WORLDLINE_REGISTRATION_DOCUMENT_2017

G

Corporate governance and capital Code and charts [GRI 102-12] [GRI 102-16]

Other applicable provisions

G.5.3

The Code of Ethics’ principles are not the only mandatory provisions applicable within Worldline. A standard of policies established by the different departments and adopted by the Group governs the activities of each employee, who must comply with these rules regarding, in particular, delegations of

authority, mandatory contractual clauses for clients and suppliers contracts, the selection of potential employees and their training or the selection process for business partners,

among other requirements.

Privileged information and insider trading

G.5.4

G.5.4.3

Hedging of stock-options and

In order to ensure market transparency and integrity in Worldline securities, the Company aims at providing its investors and shareholders, under conditions that are equal for all, information on its activities and performance. The Company requires all senior managers or employees having access to critical information to follow special rules, contained in a guide, to prevent insider trading. Insider trading G.5.4.1 The undue use or disclosure of inside information constitutes a stock market regulation or legal violation which are liable to criminal, regulatory (Autorité des Marchés Financiers - AMF) and civil proceedings. Accordingly, no employee shall disclose any inside information to third parties or deal in Worldline securities when he or she is in possession of any inside information.

performance shares

All staff members are prohibited to put in place, by means of derivatives or otherwise (right to purchase or sell at a certain price or any other term and conditions) against Worldline stock price changes from their exposure to the potential value of: stock options they are entitled to until the beginning of such ● options’ exercise period; performance shares they were awarded, during acquisition ● and blocking periods. In line with the commitments made on the occasion of previous share award plans, the Chief Executive Officer, on the occasion of the award of stock-options on September 3, 2014 and September 1, 2015, and of the award of performance shares on July 25, 2016 and July 24, 2017, took note of the Company’s prohibition towards him not to engage in any risk hedging transactions over the shares which are the subject of the award throughout the duration of his social mandate.

G.5.4.2

Dealing during closed periods

Employees who are likely to have access on a regular basis to privileged information must not deal in Worldline securities, whether directly or indirectly, during any “closed period”. A closed period is defined as six weeks prior to the publication of Worldline's annual financial results, 30 days prior to the publication of Worldline’s half-yearl statements and four weeks prior to the financial information for the first, second and third quarters.

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Worldline 2017 Registration Document