WORLDLINE_REGISTRATION_DOCUMENT_2017

G

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

Compliance with the AFEP-MEDEF Code – Frame of reference on

G.2.1

corporate governance

French legislation and rules published by the financial market regulatory authorities apply to the Company’s corporate governance. Since the listing of the Company's shares on Euronext Paris, Worldline complies with the recommendations of the AFEP-MEDEF Corporate Governance Code for Listed Companies (the "AFEP-MEDEF Code"), in particular in connection with the preparation of the Board of Directors' report on corporate governance required by Article L.225-37 of the French Commercial Code.

In that respect, Worldline’s Board of Directors met on February 19, 2018 to perform an annual review of the implementation by the Company of these governance principles. The detail of the Board’s assessment items on the implementation of the AFEP-MEDEF Code is available in its entirety on Worldline’s website www.worldline.com . The "AFEP-MEDEF Code" is available on the AFEP website: wwwafep.com , in the Governance section.

As at the date of publication of this Registration Document, and in accordance with the rule "Comply or Explain" set forth under Article L.225-37-4 of the French Commercial Code and Article 27.1 of the AFEP-MEDEF Code, the following recommendation is not applied for the reasons hereafter indicated:

AFEP-MEDEF Code recommendation

Justification

Given his existing responsibilities within the Atos group, Mr. Gilles Grapinet will retain his employment contract with an Atos SE affiliate which provides, first, that he will serve as Senior Executive Vice President in charge of coordination of Global Functions within the Atos group (other than in respect of the financial control of the Worldline subsidiary) and second, that he will assume the role of Company CEO (or other comparable responsibilities within the Atos group in the event that he ceases to be CEO of Worldline). As indicated in the July 24, 2017 press release related to the Combined Shareholders' Meeting, the Worldline Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, unanimously decided to extend the Company's current governance structure and confirmed the terms of office of the Chairman of the Board of Directors and of the CEO for the duration of their respective terms of office as Directors. Indeed, in line with its previous recommendations, the Nomination and Remuneration Committee recommended that the Company's management mode, which has shown evidence since the Company's listing on the stock market, be renewed as it enables the Chairman of the Board of Directors, who also leads the parent company, Atos SE, to direct and organize the Board's governance and works; with the CEO taking responsibility for implementing strategy and managing operations.

Termination of employment contract in case of appointment as company Officer (Articles 21.1 and 21.2 of the AFEP-MEDEF Code) When an employee is appointed Chairman and/or Chief Executive Officer, it is recommended that his or her employment contract with the company or with a company affiliated with the Group be terminated, whether through contractual termination or resignation.

Management Mode [GRI 102-22] [GRI 102-24] [GRI 102-25] [GRI 102-26]

G.2.2

In accordance with Article 22 of the Company’s Bylaws, the Board of Directors has decided to separate the functions of the Chairman of the Board of Directors and Chief Executive Officer of the Company. Since April 30, 2014, Mr. Thierry Breton serves as Chairman of the Board of Directors, while Mr. Gilles Grapinet serves as Chief Executive Officer. Mr. Gilles Grapinet is party to an employment agreement with an Atos SE affiliate that provides, first, that he will serve as Senior Executive Vice President of the Atos group in charge of coordination of Global Functions (other than in respect of the financial control of the Worldline subsidiary), and second, that he will assume the role of CEO of the Company (or other comparable responsibilities within the Atos group in the event that he ceases to be CEO of Worldline).

In order to ensure a smooth transition, the following structure was put in place for a period of approximately 18 months following the listing of the Company’s shares on Euronext Paris: the CEO of the Company, assisted by a Senior Executive Vice President, three global business line Directors, and a Chief Technology Officer and Chief Operations Officer of the Group, devotes two-thirds of his time to managing the Company. In the context of the merger of Worldline and equens operations, and given the associated need to fully mobilize all the integration know-how and proven capabilities of Atos group, Worldline's Board of Directors, based on the recommendation from the Nomination and Remuneration Committee, unanimously decided to extend for another 12 to 18 months the current governance structure of the Company.

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Worldline 2017 Registration Document