Worldline - 2020 Universal Registration Document

CORPORATE GOVERNANCE AND CAPITAL Corporate Governance

To monitor the effectiveness of the internal audit of the ● procedures relating to the preparation and processing financial of extra-financial and accounting information; and To regularly make itself aware of the financial situation, the ● cash position and any significant undertakings and risks and to examine the procedures adopted to evaluate and manage those risks. Composition (articles 9.2.4 and 9.3.2 of the Internal Rules of the Board of Directors) The Audit Committee can be composed of a maximum of six members and, in principle, at least two-thirds of such members must be appointed from among the independent members of the Board of Directors, in accordance with the recommendations of the AFEP-MEDEF Code. The Audit Committee is composed as follows at the date of the Universal Registration Document: Aldo Cardoso 1 (Chairman); ● Giulia Fitzpatrick; ● Caroline Parot 1 ; ● Susan M. Tolson 1 ; ● Mette Kamsvåg 1 ; ● Daniel Schmucki. ● All Audit Committee members have financial and accounting competences (see Section G.2.3.1 Composition of the Board of Directors presenting the Directors’ biography). The term of office of Audit Committee members is the same as their term of office as members of the Board of Directors. The term of a member of the Audit Committee may be renewed at the same time as such member’s term as a member of the Board of Directors. The Chairman of the Audit Committee is appointed from among its independent members by the Board of Directors, upon the proposal of the Nomination Committee. The Audit Committee may include neither the Chief Executive Officer nor the Deputy Chief Executive Officer. The appointment or reappointment of the Chairman of the Audit́ Committee is proposed by the Appointmentś Committee and is subject to special review by the Board of Directors in accordance with the recommendations of the AFEP-MEDEF Code. The Committee’s secretary is any person designated by the Chairman of the Committee or with the Chairman’s approval. The Audit Committee may validly deliberate either in a meeting or by telephone or video conference, when convened by its Chairman or secretary, as long as at least half of its members participate. The notice of the meeting must include an agenda and may be transmitted orally or by any other means. The decisions of the Audit Committee are subject to a majority vote by members participating in the meeting, with each member having one vote. The Audit Committee meets as often as necessary and, at least, twice per year on the occasion of the preparation of the Operating rules (article 9.3.2 of the Board of Directors’ Internal Rules)

annual and half-yearly financial statements. Meetings take place prior to the meeting of the Board of Directors and, whenever possible, at least two days before such meeting when the Audit Committee’s agenda includes examination of the annual or half-yearly financial statements due to be reviewed by the Board of Directors. The Audit Committee should interview the statutory auditors, and also the persons responsible for finance, accounting and treasury matters. The review of accounts by the Audit Committee should be accompanied by a presentation from the statutory auditors stressing the essential points not only of the results of the statutory audit, in particular the adjustments resulting from the audit and significant weaknesses in internal control identified during the auditors’ work, but also the accounting methods chosen. It should also be accompanied by the complementary report to the Audit Committee provided for by applicable law and a presentation from the Chief Financial Officer describing the corporation’s risk exposures including those of a social and environmental nature, and its material off-balance-sheet commitments. As far as internal audit and risk control are concerned, the Audit Committee must interview those responsible for the internal audit. It should be informed of the program for the internal audit and receive internal audit reports or a regular summary of those reports. The Audit Committee may call upon external experts if need be. In 2020, the Audit Committee, in its operation, benefited from Company’s internal skills, in particular the Group Chief Financial Officer, the Group Head of Internal Audit and Internal Control, the Group Head of Legal, Compliance and Contract Management, the Group Chief Operating Officer and Chief Technology Officer as well as the statutory auditors who attended, as applicable and upon request from the Committee Chairman, meetings of the Audit Committee. Works in 2020 Seven meetings - Attendance rate: 95% During the financial year 2020, the Audit Committee reviewed in particular the following points: The Group’s accounting and financial documents, including ● statements related to off-balance sheet, before their presentation to the Board; the main accounting items and methods; the quarterly financial reports on the Group’s performance, the consolidated accounts for 2019, the half-yearly accounts 2020, and the draft of the financial press releases as well as the forecast information before their submission to the Board of Directors; The related-party agreements and the related procedure; ● The acquisition of Ingenico Group (in particular the ● preparation and execution of the project then the integration) and its related financial transactions (issuance of bonds and OCEANEs); The annual mission plan of the Group Internal Audit ● department, the conclusions of the main missions and the summary reports concerning the activities of the Internal Audit; The credit rating of the Group; ● 2020 Covid-19 impact senarii; ●

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1 Independant Directors.

Universal Registration Document 2020

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