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]

G.2.3.3

G.2.3.5

Shareholding obligations

Employee’s participation in the

Board of Directors

Pursuant to the Internal Regulations of the Board of Directors, each Director (except the employee Directors and the Directors representing employee shareholders) must own at least seven hundred and fifty (750) shares.

As of December 31, 2017, the Company had not appointed an employee Board member within the meaning of Article L. 225-27-1 of the French Commercial Code, as the Article is not applicable as long as the company is a subsidiary of Atos SE which is required to have employee representation on its Board.

G.2.3.4

Diversity Policy at Board level

G.2.3.6

Directors’ training

The Board of Directors held on December 11, 2017, in order to anticipate the entry into force of Article L. 225-37-4 of the French Commercial Code and within the framework of its continuing implementation of best-in-class corporate governance standards has, upon recommendation of the Nomination and Remuneration Committee, reviewed the composition of the Board of Directors and approved the diversity policy applicable at Board level. In that respect, after carefully analyzing the Board’s membership with respect to such criteria as age, gender, skills, professional experience, nationality and independence, and in light of the evolution of the Board composition over the past recent years, it set the following objectives: Age of Directors: Directors’ age rank from 49 to 63 with an (i) average of 55 years old. The Board considered that current age average is satisfactory; Gender diversity: Since January 1, 2017, four out of the total (ii) nine members of the Board of Directors are women, i.e. 44% of the members, thus surpassing the threshold of 40% of same-sex directors set out in law. The Board of Directors considered that the current ratio is satisfactory and aims at upholding it in the view of upcoming renewals thus satisfying the requirements set out by the laws and regulations. Diversity of skills and professional experience : The Board (iii) acknowledged that (i) Directors have extensive professional experience in various industries on high profile positions and are serving or have served as Directors or corporate officers in other French or non-French companies, some of which are listed on the stock exchange, (ii) the diversity of skills is well reflected in the variety of profiles of Board members who have different experiences and trainings: engineering, finance, education, management skills, etc. Consequently, the Board considered that the current diversity of skills is satisfactory and should be upheld. Diversity of nationalities: All members of the Board of (iv) Directors are of French nationality, except Ms. Susan M. Tolson who is an American citizen and Ms. Ursula Morgenstern who is a German citizen. The Board considered that the current ratio of 22% is satisfactory and should at least be upheld. Directors’ independence: Current ratio of independent (v) Directors is 33%. The Board considered that the ratio is satisfactory and set the objective to uphold the current ratio thus satisfying the recommendations of the AFEP-MEDEF for companies that are controlled.

As per the AFEP-MEDEF Code recommendations, upon the appointment of a new Director, various sessions are offered with the main Group executives on the Group’s business, organization and governance. A specific training is also proposed to Directors appointed on the Audit Committee, at the time of their appointment, on the Company’s specific accounting, financial or operational features and the Company’s governance.

G.2.3.7

Statement Regarding the Board of Directors and senior management

As of the date of the registration of this Registration Document, to the Company’s knowledge, there are no family relationships among the members of the Company’s Board of Directors and senior management. To the Company’s knowledge, over the course of the past five years: (i) none of the above persons has been convicted of fraud; (ii) none of the above persons has been associated with a bankruptcy, receivership or liquidation; (iii) no accusations or official public sanctions have been brought against any of the above persons by statutory or regulatory authorities (including designated professional bodies); and (iv) none of the above persons has been disqualified by a court from acting as a member of the administrative, management or supervisory body of any company, or from being involved in the management or performance of the business of any company. To the Company’s knowledge, and subject to the relationships described in Section E.8 ,“Related Party Transactions”, as of the date of this Registration Document, there are no potential conflicts of interest between the duties of the members of the Board of Directors and senior management to the Company and their private interests. To the Company’s knowledge, as of the date of this Registration Document, there are no agreements or undertakings of any kind with shareholders, clients, suppliers or others pursuant to which any member of the Company’s Board of Directors or senior management has been appointed to such position. Conflict of Interest G.2.3.8

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Worldline 2017 Registration Document