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]

Limits on the powers of the Chief ExecutiveOfficer The Chief Executive Officer must submit the following decisions for the prior authorization of the Board of Directors: purchase or sale of shareholdings exceeding €10 million; ● purchase or sale of assets exceeding €10 million; ● purchase of assets or shareholdings beyond the Group’s ● usual activities; purchase or sale of real estate assets exceeding €10 million; ● strategic alliance or partnership which could have a ● structural impact for the Group; parental company guarantees exceeding the limit of the ● delegation granted to the Chief Executive Officer; entry of a third party as a shareholder of a material ● subsidiary of the Group; financing and borrowing in excess of €10 million. ●

Upon recommendation of the Nomination and Remuneration Committee, this governance structure was extended by the Board of Directors following the Combined General Shareholders' Meeting on July 24, 2017. As underlined by the Nomination and Remuneration Committee and the Board of Directors, the relevance of the decision to separate the functions of Chairman and CEO has shown since the Company's listing on the stock market, 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.

The Board of Directors: composition and functioning [GRI 102 Board -5] [GRI 102-18] [GRI 102-22] [GRI 102-23]

G.2.3

G.2.3.1

Mission of the Board of Directors

The mission of the Board of Directors is to determine the strategy and trends of the Company's activity and to oversee their implementation. Moreover, the Board of Directors appoints senior officers and rules on the independence of Directors, on a yearly basis, possibly sets limits on the powers of the CEO, issues the report on corporate governance, convenes the

Shareholders' Meetings and decides on their agendas, undertakes the controls and verifications which it deems fit, the control and audit of the sincerity of the financial statements, the review and approval of the financial statements, the

communication

to

the

shareholders

and

reviews

communications to the market of high quality information.

G.2.3.2

Composition of the Board of Directors

The following Director reappointments were made, and Director cooptations ratified, in 2017:

Date

Concerned Director

Event

G

Thierry Breton Gilles Grapinet Aldo Cardoso Susan Tolson Sophie Proust Danielle Lagarde

May 24, 2017

Renewal of the term of office as Director for 3 years.

May 24, 2017 May 24, 2017

Renewal of the term of office as Director for 2 years. Ratification of the co-opting as Director of the Company until the end of the General Meeting convened to approve the financial statements for the fiscal year ending in 2017. appointed by the Board of Directors as Independent Directors pursuant to the criteria set forth in the AFEP-MEDEF Code and six other Directors (including the Chairman) who were appointed by the General Shareholders Meeting upon nomination by Atos SE, the Group’s principal shareholder.

The Combined General Meeting of Worldline’s shareholders held on July 24, 2017 allowed for the confirmation of the respective terms of office as Directors of all current members of the Board of Directors, in line with the remaining duration of their respective terms of office. As of December 31, 2017, the Board of Directors was composed of nine members (including its Chairman), three of whom were

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Worldline 2017 Registration Document