Worldline - 2019 Universal Registration Document

G

CORPORATE GOVERNANCE AND CAPITAL Corporate Governance

Works in 2019 The Strategy and Investment Committee did not meet in 2019 (it is reminded that such Committee was created on December 18, 2019). Before such merger, the Strategy and Innovation Committee and the Investment Committee regularly met and reviewed the various on-going strategic projects and acquisition projects (including the acquisition of a minority stake in equensWorldline and the acquisition project of Ingenico Group), the financing strategy and agreements, the new three-year strategic plan and the main aspects of the separation from Atos group as well as other strategic business topics. Responsibility (SER) Committee In order to strengthen the consideration of corporate social responsibility, the Board of Directors decided to create a Committee dedicated to corporate social responsibility issues, in place since December 2019. The Social and Environmental Responsibility Committee is composed of a maximum of five members appointed by the Board of Directors among its members. It shall consist of a majority of independent directors, and its Chairman is appointed from among the independent members upon proposal of the Nomination and Remuneration Committee. The Social and Environmental Responsibility Committee is composed as follows: Danielle Lagarde 1 (Chairman); ● Giulia Fitzpatrick; ● Gilles Grapinet; ● Mette Kamsvåg 1 ; ● Marie-Christine Lebert (Director representing the ● employees). Social and Environmental G.2.5.4 Composition (article 9.3.4 of the Board of Directors’ Internal Rules)

Operating rules (article 9.3.4 of the Board of Directors’ Internal Rules) The Social and Environmental Responsibility Committee’s mission is to prepare and facilitate the work of the Board for the review of: the Group’s social and environmental responsibility (i) strategy; the impacts of the Group’s social and environmental (ii) responsibility strategy and the rollout of the related initiatives; the Group’s practices in respect of responsible (iii) purchasing; the Group’s social and environmental responsibility (iv) commitments in light of the challenges specific to the Group’s business and objectives, in particular in such areas as well being at work, diversity and environment; the evaluation of the risks and opportunities with regard (v) to social and environmental performance; the social and environmental policies taking into account (vi) their impact in terms of economic performance; the annual statement on extra-financial performance; and (vii) the summary of ratings awarded to the Group by rating (viii) agencies and in extrafinancial analysis. Works in 2019 The Social and Environmental Responsibility Committee did not meet in 2019 (it is reminded that such Committee was created on December 18, 2019). The first meeting took place on February 18, 2020 to discuss in particular the annual statement on extra-financial performance included in this Universal Registration Document, the reflection process on the ‘raison d’être’ of the Company, as well as Worldline’s Corporate Social Responsibility initiatives (TRUST 2020).

Assessment of the works of the Board of Directors [GRI 102-28] G.2.6

The Board of Directors’ Internal Rules require the Board of Directors to assess its capacity to meet the expectations of the shareholders by periodically analyzing its composition, organization and its operation, as well as the composition, organization and operation of its Committees. In particular, it must analyze the rules governing the functioning of the Board and its Committees, reflect on the desirable balance in their composition, periodically ask itself whether their organization and functioning are adequate to their tasks, verify that important questions are properly prepared and debated, and measure the effective contribution of each Director to the

work of the Board of Directors and of the Committees in light of such person’s skills and involvement in deliberations. The evaluation has three objectives: To assess the way in which the Board operates; (i) To check that the important issues are suitably prepared (ii) and discussed; To measure the participation and the actual contribution (iii) of each Director to the Board’s work.

1 Independent Director.

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Universal Registration Document 2019