Worldline

Closing of Worldline's friendly tender offer for Ingenico - Seite 2

As such, the Board of Directors has decided to maintain Gilles Grapinet as Chairman and Chief Executive Officer, considering that this form of governance would be the best way to take into account the unforeseen circumstances concerning Bernard Bourigeaud in the interest of Worldline, Ingenico and the combined group in order to successfully lead the integration and address the strategic challenges of the new combined group in the current context.

Ingenico directors prior to completion of the offer and appointed by the general meeting of Worldline held on June 9, 2020, subject to completion of the acquisition of control of Ingenico, have effectively become directors of Worldline, including Ms. Agnès Audier, Caroline Parot and Nazan Somer Özelgin and Messrs. Bernard Bourigeaud, Thierry Sommelet (designated by Bpifrance Participations) and Dr. Michael Stollarz (désignated by Deutscher Sparkassen Verlag GmbH (“DSV”), as well as Gilles Arditti, a former director at Worldline.

Accordingly, the Board of Directors of Worldline is currently composed of 18 directors, one censor, and one representative of Worldline’s Social and Economic Committee as follows :

• Gilles Grapinet, Chairman and Chief Executive Officer,
• Bernard Bourigeaud*,²
• Lorenz von Habsburg Lothringen, Giulia Fitzpatrick and Daniel Schmucki (designated by SIX Group AG),
• Thierry Sommelet (designated by Bpifrance Participations)*,
• Dr. Michael Stollarz (designated by DSV),
• Georges Pauget, lead director*,
• Agnès Audier*,
• Mette Kamsvåg*,
• Danielle Lagarde*,
• Caroline Parot*,
• Nazan Somer Özelgin*,
• Susan M. Tolson*,
• Aldo Cardoso*,
• Luc Rémont*,
• Gilles Arditti,
• Marie-Christine Lebert, director representing the employees,
• Jos Dijsselhof (censor, designated by SIX Group AG), and
• Julie Noir de Chazournes (attending the Board of Directors as a representative of Worldline’s Social and Economic Committee).

It is recalled that the Worldline Annual General Meeting held on June 9, 2020 approved the amendments to the by-laws allowing the appointment of a second director representing the employees (46^th resolution) which shall take place within six months of the general meeting of shareholders.