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 9.3.1 of the Internal Regulations of the Board of Directors)

The Chief Executive Officer is associated to the works of the Committee relating to appointments. The Nomination and Remuneration Committee may call upon external experts if need be. Works in 2017 During the 2017 financial year, the Nomination and Remuneration Committee met four times. Attendance of members to the meetings was an average of 92%. The highest individual rate of attendance was 100% (reached by 2 members) and the lowest individual rate of attendance was 75%. The Nomination and Remuneration Committee met in 2017 in order to deal in particular with the following subjects: Review of the variable compensation of the Chief Executive ● Officer due for the second semester of 2016 and the first semester of 2017; Setting of the performance objectives applicable to the Chief ● Executive Officer's variable compensation for the second semester 2017 and the first semester of 2018; Review of the conformity of the Chief Executive Officer’s ● compensation with the recommendations of the AFEP-MEDEF Code; Validation of performance conditions of certain on-going ● performance share plans; Setting of terms and conditions of certain on-going ● performance shares plans (including performance conditions); Review of a draft plan for the allocation of performance ● shares or stock-option plan in favour of the Chief Executive Officer, some members of the Group's management as well as for its senior executives; Review of retention plans for certain managers, within the ● context of some external growth operations; Review of a project of an employee stock-ownership plan ● (Boost) 2018; Review of the resolutions to be submitted to the Annual ● General Meeting in relation to the Chief Executive Officer's compensation, pursuant to the provisions of the AFEP-MEDEF Code ("Say on Pay"); Composition of the Board of Directors and renewal of ● Directors at the 2017 Annual General Meeting; Total amount of Directors’ fees (jetons de présence) ● proposed to the 2017 Annual General Meeting and the terms and conditions of allocation of the said Directors’ fees; Review of the independence of Board members; ● Diversity policy at Board of Directors level; ● Succession plan for Senior Officers. ●

The Nomination and Remuneration Committee is composed of a minimum of three and a maximum of five members, the majority 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. At the filing date of the Registration Document, the Nomination and Remuneration Committee members was composed as follows (1) : Mr. Luc Rémont* (Chairman); ● Mr. Thierry Breton; ● Ms. Susan M. Tolson*. ● In accordance with the recommendations of the AFEP-MEDEF Code, the Nomination and Remuneration Committee is composed of an independent Chairman and a majority of independent members, and no senior officer is a member. Members of the Committee are appointed by the Board of Directors from among its members and taking into consideration their independence, experience and skills. The term of office of the members of the Nomination and Remuneration Committee is the same as their term as members of the Board of Directors. The term of a member of the Nomination and Remuneration Committee may be renewed at the same time as such member’s term as a member of the Board of Directors. The Chairman of the Nomination and Remuneration Committee is appointed from among the independent members by the Board of Directors, upon the proposal of the Chairman of the Board of Directors. The Committee’s secretary is any person designated by the Chairman of the Committee or with the Chairman’s approval. The Nomination and Remuneration Committee may validly deliberate either in a meeting or by telephone or video conference, when convened by its Chairman or secretary, as long as at least half of its members participate to its work. The notice of the meeting must include an agenda and may be transmitted orally or by any other means. The decisions of the Nomination and Remuneration Committee are subject to a majority vote by members participating in the meeting, with each member having one vote. The Nomination and Remuneration Committee meets as often as necessary and at least three times per year, in particular before the Board of Directors meets to assess the independence of its members pursuant to the independence criteria adopted by the Company and, in any event, prior to any meeting at which the Board of Directors votes on the compensation of members of senior management or the allocation of Directors’ fees. Operating rules (Article 9.3.1 of the Internal Regulations of the Board of Directors)

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

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Worldline 2017 Registration Document