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]

Board of Directors Meetings

G.2.5

G.2.5.1

G.2.5.2

Operating rules

Works in 2017

As per the Board of Directors' Internal Regulations, the Board of Directors, convened by its Chairman, shall meet at least four times a year and as often as necessary in the Company's interest. Board of Directors' Meetings shall follow the agenda set by the Chairman and communicated to the Directors. Whenever possible, the necessary documents and elements are sent to the Directors with the agenda. The Board of Directors shall elect a Chairman from among its members, who shall be a natural person, and, if the Board deems it appropriate, one or more Vice-Chairmen. It shall determine the duration of their functions, which shall not exceed those of their mandate as Director, and which may be terminated by the Board at any time. The Board of Directors shall appoint, determining his or her term of office, a secretary who may be chosen from among the Directors or from outside. In compliance with the provisions of Article L. 225-37 of the French Commercial Code, meetings of the Board of Directors may be held by any means of video-conferencing or telecommunication allowing for the identification of the Directors and guaranteeing their actual participation, i.e. transmitting at least the voices of the participants and having the technical capabilities enabling continuous and simultaneous retransmission of the discussions in order to allow them to participate in the Board of Directors Meetings. Directors wishing to attend a meeting of the Board of Directors by way of videoconference or telecommunication as described above shall indicate such to the Chairman by email at least 24 hours before the date of the meeting so that the Chairman may supply the said Directors with videoconferencing or telecommunication facilities, as preferred. For the purposes of calculating the quorum and the majority, the Directors participating in the meeting by way of videoconference or telecommunication shall be deemed present. Necessary measures shall be taken in order to ensure the identification of each speaker and the verification of the quorum. Otherwise, the meeting of the Board of Directors shall be adjourned. The preceding provisions relating to participation in Board meetings by way of videoconference or telecommunication shall not be applicable to the adoption of decisions covered under Articles L. 232-1 and L. 233-16 of the French Commercial Code, respectively related to the creation of the Company’s annual accounts and management report and to the creation of the Group’s consolidated accounts and the Group’s management report. The Directors shall have the option of being represented at Board of Directors' Meetings by another Director. Each Director may only represent one of his or her colleagues during the same Board of Directors Meeting. The Board of Directors may only deliberate validly if at least half of its members are present. Decisions are taken by a majority of members present or represented. If the votes are equal, the Chairman of the session shall cast the deciding vote.

During the 2017 financial year, the Board of Directors met twelve times. Attendance of Directors at these meetings was an average of 90%. The highest individual rate of attendance was 100% (reached by 5 Directors) and the lowest individual rate of attendance was 58% * . In addition, for the 2018 fiscal year, the Board of Directors decided that it would meet at least once without the Chief Executive Officer’s presence. The Board of Directors met to discuss the following topics in particular: As far as financial statements, budget and financial commitments are concerned Review and approval of the 2018 budget; ● Review of the financial information, quarterly reports and ● forecasts; Review of and closure of the consolidated half-year and ● yearly financial statements; Review of financial presentations and press releases; ● Review and approval of parent company guarantees; ● Review of the presentations to be made on the Investor Day; ● As far as stratgic projects and operations are concerned Review of the Group's strategic trends; ● Review of external growth operations. ● As far as compensation is concerned Confirming the elements of the Chief Executive Officer’s ● compensation, setting the objectives for his variable part for H2 2017 and H1 2018, and confirming the results for his variable compensation related to H2 2016 and H1 2017; Review of the resolutions to be submitted to the Annual ● General Meeting on the say on pay “ex post” and “ex ante” in relation to the compensation of the Chief Executive Officer as per the recommendations of the AFEP-MEDEF Code; Setting up of a performance shares allocation plan; ● Confirming achievement of performance conditions, ● including the achievement of the CSR performance conditions, and setting new annual objectives for the same in connection with on-going performance share plans; Review of a project of employee stock ownership plan. ●

The information given on the lowest individual rate was not for an Independent Director. *

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Worldline 2017 Registration Document