Worldline - 2019 Universal Registration Document

CORPORATE GOVERNANCE AND CAPITAL Corporate Governance

Composition of the Board of Directors As at the date of this Universal Registration Document, the Board of Directors is composed of eleven members (including one Director representing the employees) 1 , six of the Directors were qualified by the Board of Directors as independent Directors pursuant to the criteria set forth in the AFEP-MEDEF Code, five other as non-independent Directors (including the Chairman and the Director representing the employees) 2 plus two censors and a representative of the Social and Economic Committee.

Personal information

Experience

Position on the Board

Number of corporate mandates in other listed companies

Seniority at the Board as Director

Number of shares held

Indepen- dency 1

Date of first appointment

End of term of office

Committee member

Name

Age Gender Nationality

Chairman and Chief Executive Officer

Gilles Grapinet 2 56

M French 114,726

0

No

April 30, 2014 AGM 2020

5

SER/SI

Aldo Cardoso 2 64 M French

1,500

4

Yes

June 13, 2014 AGM 2020

5

A*/SI

Giulia Fitzpatrick 2 60

American; Italian

F

750

0

No

November 30, 2018 AGM 2020

1

A/SER/SI

Lorenz von Habsburg Lothringen

Less than a year

64 M Austrian; Belgian

750

0

No

April 30, 2019 AGM 2021

N&R/SI

Mette Kamsvåg 49 Danielle Lagarde 59 Georges Pauget 5 72

F

Norwegian 1,000

0

Yes

April 30, 2019 AGM 2022 Less than a year

A/SER

Directors

F

French

2,740

0

Yes

December 12, 2016 AGM 2021

3 N&R/SER*

M French

750

2

Yes

April 30, 2019 

AGM 2022 Less than a year

Luc Rémont Daniel Schmucki 3

50 M French

1,500

1

Yes

June 13, 2014 AGM 2022

5

A/N&R/SI

Less than a year

51

M Swiss

0

0

No

March 19, 2020 AGM 2021

A/SI*

4

Susan M.

Tolson 58

F

American 1,500

3

Yes

June 13, 2014 AGM 2022

5

A/N&R

Marie- Christine Lebert

Director representing the employees

57

F

French

N/A 4

0

No

May 17, 2019 AGM 2022 Less than a year

SER

Earliest of (i) closing of acquisition of the control of Ingenico or (ii) AGM 2021

Gilles Arditti 3 64 M French

N/A 4

0

N/A

March 19, 2020

N/A

Censors

Jos Dijsselhof 3 54 M Dutch N/A Julie Noir de Chazournes, representative of the Social and Economic Committee, also attends the meetings of the Board of Directors, without voting rights. AGM: Annual General Meeting; N&R: Nomination and Remuneration Committee; A: Audit Committee; SI: Strategy & Investment Committee; SER: Social and Environmental Responsibility Committee. Chairman * The analysis of the independence of each Director is set forth under section G.2.3.3. 1  The renewal of the term of office of this member of the Board of Directors is proposed to the 2020 Annual General Meeting. 2 The ratification of the interim appointment of this member of the Board of Directors is proposed to the 2020 Annual General Meeting. 3 In accordance with the Internal Rules of the Board of Directors’ provisions, the newly appointed directors are required to own Worldline’s shares but such a 4 requirement does not apply to the director representing the employees nor the censors. He/she has six months following his/her first appointment to become compliant with this requirement. Lead independent Director 5 N/A 4 0 N/A March 19, 2020 AGM 2021

G

1 In accordance with the law n°2019-486 dated May 22, 2019 ("Loi Pacte"), the 2020 Annual General Meeting will decide on an amendment of the bylaws regarding the designation of a second director representing the employees. 2 According to the AFEP-MEDEF Code recommendations, Directors representing the employees are not taken into account when determining the percentage of independent Directors.

361 Universal Registration Document 2019