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]

As of the date of this Registration Document, the members of the Board of Directors have not agreed to any restriction on their right to transfer shares of the Company, with the exception of rules relating to the prevention of insider trading and the recommendations of the AFEP-MEDEF Code with respect to the obligation to retain shares. To date, all Directors meet the requirement, contained in the Board of Directors' Internal Regulations, of holding at least 750 Company shares each. To the Company’s knowledge, there are no service contracts between members of the Company’s Board of Directors and any of its subsidiaries, which provides for the granting of benefits. The Board of Directors of the Company has approved Internal Regulations, which were last updated during the Board meeting held on October 20, 2017, setting forth its composition, responsibilities and procedural rules, in addition to those set forth in legislative and regulatory provisions and the Company’s Bylaws, and to which are annexed the Directors' Charter and the Guide to the Prevention of Insider Trading. The Internal Regulations specify, in particular, rules on composition, operation and role of the Board, compensation of Directors, assessment of the works of the Board, information of Directors, the role, competence and operating rules of the Board's Committees, the specific missions and prerogatives that can be assigned to a Director, and the confidentiality obligations imposed on Directors. As soon as appointed, a copy of the Internal Regulations as well as of the Directors' Charter and the Guide to the Prevention of Insider Trading are provided to the Directors who acknowledge the provisions of these documents. Extracts of the Guide to the Prevention of Insider Trading may be found in section G.5.4. Extracts of the Internal Regulations of the Board of Directors The Board of Directors’ Internal Regulations relating to such topics as (i) reserved matters of the Board of Directors, (ii) operation of the Board of Directors, (iii) missions and operation of the Committees, (iv) and assessment of the works of the Board of Directors are summarized in dedicated sections of this Registration Document. The Internal Regulations provide for additional provisions, the main ones of which are listed below: Information supplied to the Directors The Company shall be required to provide its Directors with any information necessary for the efficient participation in the work of the Board of Directors in such a way as to enable it to carry out their mandate under appropriate conditions. The same shall apply at any time in the life of the Company where the importance or urgency of the information so requires. This permanent information shall include any relevant information, including critical information, concerning the Company and particularly articles in the press and financial analysis reports. Board of Directors’ Internal G.2.3.9 Regulations

A Director may request from the Chairman any complementary information that he or she deems necessary for the full accomplishment of his or her tasks, particularly in view of the agenda of the meetings. Should a Director believes that he or she is not in a position to deliberate in full knowledge of all the facts, he or she has a duty to inform the Board and to demand vital information. Acceptance of new social mandates The Chief Executive Officer seeks the opinion of the Board of Directors prior to accepting any new social mandate in a French or foreign listed company, outside the Group. Possibility to assign a task to a Director When the Board of Directors decides to entrust an assignment to one (or more) of its members or to a third party (or parties), it shall establish the principle characteristics of such task. When the person or persons entrusted with this assignment are members of the Board of Directors, they shall not participate in the voting. Based on this resolution, the Chairman shall initiate the drafting of a commissioning letter, which shall: define the specific purpose of the assignment; ● determine the form that the report of the assignment shall ● take; determine the duration of the assignement; ● determine, where applicable, the compensation due to the ● person carrying out the assignment as well as the methods of payment of the amounts due to the interested party; and provide for, where applicable, a maximum limit of ● reimbursement of travel expenses as well as expenses incurred by the interested party and those related to the carrying out of the assignment. The Chairman shall submit the draft commission letter to the Nomination and Remuneration Committee for its opinion. The report of the assignment shall be communicated by the Chairman to the Directors of the Company. The Directors' Charter of Worldline summarizes the missions and obligations of the members of the Board of Directors. This Charter covers in particular the following points: prohibition to hold a corporate office and an employment contract, company interests, attendance, diligence, loyalty, independence, confidentiality, trading in the Group’s shares, conflicts of interests and information of members. The following paragraphs are extracted from the Directors' Charter. Appointment Before accepting their mandates, each Director must be aware of his or her rights and obligations binding upon him or her. In particular, he or she must acknowledge the applicable laws and regulations applicable to his or her office, the provisions of the Company’s Bylaws, the Internal Regulations of the Board of Directors, the Directors' Charter and the Guide to the Prevention of Insider Trading. Directors must own in their own name at least the number of registered shares required by the rules governing the Company. If they do no own such shares at appointment, they must acquire them within six months of their date of appointment. Extracts fromthe Charter of theWorldline Board of Directors

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Worldline 2017 Registration Document