Worldline - 2020 Universal Registration Document

G

CORPORATE GOVERNANCE AND CAPITAL Corporate Governance

Convening and Participation G.1.3.2 in General Shareholders’ Meetings (articles 34, 35 and 28 of the bylaws) Every shareholder has the right to attend Shareholders’ Meetings and to participate in its votes, either personally or by proxy. Every shareholder may be represented by his spouse, by another shareholder, or by his partner under a civil solidarity pact. Moreover, a shareholder may be represented by any other natural person or legal entity of his choice. The representative must show proof of his appointment. Each shareholder’s right to participate in Shareholders’ Meetings is subject to his shares being registered in his name or in the name of the intermediary registered on his behalf in the conditions set forth by law. An owner of bearer shares may participate in the Shareholders’ Meeting only if the approved intermediary holding his account provides a certificate of ownership ( attestation de participation ). Upon decision of the Company’s Board of Directors, shareholders may participate in Shareholders’ Meetings by videoconference or other means of telecommunication, including Internet, in particular through an electronic voting form available on the Company’s website. Shareholders’ rights G.1.3.3 Information relating to shareholders’ rights, in particular, voting rights and preferential rights of subscription attached to the shares are detailed in Section G.5.4.8 of the present Universal Registration Document.

Financial Statements (articles 37, G.1.3.4 38 and 39 of the bylaws) Legal Reserve Five percent of each fiscal year’s profit, after deduction of losses carried forward from previous years, if any, is allocated to a legal reserve fund whenever the amount in such fund is less than 10% of the share capital. Distribution of dividends The General Shareholders’ Meeting votes on the payment of dividends in accordance with articles L. 232-12 to L. 232-18 of the French Commercial Code. The General Shareholders’ Meeting may give shareholders the option to receive payment in cash or in new shares of the Company, pursuant to legal conditions. The General Shareholders’ Meeting may also decide, upon the proposal of the Board of Directors, to distribute any profit or reserves in kind in the form of assets or securities. In the event of the distribution of securities that are not listed on a regulated market or traded on an organized multilateral trading facility, or whose admission to such a market or trading facility will not occur in connection with such distribution, the shareholders have the right to choose between payment in cash and the delivery of such securities.

Corporate Governance [GRI 102-10] [GRI 102-18] G.2 [GRI 102-22] [GRI 102-24] and [GRI 102-26]

This report has been drawn up with the contribution of the Corporate Officers, various aspects of the practices of the Nomination and Remuneration Committees. It contains, in Company’s administrative and management bodies and factors particular, information relating to the compensation of likely to have an impact in the event of a public offering.

Compliance with the AFEP-MEDEF Code – Frame of reference G.2.1 on corporate governance

The Company refers to the AFEP-MEDEF Code, (the “AFEP-MEDEF Code”) which was revised in January 2020, in particular in connection with the preparation of the Board of Directors’ report on corporate governance. The AFEP-MEDEF Code is available in the Governance section of the AFEP and MEDEF websites: www.afep.com and www.medef.com.

In the context of the “Comply or explain” rule stipulated in article L. 22-10-10 (previously article L. 225-37-4) of the French Commercial Code and article 27.1 of the AFEP-MEDEF Code, and as a result of the Board’s annual assessment performed on April 7, 2021 on the implementation by the Company of governance principles, the Company believes that its practices comply with the recommendations of the AFEP-MEDEF Code, with the exception of the following recommendation:

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Universal Registration Document 2020