Worldline - 2019 Universal Registration Document

CORPORATE GOVERNANCE AND CAPITAL Corporate Governance

Operation of the Committees of the Board of Directors G.2.5 [GRI 102-37]

Pursuant to article 17 of the Company’s bylaws as adopted at the Company’s Combined Shareholders’ Meeting on April 30, 2019, the Company’s Board of Directors may create Committees charged with examining questions submitted to it by the Board or its Chairman. Two of the Company’s Board of Directors’ Committees were put in place on the listing date of the Company’s shares on Euronext Paris: an Audit Committee and a Nomination and Remuneration Committee. Also, a third Committee was created by decision of the Board of Directors on December 12, 2016: the Investment Committee; and a fourth Committee was created by decision of the Board of Directors on November 30, 2018: the Strategy and Innovation Committee. For more efficiency and given the strategic nature of the main investments, the Strategy and Innovation Committee was merged with the Investment Committee by decision of the Board of Directors on December 18, 2019 upon recommendation of the Nomination and Remuneration Committee. On the same day, the Board of Directors created a Social and Environmental Responsibility Committee. The powers of these Committees are governed by the Internal Rules of the Board of Directors. The Committees are solely advisory in preparing the works of the Board which is the only decision-making and liable body. They report to the Board of Directors. Their recommendations are discussed at length during the meetings of the Board of Directors, where applicable, on the basis of the documentation generated by the Committees. The composition, responsibilities and powers, and procedural rules of these Committees are described below. Mission (article 9.3.2 of the Internal Rules of the Board of Directors) The Audit Committee’s mission is to prepare and facilitate the work of the Board of Directors within its relevant fields of competence, as set forth in the Internal Rules of the Board of Directors. It assists the Board of Directors in analysing the accuracy and sincerity of the Company’s corporate and consolidated financial statements and oversees the quality of internal controls and of the information disclosed to shareholders and the markets. The Audit Committee may provide the Board with all opinion or recommendation within the areas described below. In addition, and as set forth by law, the Board has established a procedure for assessing related-party agreements. A description of such procedure is in Section G.2.3.10 of this Universal Registration Document which involves, as the case may be, the Chairman of the Audit Committee. Also, the Audit Committee has established a charter concerning the approval process of services other than the certification of annual accounts. The Audit Committee G.2.5.1

The Audit Committee receives from the Board of Directors the following assignments: With respect to the financial statements and to specific projects: To monitor the process of preparing financial information ● and, as the case may be, issue recommendations to guarantee its integrity; To proceed with a prior examination and give its opinion on ● the draft annual, half yearly and, where applicable, quarterly statutory and consolidated accounts of Worldline prepared by the Finance department; To assess the relevance and the permanence of the ● accounting principles and rules; To be presented with the evolution of the perimeter of ● consolidated companies; To meet, whenever it deems necessary, with the statutory ● auditors, the general management, the financial and accounting management, the internal audit management or any other member of the management; these hearings may take place, when appropriate, without the presence of the members of the general management; To examine the financial documentation distributed by the ● Company upon approval of the annual accounts, as well as the important financial documents and press releases; To examine material external growth operations and their ● financing as the case may be; To report on the results of the financial statements ● certification, on the way this mission contributed to the integrity of the financial information and about the role that the Committee played in the process. With respect to the external control of the Company: To examine questions relating to the appointment or ● renewal of the Company’s statutory auditors; To monitor the conduct of the assignment entrusted to the ● statutory auditors; To approve the provision of services by the statutory ● auditors or by their network members for the benefit of the Company or its subsidiaries, other than the certification of accounts and the services required from the statutory auditors by the law. The Committee bases its recommendations on the analysis of the risk to the independence of the statutory auditor(s) and on the safeguard measures applied by them; To ensure that the statutory auditors act in compliance ● with their duty of independence. With respect to internal control and monitoring the Company’s risks: To evaluate, together with Group-level management, the ● efficiency and the quality of the Group’s internal control systems and procedures, to examine the significant off-balance sheet risks and undertakings, and to meet with the head of Internal Audit, to give its opinion as to the organization of the Internal Audit department, and to be informed of its planned work. The Audit Committee will

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385 Universal Registration Document 2019