Worldline - Registration Document 2016

14

Administrative, management and supervisory bodies and senior management Composition of management and supervisory bodies

Composition of the Board of Directors

14.1.2

been in such a position for the previous five years; or a company that the latter consolidates, and not having of the corporation, or an employee or Director of its parent The Director shall not be an employee or Executive Director ● The Director shall not be an Executive Director of a ● a Director; in office or having held such office for less than five years) is such or an Executive Director of the corporation (currently directly or indirectly, or in which an employee appointed as company in which the corporation holds a directorship, banker: to) a customer, supplier, investment banker or commercial The Director shall not be (or be bound directly or indirectly ● that is material for the corporation or its group, ● its group accounts; for a significant part of whose business the corporation or ● Executive Director; The Director shall not be related by close family ties to an ● corporation within the previous five years; The Director shall not have been an auditor of the ● The Director shall not have been a Director of the ● corporation for more than twelve years.

in addition to the Chairman are appointed by Atos SE. outside of the Company during the last five years. Five Directors main positions and offices held by the Company’s Directors Directors as of the date of this Registration Document and the The table below shows the composition of the Board of Directors includes nine members (including its Chairman), three As of the date of this Registration Document, the Board of Corporate Governance Code for Listed Companies published by Independent Directors pursuant to the criteria set forth in the of whom have been determined by the Board of Directors to be Group’s principal shareholder. general shareholders meeting upon nomination by Atos SE, the Directors (including the Chairman) who were appointed by the AFEP and MEDEF (the “AFEP-MEDEF Code”) and six other determine the independence of a Director: certain number of criteria must be reviewed in order to her judgment”. The AFEP-MEDEF Code also determines that a its group or the management of either that may colour his or has no relationship of any kind whatsoever with the corporation, in June 2013, defines as independent, a Director when “he or she The AFEP-MEDEF Code of Corporate Governance, as amended

held Company shares Name; number of

Expiration of office date of term

during the last 5 years Main positions and offices held outside the Company and Group

of birth Date

address Business

Nationality

Thierry Breton

of Directors of the Board Chairman

01/15/1955 French

approve the financial Meeting called to Annual Shareholders’ statements for the December 31, 2016 fiscal year ending

Ouest Immeuble River 80 quai Voltaire, 95870 Bezons

of this Registration Document: Positions and offices held as of the date Chairman and CEO of Atos SE 1 ● Profit ForecastsChairman of Bull ● Profit ForecastsDirector of Carrefour SA 1 ● (Senegal), SATS (Singapore) Profit ForecastsDirector of Sonatel ● five years that are no longer held: Positions and offices held during the last

held: 1 Number of Company shares

Finances and Industry French Minister of the Economy, ● CEO of Atos International SAS ●

Gilles Grapinet

Officer; Chief Executive Director

07/03/1963 French

December 31, 2016 fiscal year ending statements for the approve the financial Meeting called to Annual Shareholders’

Ouest Immeuble River 80 quai Voltaire, 95870 Bezons

of this Registration Document: Positions and offices held as of the date Functions, Atos SE 1 Senior Executive Vice-President Global ● equensWorldline SE Chairman of the Supervisory Board of ● Director of Saint Louis Re SA, Bull ● Director of Atos Participation 2 SA Permanent representative of Atos SE, ● Vice President of Atos IT Solutions and ● Services GmbH Worldline China Atos Information Technology GmbH, Member of the Supervisory Board of ● five years that are no longer held: Positions and offices held during the last None ●

held: 20,000 Number of Company shares

122

Worldline 2016 Registration Document