Worldline - 2019 Universal Registration Document

G

CORPORATE GOVERNANCE AND CAPITAL Legal Information

Rights, Privileges and Restrictions G.1.3.2 Attached to Shares Voting rights (articles 11 and 33 of the bylaws) Each share gives the right to one vote. The Company’s bylaws confer double voting rights on fully paid-up registered shares held by the same person for at least two years. Preferential subscription rights The Company’s shares have a preferential right to subscribe for capital increases in accordance with the French Commercial Code. Limitation on voting rights The bylaws do not contain any provisions restricting the voting rights attached to the shares. Participation in General Shareholders’ Meetings (article 28 of the bylaws) Every shareholder has the right to attend Shareholders’ Meetings and to participate in its votes, either personally or by proxy. Every shareholder may be represented by his spouse, by another shareholder, or by his partner under a civil solidarity pact. Moreover, a shareholder may be represented by any other natural person or legal entity of his choice. The representative must show proof of his appointment. Each shareholder’s right to participate in Shareholders’ Meetings is subject to his shares being registered in his name or in the name of the intermediary registered on his behalf in the conditions set forth by law. An owner of bearer shares may participate in the Shareholders’ Meeting only if the approved intermediary holding his account provides a certificate of ownership ( attestation de participation ). Upon decision of the Company’s Board of Directors, shareholders may participate in Shareholders’ Meetings by videoconference or other means of telecommunication, including Internet, in particular through an electronic voting form available on the Company’s website. The Company may, at any time, identify the holders of bearer shares in accordance with applicable laws and regulations. If a person who has been asked for information fails to provide such information within the time period required by applicable laws and regulations, or provides incomplete or inaccurate information either as to his capacity or as to the owners of the shares or the number of shares held by each of them, the shares or other securities giving immediate or future access to the share capital and for which such person is registered shall be stripped of their voting rights for any Shareholders’ Meeting occurring before the information is corrected and payment of the corresponding dividend shall be deferred until such date. Identifiable Bearer Shares (article 9 of the bylaws)

Modifications of the rights of shareholders The rights of shareholders may be modified in accordance with applicable laws and regulations. The bylaws do not contain any particular provisions with respect to modification of the rights of shareholders that are more stringent than the law. Convening and Holding of Ordinary Shareholders’ Meetings and Extraordinary Shareholders’ Meetings (articles 34 and 35 of the bylaws) Shareholders’ Meetings are called “Extraordinary” when their purpose is to modify the Company’s bylaws or nationality, or when the law so provides. All other Shareholders’ Meetings are “Ordinary”. Decisions at Extraordinary Shareholders’ Meetings are made by a two-thirds vote of the shares present or represented, and decisions at Ordinary Shareholders’ Meetings are made by a simple majority of shares present or represented. Shareholders’ Meetings are convened and held in accordance with the rules and conditions provided for under French law. In addition to the thresholds provided for by applicable laws and regulations, any natural person or legal entity who, acting alone or in concert, comes to hold, directly or indirectly, a number of shares representing at least 2% of the share capital or voting rights, or any multiple of 1% thereafter, including beyond the reporting thresholds provided for by laws and regulations, must inform the Company of the total number of shares, voting rights, or securities giving access to the share capital or voting rights of the Company that such person holds, as well as of any securities giving access to the share capital or to voting rights potentially attached thereto, by registered letter with return receipt requested sent to the Company’s registered office within four trading days after crossing such threshold(s). In the event of a failure to comply with the above provisions, the legal penalties for breach of the obligation to report crossing a legal threshold shall apply to thresholds provided for in the bylaws only upon the request, recorded in the minutes of the Shareholders’ Meeting, of one or more shareholders holding at least 2% of the Company’s share capital or voting rights. Subject to the above provisions, this obligation under the bylaws is governed by the same provisions as those governing the legal obligation, including with respect to shares deemed to be held. The Company reserves the right to report the information provided or a breach of the above obligation by the person in question to the public and to the Company’s shareholders in accordance with applicable laws and regulations. The same reporting obligation, with the same deadline and terms, applies each time the proportion of the share capital or voting rights held by a shareholder decreases to below any of the thresholds referred to above. Crossing of bylaws Thresholds (article 10 of the bylaws)

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Universal Registration Document 2019