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 far as governance is concerned Convening the Annual General Meeting, reviewing and ● approving the Board of Directors' report to the Annual General Meeting (including the corporate social and environmental responsibility report); Modifications of the Board of Directors' Internal Regulations ● following the entry into force of the European audit reform; governance (confirmation to separate the offices of Chairman of the Board of Directors and of Chief Executive Officer, nomination of the Chairman of the Board and of the Chief Executive Officer after the renewal of Thierry Breton’s and Gilles Grapinet’s terms of office as Directors by the Annual General Meeting, confirmation of the composition of the Committees after the renewals of terms of office Review of the operation of corporate bodies and corporate ● Pursuant to Article 17 of the Company’s Bylaws as adopted at the Company’s Extraordinary Shareholders’ Meeting on April 30, 2014, the Company’s Board of Directors may create Committees charged with examining questions submitted to it by the Board or its Chairman. Two of the Company's Board of Directors' Committees were put in place on the listing date of the Company’s shares on Euronext Paris: an Audit Committee and a Nomination and Remuneration Committee. Also, a third Committee was created by decision of the Board of Directors on December 12, 2016: the Investment Mission (Article 9.3.2 of the Internal Regulations of the Board of Directors) The Audit Committee’s mission is to prepare and facilitate the work of the Board of Directors within its relevant fields of competence, as set forth in the Internal Regulations of the Board of Directors. It assists the Board of Directors in analyzing the accuracy and sincerity of the Company’s corporate and consolidated financial statements and oversees the quality of internal controls and of the information disclosed to shareholders and the markets. The missions of the Audit Committee are specified in the Board of Directors’ Internal Regulations following the entry into force of the European audit reform. The Audit Committee may provide the Board with all opinion or recommendation within the areas described below. In particular, the Audit Committee receives from the Board of Directors the following assignments: With respect to the financial statements to monitor the process of preparing financial information ● and, as the case may be, issue recommendations to guarantee its integrity; The Audit Committee G.2.6.1 G.2.6

decided by the Annual General Meeting, renewal of delegations of powers to the Chief Executive Officer, propositions of renewal of Directors, assessment of the Board's works, review of Directors’ independence, conformity review of the Company’s practices with the AFEP-MEDEF Code recommendations, review and approval of the Chairman's report on governance and internal control, allocation of directors’ fees); Discussions related to a plan for the succession of the Senior ● Officers. The Board regularly heard the Statutory Auditors' reports as well as the works of the three permanent Committees of the Board of Directors: the Audit Committee, the Nomination and Remuneration Committee and the Investment Committee.

Committees of the Board of Directors [GRI 102-37]

Committee. The powers of these Committees are governed by the Internal Regulations of the Board of Directors. The Committees are solely advisory in preparing the works of the Board which is the only decision-making and liable body. They report to the Board of Directors. Their recommendations are discussed at length during the meetings of the Board of Directors, where applicable, on the basis of the documentation

generated by the Committees.

The composition, responsibilities and powers, and procedural rules of these Committees are described below.

to proceed with a prior examination and give its opinion on ● the draft annual, half yearly and, where applicable, quarterly company and consolidated accounts prepared by the Finance department; to assess the relevance and the permanence of the ● accounting principles and rules; to be presented with the evolution of the perimeter of ● consolidated companies; to meet, whenever it deems necessary, with the Statutory ● Auditors, the general management, the Financial and Accounting management, the Internal Audit management or any other member of the management; these hearings may take place, when appropriate, without the presence of the members of the general management; to examine the financial documentation distributed by the ● Company at the closing of the annual accounts, as well as the important financial documents and press releases and those relating to material external growth operations; to report on the results of the financial statements ● certification, on the way this mission contributed to the integrity of the financial information and about the role that the Committee played in the process.

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Worldline 2017 Registration Document