Worldline : Convening brochure as amended by Addendum (dated May 26, 2026) (convening brochure as amended by addendum dated may 26 2026)

Convening Brochure

(as amended by Addendum dated May 26, 2026)

2026

Combined General Meeting

Thursday June 11, 2026 at 2:30 pm At the Cloud Business Center,

10 bis rue du Quatre Septembre

75002 Paris

Summary

(as amended by Addendum dated May 26, 2026)

Message from Wilfried Verstraete, Chairman of the Board of Directors 4

Message from Pierre-Antoine Vacheron, Chief Executive Officer 5

1. Presentation of Worldline

   Worldline: a snapshot 6

   Formation of the Group 7

   Worldline's business model 8

   2025 Key highlights 10

   2025 Key figures and revenue profile 12

   Group's strategy, Technology and Competitive Strengths 14

   Corporate Social Responsibility 18

2. Corporate governance

   Executive Committee 20

   Board of Directors 21

   Key figures for the Board and Committees 22

   Key information about Directors 23

   Directors' skills 24

   Selection process of Directors 25

   Board and Committee's Meeting attendance in 2025 26

   Works of the Board of Directors in 2025 27

   Composition, key figures and works of the Committees in 2025 28

   Biographies of Directors who are subject to the renewal of their term of office 33

   Composition of the Board of Directors after the 2026 AGM 36

   Composition of the specialized Committees following the 2026 AGM 37

3. Compensation of Company Officers

   Components of compensation paid or awarded to Company Officers for the financial year 2025

   (as amended by Addendum dated May 26, 2026 in respect with the 2025 ex post compensation for resolution 11) 39

   Compensation of Company Officers for 2026 44

4. Summary of the financial delegations and authorizations 48

5. Agsnda of ths Sharsholdsrs' Mssting 50

6. Board of Dirsctors' rsport on ths rssolutions and draft rssolutions

   (as amended by Addendum dated May 26, 2026 in respect with the 2025 ex post compensation for resolution 11) 52

7. Terms of participation 84

8. Voting form 87

9. Request for documents and information 88

Contact us for any additional information on our website worldline.com Email contact:[email protected]

‌Message from Wilfried Verstraete,

Chairman of the Board of Directors

Dear Shareholders,

I am pleased to invite you to attend our Annual General Meeting on 11 June 2026 at 2:30 PM at the Cloud Business Center, 10 bis rue du Quatre Septembre in Paris.

This meeting will provide an opportunity to review a year of significant transformation at Worldline and vote on resolutions that will support the continued execution of our strategic roadmap.

Over the past year, the Group has undergone significant changes, including the appointment of Pierre-Antoine Vacheron as Chief Executive Officer and the evolution of our Executive Committee, which is now fully focused on executing our strategic priorities. During our Capital Markets Days on November 6, 2025, we unveiled our

transformation plan "North Star 2030" aimed at restoring sustainable profitable growth in the coming years.

We have taken decisive steps to refocus Worldline on the European payments sector, with seven divestments

announced and the portfolio pruning exercise now largely completed. We have also strengthened our financial structure, notably through these strategic actions and the successful completion of a C500 million capital increase in April 2026, supported by key financial institutions and made possible by your continued support.

While operating in a challenging environment, Worldline has demonstrated resilience. We are fully committed to delivering strong progress in stabilising

performance, and executing executing our transformation plan, with a clear focus on restoring sustainable growth and rebuilding shareholder value.

Against a difficult backdrop in 2025, the Group delivered results in line with the guidance established during the H1 2025 results announcement. In the first quarter of 2026, we continued to show early signs of stabilization, while achieving the initial milestones of our transformation programme.

Your participation and votes are essential as we continue to move forward with discipline and confidence.

I look forward to meeting you on June 11. Yours sincerely,

Wilfried Verstraete

Chairman of the Board of Directors

‌Message from

Pierre-Antoine Vacheron,

Chief Executive Officer

Dear Shareholders,

I am pleased to invite you to our Annual General Meeting on 11 June 2026, an important milestone as we continue driving Worldline's transformation.

When I became Chief Executive Officer in March 2025,

I committed to acting with transparency, discipline and speed to stabilise the business and lay the foundations for recovery.

