Worldline - 2019 Universal Registration Document

CORPORATE GOVERNANCE AND CAPITAL Legal Information

Control of the issuer There are no provisions either in the Company’s bylaws or in any internal charter or internal rules that could have the effect of delaying, postponing or preventing a change of control of the Company.

Approval of dividends The General Shareholders’ Meeting votes on the payment of dividends in accordance with articles L. 232-12 to L. 232-18 of the French Commercial Code. The General Shareholders’ Meeting may give shareholders the option to receive payment in cash or in new shares of the Company, pursuant to legal conditions. The General Shareholders’ Meeting may also decide, upon the proposal of the Board of Directors, to distribute any profit or reserves in kind in the form of assets or securities. In the event of the distribution of securities that are not listed on a regulated market or traded on an organized multilateral trading facility, or whose admission to such a market or trading facility will not occur in connection with such distribution, the shareholders have the right to choose between payment in cash and the delivery of such securities. manner that does not disrupt the orderly trading of the shares or other securities of the Company and shall at the request of SIX Group AG cooperate in organizing one or more off-market black trades, private placements or public offerings of SIX Group AG shares, including by assisting in the preparation of the documentation needed to effect such transactions and provided that costs relating to such cooperation shall be borne by SIX Group AG; Secondary listing : in the event where SIX Group AG would ● request a secondary listing of the shares of Worldline on the SIX Swiss Exchange (in addition to the listing of the shares on Euronext Paris) within a period expiring one year after May 7, 2019 (the payment date of the distribution of Worldline’s shares capital by Atos SE), instead of a period expiring one year after November 30, 2018 (date of acquisition of SIX Payment Services), and provided it fully owns more than sixteen percent of the share capital and voting rights of Worldline at the time of its request, Worldline shall use its reasonable endeavours to effect this request. It is also recalled that, in the context of the contemplated aquisition of Ingenico, Worldline and SIX Group AG concluded two agreements: an agreement related to the voting undertaking of SIX Group AG and one agreement related to SIX Group AG's shareholding in Worldline and its representation at Board level (For more information on the two agreements, refer to section E.8.3).

Financial Statements G.1.3.3

(articles 37, 38 and 39 of the bylaws)

Legal Reserve Five percent of each fiscal year’s profit, after deduction of losses carried forward from previous years, if any, is allocated to a legal reserve fund whenever the amount in such fund is less than 10% of the share capital.

Provisions of the agreements with SIX Group AG G.1.4

On the occasion of the acquisition, by the Company, of SIX Group AG's payment services division, SIX Group AG and Atos SE entered into a shareholders’ agreement containing in particular governance provisions, reserved matters and various provisions regarding the transfer of shares. This shareholders’ agreement has been amended on March 18, 2019 in the context of the distribution, by Atos SE, of around 23.5% of the share capital of Worldline. This shareholders' agreement was terminated as a consequence of the disposals of Worldline's shares completed by Atos until February 4, 2020 and the subsequent decrease of Atos' shareholding in Worldline below 4% of the share capital. Worldline and SIX Group AG also entered into an agreement (the “ SIX Group AG Agreement ”) which shall remain in force until the earlier of (i) the tenth anniversary of its entry into force (November 30, 2018), unless SIX Group AG requests a ten-year period renewal and (ii) its termination by mutual agreement of Worldline and SIX Group AG. This SIX Group AG Agreement also provides the termination of the rights and obligations of Worldline and SIX Group AG should SIX Group AG come to hold a number of Worldline Shares representing less than 4% of the capital or voting rights of Worldline. The main provisions of such SIX Group AG Agreement are the following: Orderly sale : Worldline undertakes to cooperate with SIX ● Group AG to facilitate any transfer of any shares or other securities of the Company carried out by SIX Group AG in a

G

355 Universal Registration Document 2019