Worldline - 2020 Universal Registration Document

G

CORPORATE GOVERNANCE AND CAPITAL Evolution of capital and stock performance

Control of the Issuer G.5.4.9 Worldline is not controlled and there are no provisions either in the Company’s bylaws or in any internal charter or internal rules that could have the effect of delaying, postponing or preventing a change of control of the Company.

Shareholders’ Voting Rights (articles 11 and 33 of the bylaws)

share of the Company gives the right to one vote, subject (i) to the existence of double voting rights on fully paid-up, registered nominal shares held by the same person for at least two years and (ii) treasury shares that do not have voting right. The bylaws do not contain any provisions restricting the voting rights attached to the shares.

Agreements Likely to Lead G.5.4.10 to a Change in Control

Crossing of bylaws thresholds (article 10 of the bylaws)

To the Company’s knowledge, there is no other agreement capable of having a material effect, in case of public offer on the share capital of the Company.

In addition to the thresholds provided for by applicable laws and regulations, any natural person or legal entity who, acting alone or in concert, comes to hold, directly or indirectly, a number of shares representing at least 2% of the share capital or voting rights, or any multiple of 1% thereafter, including beyond the reporting thresholds provided for by laws and regulations, must inform the Company of the total number of shares, voting rights, or securities giving access to the share capital or voting rights of the Company that such person holds, as well as of any securities giving access to the share capital or to voting rights potentially attached thereto, by registered letter with return receipt requested sent to the Company’s registered office within four trading days after crossing such threshold(s). In the event of a failure to comply with the above provisions, the legal penalties for breach of the obligation to report crossing a legal threshold shall apply to thresholds provided for in the bylaws only upon the request, recorded in the minutes of the Shareholders’ Meeting, of one or more shareholders holding at least 2% of the Company’s share capital or voting rights. Subject to the above provisions, this obligation under the bylaws is governed by the same provisions as those governing the legal obligation, including with respect to shares deemed to be held. The Company reserves the right to report the information provided or a breach of the above obligation by the person in question to the public and to the Company’s shareholders in accordance with applicable laws and regulations. The same reporting obligation, with the same deadline and terms, applies each time the proportion of the share capital or voting rights held by a shareholder decreases to below any of the thresholds referred to above.

Treasury stock and Liquidity G.5.4.11 contract Treasury Stock In 2020, the Company purchased 400 shares through a Financial Services Provider at an average price of € 62.92. These shares were acquired for an adjustment related to the exercise of an employee’s stock options. This information has been effectively and fully disclosed and made available on the Company’s website. Liquidity contract Worldline and Rothschild Martin Maurel entered into a new liquidity contract on June 28, 2019. This contract has been concluded following changes to the regulation applicable to liquidity contracts and is compliant with the AMF decision n° 2018-01 dated July 2, 2018 (the “AMF Decision”), effective since January 1 st , 2019. The trading platform on which trades under the liquidity contract are made is Euronext Paris. The liquidity contract may be terminated at any time and without notice by Worldline or by Rothschild Martin Maurel, subject to a one-month prior notice. The transactions carried out in 2020 under the liquidity contract are as follows:

The transactions carried out in 2020 under the liquidity contract are as follows:

Cumulated purchases

Cumulated gross flows as at December 31, 2020

Cumulated sales

Number of Shares

236,478

236,478

Average Sale/Purchase price (in €) Total Amount of Purchases/Sales (in €)

73.237

73.157

17,300,086.92

17,318,851.04

Description of the share buyback program submitted to approval of the General Meeting of June 9, 2020 The General Meeting of June 9, 2020 renewed the authorization granted to the Company to trade on its own

shares for 18 months, in accordance to the conditions described below.

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Universal Registration Document 2020