Over the past year, we have taken decisive steps in that direction, in what has been a demanding and, at

times, challenging environment for our company and our industry. 2025 was a year of transition. While our results were in line with the guidance we had set during our H1 results announcement, they were significantly impacted by exceptional non-cash items linked to a reassessment of our asset base. More fundamentally, the year confirmed the need to simplify our portfolio, strengthen our execution, and refocus on our core European payments activities. In response, we have made meaningful progress.

We have reshaped the Group's portfolio through a series of divestments, strengthened our financial structure with the successful completion of our capital increase, and put in place a renewed and highly engaged leadership team. These actions provide clearer foundations for

the next phase of our journey. Operationally, we are beginning to see early signs of stabilisation. Building on the momentum of the last quarter of 2025, Merchant Services returned to growth in the first quarter of 2026. At the same time, we remain fully aware that restoring consistent growth and improving cash generation across the Group will require sustained execution over time.

Our transformation plan, North Star 2030, is now actively being implemented. Its ambition is clear: to build a more focused, integrated and resilient Worldline, with stronger operational discipline and a simplified technology landscape. We are making progress, particularly in streamlining our organisation, advancing

platform convergence, and strengthening our commercial approach - but we are still in the early stages of this transformation.

I am fully aware that the past period has tested your confidence. Earning it back is my top priority, and it will be achieved through consistent execution and tangible results.

Today, Worldline is already more focused, more disciplined and more resilient, with the ambition to be the European payments partner of choice for merchants and financial institutions. We are fully committed to delivering the next phase of our transformation, to rebuilding sustainable growth and value over time.

I look forward to meeting you on June 11 to discuss our progress and answer your questions.

Yours sincerely,

Pierre-Antoine Vacheron

Chief Executive Officer

1 Before the restatement of the discontinued operations in accordance with IFRS 5.

‌Presentation of Worldline

Worldline: a snapshot*

2025

key figures

€4.5 billion

revenue before the restatement of the discontinued operations in accordance with IFRS 5

18,000+ talents

~40 countries

As a European payments leader, Worldline is the trusted partner of choice for merchants and financial institutions.

We help our partners streamline payment processes, stay compliant, and expand their operations across markets. With our comprehensive range of solutions, we provide the foundations for our customers' growth.

We are dedicated to strengthening Europe's competitive and independent payments ecosystem. Innovation, excellence, and cooperation guide everything we do and directly benefit our customers. We are the European payments partner of choice for merchants and financial institutions, understanding their goals and working together to achieve them.

Merchant Services

We energise commerce with advanced payment solutions.

Worldline serves merchants across the full retail value chain, online and in-store. With local payment methods,

expert acquiring, and dedicated support, we help merchants accept payments quickly, simply, and securely while engaging consumers and enhancing

the shopping experience. We empower merchants to compete and succeed.

• Acquiring solutions

• Acceptance

• Digital services

€3.3 billion

2025 revenue

(74% of Group rsvsnus)

Financial Services

We engineer the most advanced payment processing platforms

Worldline delivers comprehensive solutions across the entire payments value chain on a sovereign European infrastructure: from core card processing to account and instant payments

and digital services. We help financial institutions meet their customers' evolving needs, ensure compliance, operate at scale, and advance European payment competitiveness and independence.

• Issuing solutions

• Acquiring solutions

• Account and instant payments

• Digital services

€0.8 billion

2025 revenue

(18% of Group rsvsnus)

Mobility and

e-Transactional Services**

We enable tech for good beyond payments

Worldline is a trusted partner delivering end-to-end digital transactional services that strengthen customer and citizen engagement. We support our clients' digital transformation with solutions and platforms that improve people's daily lives.

• Trusted services

• Transport s mobility

• Omnichannel interactions

€0.4 billion

2025 revenue

(8% of Group rsvsnus)

* Based on the previously reported scope, before restating divested activities in accordance with IFRS 5.

