Worldline - 2020 Universal Registration Document

CORPORATE GOVERNANCE AND CAPITAL Corporate Governance

Executive Committee G.2.2.2 The Chief Executive Officer and the Deputy Chief Executive Officer are assisted in their duties by an Executive Committee composed of the Group’s Chief Operating Officers and support function managers, presented in Section A.5.5 of this 2020 Universal Registration Document.

Finally, Mr. Marc-Henri Desportes is the Deputy Chief Executive Officer since August 1, 2018. In his functions, Mr. Marc-Henri Desportes assists the Chief Executive Officer and supervises the operational activities (operations, business lines, sales & marketing, transformation & PMO), allowing the Chief Executive Officer to focus on the strategic development of the Company, including new acquisitions and partnerships with banks as well as the representation of the Group’s interests in the major cooperation instances between the actors of the payments ecosystem such as, for example, the European Payment Initiative (EPI). Balance in the distribution of powers The Board of Directors has considered that the governance balance was guaranteed in particular by the presence of an independent Lead Director, the particularly high proportion of independent Directors on the Board of Directors and the limitations imposed on the Chief Executive Officer and as described below. This governance structure, governed by the Internal Rules of the Board, provides the necessary guarantees of compliance with best governance practices, in particular, with regard to the unification of the functions. Powers of the Lead Director The Lead Director has enhanced powers with expanded duties and responsibilities, in particular with regard to setting the agenda of the Board of Directors’ meetings and facilitating the dialogue with the shareholders (see hereinafter the section on the Lead Director). Independence and powers of the Board and the Committees The composition of the Board of Directors and the diversity policy applicable to the composition of the Board contribute to the balance of powers, in particular thanks to the high proportion of independent Directors (65%), enabling the Board to fully exercise its control functions. The Committees are all chaired by independent Directors, with the exception of the Strategy and Investment Committee. Limitations of powers of the Chief Executive Officer The Chief Executive Officer has the broadest powers to act in all circumstances in the name of the Company, within the limits of the corporate purpose and subject to the powers expressly granted by the law to the shareholders’ meetings and to the Board of Directors. The Board of Directors’ Internal Rules provide for limitations on powers that go beyond the legal requirements, beyond which any decision must be subject to prior authorization by the Board of Directors (see paragraph hereinafter). Thus, the Board of Directors must approve strategic investment projects and any significant transaction.

Limits to the powers of the Chief G.2.2.3 Executive Officer and of the

Deputy Chief Executive Officer (article 3.2 of the internal rules of the Board of Directors)

The Chief Executive Officer and the Deputy Chief Executive Officer must submit the following decisions to the prior approval of the Board of Directors: Purchase or sale of shareholdings exceeding € 50 million; ● Purchase or sale of assets exceeding € 50 million; ● Purchase of assets or shareholdings beyond the Group’s ● usual activities exceeding € 50 million; Purchase or sale of real estate assets exceeding ● € 25 million; Strategic alliances or partnerships exceeding € 50 million ● or which could have a structural impact for the Group; Parental company guarantees exceeding the limit of the ● delegation granted to the Chief Executive Officer; Entry of a third party as a shareholder of a material ● subsidiary of the Group; Financing and borrowing in excess of € 100 million; and ● Any material transaction not within the scope of the ● current activities or the defined strategy (either exceeding € 25 million or deemed material to the Group). Gender diversity policy on the G.2.2.4 management bodies (Executive Committee and 10% of the people with the highest responsibilities) During the 2020 year, the Board ensured that the management implemented a policy of non-discrimination and diversity, particularly in terms of gender diversity within the management bodies. The Group’s policy and strategy on these topics are detailed in Section D.3 of this Universal Registration Document.

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