WORLDLINE_REGISTRATION_DOCUMENT_2017

G

Corporate governance and capital Legal Information

Compensation of Directors (Article 20of the Bylaws) Members of the Board of Directors may receive Directors’ fees, the aggregate amount of which is set by the Shareholders’ Meeting and allocated freely by the Board of Directors among its members. The Board of Directors may grant a larger portion to those Directors serving on Committees.

Identifiable Bearer Shares (Article 9 of the Bylaws) The Company may at any time verify the identity of the holders of bearer shares in accordance with applicable laws and regulations. If a person who has been asked for information fails to provide such information within the time period required by applicable laws and regulations, or provides incomplete or inaccurate information either as to his capacity or as to the owners of the shares or the number of shares held by each of them, the shares or other securities giving immediate or future access to the share capital and for which such person is registered shall be stripped of their voting rights for any Shareholders’ Meeting occurring before the information is corrected, and payment of the corresponding dividend shall be delayed until such date. Modifications of the rights of shareholders The rights of shareholders may be modified in accordance with applicable laws and regulations. The Bylaws do not contain any particular provisions with respect to modification of the rights of shareholders that are more stringent than the law. Convening andHolding of Ordinary Shareholders’ Meetings and Extraordinary Shareholders’ Meetings (Articles 34 and 35 of the Bylaws) Shareholders’ Meetings are called “Extraordinary” when their purpose is to modify the Company’s Bylaws or nationality, or when the law so provides. All other Shareholders’ Meetings are “Ordinary”. Decisions at Extraordinary Shareholders’ Meetings are made by a two-thirds vote of the shares present or represented, and decisions at Ordinary Shareholders’ Meetings are made by a simple majority of shares present or represented. Shareholders’ Meetings are convened and held in accordance with the rules and conditions provided for under French law. In addition to the thresholds provided for by applicable laws and regulations, any natural person or legal entity who comes to hold, acting alone or in concert, directly or indirectly, a number of shares representing at least 2% of the share capital or voting rights, or any multiple of 1% thereafter, including beyond the reporting thresholds provided for by laws and regulations, must inform the Company of the total number of shares, voting rights, or securities giving access to the share capital or voting rights of the Company that such person holds, as well as of any securities giving access to the share capital or to voting rights potentially attached thereto, by registered letter with return receipt requested sent to the Company’s registered office within four trading days after crossing such threshold(s). Crossing of Bylaws Thresholds (Article 10of the Bylaws)

G.1.3.2

Rights, Privileges and Restrictions

Attached to Shares

Voting rights (Articles 11 and 33 of the Bylaws) Each share gives the right to one vote. The Company’s Bylaws confer double voting rights on fully paid-up registered shares held by the same person for at least two years. The amount of time that such shares have been held prior to the listing of the Company’s shares on Euronext Paris shall not be taken into account for the purpose of calculating such two-year period. Limitation on voting rights The Bylaws do not contain any provisions restricting the voting rights attached to the shares. Preferential subscription rights The Company’s shares have a preferential right to subscribe for capital increases in accordance with the French Commercial Code. Participation inGeneral Shareholders’ Meetings (Article 28 of the Bylaws) Every shareholder has the right to attend General Shareholders’ Meetings and to participate in its votes, either personally or by proxy. Every shareholder may be represented by his spouse, by another shareholder, or by his partner under a civil solidarity pact. Moreover, a shareholder may be represented by any other natural person or legal entity of his choice. The representative must show proof of his appointment. Each shareholder’s right to participate in General Shareholders’ Meetings is subject to his shares being registered in his name or in the name of the intermediary registered on his behalf in the conditions set forth by law. An owner of bearer shares may participate in the General Shareholders’ Meeting only if the approved intermediary holding his account provides a certificate of ownership (attestation de participation). Upon decision of the Company’s Board of Directors, shareholders may participate in General Meetings by videoconference or other means of telecommunication, including the Internet, in particular through an electronic voting form available on the Company’s website.

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Worldline 2017 Registration Document