Worldline - 2020 Universal Registration Document

G

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

The performance conditions of the performance share plans of June 9, 2020, and October 28, 2020, 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 Score 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 of the performance shares plans allocated in maintain, in the Company’s corporate interest, an adequacy 2020 should also be reviewed by the Board of Directors on the between the compensation and the performance as well as to recommendation of the Remuneration Committee to take into maintain the motivation and the retention effect, those account in particular the change of scope of consolidation objectives remaining in line with the Company objectives and following the acquisition of Ingenico and the market guidance. with a requirement level aiming to ensure the alignment of the This will be done to take into account the exceptional beneficiaries’ and shareholders’ interest. The Company will circumstances beyond management’s control (namely the communicate the adjustment and the reasons supporting its persistane of the crisis resulting from the health state of decision in full transparency. emergency declared at the onset of the Covid-19 pandemic) to Approval of the performance conditions relating to award of the performance G.3.3.7 share plans and the stock options plans in the process of vesting or vested during the year

Regarding the performance share plan of July 21, 2018, the performance conditions were verified for 2018, 2019 and 2020. The external performance condition was also met. The vesting of the performance shares granted under this plan remains subject to the verification of the employment condition on the vesting date, i.e. , July 21, 2021.

The stock options subscription plans dated September 3, 2014 and September 1, 2015 became available for exercise on May 15, 2016 and May 15, 2017 respectively. The stock options subscription plans dated May 25, 2016 and August 16, 2016, vested on May 25, 2018 and were available for exercise immediately. The fulfilment of the performance conditions relating to these plans as well as to the performance shares plans dated July 25, 2016 and July 24, 2017 are covered in previous Registration Documents and Universal Registration Documents.

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Universal Registration Document 2020