Worldline - 2020 Universal Registration Document

G

CORPORATE GOVERNANCE AND CAPITAL Corporate Governance

The risks in particular those associated with the most ● critical contracts, cyber environments, compliance and the Brexit, as well as the state of main litigations and the provisions. [to be completed] The 2019 Universal Registration Document. ● The Committee heard the intermediate and final reports of the statutory auditors concerning the annual and half-yearly accounts, as well as the reports of their other works carried out in connection with their general audit mission. Nomination and Remuneration G.2.5.2 Committees [GRI 102-36] [GRI 102-37] Since October 28, 2020, the Nomination and Remuneration Committee is separated in two distinct Committees: Nomination Committee; ● Remuneration Committee. ● general field of competence of the Nomination Committee is to seek and examine any candidacy to the position of member of the Board of Directors and its Committees or to a position of management with a corporate mandate with the Company, and to formulate an opinion and/or recommendation with respect to such candidacy to the Board of Directors. The Nomination Committee, in coordination with the Lead Director if the case may be, reviews important operations that involve a risk of conflict of interests between the Company and the members of the Board of Directors. The Nomination Committee makes a preliminary assessment of the independence of the members of the Board of Directors, which is then reviewed and discussed annually by the Board of Directors prior to the publication of the Universal Registration Document. The Remuneration Committee is in charge of formulating proposals regarding the compensation of the Chairman, the Chief Executive Officer and the Deputy Chief Executive Officer (fixed compensation amount and definition of the rules governing the variable compensation, ensuring the consistency of these rules with the annual evaluation of the performances and with the Company’s medium-term strategy, and verifying the annual application of these rules and of the Directors).The Remuneration Committee also participates in preparing an incentive compensation policy for employees of the Company and its subsidiaries. In particular, it formulates proposals regarding the decisions to grant options for the subscription Missions (article 9.3.1 of the Internal Rules of the Board of Directors)

and/or purchase of Company’s shares, or of Company performance shares to the benefit of company officers and any or all employees of the Company and its subsidiaries. With respect to compensation of the members of the Board of Directors, the Remuneration Committee is responsible for proposing to the Board of Directors to rule each year on the total annual amount of compensation to be submitted to the approval of the Annual Shareholders’ Meeting and the way such compensation shall be distributed among the Directors, particularly taking into consideration the attendance of the Directors at Board and Committees meetings, the level of liability incurred by the Directors, and the time that they are required to devote to their functions. The Committee also makes observations and/or recommendations relating to retirement and employment insurance schemes, benefits in kind and the financial rights granted to company officers of the Company and its subsidiaries. Nomination and Remuneration Committees are composed of a maximum of five members, the majority of whom must be appointed from among the independent members of the Board of Directors, and no senior executive officer is a member in accordance with the recommendations of the AFEP-MEDEF Code. In addition and in compliance with the AFEP-MEDEF Code, a Director representing the employees is a member of the Committee. Members of the Committees are appointed by the Board of Directors from among its members and taking into consideration their independence, experience and skills. In accordance with the AFEP-MEDEF Code, the Remuneration Committee is chaired by an independent Director and one Director representing the employees is a member of this Committee. The term of office of the members of the Nomination Committee and Remuneration Committee is the same as their term as members of the Board of Directors. The term of a member of the Nomination and Remuneration Committees may be renewed at the same time as such member’s term as a member of the Board of Directors. The chairman of the Nomination Committee and Remuneration Committee are appointed by the Board of Directors, and in the case of the Remuneration Committee from among the independent members pursuant to the AFEP-MEDEF Code, upon recommendation of the Nomination Committee. The Committees’ secretary is any person designated by the Chairperson of each Committee or with the Chairperson’s approval. Composition (articles 9.3.1 of the Internal Rules of the Board of Directors)

The Nomination and Remuneration Committees are composed as follows at the date of the Universal Registration Document:

Nomination Committee

Remuneration Committee Luc Rémont 1 - Chairman

Lorenz von Habsburg Lothringen - Chairman

Luc Rémont 1 - Vice-Chairman

Lorenz von Habsburg Lothringen - Vice-Chairman

Danielle Lagarde 1 Thierry Sommelet 1

Danielle Lagarde 1

Thierry Sommelet 1 Marie-Christine Lebert 2

Independent Director. 1 Director representing employees. 2

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Universal Registration Document 2020