** Business to be divested in 2026

‌Formation of the Group

1972

Sligos1 created in France for payment and

electronic banking activities

1991

Axime2 created in France for electronic

banking and processing

2004

Creation of Atos Worldline, a subsidiary

of Atos Origin

2014

Worldline is carved out from Atos, successful partial Initial Public Offering on Euronext Paris

2017

Acquisitions of Cataps'3 KB Smartpay (CZ), First Data Baltics, Digital River World Payments (SE), MRL Postnet (IN) and Diamis (FR)

2019

Acquisition of the minority stake

in equensWorldline

2020

Acquisition of Ingenico

2022

Acquisition of Eurobank's merchant acquiring

business (GR) and Axepta Italy

Obtaining a controlling stake in the commercial acquiring business of ANZ Bank (AU)

Divestment of the Terminals, Solutions & Services (TSS) business inherited from Ingenico

2024

Launch of Partnership with Crédit Agricole

Acquisition of SoftPOS (PL)

1973

Sligos wins first ever contract for French card-based banking transactions

1997

Axime and Sligos merge to create Atos

2006

Acquisition of Belgian payment networks Banksys and Bank Card Company

2016

Creation of equensWorldline following Worldline's acquisition of a majority stake in Equens and its subsidiary Paysquare

2018

Acquisition of SIX Payment Services

2019 - 2020

Deconsolidation from Atos; Worldline joins the French stock index (CAC 40)

2021

Acquisitions of Cardlink (GR) and Handelsbanken's card-acquiring activities (Nordics)

2023

Acquisition of Banco Desio's merchant acquiring activities (IT)

Acquisition of a 40% stake in Online Payment Platform B.V (NL)

2025

Crsdsm msrchant acquiring activitiss acquisition (IT)

Entered into exclusive negotiations with Shift4 for the sale of Worldline North America

Agrssmsnt with Magsllan Partnsrs Group for ths sals of the Mobility and Web e-Transactional Services division and selected activities of Financial Services

Agrssmsnt with SIX Group for ths sals of ths Electronic Data Management business (formerly Cetrel Sscuritiss)

Agrssmsnt with Incors Invsst for ths sals of ths PaymsntIQ paymsnts orchsstration platform

Capital Markets Day announcing North Star 2030 transformation plan and the contemplated capital increase

1 Majority-owned by Crédit Lyonnais

2 The Axime group resulted from the merger of SEGIN, SITB and SODINFORG

3 Cataps was a 100% subsidiary of the Komerční banka banking group

‌Worldline's business model

Inputs

Resources and Challenges

Outputs

Worldline business

Financial

At the core of every transaction through

Merchants

Financial Institutions

Global presence

Growth Partnerships

~40 countries

Unique positioning

End-to-end solutions Innovation

Partners & Fintechs Payment methods

Commitment to sustainability

Quality attractiveness

Channels

for our customers

for our people

for our society

Our 360°

communication

for our shareholders

for our environment

As the European leader at the heart of the payments value chain, Worldline designs and operates leading digital payments and transactional solutions, ensuring the secure and efficient processing of billions of highly critical transactions every day.

Solid financial profiles

• Market trust s operator of critical infrastructure

  Manufactured

  
  
  

  Robustness of industrial platforms and data infrastructure

• Business Excellence: Quality, security and reliability

  Terminals supply chain

  Intellectual

  
  
  

  Partnerships, innovation, RGD

• Innovation & foresight of technological evolutions

  Human

  
  
  

  18,106 employees Headcounts	Closing Dec 2025
  France	3 655
  India	2 754
  Germany	2 494
  Belgium	1 114
  Netherlands	937
  Others	7 152
  Worldline	18 106

• Talent acquisition & retention, people development

• Gender equity

• Diversity & inclusion

  Social and relationship

  
  
  

  Market intelligence G Regulation

• Customer satisfaction

• Ethics, human rights & compliance

  Technological know-how

• Societal contribution

  Environment

  
  
  

  Electrical Energy

• CO2-eq emissions

  Data centres

• Renewable energy IT appliancss

  Worldline business lines s results

  2025 value

  
  
  
  
  

  2025 value creation: fiey figures

  
  
  
  
  

  SDGS

  Financial

  
  
  

  Worldline's positioning across

  the extended payments ecosystem affords it an overview of the industry, permitting it to react quickly to regulatory or other changes and to capitalise on

  new opportunities generated by them. Our objective is to enable sustainable economic growth and reinforce trust and security by making solutions

  that are environmentally friendly, accessible to all and support societal transformations.

