Worldline - 2019 Universal Registration Document

CORPORATE GOVERNANCE AND CAPITAL Corporate Governance

Strategy and Investment G.2.5.3 Committee

Review of updates in connection with new requirements ● introduced by the “Loi Pacte”, in particular closure of the defined benefits pension scheme benefiting the Chief Executive Officer and freeze of the rights acquired by him; Preparation of the “say on pay” vote on the Senior ● Executive Officers’ compensation, review of the criteria set for their compensation and of the terms and conditions of presentation of such compensation to the shareholders; Proposal for the modification of the Directors’ ● compensation; Proposals regarding the setting up of a performance shares ● allocation plan and a stock-options plan in favor of the Group employees and the Senior Executive Officers; Proposals regarding the confirmation of the achievement ● of performance conditions, including the achievement of CSR performance conditions, and the setting of 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; ● Proposals regarding the composition of the Board of ● Directors and its Committees as well as renewal of Directors at the 2019 Annual General Meeting (renewals of Ms Morgenstern, Ms Tolson and Mr. Rémont and appointment of Ms Kamsvåg, Mr. Pauget and Mr. von Habsburg); Proposals in connection with the modification of the ● governance structure in particular following Atos’ reduction of its shareholding within the Company and the resignation of Mr. Thierry Breton as Chairman, including by considering the temporary combination of the offices of Chairman of the Board of Directors and of Chief Executive Officer as well as the nomination of new Directors and Censors of the Board of Directors; Proposals regarding the total amount of Directors’ fees ● envelope proposed to the 2019 Annual General Meeting and the terms and conditions of allocation of the said Directors’ fees; Proposals in connection with the review of the ● independence of Board members; Diversity policy at Board of Directors level; ● Succession plan for Senior Executive Officers. ●

The Strategy and Investment Committee was created by decision of the Board of Directors on December 18, 2019 by merger of the Strategy and Innovation Committee with the Investment Committee.

Composition (article 9.3.3 of the Board of Directors’ Internal Rules)

The Strategy and Investment Committee, is composed of a maximum of six members, appointed by the Board of Directors among its members. The term of office of the members of the Strategy and Investment Committee is the same as their term as members of the Board of Directors. They can, however, resign during any meeting of the Board of Directors without cause or notice. The term of their office can be renewed. The Board of Directors may terminate their office ad nutum , without cause. The Strategy and Investment Committee is composed as follows: Daniel Schmucki (Chairman); ● Giulia Fitzpatrick; ● Lorenz von Habsburg Lothringen; ● Gilles Grapinet; ● Aldo Cardoso 1 ; ● Luc Rémont 1 . ● The Chairman of the Strategy and Investment Committee is appointed by the Board of Directors upon proposal of the Nomination and Remuneration Committee. Operating rules (article 9.3.3 of the Board of Directors’ Internal Rules) The Strategy and Investment Committee’s mission is to prepare the work and facilitate the decision process of the Board for the review of: the main external growth projects carried out by the ● Company; the corporate strategy, topics relating to the evolution, ● prospects and opportunities of the payments sector, notably in connection with innovations and disruptive technologies; and other relevant topics not falling within the scope of the ● responsibility of the Audit Committee, the Nomination and Remuneration Committee or the Social and Environmental Responsibility Committee as defined in the Internal Rules of the Board of Directors.

G

1 Independent Director.

389 Universal Registration Document 2019