WORLDLINE_REGISTRATION_DOCUMENT_2017

G

Corporate governance and capital Evolution of capital and stock performance

Use of authorizations (par value)

Duration of Authorization

Unused balance (par value) 2.5% of the Company’s share capital  1

Authorization

Maximum Amount

A.G.M 24 May 2017 (22nd resolution)

26 months 2.5% of the Company’s share capital  1

Unused

Share capital increase in connection with an employee share savings plan without preferential subscription rights A.G.M 24 May 2017 (23rd resolution) Free share plans A.G.M 24 May 2017 (15th resolution) Decrease in share capital by cancellation of shares

38 months 0.5% of the Company’s share capital 18 months 10% of the Company’s share capital for any 24-month period

507,118

157,376

10% of the Company’s share capital for any 24-month period The total maximum nominal amount for the capital increases that may be realized under this authorization is to be deducted from the overall limit 1 fixed at 80% of the share capital in connection with a capital increase, whether immediate or deferred. The total maximum nominal amount for the capital increases that may be realized under this authorization is to be deducted from the overall limit 2 fixed at €40 million in connection with a capital increase, whether immediate or deferred. A sub-ceiling fixed at 0.5% applies to the allocations to the Chairman, CEO and other legal representatives (mandataires sociaux). 3 The nominal amount for the capital increases that may be realized under this authorization is to be deducted from the overall limit of the resolution 4 pursuant to which the initial issuance was decided.

G.6.6.5

Threshold crossing

Independent Directors in accordance with the criteria established by the AFEP-MEDEF Code, representing one-third of the Company’s Directors, in conformity with the AFEP-MEDEF Code’s recommendations. In addition, the Board of Directors is assisted by the Audit Committee and the Nomination and Remuneration Committee, which are mainly composed of Independent Directors.

During 2017, the Company was not informed of any crossing of threshold mentioned in article L. 233-7 (I) of the French Commercial Code.

G.6.6.6

Shareholders’s agreement

G.6.6.9

Agreements Likely to Lead to a

Change in Control

The Group has not received notice of any shareholders agreement and, to the best knowledge of the Company, no "action de concert" or similar agreements exist. To the Company’s knowledge, there is no agreement capable of having a material effect, in case of public offer on the share capital of the Company.

None.

Treasury stock and Liquidity G.6.6.10 contract

G.6.6.7

Shareholders’ Voting Rights

Treasury Stock

Each share of the Company gives the right to one vote, subject (i) to the existence of double voting rights on fully paid-up, registered nominal shares held by the same person for at least two years and (ii) treasury stock that do not have voting right.

As at December 31, 2017, the Company owned none of its own shares.

G.6.6.8

Control Structure

Liquidity contract

As of the date of this Registration Document, Atos SE has exclusive control of the Company. However, measures have been taken to ensure that Atos SE does not abuse its status as controlling shareholder of the Company. To this end, the Company has appointed three

By contract dated July 28, 2014, Worldline SA entrusted Rothschild & Cie Bank, for a one-year period, renewable by tacit consent, with the implementation of a liquidity contract compliant with the Ethics Charter of the AMAFI. € 5.0 million were allocated for the purpose of implementing this contract.

344

Worldline 2017 Registration Document