Worldline - 2020 Universal Registration Document

CORPORATE GOVERNANCE AND CAPITAL Corporate Governance

As far as compensation is concerned Setting the 2020 compensation policy applicable to ● Corporate Officers (Chairman and Chief Executive Officer, Deputy Chief Executive Officer and Directors) and, in particular in the context of the Covid-19; Confirming the level of satisfaction of the objectives ● related to the determination of the Senior Executive Officers’ variable compensation related to the second semester of 2019 and the first semester of 2020; Setting the objectives of the Chief Executive Officer and ● the Deputy Chief Executive Officer’s compensation for their variable part for the second semester of 2020; Confirming the requirement for Senior Executive Officers to ● hold Worldline shares; Confirming achievement of performance conditions and ● setting the targets of the performance conditions for 2020 applicable to the defined benefits pension scheme benefiting the Chief Executive Officer; Setting up of a performance shares allocation plan and of a ● stock-options plan in favor of Group employees and the Senior Executive Officers; Confirming achievement of performance conditions ● attached to performance shares and stock-options plans; Review of the terms and conditions of Worldline’s ● employee stock ownership plan (Boost 2020). As far as governance and risks are concerned Amendment of the Internal Rules of the Board of Directors ● further to the appointment of a Lead Director, the split of the Nomination and Remuneration Committee in two separate Committees and the review of the reserved matters for the Board of Directors; Review and approval of the Annual Report, in particular, ● review of the Group’s risk through the URD Section relative to Risk Factors and the work of the Audit Committee in terms of internal control; Review of the Board of Directors’ report on Corporate ● Governance; Review of the Company’s practices compliance with the ● AFEP-MEDEF Code recommendations; Review of the composition and the operation of the ● corporate bodies as well as the method of corporate governance, in particular in the context of Atos SE’s reduced participation in the Company’s share capital and of the acquisition of Ingenico Group; Assessment of the Board’s work, review of the ● independence of Directors, of the diversity policy applicable at Board and Committees level and of the gender diversity policy on the governing bodies;

Authorization of related-party agreements and review of ● the related agreements authorized during previous financial years; Split of the Nomination and Remuneration Committee in ● two independent Committees; Discussions related to a succession plan for the Senior ● Officers; Review of Worldline’s Corporate Social Responsibility policy ● and initiatives in the context of TRUST 2020. Review of the Company’s “ raison d’être ”. ● As far as the shareholders’ meeting is concerned: Convening the Annual General Meeting, reviewing and ● approving the proposed resolutions and the Board of Directors’ report to the Annual General Meeting; Review of the 2019 Universal Registration Document, ● including review and approval of the annual statement on extra-financial performance and review of risk factors; Proposed amendments to the bylaws to the Annual ● General Meeting; The Board regularly heard the Statutory Auditors’ reports as well as the works of the permanent Committees of the Board of Directors: the Audit Committee, the Nomination and Remuneration Committees, the Strategy and Investment Committee and the Social and Environmental Responsibility Committee. Executive session of the Board of Directors without the presence of corporate executive officers The article 2 of the Internal Rules of the Board of Directors provides that the Directors shall meet at least twice a year without the actual presence of the Executive Directors. These meetings are organized with the assistance of the Secretary of the Board upon proposal of the Lead Director chairing the meeting. In 2020 the Directors held one unformal meeting outside the Chief Executive Officer and Deputy Chief executive’s presence during which they discussed, in particular, the Company’s affairs and the succession plan of executive officers. With regard to the particular context linked to the current health crisis, it was not possible for the Directors to hold a meeting in June 2020 as planned. In addition, in view of the very busy activity of the Board in 2020, in particular related to the acquisition of Ingenico, they were not able to hold a second meeting in 2020. Since the beginning of the financial year, the Directors have held an executive session at the end of the Board meeting held on February 23, 2021.

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Universal Registration Document 2020

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