Worldline - 2020 Universal Registration Document

CORPORATE GOVERNANCE AND CAPITAL Legal Information

Main Provisions of the bylaws G.1.3

The Company’s bylaws were prepared in accordance with the laws and regulations applicable to French limited liability corporations ( sociétés anonymes ) with a Board of Directors. Below are the main provisions of the Company’s bylaws which are entirely available on Worldline’s website, section “Investors” and “Governance”.

Chief Executive Officers, but vis-à-vis third parties, the Deputy Chief Executive Officer has the same powers as the Chief Executive Officer. Convening and Holding of Board of Directors’ Meetings (article 18 of the bylaws) The Board of Directors meets as often as necessary in the Company’s interest, but at least every three months. The Chairman convenes these meetings. If the Board of Directors has not met in more than two months, at least one-third of its members may request that the Chairman convene it to discuss a particular agenda. The Chief Executive Officer may also request that the Chairman convene the Board of Directors to discuss a particular agenda. Decisions are taken by a majority of members present or represented. In the event of a tie, the vote of the Chairman of the Board of Directors prevails. Board of Directors sets the orientations of the Company’s business and monitors their implementation, in accordance with its corporate interest, by taking account of the social and environmental issues related to its business. With the exception of powers expressly assigned to General Meetings of shareholders and within the limits of the Company’s purpose, it handles all matters involving the proper functioning of the Company and settles matters through its deliberations. The Board of Directors determines the limits to the Chief Executive Officer and Deputy Chief Executive Officer’s authority, as the case may be, pursuant to its internal rules, by establishing the transactions for which Board authorization is required. Any agreement entered into either directly or through an intermediary party by the Company and its Chief Executive Officer, any Deputy Chief Executive Officer, any Director, any shareholder holding more than 10% of the Company’s voting rights or, in the case of shares held by a company, its controlling Company within the meaning of article L. 233-3 of the French Commercial Code is subject to the procedure provided for in articles L. 225-38 to L. 225-43 of the French Commercial Code. Powers of the Board of Directors (article 17 of the bylaws) Related-Party Agreements (article 25 of the bylaws)

Governance, related party G.1.3.1 agreements [GRI 102-52]

Members of the Board of Directors (articles 13, 14 and 15 of the bylaws)

The Company is governed by a Board of Directors composed of at least three members and at most eighteen members elected by the Ordinary Shareholders’ Meeting. The Board of Directors is renewed each year on a rolling basis, such that one-third of the members are renewed each year. Directors are usually appointed for a three-year term. Employee Director(s)’ term of office is three years, renewable once. A maximum of one-third of the members of the Board of Directors may be more than 70 years old. Chairman (articles 19 and 21 of the bylaws) The Board of Directors elects a Chairman from among the members who are natural persons. The age limit for the exercising of the function of Chairman of the Board of Directors is set at 79. He organizes and manages its work, and reports on such work to the Shareholders’ Meeting. He oversees the proper functioning of the Company’s governing bodies and ensures, in particular, that the Directors are able to carry out their duties. In case of a tie vote, she shall cast the deciding vote. Chief Executive Officer (article 23 of the bylaws) At the option of the Board of Directors, the Company may be managed either by the Chairman or by a person appointed by the Board of Directors and given the title of Chief Executive Officer (CEO). The Chief Executive Officer is granted the broadest powers to act in all circumstances in the Company’s name. He exercises these powers within the limits of the Company’s purpose and subject to the powers that the law and the bylaws grant expressly to the Shareholders’ Meeting or the Board of Directors. The Chief Executive Officer represents the Company in its relations with third parties.

G

Compensation of Directors (article 20 of the bylaws)

Deputy Chief Executive Officers (article 24 of the bylaws)

Members of the Board of Directors may receive compensation for their office, the aggregate amount of which is set by the Shareholders’ Meeting and allocated freely by the Board of Directors among its members. The Board of Directors may grant an additional compensation to those Directors serving on Committees or having specific function or duty.

Based on a proposal of the Chief Executive Officer, the Board of Directors can appoint up to three individuals who will have the title of Deputy Chief Executive Officer, to assist the Chief Executive Officer. The Board of Directors determines the extent and the duration of the powers granted to the Deputy

Universal Registration Document 2020

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