WORLDLINE_REGISTRATION_DOCUMENT_2017

Corporate governance and capital Corporate Governance [GRI 102-10] [GRI 102-18] [GRI 102-22] [GRI 102-24] [GRI 102-26]

G.1.3.3

Financial Statements (Articles 37, 38

In the event of a failure to comply with the above provisions, the legal penalties for breach of the obligation to report crossing a legal threshold shall apply to thresholds provided for in the Bylaws only upon the request, recorded in the minutes of the Shareholders’ Meeting, of one or more shareholders holding at least 2% of the Company’s share capital or voting rights. Subject to the above provisions, this obligation under the Bylaws is governed by the same provisions as those governing the legal obligation, including with respect to shares deemed to be held. The Company reserves the right to report the information provided or a breach of the above obligation by the person in question to the public and to the Company’s shareholders in accordance with applicable laws and regulations. The same reporting obligation, with the same deadline and terms, applies each time the proportion of the share capital or voting rights held by a shareholder decreases to below any of the thresholds referred to above. Control of the issuer There are no provisions either in the Company’s Bylaws or in any internal charter or rules of procedure that could have the effect of delaying, postponing or preventing a change of control of the Company.

and 39 of the Bylaws)

Legal Reserve Five percent of each fiscal year’s profit, after deduction of losses carried forward from previous years, if any, is allocated to a legal reserve fund whenever the amount in such fund is less than 10% of the share capital. Approval of dividends The General Shareholders’ Meeting votes on the payment of dividends in accordance with Articles L. 232-12 to L. 232-18 of the French Commercial Code. The General Shareholders’ Meeting may give shareholders the option to receive payment in cash or in new shares of the Company, pursuant to legal conditions. The General Shareholders’ Meeting may also decide, upon the proposal of the Board of Directors, to distribute any profit or reserves in kind in the form of assets or securities. In the event of the distribution of securities that are not listed on a regulated market or traded on an organized multilateral trading facility, or whose admission to such a market or trading facility will not occur in connection with such distribution, the shareholders have the right to choose between payment in cash and the delivery of such securities.

Corporate Governance [GRI 102-10] [GRI 102-18] G.2 [GRI 102-22] [GRI 102-24] [GRI 102-26]

In accordance with the French law known as the "Sapin II Law", Order No. 2017-1162 of July 12, 2017, introducing various measures to simplify and clarify companies' reporting obligations, amended Article L. 225-37 of the French Commercial Code, replacing the report of the Chairman of the Board of Directors on corporate governance and internal control with the corporate governance report, issued by the Board of Directors. This report is attached to the management report and contains, in particular, information relating to the compensation of comapny officers, various aspects of the practices of the Company's administrative and management bodies and factors likely to have an impact in the event of a public offering.

Information on internal control and risk management procedures is included in the management report which now contains information about the financial risks associated with climate change and presents the measures being taken by the Company to reduce said risks by implementing a low-carbon strategy in all aspects of its business activity (Art. L. 225-100-1 of the French Commercial Code) (see section F.7 Internal Control). These new provisions are applicable to reports appertaining to fiscal years beginning on or after January 1, 2017.

G

295

Worldline 2017 Registration Document