Worldline - 2019 Universal Registration Document

CORPORATE GOVERNANCE AND CAPITAL Corporate Governance

For that purpose, the Internal Rules provide that, once a year, the Board of Directors shall devote one item on its agenda to the discussion of its operation and inform the shareholders each year, in the Universal Registration Document, of the conduct of these assessments and the subsequent follow up. Applying the highest standards of corporate governance, a formal assessment of the work of the Board of Directors is conducted on an annual basis. Up until 2019, this assessment was conducted under the direction of the Nomination and Remuneration Committee and the supervision of the Secretary of the Board of Directors. As from 2020, such assessment will be conducted under the supervision of the Lead Director appointed on March 19, 2020. This assessment may be performed with the assistance, if necessary, of an external consultant. The formalized assessment carried out on the works of the Board and its Committees during the 2019 fiscal year, allowed to deepen the appreciation of the works achieved at the Board level as well as in the Committees, as to the conditions in which meetings are prepared and in particular at the Committee’s level (the latter also being subject to an assessment). The assessment was carried out pursuant to the following procedure: Under the direction of the Nomination and Remuneration ● Committee and with the Group Secretary, each Director answers a questionnaire which he or she is individually provided, with the possibility of individual interviews with key management personnel. The questionnaire addresses such topics as: The suitability of the Board and Committees composition ● with respect, in particular to age, gender, nationality, experience; The suitability of the agenda and information provided in ● that respect, as well as of the time devoted to specific subjects; The suitability of the means provided to the Committees ● to carry out their mission; The quality of the recommendations from the ● Committees; The quality of the minutes of meetings, ● The documents/information the Directors wish to be ● addressed/provided; The suitability of the information provided in particular ● with respect to diversity and non discrimination; The actual contribution of the Directors to the works of ● the Board; The suitability of the debates regarding the important ● topics; The improvements to be made. ● At the end of these works, an item was put on the agenda ● of the Board of Directors’ meeting of December 18, 2019 in order to report on the outcome of this assessment and consider the improvements to retain.

Generally speaking, for all the questions asked, the Directors gave a positive assessment of all the points of the questionnaire, both in terms of the functioning of the Board and its Committees, generally underlying the high quality of the documentation, debates and works. Overall, for all questions asked, the situation is considered very satisfactory in 73% of cases and in progress with still room for improvement in the remaining cases. More specifically, the following points emerged from the Secretary's analysis, and were shared and discussed with all the Directors: The Directors were fully satisfied with the diversity of the ● Board’s composition, with a higher diversity of nationality and proportion of women at the end of 2019 (5/11 1 , i.e. 45% of Board members). The majority of Directors also considered that the diversity of skills was appropriate at the Board level, enriched in 2019 with more expertise in banking, finance and payment services sectors; Directors confirmed that the material topics were ● adequately prepared and discussed. The high quality of the preparation of the works of the ● Board, the documentation and the presentations was highlighted. In terms of room for improvement, several Directors ● indicated that they would appreciate further improvements regarding the timing for transmission of documents while recognizing the improvements already made this year despite the important corporate activity. While most of the Directors recognize that they receive regular information on the main developments regarding the Company and its environment, several Directors would appreciate receiving even more press reviews and competitive developments. The creation of a Social and Environmental Responsibility ● Committee in order to stick with the highest corporate governance standards is very warmly welcomed by the Directors. This Committee will assist the Board in following closely the key corporate social responsibility topics. The Board and its Committees devote an increasing ● amount of time to supervise topics such as compliance, risks and security and human resources (e.g. results of Great Place to Work). For instance, following the suggestion of several Directors to allocate more time on cyber security, a dedicated meeting of the Audit Committee held on November 28, 2019 covered this topic and the main conclusions were reported to the Board of Directors. This trend is to increase in the near future. The Directors considered that the effective contribution of ● the Directors was globally satisfactory and of high quality.

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1 In accordance with Article L. 225-27-1 of the French Commercial Code, the Directors representing the employees are not taken into account in the gender equity ratio.

391 Universal Registration Document 2019