Worldline - 2019 Universal Registration Document

CORPORATE GOVERNANCE AND CAPITAL Corporate Governance

An employee, Senior Executive Officer or a Director of a ● company consolidated within the Company; An employee, Senior Executive Officer or a Director of the ● Company’s parent company or of a company consolidated within this parent company. Criterion 2 : The Director shall not be a Senior Executive Officer of a company in which the Company holds a directorship, directly or indirectly, or in which an employee appointed as such or an executive officer of the Company (currently in office or having held such office during the last five years) is a Director. Criterion 3 : The Director shall not be (or be linked directly or indirectly to) a customer, supplier, commercial banker, investment banker or consultant: That is significant to the Company or its Group; ● Or for which the Company or its Group represents a ● significant portion of its activities. Criterion 4 : The Director shall not be related by close family ties to a Corporate Officer. Criterion 5 : The Director shall not have been an auditor of the Company within the previous five years. Criterion 6 : The Director shall not have been a Director of the Company for more than twelve years. The loss of the status of independent Director occurs on the date at which this period of twelve years is reached. Criterion 7 : A non-Senior Executive Officer cannot be considered as independent if he is paid a variable compensation related to the performance of the Company or its Group. Criterion 8 : Directors representing, or designed upon proposition of, major shareholders of the Company or its parent company may be considered independent, provided these shareholders do not take part in the control of the Company. Nevertheless, beyond a 10% threshold in capital or voting rights, the Board of Directors, upon a report from the Nomination and Remuneration Committee, should systematically review the qualification of a Director as independent in the light of the make-up of the Company’s capital and the existence of a potential conflict of interest. Independence criteria relating to the material nature of the relationship with the Company As recommended by the AFEP-MEDEF Code, as part of the assessment of how significant the relationship with the Company or its Group is, the Board of Directors, during its meeting held on February 18, 2020, on the recommendation of the Nomination and Remuneration Committee, retained (as for the previous year): A quantitative criterion, being the consolidated turnover of ● 1% performed by the Company with a group within which a Worldline Director exercises a function and/or holds a mandate;

Qualitative criteria, i.e. : (i) the duration and continuity of the ● business relationship (seniority of the relationship or impact of potential contract renewals…), (ii) the importance or intensity of the relationship (potential economic dependency), and (iii) the structure of the relationship (Director free of any interest…). G.2.3.3.2 Review of the Directors’ independence During its meeting of 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. In addition, the Board of Directors, during its meeting held on March 19, 2020, assessed Mr. Daniel Schmucki's independence, based on the preliminary work of the Nomination and Remuneration Committee, when taking up his new role as Director. On the basis of this review, the Directors considered as independent were: Mr. Aldo Cardoso, Ms. Mette Kamsvåg, Ms. Danielle Lagarde, Mr. Georges Pauget, Mr. Luc Rémont and Ms. Susan M. Tolson, i.e. 60% of the Board members to be taken into account 1 , in conformity with the AFEP-MEDEF Code recommendations. In particular, the Board, upon recommendation of the Nomination and Remuneration Committee, renewed the qualification of Ms. Danielle Lagarde as independent Director since Atos SE has significantly decreased its participation in Worldline share capital 2 and after noting Ms. Lagarde has again this year shown freedom of judgment enabling her to act and make decisions in complete independence. The Audit Committee and the Social and Environmental Responsibility Committee are both chaired by an independent Director. 5 out of 11 members of the Board of Directors were not considered to be independent, namely, Mr. Gilles Grapinet due to his office as Company Chief Executive Officer and his temporary office as Chairman of the Board of Directors, Ms. Giulia Fitzpatrick, Mr. Lorenz von Hasburg Lothringen and Mr. Daniel Schmucki due to their appointments as Director by SIX Group AG (in addition to the significance of the business relationships between SIX Group AG and Worldline for Mr. Lorenz von Habsburg Lothringen and Mr. Daniel Schmucki who hold functions at the level of SIX Group AG. Ms. Marie-Christine Lebert, Director representing the employees, was not considered as independent due to her quality as employee of the Company (it being specified that as Director representing the employees, pursuant to the recommendations of the AFEP-MEDEF Code, Ms. Lebert is not taken into account in the calculation of the percentage of independent Directors).

G

1 As per the AFEP-MEDEF Code recommendations, Directors representing the employee shareholders and Directors representing the employees are not taken into account when determining the percentage of independent Directors. 2 As of the date of this Universal Registration Document, Atos SE holds 3.82% of Worldline capital share.

377 Universal Registration Document 2019