Worldline - 2019 Universal Registration Document

G

CORPORATE GOVERNANCE AND CAPITAL Corporate Governance

As agreed in the context of the contemplated acquisition of Ingenico, announced on February 3, 2020, and subject to the closing of the transaction, the governance of the Company is expected to be adjusted so as to reflect the new shareholding structure. Indeed, Mr. Gilles Grapinet would remain the Chief Executive Officer of Worldline while Mr. Bernard Bourigeaud, current Chairman of the Board of Directors of Ingenico, would become the non-executive Chairman of the Board of Directors. In the context of the agreements entered into regarding the acquisition of Ingenico in particular a letter-agreement dated February 2, 2020 related to SIX Group AG' stake in Worldline (the “ SIX Agreement ”) 1 , it was agreed that a third director representing SIX Group be appointed to the Board of Directors at closing of the transaction in order to reflect his status as the first shareholder which has publicly announced its support to the transaction and after having publicly reaffirmed the strategic dimension of its participation in the Company, of which he is positioned as a medium to long term shareholder. However, taking into account in particular: The recent reduction by Atos of its level of shareholding ● within Worldline to a level below 4% of the share capital; The fact that SIX Group AG is the main shareholder of ● Worldline and has reaffirmed in particular that Worldline is a highly strategic investment for SIX Group AG which intends to remain a medium to long-term shareholder; The fact that SIX Group AG announced its intent to commit ● later in 2020, subject to decisions of its governance bodies, to new lock-up, in respect of Worldline shares that it will hold until end of H1 2021, as evidence of its full support to the contemplated strategic transaction with Ingenico and consistent with its position as medium to long-term reference shareholder of the combined group, the Board of Directors of Worldline decided on March 19, 2020, upon SIX Group AG’s proposal and recommendation of the Nomination and Remuneration Committee, to anticipate the appointment of the third Board member expected to be

appointed upon proposition of SIX Group AG by coopting Mr. Daniel Schmucki as a replacement for Ms. Ursula Morgenstern (director appointed upon proposal of Atos SE having resigned), without any condition regarding the closing of the Tender Offer (provided however that SIX Group AG owns more than 15% of the voting rights in Worldline) and approved consequently to amend the SIX Agreement accordingly to reflect such adjustment that the parties still need to finalize. It is reminded that Mr. Schmucki’s appointment as director will be submitted to validation by the 2020 Annual General Meeting. Accordingly, as from the acquisition of Ingenico as contemplated and subject to the vote of the shareholders during the 2020 Annual General Meeting, the Board of Directors would be enlarged to 18 members, out of which 11 independent Directors, including in particular: The current members of the Board of Directors of ● Worldline; 6 members of Ingenico amongst which: ● Mr. Bernard Bourigeaud, current chairman of the board of ● directors of Ingenico, 1 director representing Bpifrance reflecting its public ● support to the transaction and their intent to become a long-term reference shareholder of the Company, 1 director representing Deutscher SparkassenVerlag ● GmbH ("DSV") to embody the strong partnership with the combined group, The corresponding resolutions will be published in the Bulletin des Annonces Légales Obligatoires (official legal gazette for listed companies) in a notice of meeting which will be followed by a convening notice. These notices, together with the personal information on proposed candidates will be available on Worldline’s website (“Investors section”) as required by applicable laws and regulations. 3 other independent directors; ● Mr. Gilles Arditti, current censor. ●

1 The SIX Agreement has been authorized by the Board of Directors on February 2, 2020 and will be submitted to the approval of the 2020 Annual General Meeting.

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Universal Registration Document 2019