Worldline - 2020 Universal Registration Document

G

CORPORATE GOVERNANCE AND CAPITAL Corporate Governance

Diversity Policy at Board level G.2.3.2 The Board of Directors held on December 18, 2020 has, upon recommendation of the Nomination Committee, approved the diversity policy applicable at Board level. This policy is reflected in the diversity of Board members, who complement one another in their range of skills, experience,

training, age, independence and nationalities. In 2020, the Board of Directors welcomed eight new Directors, who enriched the Board’s range of experience and strengthened its international dimension 1 .

The diversity policy used by the Board for the selection of its members, the objectives it set, the procedures applied and the outcomes are described below:

Criteria

Objectives

Implementation and outcomes

Independence of the Board of Directors

Comply with the recommendations of the AFEP-MEDEF Code on the independence of the Board

During its meeting of December 18, 2020, the Board of Directors, relying on the preliminary work of the Nomination Committee, assessed the Board members’ independence based on the criteria set out by the AFEP-MEDEF Code. As of the date of this Universal Registration Document, the Board is composed of 11 independent Directors out of the total 17 members of the Board of Directors 1 , representing an independence rate of 65% (see Section G.2.3.4 Directors’ independence). As of the date of this document, 7 out of 17 members of the Board of Directors to be taken into account 2 are women, i.e. 41% of the members, thus observing the threshold of 40% of each gender Directors set out by law. The Board of Directors considered that the current ratio is satisfactory and aims at upholding it above the 40% minimum threshold required by law in the view of upcoming renewals and appointments. The Board of Directors includes members between 49 and 77 with an average age of 58,6 3 . The Board considered that current age average is satisfactory and aims to maintain this level. The Board has 2 Directors representing the employees in compliance with the bylaws and the legal provisions. The Board of Directors comprises 7 foreign Directors, representing, 41% of its composition. This composition of the Board is in line with the geographical footprint of Worldline and reflects the European leadership of Worldline. The Board therefore considered that the current ratio is satisfactory and aims at upholding it in line with the Group’s identity. The Board acknowledged that Directors have extensive professional experience in various industries on high profile positions and are serving or have served as Directors or Corporate Officers in other French or non-French companies, some of which are listed on the stock exchange. The Board also acknowledged that the diversity of skills is well reflected in the variety of profiles of Board members who have different experiences and trainings: payment services, engineering, banking, finance, gouvernance, corporate social responsibility (CSR), education, management skills, etc. In 2020, newly appointed Directors in the context of the

Gender equality of the Board of Directors

Comply with legal provisions on gender equality, which require a minimum percentage of 40% of each gender (article L. 22-10-3, previously L. 225-18-1 of the French Commercial Code) No more than a third of Board members may be over 70 yea rs of age, in accordance with the relevant legal provisions (article 14 of the Company’s bylaws)

Age of Board members

Employee representation on the Board

Comply with legal provisions and bylaws (article 16 of the Company’s bylaws)

Directors’ nationality

To be in line with the geographical footprint of Worldline and reflects the leadership of Worldline

Complementarity of backgrounds in terms of expertise and experience

Include members with technical abilities from a variety of realms of expertise and experience

acquisition of Ingenico have enriched the Board with expertise notably in IT services, technology, mediaand t elecom services sectors. Consequently, the Board considered that the current diversity of skills is satisfactory and aims at upholding current diversity and complementarity. As per the AFEP-MEDEF Code recommendations, Directors representing the employees are not taken into account when determining the percentage 1 of independent Directors. As per article L. 22-10-7 (previously article L. 225-27-1) of the French Commercial Code, Directors representing the employees are not taken into account 2 when determining the gender diversity ratio. this average age does not take into account of the Directors representing the employees. 3.

1 Neither the censors nor the Directors representing the employees are considered for the purpose of defining the objectives of the diversity policy.

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Universal Registration Document 2020