Worldline - Registration Document 2016

Practices of administrative and management bodies Information on service contracts betweenmembers of the administrative andmanagement bodies and the company

Information on service contracts between 16.2

subsidiaries bodies and the company or any one of its members of the administrative andmanagement

subsidiaries, which provides for the granting of benefits. To the Company’s knowledge, there are no service contracts between members of the Company’s Board of Directors and any of its

16

Internal Regulations of the Board of Directors 16.3

composition, responsibilities and powers, and procedural rules Directors adopted Internal Regulations setting forth its At its meeting on April 30, 2014, the Company’s Board of

(in addition to those set forth in legislative and regulatory contain the principal provisions described below. provisions and the Company’s bylaws). The Internal Regulations

Other Means of Telecommunication Participation in Board of Directors’ Meetings by Video Conference or

16.3.1

conference or other means of telecommunication are deemed Directors participating in a meeting by means of video meeting must be adjourned. each participant and to verify the quorum. Otherwise, the Adequate measures must be taken to permit identification of present for purposes of calculating quorum and majority. Commercial Code are to be voted on, relating to the preparation decisions set forth in articles L. 232-1 and L. 233-16 of the French The above provisions do not apply to meetings at which the respectively. consolidated financial statements and management report, report and to the preparation of the Group’s annual of the Company’s annual financial statements and management

participants’ voices and meeting technical requirements participation in the meeting, at a minimum by transmitting the the proceedings. enabling the uninterrupted and simultaneous transmission of conference or any other means of telecommunication Code, meetings of the Board of Directors may be held by video As permitted by article L. 225-37 of the French Commercial permitting Directors to be identified and ensuring their effective Directors. telecommunication, as the case may be, available to such Chairman may make video conferencing or other means of at least 24 hours in advance of the meeting, so that the as described above must so indicate by email to the Chairman Directors by means of video conference or telecommunication Directors who wish to participate in a meeting of the Board of

Decisions Reserved for the Board of Directors 16.3.2

for the prior authorization of the Board of Directors: The Chief Executive Officer must submit the following decisions € 10 million; Acquisition or disposal of shareholdings in excess of ● Acquisition or disposal of assets in excess of € 10 million; ●

Acquisition of assets or shareholdings outside the Group’s ● ordinary course of business; € 10 million; Acquisition or disposal of real estate in excess of ●

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Worldline 2016 Registration Document