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]

G.2.6.3

Operating rules (Article 9.3.3. of the Board of Directors’ Internal Regulations)

Investment Committee

The Investment Committee’s mission is to prepare and facilitate the decisions of the Board of Directors within its relevant fields of competence. It assists the Board of Directors in analyzing the main external growth projects led by the Company. In order to carry forward its mission, the Investment Committee will be assisted from time to time or permanently by any employee whose expertise is of use for the Committee’s works, and whose appointment will be made upon proposal of the Committee’s Chairman subject to a decision of the Board of Directors. The Committee shall be able to call upon external experts if need be. Works in 2017 The Investment Committee met twice during the 2017 financial year. Attendance of members to the meetings was 100%. In 2017, the Investment Committee reviewed the various on-going acquisition projects and, in particular, the acquisition of Digital River World Payments (Sweden), MRL Posnet (India) and FirstData Baltics (Baltic states).

Composition (Article 9.3.3. of the Board of Directors’ Internal Regulations) The Investment Committee is composed of a minimum of three and a maximum of five members, appointed by the Board of Directors among its members. The Chairman of the Investment Committee is appointed by the Board of Directors, upon the proposal of the Chairman of the Board of Directors. The term of office of the members of the Investment Committee is the same as their term as members of the Board of Directors. They can, however, resign during any meeting of the Board of Directors without cause or notice. The term of their office can be renewed. The Board of Directors may terminate their office ad nutum, without cause. The three members of the Committee are 1 : Mr. Thierry Breton (Chairman); ● Mr. Gilles Grapinet; ● Mr. Aldo Cardoso*. ● The rules related to remuneration for the other Committees are applicable to the newly created Committee, as described in Section G.3.1 Director's fees. The Board of Directors’ Internal Regulations require the Board of Directors to assess its capacity to meet the expectations of the shareholders by periodically analyzing its composition, organization and its operation, as well as the composition, organization and operation of its Committees. In particular, it must analyze the rules governing the functioning of the Board and its Committees, reflect on the desirable balance in their composition, periodically ask itself whether their organization and functioning are adequate to their tasks, verify that important questions are properly prepared and debated, and measure the effective contribution of each Director to the work of the Board of Directors and of the Committees in light of such person’s skills and involvement in deliberations. The evaluation has three objectives: to assess the way in which the Board operates; (i) to check that the important issues are suitably prepared (ii) and discussed; to measure the participation and the actual contribution of (iii) each Director to the Board’s work. For that purpose, the Internal Regulations provide that, once a year, the Board of Directors shall devote one item on its agenda to the discussion of its operation and inform the shareholders each year, in the Registration Document, of the conduct of these assessments and the subsequent follow up. G.2.7

Assessment of the works of the Board of Directors [GRI 102-28]

In accordance with the AFEP-MEDEF Code, the Board of Directors must conduct a formal assessment, on an annual basis, under the direction of the Nomination and Remuneration Committee and the supervision of the Group Secretary with the help, if necessary, of an outside consultant. For the 2017 financial year, the Board decided during its meeting held on October 20, 2017, to proceed with a formalized assessment under the same conditions as for the previous years. The formalized assessment carried out on the works of the Board and its Committees during the 2017 fiscal year, allowed to deepen the appreciation of the works achieved at the Board level as well as in the Committees, as to the conditions in which meetings are prepared and in particular at the Committee’s level (the latter also being subject to an assessment). The assessment was carried out pursuant to the following procedure: under the direction of the Nomination and Remuneration ● Committee and the supervision of the Group Secretary, each Director answers a questionnaire which he or she is individually provided, with the possibility of individual interviews with key management personnel. The questionnaire adresses such topics as: the suitability of the Board and Committies composition, ● the suitability of the agenda and information provided in ● that respect, as well as of the time devoted to specific subjects,

G

Independent Directors are indentified with this symbol: *. 1

315

Worldline 2017 Registration Document