  €4.5 BN*

  2025 revenue

  Merchant services

  74%

  of 2025 revenue

  Energising commerce with advanced payment services

  Financial services

  18%

  of 2025 revenue

  Engineering the most advanced payment processing platforms

  Mobility and

  e-transactional services

  8%

  of 2025 revenue

  Bringing payment and regulation expertise to new markets

  
  
  

  Invsstors G shareholders

• -2.4% revenue organic evolution*

  
  
  
  
  
  
  

• 18.7% Adjusted EBITDA margin*

• -C8 million free cash flow*

  Manufactured

  
  
  

  Suppliers

  G Customers

• Quality score - Contracts' services availability & response: 99.9882%

• Quality score - Platforms' services availability & response: 99.9849%

• 95.0% of total expenses assessed by EcoVadis out of strategic suppliers expenses

  Intellectual

  
  
  

  Customers • C246 million in R&D expense in 2025

  • A portfolio of 215 patents

    Human

    
    
    

    Employees • 65% employee satisfaction on GPTW

    Trust Index

  • 25 hours of training per employee per year, on average

  • 28.3% of women within the management positions

Social and relationship

Customers, Communities, Public Bodies

Environment

Communities, Public Bodies

• Customer Net Promoter Score: 30

• 0 significant fines for non compliance**

• 80% of spending in local purchases

• Total revenue of "sustainability offerings": C2,467 million

• Eco-efficiency in data centers

• Contribution to carbon neutrality

• 86% renewable energy

* Before the restatement under IFRS 5 of MeTS to be divested in 2026

** For completeness, please refer to Section D.4 of the 2025 Universal Registered Document regarding legal proceedings related to a fine below the threshold and ongoing proceedings as well as Section D3 on risk factors

‌2025 Key highlights

Long-term partnership extended with KBC for issuing services

Closing of the strategic partnership

with Credem for merchant acquiring activities (Italy)

Partnership with Wix, an intuitive web platform, expanding commerce & payment solutions

Worldline "Top Employer" and "Great Place to Work" in India for the 4th consecutive year

Worldline Greece named "Fintech of the Year" for the 3rd consecutive year

Tap to Pay enabled on iPhone in Switzerland, Poland, Hungary, Slovenia, and Slovakia

Tap to Pay enabled on iPhone in Cyprus, Belgium,

Luxembourg, Croatia and Greece

Renewal of our ANSSI security visa for SecNumCloud qualification (France)

January

March

May

February

April

June

Partnership with FreedomPay for the Travel & Hospitality sector

Renewal of the partnership with OP Financial Group, Finland's largest retail bank, for a further 12 years

Appointment of Pierre-Antoine Vacheron as Chief Executive Officer

Strategic partnership with Qomodo to enhance digital payments offering (Italy)

Partnership with Pluxee to boost merchant

activation by 26% through Worldline's engagement program (India)

Worldline becomes a Wero member to allow its merchants to accept Wero for online commerce

The Times names Worldline as a Top 50 Employer for Gender Equality 2025 (United Kingdom)

Launch of Android SmartPOS solution to simplify payment operations for small businesses (Belgium)

Partnership with commercetools to enhance payment solutions for e-commerce businesses

Launch of an

AI-powered smart routing to boost transaction approval rates

Announcement of the contemplated strategic divestment of Mobility s

e-Transactional Services business line and other selected activities of Financial Services to Magellan Partners Group

Exclusive negotiations with Shift4 for the divestment of Worldline North America

Partnership with YeePay to unlock cross-border payment opportunities in China's aviation and travel sector

Strategic partnership with ING to supply innovative, fast and integrated acquiring services (Italy)

Partnership with Fipto to enable next generation of payments rails with stablecoins

Announcement of the contemplated divestment of

its payments orchestration platform PaymentIQ to Incore Invest

Launch of our Trust 2030 CSR programme

15 countries certified Great Place To Work (vs 11 in 2024)

July

October

December

September November

Worldline's CEO becomes the president of the EDPIA (European Digital Payments Industry Alliance)

Renewal of the Executive

Management team

Worldline's 2025 Capital Markets Day to present its "North Star 2030" transformation plan including the announcements of the contemplated:

• capital increase of

  €500 million,

• sale of its Electronic Data Management activity (ex-Cetrel Securities) to SIX Group

Signing of the divestment of Mobility s e-Transactional Services business line and other selected activities of Financial Services to Magellan Partners Group

