Worldline - 2020 Universal Registration Document

G

CORPORATE GOVERNANCE AND CAPITAL Corporate Governance

On June 9, 2020, the shareholders of Worldline approved, at the General Meeting, the renewal of the term of office as Director of Mr. Gilles Grapinet, who was then Chairman and Chief Executive Officer, and the appointment as Director of Mr. Bernard Bourigeaud (subject to the completion of the acquisition of Ingenico), remembering that it was planned that the Board decides the appointment of Mr. Bernard Bourigeaud as non-executive Chairman of the Board of Directors of Worldline as expected in the initial agreements with Ingenico when the operation was announced. However, on October 28, 2020 at the closing date of Ingenico’s acquisition, the Board of Directors of Worldline having been informed by Mr. Bernard Bourigeaud that, for personal reasons, he would temporarily be unable to assume the duties of Chairman of the Board of Directors as opposed to what was planned, it was immediately decided by the Board upon recommendation of the Nomination Committee and in accordance with the Board of Directors of Ingenico, to: Defer consideration of such separation until such time as ● the personal constraints currently preventing Mr. Bernard Bourigeaud from assuming this position were lifted, being specified that if this was not the case at the end of the first quarter of 2021, the Board of Directors would then review the management mode of the Company; And therefore confirm Mr. Gilles Grapinet as Chairman of ● the Board and by doing so, the management mode and to maintain the unification of the offices of Chairman of the Board and Chief Executive Officer; and Confirm as needed that Mr. Gilles Grapinet and ● Mr. Marc-Henri Desportes maintain their respective functions of Chief Executive Officer and Deputy Chief Executive Officer of Worldline, both of them for the duration of the Director term of office of Mr. Gilles Grapinet. Then both Ingenico’s and Worldline’s Board of Directors considered that his mode of governance would best take into account the unforeseen circumstances concerning Mr. Bernard Bourigeaud in the interest of Worldline, Ingenico and the combined group, with a view to successfully completing the integration and meeting the strategic challenges of the new combined group in the current context. However, on March 29, 2021, Mr. Bernard Bourigeaud has informed the Board of Directors that the personal constraints which have temporarily prevented him from assuming the duties of Chairman of the Board of Directors were not completely resolved, but that they would be fully resolved shortly so that he will be in a position to assume the Chairmanship of the Board of Directors at the end of the third quarter of 2021. On April 7, 2021, the Board of Directors, upon proposal of the Nomination Committee, decided, with regard to the confirmations provided by Mr. Bernard Bourigeaud to: Defer the review of the separation of the functions of Chief ● Executive Officer until the end of the third quarter of 2021 by mutual agreement with Mr. Bernard Bourigeaud so this latter is able to assume the duties as Chairman of the Board of Directors;

In the meantime, as needed, confirm:

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The actual management mode of the Company, therefore ● maintaining the unified roles of Chief Executive Officer, The respective mandates of Mr. Gilles Grapinet as Chief ● Executive Officer and Mr. Marc-Henri Desportes as Deputy Chief Executive Officer, for a three year period, i.e until the end of the Annual General Meeting called to rule in 2023 on the annual financial statements for 2022), and The mandate of Mr. Georges Pauget, as Lead Director, ● for the duration of its term of office, or expiring at the end of the Annual General Meeting called to rule in 2022 on the annual financial statements for 2021; Confirm its intent, in line with the spirit that as animated ● the completion of the initial agreements between Worldline and Ingenico at the announcement of the acquisition, to appoint Mr. Bernard Bourigeaud as Chairman at the end of the third quarter of 2021, date on which Mr. Bernard Bourigeaud confirmed that he will be able to assume this function; and Determine, upon proposal of the Remuneration Committee, ● setting the compensation of the Chairman of the Board of Directors in anticipation of the proposed appointment of Mr. Bernard Bourigeaud as Chairman as presented in Section G.3.1.2 of this Universal Registration Document. The Board, upon proposal of the Nomination Committee, believes that it is the best interest of Worldline to implement the governance as it was planned at the announcement of the acquisition despite the additional delays due to the imponderables constraints affecting Mr. Bernard Bourigeaud. In this respect, it is reminded that the proposition of separation of functions of Chief Executive Officer and Chairman as part of the acquisition of Ingenico should have resulted from the nomination of Mr. Bernard Bourigeaud as Chairman, in particular considering his profile, who have held strong functions with high responsibility, notably as Chairman of the Board of Directors of Ingenico and with extensive and long-standing experience in the IT and payments sectors. The Board has in fact considered that, in between, the stability and the serenity of the governance are essential, in particular in the current situation and considering the strategy of the Company and that this management mode is the better able to take into consideration the unforeseen circumstances concerning Mr. Bernard Bourigeaud for the benefit of the combined group. It was thus decided to maintain temporaly the actual governance mode, with Mr. Gilles Grapinet continuing to assume for the time being the functions of Chairman of the Board of Directors in addition to his duties of Chief Executive Officer, in order to ensure a seamless transition after the completion of the acquisition of Ingenico and ensure a strong management. Furthermore, this decision is in line with the perspective of pursuing with success the integration and execution of synergy plans, the necessity to met the strategic challenges of the new group, lead the Company in the difficult and evolutive current context in light of the Covid-19 pandemic and continue the value creation for investors.

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Universal Registration Document 2020