Worldline - 2020 Universal Registration Document

G

CORPORATE GOVERNANCE AND CAPITAL Corporate Governance

Review of the Directors’ independence G.2.3.4.2 Pursuant to article 1 of its Internal Rules and as recommended by the AFEP-MEDEF Code, the qualification as an independent Director is discussed by the Nomination Committee and examined by the Board of Directors annually, on a case-by-case basis, as well as on the occasion of renewal or appointment. Such examination by the Nomination Committee and the Board of Directors took place during the meetings held on December 16, 2020 and December 18, 2020 respectively. During this annual review, the Committee paid particular attention to the independence of Ms. Nazan Somer Özelgin and Ms. Agnès Audier in view of the business relations between Worldline and the companies in which they hold positions (i.e, Unicredit and Boston Consulting Group - BCG - respectively), as well as to the situation of Mr. Bernard Bourigeaud in view of the significant number of Worldline shares held by him and his offices. At the end of its review, the Board of Directors concluded that the business relationships between Worldline and Unicredit (one of the Worldline Group’s banking partners and customers) and BCG (one of the firms providing consulting services to Worldline) were not likely to affect the independence of Ms Nazan Somer Özelgin and Ms Madame Agnès Audier for the following reasons: Regarding Ms Nazan Somer Özelgin: the overall turnover ● achieved in 2020 with UniCredit is less than 1% of the combined Group’s consolidated turnover and represents at this stage a small portion of the turnover achieved by the Group with many other banks; although UniCredit is one of the banks financing the Group, it should be noted that it is part of a group of many banks among which the financing is widely spread; the absence of an executive position of the interested party within UniCredit; Regarding Ms Agnès Audier: although BCG represents ● slightly more than 1% of the combined Group’s annual consolidated expenses in 2020, Ms. Agnès Audier is not involved in the advice provided for the benefit of Worldline, that she was not an employee or partner of BCG, that she only acts for BCG as a Senior Advisor at Boston Consulting Group and that her compensation is not correlated to BCG’s results.

With regard to Mr. Bernard Bourigeaud, the Committee also noted that his level of shareholding (0.02%), although not negligible, was well below 10% and was not such as to call into question his independent status. Although Mr. Thierry Sommelet is appointed by Bpifrance, which is a shareholder of Worldline, it is noted that his level of holding in the Company’s share capital is between 4% and 5%, i.e. well below 10%, so that this element is not such as to call into question his independent status. And thus, the Board noted that: Are independent the following members, as all the ● independence criteria are well respected: Ms. Agnès Audier, Mr. Bernard Bourigeaud, Mr. Aldo Cardoso, Ms. Mette Kamsvåg, Ms. Danielle Lagarde, Ms. Caroline Parot, Mr. Georges Pauget, Mr. Luc Rémont, Ms. Nazan Somer Özelgin, Mr. Thierry Sommelet and Ms. Susan M. Tolson, i.e. 11 out of 17 members, representing a proportion of independent members of 65% much higher than the 50% rate recommended by the AFEP-MEDEF; That could not be considered as independent: Mr. Gilles ● Grapinet, due to his function of Chief Executive Officer of Worldline; Ms. Giulia Fitzpatrick, Mr. Lorenz von H absbugr Lothringen, Mr. Daniel Schmucki, since they were appointed upon the proposal of SIX Group AG (in addition of the significant business relations between SIX Group AG and Worldline for Mr. Lorenz von H absburg Lothringen and Mr. Daniel Schmucki which hold positions within SIX Group AG), and Dr. Michael Stollarz due to the business relations between the Group and Deutscher Sparkassen Verlag GmbH (DSV Group) in which Dr. Michael Stollarz is Chief Executive Officer, Ms. Marie-Christine Lebert, and Mr. Arnaud Lucien, Directors representing the employees.

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Universal Registration Document 2020