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]

Composition (Articles 9.2.4 and 9.3.2 of the Internal Regulations of the Board of Directors) The Audit Committee can be composed of a minimum of three and a maximum of five members, two-thirds of whom must be appointed from among the independent members of the Board of Directors, in accordance with the recommendations of the AFEP-MEDEF Code. On the filing date of the Registration Document, the Audit Committee was composed as followed (1) : Mr. Aldo Cardoso* (Chairman); ● Ms. Susan M. Tolson*; ● Mr. Gilles Arditti. ● In accordance with the recommendations of the AFEP-MEDEF Code, 2/3 of the members of the Audit Committee are independent, and they all have financial and accounting competences. Aldo Cardoso, Chairman of the Audit Committee, has an in-depth and recognized knowledge of corporate finance and accounting, as well as of audit and control procedures, which he acquired during his long experience in the management of the audit and financial, legal and tax consulting firm Arthur Andersen and in exercising his various directorships as a director of leading French and foreign companies. He is a Certified Public Accountant. Susan M. Tolson has financial and accounting knowledge as well as investment and development skills acquired from her experience in various investment structures (particularly in investment management) and performing her duties as director of non-profit companies and organizations in France and especially abroad. Gilles Arditti has financial and accounting knowledge as well as mergers & acquisitions and investor relations skills (mainly in the IT and consulting sector) which he has developed in particular through the various management positions held within the Atos group (Mergers & Acquisitions Director of the Group, CFO France, Head of Investor Relations and Financial Communication of the Group...). He has a thorough knowledge of the procedures learned at KPMG and developed during his career. He is a Certified Public Accountant. More information regarding the backgrounds of Susan M. Tolson, Aldo Cardoso and Gilles Arditti is available in their biography in Section G.2.3.2. Composition of the Board of Directors. In accordance with applicable law, the Audit Committee includes members who are knowledgeable in finance and accounting. All members of the Audit Committee must, at the time of their nomination, be informed about the Company’s accounting, financial and operational specificities. The term of office of Audit Committee members is the same as their term of office as members of the Board of Directors. The term of a member of the Audit Committee may be renewed at the same time as such member’s term as a member of the Board of Directors.

With respect to the external control of the Company to examine questions relating to the appointment or ● renewal of the Company’s Statutory Auditors; to monitor the conduct of the assignment entrusted to the ● Statutory Auditors; to approve the provision of services by the Statutory ● Auditors or by their network members fo the benefit of the Company or its subsidiaries, other than the certification of accounts and the services required from the Statutory Auditors by the law. The Committee bases its recommendations on the analysis of the risk to the independence of the Statutory Auditor(s) and on the safeguard measures applied by them. Pursuant to the provisions of the French Sapin II Law dated November 8, 2016 and the new Articles L. 822-11-2 and L. 823-20-5 of the French Commercial Code, and as from the date of their entry into force, the Board of Directors and the Audit Committee of the Company, which is controlled by Atos SE, are exempted from the application of this approval procedure, as long as the assignments usually entrusted to the Statutory Auditors with regard to a legal entity which belongs to the Worldline Group, are approved by the Audit Committee of Atos SE, in accordance with the applicable law. A report on any decisions taken under this procedure will be presented at each meeting of the Audit Committee; to ensure that the Statutory Auditors act in compliance with ● their duty of independence. With respect to internal control andmonitoring the Company’s risks to evaluate, together with Group-level management, the ● efficiency and the quality of the Group’s internal control systems and procedures, to examine the significant off-balance sheet risks and undertakings, and to meet with the head of Internal Audit, to give its opinion as to the organization of the Internal Audit department, and to be informed of its planned work. The Audit Committee will receive internal auditor’s reports or a periodic summary of such reports; to assess the reliability of the systems and procedures used ● in establishing the accounts, to review the methods and procedures for reporting and processing accounting and financial information; to regularly make itself aware of the financial situation, the ● situation of the treasury and any significant undertakings and risks and to examine the procedures adopted to evaluate and manage those risks. With respect to agreements entered into by the Company : to review all drafts of framework agreements relating to the ● provision of services between Atos SE and/or its subsidiaries, on the one hand, and the Company and/or its subsidiaries, on the other hand, that involve annual payments in excess of € 10 million; and to review all drafts of financing or cash management ● agreements exceeding € 10 million entered into between the Company and/or one of its subsidiaries, on the one hand, and Atos SE and/or one if its subsidiaries, on the other hand.

Independent Directors are indentified with this symbol: * (1)

312

Worldline 2017 Registration Document