Worldline - 2019 Universal Registration Document

CORPORATE GOVERNANCE AND CAPITAL Evolution of capital and stock performance

Agreements Likely to Lead to G.5.6.9 a Change in Control

under performance shares plans, share purchase plans or stock-option plans. As at December 31, 2019, the Company owned 368,877 remaining treasury stocks, which amounted to 0.2% of the share capital. At an average price of 46.60 euros, the gross amount of the portfolio is valued in Worldline’s SA 2019 financial statements at € 17,291,255.26. For information, Worldline share price was € 63.15 as at December 31st, 2019. Liquidity contract Worldline and Rothschild Martin Maurel entered into a new liquidity contract on June 28, 2019. This new contract has been concluded following changes to the regulation applicable to liquidity contracts and is compliant with the AMF decision n° 2018-01 dated July 2, 2018 (the “AMF Decision”), effective since January 1, 2019. The trading platform on which trades under the liquidity contract are made is Euronext Paris. The liquidity contract may be terminated at any time and without notice by Worldline or by Rothschild Martin Maurel, subject to a one-month prior notice.

To the Company’s knowledge, there is no other agreement capable of having a material effect, in case of public offer on the share capital of the Company.

Treasury stock and Liquidity G.5.6.10 contract Treasury Stock In 2018, the Company proceeded to the purchase of 930,000 shares at the average price of € 48.268, as part of a mandate given to an independent Financial Services provider as announced by the Group on August 3, 2018. These shares were purchased in the context of a share buyback program. They were assigned to the allocation of shares to employees or corporate officers of the Company or its group, and correspond to the hedging of its undertakings

The transactions carried out in 2019 under the liquidity contract are as follows:

Cumulated purchases

Cumulated sales

Cumulated gross flows as at December 31, 2019

Number of Shares

511,838

511,838

Average Sale/Purchase price (in €) Total Amount of Purchases/Sales (in €)

56.78

56.94

29,064,207

29,141,962

Legal Framework The 21 th resolution of the Combined General Meeting of April 30, 2019, renewed in favor of the Board of Directors, the authorization to trade in the Group’s shares, in connection with the implementation of a share buyback program. The number of shares purchased may not exceed 10% of the share capital of the Company, at any moment in time, such percentage applying to a capital adjusted in accordance with the operations which shall have an effect on the share capital subsequently to the General Meeting, it being specified that in the case of shares purchased within a liquidity contract, the number of shares taken into account to determine the 10% limit shall correspond to the number of shares purchased from which shall be deducted the number of shares resold during the duration of the authorization. These purchases may be carried out by virtue of any allocation permitted by law, with the aims of this share buyback program being: To keep them and subsequently use them for payment or ● exchange in the context of possible external growth operations, it being specified that the maximum amount of shares acquired by the Company in this context shall not exceed 5% of the share capital; To ensure liquidity and an active market of the Company’s ● shares through an investment service provider acting independently in the context of a liquidity contract, in accordance with the professional conduct charter accepted by the Autorité des marchés financiers (French Financial Market Authority);

To attribute or sell these shares to the Corporate Officers ● or to the employees of the Company and/or to the current or future affiliated companies, under the conditions and according to the terms set or accepted by applicable legal and regulatory provisions in particular in connection with (i) profit-sharing plans, (ii) the share purchase option regime laid down under articles L. 225-177 et seq. of the Commercial Code, and (iii) free awards of shares in particular under the framework set by articles L. 225-197-1 et seq. of the Commercial Code and (iv) French and foreign law shareholding plans, in particular in the context of a company savings plan, as well as to carry out all hedging operations relating to these operations, under the terms and conditions set by market authorities and at such times as the Board of Directors or the person acting upon its delegation so decides; To remit the shares acquired upon the exercise of rights ● attached to securities giving the right, whether immediate or deferred, by reimbursement, conversion, exchange, presentation of a warrant or any other way, to the attribution of shares of the Company, as well as to carry out all hedging operations relating to the issuance of such securities, under the conditions set by market authorities and at such times as the Board of Directors or the person acting upon its delegation so decides; or To cancel them as a whole or in part through a reduction of ● the share capital pursuant to the 22 nd  resolution of the Combined General Meeting held on April 30, 2019.

G

447 Universal Registration Document 2019