Worldline - 2019 Universal Registration Document

G

CORPORATE GOVERNANCE AND CAPITAL Corporate Governance

Diversity Policy at Board level G.2.3.2 The Board of Directors held on February 18, 2020 has, upon recommendation of the Nomination and Remuneration Committee, approved the diversity policy applicable at Board level. Considering these objectives, the Board of Directors held on March 19, 2020, upon recommendation of the Nomination and Remuneration Committee, has reviewed the composition of the Board of Directors. In that respect, after carefully analyzing the Board’s and Committees’ membership with respect to such criteria as age, gender, skills, professional experience, nationality and independence, and in light of the evolution of the Board composition over the past recent years, it set the following objectives 1 : Age of Directors: Directors’ age rank from 49 to 72 with (I) an average of 58 years old. The Board considered that current age average is satisfactory and aims to maintain this level; Gender diversity: 4 out of the total 10 members of the (II) Board of Directors to be taken into account 2 are women, i.e. 40% of the members, thus observing the threshold of 40% of same-sex Directors set out by law and in line with the target fixed for 2019. The Board of Directors considered that the current ratio is satisfactory and aims at upholding it above the 40% minimum threshold required by law in the view of upcoming renewals and appointments; Diversity of skills and professional experience: The (III) Board acknowledged that (i) Directors have extensive professional experience in various industries on high profile positions and are serving or have served as Directors or Corporate Officers in other French or non-French companies, some of which are listed on the stock exchange, and that (ii) the diversity of skills is well reflected in the variety of profiles of Board members who have different experiences and trainings: payment services, engineering, banking, finance, education, management skills, etc. Consequently, the Board considered that the current diversity of skills is satisfactory and should be upheld. This is even truer since the recent appointment of Ms. Mette Kamsvåg, Mr. Lorenz von Habsburg Lothringen, Mr. Georges Pauget and Mr. Daniel Schmucki as Directors who brought their extensive experience in banking, finance and payment services sectors, which are key to the Company; Diversity of nationalities: Since Ms. Giulia Fitzpatrick is an (IV) American and Italian citizen, Ms. Mette Kamsvåg is a Norwegian citizen, Ms. Susan M. Tolson is an American citizen, Mr. Lorenz von Habsburg Lothringen is a Belgian and Austrian citizen, and Mr. Daniel Schmucki is a Swiss citizen, the ratio of foreign directors is 50%. This level of

diversity is in line with the geographical footprint of Worldline and reflects the European leadership of Worldline, especially since the acquisition of SIX Payment Services. The Board therefore considered that the current ratio is satisfactory and aims at upholding it in line with the Group's identity; Directors’ independence: During its meeting of (V) February 18, 2020, the Board of Directors, relying on the preliminary work of the Nomination and Remuneration Committee, assessed the Board members' independence based on the criteria set out by the AFEP-MEDEF Code and considered that 6 out of the total 10 members of the Board of Directors to be taken into account 3 are independent, i.e. 60% of the members (see Section G.2.3.3 Directors’ independence), and aims at upholding it above the recommended minimum threshold required in the view of upcoming renewals and appointments in particular in the context of the contemplated acquisition of Ingenico. It is noteworthy that the percentage of independent directors within the Board further increased following the resignation of Ms. Ursula Morgenstern on March 3, 2020, as a consequence of the reduction of Atos' participation in the Company's share capital on February 2020. In accordance with the “Loi Pacte”, a second Director representing the employees within the Board of Directors will have to be designated at the Board of Directors 4 following an amendment to the bylaws to be submitted to the 2020 Annual General Meeting. Besides, Worldline commits to ensuring collective fairness, equality of treatment between genders and balanced access to managerial positions. More information on gender equality, in particular regarding managerial positions, is available in Section D.3.2.5.1 of this Universal Registration Document. Director’s independence G.2.3.3 Definition of an independent Director G.2.3.3.1 The AFEP-MEDEF Code defines as independent, a Director when “ he or she has no relationship of any kind whatsoever with the corporation, its group or the management that may interfere with his or her freedom of judgment” . The AFEP-MEDEF Code also determines that a certain number of criteria must be reviewed in order to determine the independence of a Director: Criterion 1 : The Director shall not be, or shall not have been during the course of the previous five years: An employee or Senior Executive Officer of the Company; ●

1 Neither the censors nor the Directors representing the employees are considered for the purpose of defining the objectives of the diversity policy. 2 As per Article L.225-27-1 of the French Commercial Code, Directors representing the employees are not taken into account when determining the gender diversity ratio. 3 As per the AFEP-MEDEF Code recommendations, Directors representing the employees are not taken into account when determining the percentage of independent Directors. 4 The "Loi Pacte" has reduced from 12 to 8 the minimum number of Directors within the Board triggering the designation of a second Director representing the employees within the Board of Directors.

376

Universal Registration Document 2019