PAYONE, its German joint-venture, starts the nationwide rollout for Wero e-commerce acceptance for online Merchants across Germany

‌2025 Key figures and revenue profile

2025 Results*

€4.5 billion

total revenue

(-2.4% organically)

€841 million

Adjustsd EBITDA

(18.7% Adj. Ebitda margin)

€-8 million

free cash flow

2025 Revenue profile

73.9%

Merchant Services

18.2%

Financial Services

7.9%

Mobility & e-Transactional

Services

34.4%

Northern Europe

9.9%

Others

33.6%

Central & Eastern Europe

22.2%

Southern

Europe

* Before the restatement of MeTS (to be divested in 2026) in accordance with IFRS 5

Europs is ths Group's main opsrational bass, gsnsrating circa 90% of total rsvsnus in 2025.

Revenue 4,030 4,163

Incoms statsmsnt

In €M FY'25 r

FY'24

Highlights

estated2

• +C80M inflation fully offset by

scheme fees for cross border business. Rest due to one-off transition costs, balance sheet clean

o/w fair value change on TSS preferred shares (290) (349) Income tax expense 60 (4)

Non-controlling interests & share of associates 30 15

Discontinued operations (18) 55

In €M

2025

FY'24

r

estated2

Highlights

Lease obligations Working capital change Capex

Integration & Restructuring costs (excl. Power24)

Interest paid

(119)

36

(248)

(132)

(56)

(106)

(88) • Stabilisation of working capital in

(263)

(109)

2025 by optimizing inventory levels.

(2) • Rising interest costs due to higher refinancing costs with new bond issuance at 5.5%.

• Free cash flow decline mainly due to adjusted EBITDA.

Adjusted EBITDA 737 967

Free cash-flow

In €M

2025

2024 Highlights

Change in net debt

(Net debt) / cash as of December 31st

(207)

(2,219)

144

held for sale in 2025.

(2,012)

Net Debt evolution

• Integration & rationalization costs were almost reduced in half vs 2024 to reach C152M including C19M for Power24 plan.

  
  
  
  
  
  
  

• Goodwill impairment: C4.1Bn booked in H1-2025 and C0.6Bn additional impairment related to the portfolio pruning & reassessment.

• The TSS preferred shares are fully depreciated.

1 In application of IFRS 5, comparative data at December 31, 2024 has been restated due to the classification of the MeTS business and other activities as «discontinued operations»

2 Equity based compensation costs and other items

‌Group Strategy, Technology and Competitive Strengths

1. Strategic ambition and group positioning

   Worldline has established a leading position across the entire payments value chain in Europe. Built through

   successive acquisitions, the Group is one of Europe's leading operators of critical payment infrastructures, benefiting from a truly European-wide footprint.

   Worldline leverages its extensive footprint and installed base, serving approximately 1.2 million merchants and processing over C480 billion in merchant acquiring volumes annually.

   The Group manages more than 47 billion transactions per year, works with over 320 banks, and manages more than 156 million cards. Operating across all major European markets, Worldline benefits from a resilient merchant base accounting for around 80% of annual revenue, alongside financial institutions representing approximately 20%*.

   The Group's strategic ambition is to accelerate the transformation of electronic payments in Europe by leveraging an integrated value proposition covering merchant acquiring, transaction processing, issuing, value added services and digital services. This positioning enables Worldline to capture the structural growth of the European payments market, which is estimated to grow at a 4%-5% Compound Annual Growth Rate (CAGR) through 2030.

   By integrating these capabilities, Worldline has become a partner of choice for companies looking to penetrate the European market.

2. An increasingly segmented market and a structured client approach

   The payments market is evolving towards greater specialization, driven by the digitalisation of usage, changing consumer behaviours and the increasing fragmentation of payment methods. In this context, Worldline has structured its organisation based on its four main customer segments.

   The SMB business represents a key growth driver and Worldline has established a strong market presence in Switzerland, Benelux, Germany, Austria, CEE, Nordics and Southern Europe. The company is supporting SMBs in the digitalisation of their payment journeys, both in-store and online, through integrated and omnichannel solutions.

   In the large enterprise segment, Worldline offers payment solutions capable of managing complex omnichannel journeys, handling a wide range of payment methods, and seamlessly integrating into merchant ecosystems.

