Worldline - Registration Document 2016

Annex II

Report of the Chairman of the Governance and Internal Control Board of Directors on Corporate

Dear Shareholders, “Company”), let me first of all present the preparation and organization conditions of the works of the Board of Directors since January 1, Pursuant to article L. 225-37 of the French Commercial Code, as Chairman of the Board of Directors of Worldline SA (hereinafter the

2015, and secondly, the internal control procedures set up within the Worldline Group. The Board of Directors approved this report during its meeting of March 28, 2017.

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Corporate Governance

This Registration Document includes all corporate governance-related items required by article L. 225-37 of the French Commercial correspondence between the “Corporate governance” section of the report of the Chairman of the Board of Directors and the Code to be included in the Chairman’s report on Corporate Governance and Internal Control. The following table shows the

corresponding chapters of this Registration Document.

Chapter of the Document Registration

Composition of the Board of Directors and ratio of women Directors at the Board

14.1 16.5

Reference to a Corporate Governance Code

Independence of the members of the Board of Directors

14.1.1

Conditions of preparation and organization of the work of the Board Assessment of the composition and functioning of the Board of Directors

16

16.3.3

Principles and rules for determining the remuneration and benefits of the Chairman and Chief Executive Office

15.2 15.1

Principles and rules for the payment of Directors’ fees

Formalities for participation of shareholders in the Shareholders’ General Meeting

21.2.4.4 21.2.5.3

Information relevant in a context of public offering

incorporated in this Registration Document (see Annex IV for a cross-reference table related to the Annual Financial Report). Information referred to in article L. 225-100-3 of the French Code de commerce are provided in the Annual Financial Report which is

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Worldline 2016 Registration Document