeting of December 18, 2019. The plan rules for the 2018 and 2019 performance share plans, foresee that the Board of Directors reserves the right to adjust the performance indicators in the event of a change in Worldline’s scope of consolidation, a change in the accounting method used, or due to any other circumstance justifying such an adjustment in order to offset the consequences of these circumstances on the objective set at the time of award. The Board of Directors’ meeting of July 22, 2020, on the Remuneration Committee’s recommendation, adjusted the objectives set for the 2018 and 2019 performance share plans. Taking into account the exceptional impact of the crisis resulting health state of emergency, the Board of Directors’ meeting of July 22, 2020, on recommendation of the Remuneration Committee, while respecting the applicable compensation policy approved by the shareholders, decided to adjust the financial performance conditions applicable to the 2018 and 2019 performance share plans in order to align the said performance conditions with the revised 2020 market guidance as revised in July 2020. This adjustment is justified by the exceptional circumstances beyond management’s control (namely the crisis resulting from the health state of emergency declared at the onset of the Covid-19 pandemic). The adjustment made solely concerns the performance conditions themselves. No changes were made to either the number of performance shares initially granted or to the elasticity curves.

The revised market guidance for 2020 was not changed as a result of the Ingenico Group acquisition on October 28, 2020 or following the second Covid-19 wave. Those adjustments have been realized for all the beneficiaries concerned. 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). As part of this re-alignment, the Board of Directors’ meetings of July 22, 2020 and February 23, 2021, took the following factors into account: under the 2018 and 2019 performance share plans, contrary to more recent plans, the acquisition is subject to the realization of internal performance conditions measured each year (or only two out of three in the last year of the plan concerned, provided that the minimum trigger threshold of 85% is achieved for the internal performance condition criterion that is not 100% achieved, leading in this case to 75% vesting of the initial grant). 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.

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Universal Registration Document 2020