WORLDLINE_REGISTRATION_DOCUMENT_2017

Corporate governance and capital Legal Information

equensWorldline UK, equensWorldline S.E. Branch in the ● United Kingdom - 37th floor - 1 Canada Square – Canary Wharf - London E14 5AA ; PaySquare Germany, PaysQuare S.E. Branch in Germany - ● Hahnstraße 25 – 60528 Frankfurt am Main ; PaySquare Poland, PaySquare S.E. Branch in Poland - ul. ● Puławska 182 – 02-670 Warszawa. Place of registration, registration number and share ● trading information: the Company is registered with the Pontoise Trade and Companies Register under number 378 901 946.

Worldline SA shares are traded on the Euronext Paris ● market under ISIN code FR0011981968. The shares are not listed on any other stock exchange. Business identification Code (APE code): 6311Z. ● Date of incorporation and duration: The Company was ● incorporated on July 31, 1990, for a period of 99 years from the date of its registration with the trade and companies register, except in the event of early dissolution or extension.

Provisions of the Bylaws

G.1.3

The Company’s Bylaws were prepared in accordance with the laws and regulations applicable to French limited liability corporations (sociétés anonymes) with a Board of Directors. The principal provisions described below have been taken from the Company’s Bylaws.

powers within the limits of the Company’s purpose and subject to the powers that the law and the Bylaws grant expressly to the Shareholders’ Meeting or the Board of Directors. The CEO represents the Company in its relations with third parties. Convening andHolding of Board of Directors’ Meetings (Article 18 of the Bylaws) The Board of Directors meets as often as necessary in the Company’s interest, but at least every three months. The Chairman convenes these meetings. If the Board of Directors has not met in more than two months, at least one-third of its members may request that the Chairman convene it to discuss a particular agenda. The CEO may also request that the Chairman convene the Board of Directors to discuss a particular agenda. Decisions are taken by a majority of members present or represented. In the event of a tie, the vote of the meeting’s Chairman prevails. Powers of the Board of Directors (Article 17 of the Bylaws) The Board of Directors determines the direction of the Company’s business and ensures its implementation. Subject to the powers expressly granted to the Shareholders’ Meeting, and within the limits of the Company’s purpose, the Board of Directors decides any question concerning the proper functioning of the Company and, through its decisions, settles matters concerning it. The Board of Directors determines the limits to the CEO’s authority, as the case may be, pursuant to its rules of procedure, by establishing the transactions for which Board authorization is required. Related-PartyAgreements (Article 25 of the Bylaws) Any agreement entered into either directly or through an intermediary party by the Company and its CEO, any Deputy Managing Director, any Director, any shareholder holding more than 10% of the Company’s voting rights or, in the case of shares held by a company, its controlling Company within the meaning of Article L. 233-3 of the French Commercial Code is subject to the procedure provided for in Articles L. 225-38 to L. 225-43 of the French Commercial Code.

G.1.3.1

Governance, related party

agreements

Fiscal year (Article 36 of the Bylaws) [GRI 102-50] [GRI 102-52] The Company has a fiscal year of twelve months, beginning on January 1, and ending on December 31 of each year. Members of the Board of Directors (Articles 13, 14 and 15 of the Bylaws) The Company is governed by a Board of Directors composed of at least three members and at most twelve members elected by the Ordinary Shareholders’ Meeting. The Board of Directors is renewed each year on a rolling basis, such that one-third of the members are renewed each year. Directors are appointed for a three-year term. A maximum of one-third of the members of the Board of Directors may be more than 70 years old. Chairman (Articles 19 and 21 of the Bylaws) The Board of Directors elects a Chairman from among the members who are natural persons. He organizes and manages its work, and reports on such work to the General Shareholders’ Meeting. He oversees the proper functioning of the Company’s governing bodies and ensures, in particular, that the Directors are able to carry out their duties.

G

Chief ExecutiveOfficer (Article 23 of the Bylaws)

At the option of the Board of Directors, the Company may be managed either by the Chairman or by a person appointed by the Board of Directors and given the title of Chief Executive Officer (CEO). The CEO is granted the broadest powers to act in all circumstances in the Company’s name. He exercises these

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Worldline 2017 Registration Document