Worldline - 2019 Universal Registration Document

G

CORPORATE GOVERNANCE AND CAPITAL Corporate Governance

Review of and closure of the consolidated half-year and ● yearly financial statements; Review of financial presentations and press releases; ● Review and approval of parent company guarantees; ● Review and approval of the Group’s financing strategy; ● As far as strategic projects and operations are concerned Approval of the Company's new 3-year strategic plan; ● Review of the Group’s strategic trends; ● Review of the acquisition of equensWorldline’s minority ● shareholdings; Review of external growth operations and, in particular, the ● contemplated acquisition of Ingenico Group; Review and approval of the Group’s financing strategy ● such as the issuance of bonds, OCEANEs and bridge loan; Review of compliance topics and, in particular, compliance ● organization as well as anti-bribery and anti-corruption internal policies; Review of the credit rating of the Group; ● Review of the operations and activities in the context of ● the separation from the Atos group. As far as compensation is concerned Setting the compensation applicable to Senior Executive ● Officers; Review of the conformity of the Senior Executive Officers’ ● compensation with the recommendations of the AFEP-MEDEF Code; Confirming the results for the Chief Executive Officer's ● variable compensation related to H2 2018 and H1 2019 and setting the objectives of the Deputy Chief Executive Officer's compensation for his variable part for H2 2019; Setting the targets of the performance conditions for 2019 ● applicable to the defined benefits pension scheme benefiting the Chief Executive Officer; Approving the closure of the defined benefits pension ● scheme benefiting the Chief Executive Officer and freezeo on the rights acquired by him in conformity with the new requirements introduced by the " Loi Pact e"; Review of the resolutions to be submitted to the Annual ● General Meeting on the say on pay “ex post” and “ex ante” in relation to the compensation of the Senior Executive Officers as per the recommendations of the AFEP-MEDEF Code; Setting up of a performance shares allocation plan and of a ● stock-options plan in favor of Group employees and the Senior Executive Officers;

Confirming achievement of performance conditions, ● including the achievement of the CSR performance conditions, and setting new annual objectives for the same in connection with on-going performance shares and stock-options plans; Review of a project of employee stock ownership plan; and ● Approving the modified structure of Directors' ● compensation. As far as governance is concerned Convening the Annual General Meeting, reviewing and ● approving the Board of Directors’ report to the Annual General Meeting; Amendment of the Internal Rules of the Board of Directors ● further to the modification of the governance structure and the entry into force of new pieces of legislation; Review and approval of the Board of Directors' report on ● Corporate Governance; Review of the 2018 Registration Document; ● Review of the operation of the corporate bodies and ● corporate governance (in particular, confirmation of the composition of the Committees on April 30, 2019 in the context of the renewal of the terms of office of several Directors, the appointment of Mr. Georges Pauget and Ms. Mette Kamsvåg as independent Directors and the resignations of Dr. Romeo Lacher, Ms. Sophie Proust, and of Mr. Thierry Breton), renewal of certain delegation of powers of the Chief Executive Officer, proposition of renewal of Directors, assessment of the Board’s work, review of the independence of Directors, conformity review of the Company’s practices with the AFEP-MEDEF Code recommendations, annual review of related parties agreement authorized during previous financial years, allocation of Directors’ compensation; Modifying the governance structure by unifying the offices ● of the Chairman and Chief Executive Officer after the resignation of the former Chairman of the Board of Directors; Creation of the Strategy and Investment Committee by ● way of merger of the Strategy and Innovation Committee with the Investment Committee; Creation of a Social and Environmental Responsibility ● Committee; Discussions related to a succession plan of the Senior ● Executive Officers; Review of the diversity policy applicable at Board and ● Committees level; Review of the Great Place to Work survey; and ● Review of Worldline Corporate Social Responsibility ● initiatives (TRUST 2020). The Board regularly heard the Statutory Auditors’ reports as well as the works of the permanent Committees of the Board of Directors: the Audit Committee, the Nomination and Remuneration Committee, the Strategy and Investment Committee and the Social and Environmental Responsibility Committee.

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Universal Registration Document 2019