Worldline - 2020 Universal Registration Document

G

CORPORATE GOVERNANCE AND CAPITAL Corporate Governance

Statement regarding the Board G.2.3.9 of Directors and senior management the Company’s knowledge: As of the date of this Universal Registration Document, ● there is no family relationship among the members of the Company’s Board of Directors and the management; Over the course of the past five years: (i) none of the ● above persons has been convicted of fraud; (ii) none of the above persons has been associated with a bankruptcy, receivership or liquidation; (iii) no accusations or official public sanctions have been brought against any of the above persons by statutory or regulatory authorities (including designated professional bodies); and (iv) none of the above persons has been disqualified by a court from acting as a member of the administrative, management or supervisory body of any company, or from being involved in the management or performance of the business of any company. To the Company’s knowledge, and subject to the relationships and agreements described in Section E.8 of this Universal Registration Document, as of the date of this Universal Registration Document, there are no: Potential conflicts of interest between the duties of the ● members of the Board of Directors and the management to the Company and their private interests; Agreements or undertakings of any kind with shareholders, ● clients, suppliers or others; Service contracts between members of the Company’s ● Board of Directors and any of its subsidiaries, which provides for the granting of benefits. The Board of Directors of the Company regularly reviews its Internal Rules, setting forth in particular: Its rules on composition, operation and role of the Board, ● remuneration of Directors, assessment of the works of the Board, information of the Directors, The role, competence and operating rules of the Board’s ● Committees, The specific missions and prerogatives that can be ● assigned to a Director and to the Lead Director, and The confidentiality obligations imposed on Directors. ● The Company’s Internal Rules were recently adapted following the acquisition of Ingenico by decision of the Board on October 28, 2020.The Directors’ Charter and the Guide to the Prevention of Insider Trading are annexed to the Internal Rules. It is reminded that the complete version of the Internal Rules of the Board of Directors is available on the Company’s website. Potential conflicts of interest G.2.3.10 and agreements Board of Directors’ Internal Rules G.2.3.11

The provisions of the Internal Rules of the Board of Directors cover in particular (i) the reserved matters of the Board of Directors, (ii) the operation of the Board of Directors, (iii) the missions and operation of the Committees and (iv) the assessment of the works of the Board of Directors and are summarized in dedicated sections of this Universal Registration Document. The other main provisions of the Internal Rules are summarized below. Information supplied to the Directors G.2.3.11.1 The Company shall be required to provide its Directors with any information necessary for the efficient participation in the work of the Board of Directors in such a way as to enable it to carry out their mandate under appropriate conditions. The same shall apply at any time in the life of the Company where the importance or urgency of the information so requires. This permanent information shall include any relevant information, including critical information, concerning the Company and particularly articles in the press and financial analysis reports. The Directors are informed, in due course and at least during the meeting of the Board of Directors convened to decide upon the annual and half year financial statements, of the financial and cash-flow situations of the Company as well as its material commitments. The Board of Directors is informed about market developments, the competitive environment and the most important aspects facing the Company, including in the area of corporate and social responsibility. A Director may request from the Chairman any complementary information that he or she deems necessary for the full accomplishment of his or her tasks, particularly in view of the agenda of the meetings. Should a Director consider that he or she has not been put in a position that enables him or her to discuss with full knowledge of the facts, it is his or her duty to indicate such to the Board and to require that he or she be The Chief Executive Officer and the Deputy Chief Executive Officer shall seek the Board of Directors’ opinion before accepting any new directorship in a listed company, whether French or foreign, outside the Group. Possibility to assign a specific mission to a Director Where the Board of Directors decides to entrust an assignment to one (or more) of its members or to a third party (or parties), it shall establish the main features of such task. Where the person or persons entrusted with this assignment are members of the Board of Directors, they shall not participate in the vote. On the basis of this decision, a draft letter of engagement is drawn up at the initiative of the Chairman and submitted to the Nomination Committee and the Lead Director for its opinion, which defines the precise purpose of the engagement, sets the form that the report on the engagement should take, determines the duration of the engagement, sets the remuneration due to the person carrying out the engagement and the terms of payment of the sums due to the person concerned and provides, where applicable, for a ceiling on the reimbursement of travel expenses and expenses incurred by the person concerned in connection with the performance of the mission. provided with the indispensable information. Acceptance of new corporate mandates

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Universal Registration Document 2020