Worldline - 2020 Universal Registration Document

CORPORATE GOVERNANCE AND CAPITAL Corporate Governance

Operating rules (article 9.3.1 of the Internal Rules of the Board of Directors) The Nomination and Remuneration Committees may validly deliberate either in a meeting or by telephone or video conference, when convened by their Chairman or secretary, as long as at least half of their members participate to their work. The notice of the meeting must include an agenda and may be transmitted orally or by any other means. The decisions of the Nomination Committee are subject to a majority vote by members participating in the meeting, with each member having one vote. The Committee meets as often as necessary and at least three times per year, in particular before the Board of Directors meets to assess the independence of its members. The Chief Executive Officer is associated to the works of the Committee relating to the selection of the Directors and the Censor. The decisions of the Remuneration Committee are subject to a majority vote by members participating in the meeting, with each member having one vote. The Committee meets as often as necessary and at least three times per year, in particular prior to any meeting at which the Board of Directors votes on the compensation of members of senior management or the allocation of compensation to Directors. The Chief Executive Officer is associated to the works of the Committee relating to the long-term incentive policy related proposals. The Nomination and Remuneration Committees may call upon external experts if need be. Works in 2020 Nine meetings - Attendance rate: 94%. Main items reviewed by the Nomination and Remuneration Committee: Work relating to compensation: Proposal regarding the setting of the objectives of the ● variable compensation part of the Chairman and Chief Executive Officer and the Deputy Chief Executive Officer for the second semester 2020 and the first semester 2021; Proposal related to the re-sizing of the objectives setting ● for the variable compensation of the Chairman and Chief Executive Officer and of the Deputy Chief Executive Officer for the second semester 2020 due to the Covid-19; Proposal in connection with the setting of targets of ● performance conditions for 2020 applicable to the defined benefits pension scheme benefiting the Chief Executive Officer; Objectives setting for the ongoing LTI plans benefitting the ● Chairman and Chief Executive Officer and the Deputy Chief Executive Officer;

Objectives setting for the supplementary pension plan ● benefitting the Chairman and Chief Executive Officer; Analysis of the performance of the Chairman and the ● Executive Chief Officer and Deputy Chief Executive Officer and formulation of recommendations to the Board of Directors for their variable compensation related to the second semester of 2019 and the first semester of 2020; Proposals regarding the global amount of Directors’ fees ● envelope proposed to the 2020 Annual General Meeting and the terms and conditions of allocation of the said Directors’ fees; Estimate of Directors’ compensation for 2020/ Proposal for ● 2021 Directors’ compensation; Review of the conformity of the Senior Executive Officers’ ● compensation with the recommendations of the AFEP-MEDEF Code; Proposals regarding the setting up of a performance shares ● allocation plan and a stock-options plan in favor of the Group employees and the Senior Executive Officers; Proposals regarding the confirmation of the achievement ● of performance conditions, including the achievement of CSR performance conditions, and the setting of new annual objectives for the same in connection with on-going performance shares and stock-options plans; Review of the 2020 employee stock-ownership plan (Boost ● 2020). Work relating to the Nomination: Proposals in connection with the governance in particular ● post completion of the acquisition of Ingenico Group; Review of the Board’s membership (diversity, ● complementarity of backgrounds, independence, gender balance, concurrent appointments, etc.). Proposals relating to the composition of the Board and its ● Committees, in particular in the context of the acquisition of Ingenico Group (see Section G.2 describing the changes in the Board of Directors in 2020) and the appointment of a second Director representing the employees, The mode of governance and the separation of the ● functions of the Chairman of the Board from those of the Chief Executive Officers, Monitoring of the recommendations of the AFEP-MEDEF ● Code of Corporate Governance, Proposal in connection with the review of the ● independence of directors, Board of Directors’ diversity policy; ● Review of the succession plan for Senior Executive ● Officers of the Company and the Group’s main subsidiaries; Governance of Ingenico Group post acquisition. ●

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Universal Registration Document 2020

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