Worldline - 2020 Universal Registration Document

CORPORATE GOVERNANCE AND CAPITAL Corporate Governance

The detailed assessment of the Directors’ independence based on the above-mentioned criteria is reproduced in the below table:

Criteria 1

Gilles Arditti

Agnès Audier

Bernard Bourigeaud

Aldo Cardoso

Giulia Fitzpatrick

Gilles Grapinet

Lorenz von Habsburg

Mette Kamsvag

Danielle Lagarde

Marie-Christine Lebert Arnaud Lucien

Caroline Parot

Georges Pauget

Luc Rémont

Daniel Schmucki

Nazan Somer Özelgin

Thierry Sommelet

Dr Michael Stollarz

Susan M. Tolson

Criterion 1: Employee or corporate officer within the past 5 years Criterion 2: Cross-directorships

✔

✔ ✔ ✔ ✔ ✖ ✔ ✔ ✔

✖ ✖ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔

✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔

Criterion 3: Significant business relationships Criterion 4: Family ties Criterion 5: Auditor

✖ ✔ ✔ ✔ ✔ ✔ ✖ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✖ ✔ ✔ ✖ ✔

✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔

✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔

Criterion 6: Period of office exceeding 12 years Criterion 7: Status of non-executive officer Criterion 8: Status of the major shareholder Independent

✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔

✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔

✔ ✔ ✔ ✔ ✖ ✔ ✖ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✖ ✔ ✔ ✔ ✔

✖ ✔ ✔ ✔ ✖ ✖ ✖ ✔ ✔ ✖ ✖ ✔ ✔ ✔ ✖ ✔ ✔ ✖ ✔

In this table, ✔ represents an independence criterion that is satisfied and ✖ represents an independance criterion that is not satisfied. 1 Since the exceptional distribution in kind of 23.5% of Worldline share capital by Atos SE to its shareholders, Atos SE does no longer qualify as parent company. 2 Gilles Arditti (member of the Board of Directors initially appointed upon proposal of Atos SE in 2014 but having resigned following Atos SE’s reduced participation 3 in the Company’s share capital) has been appointed as Director in his own name by the General Meeting of June 9, 2020. Michael Stollarz is CEO of Deutscher Sparkassen Verlag GmbH (DSV Group), the business partner of Worldline in the jointventure Payone 4

Lead Director G.2.3.5

Be consulted, notably by the Chairman of the Nomination ● Committee, ahead of the Directors’ nomination and renewal process; Can ask the Chairman of the Board to convene the Board ● of Directors to discuss a predetermined agenda; Supervise the yearly assessment of the Board and ● Committees’ work and report on the conclusions of such works to the Board of Directors together with the Board’s Secretary; and Report to the Board of Directors any conflict of interest ● that he/she has himself/herself identified or that were reported to him/her. The Lead Director maintains a regular and open dialogue with the Directors, in particular with the independent Directors, for which he can be the spokesperson vis-à-vis the management and the other Directors, as well as with the secretary of the Board of Directors. The Lead Director can also hold discussions with the shareholders, in consultation with the Chief Executive Officer, and shall report on it to the Chief Executive Officer and the Board of Directors.

G.2.3.5.1 Powers of the Lead Director Following its decision to combine temporarily the offices of Chairman of the Board of Directors and Chief Executive Officer, the Board of Directors, in application of the highest corporate governance standards and upon recommendation of the Nomination Committee, decided to appoint a Lead independent Director amongst the independent members on March 19, 2020. As per the Internal Rules of the Board of Directors, the Lead independent Director has, in particular, the following powers and responsibilities: Ensure that the Directors are provided with the information ● necessary to the accomplishment of their missions; Organize, at least twice a year, meetings without the ● attendance of the Senior Executive Officers; Review of the meetings’ agendas, upon consultation by the ● Chairman of the Board and/or the Board’s Secretary; the Lead Director may request the inclusion of additional items on the agenda;

G

393 Universal Registration Document 2020