Worldline - 2019 Universal Registration Document

CORPORATE GOVERNANCE AND CAPITAL Corporate Governance

Employee’s participation in the G.2.3.5 Board of Directors In accordance with article L.225-27-1 of the French Commercial Code, the Works Council of the Company designated Ms. Marie-Christine Lebert as Director representing the employees for a period of three years, on May 17, 2019. In accordance with the “Loi Pacte”, the amendment of the bylaws of the Company will be submitted to the 2020 General Meeting so as to provide for the modalities regarding the designation of a second Director representing the employees. A representative of the Works Council, Ms. Julie Noir de Chazournes; Mr Thierry Cottrel - substitute), are invited to attend Board of Directors’ meetings, without voting rights. Directors’ training G.2.3.6 As per the recommendations of the AFEP-MEDEF Code, upon the appointment of a new Director, various training sessions are offered with the main Group executives on the Group’s business, organization and governance. A specific training is also proposed to Directors appointed to the Audit Committee, following their appointment, on the Company’s specific accounting, financial or operational features and the Company’s governance. In addition, in her capacity as Director representing the employees, Ms. Marie-Christine Lebert has received specific training in particular in finance and corporate governance. She was provided with the Company’s corporate documentation (bylaws, Internal Rules of the Board of Directors, Director’s Charter, AFEP-MEDEF Code) and alerted of her obligations arising from stock market regulations applying to Directors of listed companies. Finally, she was informed of training opportunities as provided by law. A specific training on social and environmental responsibility aspects shall be proposed to Directors in connection with the recent setting up of the Social and Environmental Responsibility Committee. Shareholding obligations G.2.3.7 Pursuant to the Internal Rules of the Board of Directors, each Director (except the Directors representing the employees and the Directors representing employee shareholders), as the case may be, must own at least 750 shares of the Company.

Statement regarding the Board of G.2.3.8 Directors and senior management As of the date of this Universal Registration Document, to the Company’s knowledge, there are no family relationships among the members of the Company’s Board of Directors and senior management. To the Company’s knowledge, over the course of the past five years: (i) none of the above persons has been convicted of fraud; (ii) none of the above persons has been associated with a bankruptcy, receivership or liquidation; (iii) no accusations or official public sanctions have been brought against any of the above persons by statutory or regulatory authorities (including designated professional bodies); and (iv) none of the above persons has been disqualified by a court from acting as a member of the administrative, management or supervisory body of any company, or from being involved in the management or performance of the business of any company. To the Company’s knowledge, and subject to the relationships described in Section E.8 Related Party Transactions, as of the date of this Universal Registration Document, there are no potential conflicts of interest between the duties of the members of the Board of Directors and senior management to the Company and their private interests. To the Company’s knowledge, as of the date of this Universal Registration Document, except the SIX Group AG Agreement (see Section G.1.4), there are no agreements or undertakings of any kind with shareholders, clients, suppliers or others pursuant to which any member of the Company’s Board of Directors or senior management has been appointed to such position. As of the date of this Universal Registration Document, the members of the Board of Directors have not agreed to any restriction on their right to transfer shares of the Company, with the exception of rules relating to the prevention of insider trading and the recommendations of the AFEP-MEDEF Code with respect to the obligation to retain shares. To date, all Directors meet the requirement, contained in the Board of Directors’ Internal Rules, of holding at least 750 Company shares each (except the Director representing the employees as per Worldline bylaws and Mr. Schmucki who was appointed on March 19, 2020 and who benefits, as per the Board's Internal Rules, of a 6-month cure period to comply with this requirement). To the Company’s knowledge, there are no service contracts between members of the Company’s Board of Directors and any of its subsidiaries, which provides for the granting of benefits. Potential conflicts of interest G.2.3.9 and agreements

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379 Universal Registration Document 2019