Worldline - 2019 Universal Registration Document

CORPORATE GOVERNANCE AND CAPITAL Corporate Governance

Strategic alliances or partnerships which could have a ● structural impact for the Group; Parental company guarantees exceeding the limit of the ● delegation granted to the Chief Executive Officer; Entry of a third party as a shareholder of a material ● subsidiary of the Group;

Financing and borrowing in excess of €10 million; and ● Any material transaction not within the scope of the ● current activities or the defined strategy (either exceeding €10 million or deemed material to the Group).

The Board of Directors: composition and organization principles G.2.3 [GRI 102 -5] [GRI 102-18] [GRI 102-22] [GRI 102-23]

Composition of the Board of Directors G.2.3.1

Evolution of the composition of the Board of Directors and its Committees As from January 1, 2019 and up until the date of this Universal Registration Document, the composition of the Board of Directors was modified as a result of the following events:

Termination

Appointment

Renewal

Board of Directors

- Dr. Roméo Lacher (resignation on April 30, 2019). - Ms. Sophie Proust (resignation on April 30, 2019). - Chairmanship and directorship of Mr. Thierry Breton (resignation on October 24, 2019). - Mr. Pierre Barnabé as director (resignation on November 15, 2019). - Ms. Ursula Morgenstern (resignation on March 3, 2020). - Mr. Pierre Barnabé as censor (resignation on March 3, 2020). - Mr. Gilles Arditti (resignation on March 16, 2020). - Mr. Daniel Schmucki as censor (resignation on March 19, 2019).

- Ms. Mette Kamsvåg and Mr. Georges Pauget as independent Directors on April 30, 2019 for mandates of a 3-year term. - Mr. Lorenz von Habsburg Lothringen as Director on April 30, 2019 for mandate of a 2-year term (upon proposal of SIX Group AG) to replace Dr. Romeo Lacher. - Ms. Marie-Christine Lebert as Director representing the employees on May 17, 2019 for a mandate of 3-year term. - Mr. Gilles Grapinet as Chairman of the Board October 24, 2019 (upon proposal of Atos SE) for a mandate expiring at the end of the 2020 Annual General Meeting to replace Mr. Thierry Breton (subject to ratification by the 2020 Annual General Meeting). - Mr. Pierre Barnabé as censor on November 15, 2019 (upon proposal of Atos SE) for mandate of a 1-year term (subject to ratification by the 2020 Annual General Meeting. - Mr. Daniel Schmucki as director on March 19, 2020 for a mandate expiring at the end of the 2021 General Meeting to replace Ms. Ursula Morgenstern (subject to ratification by the 2020 Annual general Meeting). - Mr. Gilles Arditti as censor on March 19, 2020 for a mandate expiring at the earliest of (i) closing of the acquisition of a controlling stake in Ingenico or (ii) the end of the 2021 General Meeting (subject to ratification by the 2020 General Meeting). - Mr. Jos Dijsselhof as censor on March 19, 2020 for a mandate expiring at the end of the 2021 General Meeting (subject to ratification by the 2020 General Meeting). of Directors on October 24, 2019. - Mr. Pierre Barnabé as director on

- Ms. Ursula Morgenstern as Director on April 30, 2019 for mandate of a 2-year term. - Mr. Luc Rémont and Ms. Susan M. Tolson as Directors on April 30, 2019 for mandates of a 3-year term.

G

359 Universal Registration Document 2019