Worldline - Registration Document 2016

Additional Information Constitutive Documents and Bylaws

Fiscal Year (article 36 of the Bylaws) [GRI 102-50] and [GRI 102-52]

21.2.2

The Company has a fiscal year of twelve months, beginning on January 1 and ending on December 31 of each year.

Board of Directors and senior management

21.2.3

21.2.3.1

Members of the Board of Directors (articles 13, 14 and 15 of the Bylaws)

Chairman prevails. or represented. In the event of a tie, the vote of the meeting’s Chairman convene the Board of Directors to discuss a particular agenda. Decisions are taken by a majority of members present Chairman convenes these meetings. If the Board of Directors has not met in more than two months, at least one-third of its members may request that the Chairman convene it to discuss a particular agenda. The CEO may also request that the

three-year term. A maximum of one-third of the members of the Board of Directors may be more than 70 years old. Within six months after being nominated and for the duration of the term of office, each member of the Board of Directors (other than Directors representing employee shareholders) must hold at least one thousand five hundred (1,500) shares of the Company. the Ordinary Shareholders’ Meeting. The Board of Directors is renewed each year on a rolling basis, such that one-third of the members are renewed each year. Directors are appointed for a The Company is governed by a Board of Directors composed of at least three members and at most twelve members elected by

21.2.3.5

Powers of the Board of Directors (article 17 of the Bylaws)

functioning of the Company and, through its decisions, settles matters concerning it. Directors decides any question concerning the proper The Board of Directors determines the direction of the Company’s business and ensures its implementation. Subject to the powers expressly granted to the Shareholders’ Meeting, and within the limits of the Company’s purpose, the Board of The Board of Directors determines the limits to the CEO’s authority, as the case may be, pursuant to its rules of procedure, by establishing the transactions for which Board authorization is required.

21.2.3.2

Chairman (articles 19 and 21 of the

Bylaws)

the Board of Directors. He organizes and manages its work, and reports on such work to the General Shareholders’ Meeting. He oversees the proper functioning of the Company’s governing bodies and ensures, in particular, that the Directors are able to members who are natural persons. The Chairman represents carry out their duties. The Board of Directors elects a Chairman from among the

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21.2.3.6

Related-Party Agreements (article 25

of the Bylaws)

21.2.3.3

Chief Executive Officer (article 23 of

the Bylaws)

case of shares held by a company, its controlling company within the meaning of article L. 233-3 of the French Commercial Code is subject to the procedure provided for in articles L. 225-38 to L. 225-43 of the French Commercial Code. intermediary party between the Company and its CEO, any Deputy Managing Director, any Director, any shareholder holding more than 10% of the Company’s voting rights or, in the Any agreement entered into either directly or through an

Officer (CEO). The CEO is granted the broadest powers to act in all circumstances in the Company’s name. He exercises these powers within the limits of the Company’s purpose and subject to the powers that the law and the bylaws grant expressly to the managed either by the Chairman or by a person appointed by the Board of Directors and given the title of Chief Executive Shareholders’ Meeting or the Board of Directors. The CEO represents the Company in its relations with third parties. At the option of the Board of Directors, the Company may be

21.2.3.7

Compensation of Directors (article 20 of the Bylaws)

21.2.3.4

Convening and Holding of Board of Directors’ meetings (article 18 of the Bylaws)

to those Directors serving on committees. Members of the Board of Directors may receive Directors’ fees, the aggregate amount of which is set by the Shareholders’ Meeting and allocated freely by the Board of Directors among its members. The Board of Directors may grant a larger portion

The Board of Directors meets as often as necessary in the Company’s interest, but at least every three months. The

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Worldline 2016 Registration Document