   Global Commerce encompasses Travel and Hospitality, and pure e-commerce global players. It continues to benefit from rising international travel, higher volumes of hospitality payments and the expansion of large digital platforms.

   Worldline is offering global payment acceptance, multi-payment-method coverage, and optimised cross-border performance.

   In Financial Services Worldline is providing resilient processing capabilities, comprehensive multi-rail support, tokenisation services, account-to-account payment solutions and fraud-management solutions to safeguard transactions. This end-to-end value proposition helps financial institutions to manage growing regulatory and operational complexity.

   These four dedicated commercial divisions enhance effectiveness, reduce time-to-market and improve service quality.

3. A new strategic plan focused on refocusing and performance

   In 2025, Worldline unveiled a new strategic plan during its Capital Markets Day, aimed at restoring a sustainable and profitable growth trajectory while reinforcing operational and financial discipline. This plan is built around three core elements: a focused portfolio, a transformation plan ("North Star 2030") and a new go-to-market strategy.

   1. Refocusing the business portfolio

      Worldline has decided to refocus on Europe and on its core payment activities, while divesting non-core assets with limited synergies.

      This strategic refocus began with the announced disposal of four non core activities in 2025: MeTS (Mobility & Transactional Web Services), Worldline's North American business, the Electronic Data Management activity (formerly

      Cetrel Securities) and PaymentIQ. In 2026, agreements for the divestment of three additional activities were signed - MS Worldline India, Worldline New Zealand, and ANZ Worldline JV Australia - thereby largely concluding the portfolio pruning program, with remaining transactions to be closed.

      This geographic, customer and product refocusing strengthens the Group's market positioning and paves the way for sustainable long-term growth.

      Indicatively, the deconsolidation of these activities is expected to have an annualised impact on Group revenue, adjusted EBITDA and free cash flow of approximately C900 million, C200 million and C55 million, respectively.

      * Excluding MTS, Worldline North America, Cetrel, PaymentIQ, MS India, MS New Zealand and the ANZ Worldline JV in Australia

   2. Ths "North Star 2030" transformation plan

      Converge platforms and automate operations

      55%

      of North Star 2030

      Adj. EBITDA Contribution

      The North Star 2030 transformation plan aims to streamline the company with a focus on operational excellence, robustness, simplification, digital innovation, and customer-centricity. This transformation plan is structured around four fundamental pillars.

      Simplify

      and streamline the operating model

      5%

      of North Star 2030

      Adj. EBITDA Contribution

      • Simplify the operating model:

        
        
        
        
        

        Organisational simplification is a cornerstone of the transformation strategy and is built on three key components: simplifying the go-to-market organisation to create strong segment focus, improving technology model to become partner of choice for merchants and financial institutions and optimising corporate functions.

        
        
        
        
        

      • Converge platforms to already selected and renewed technological stack, while automatising operations: The objective is to converge all payments applications to Worldline well invested and modernised target

        
        
        
        
        

        landscape using the Group's Sovereign Private Cloud and leading public cloud platforms. Harnessing Gen AI and automation will optimise operations, risk management, tech development, and accelerate time to market. These actions will drive significant savings through improved asset turn.

      • Intsgrats opsrations lsvsraging sxisting Worldlins Global Compstsncs Csntsrs (GCC) to support Wsstsrn European operations:

        Worldline plans to evolve the GCCs to innovation hubs where the company will build critical payment talent pools, drive automation, Gen and agentic AI at scale.

      • Enhance commercial performance:

        The goal is to empower teams to capture new revenue opportunities and deepen customer relationships.

        Intsgrats operations through GCCs

        20%

        of North Star 2030

        Adj. EBITDA Contribution

        Growth through efficiency and revenue management

        20%

        of North Star 2030

        Adj. EBITDA Contribution

        North Star plans to deliver €210M of additional recurring Adj. EBITDA

   3. A selective growth strategy

      Merchant Services' go to market strategy focuses on gradually improving growth by scaling investments in SMBs, increasing wallet share with Tier-1 retailers through acquiring and omnichannel solutions, and leveraging Global Commerce innovation to drive differentiation and targeted upsell.

      Worldline plans to ramp up its sales efforts towards Financial Institutions to unlock the growth potential of this segment.

      Over the past five years, the company has built a future-ready technology stack, delivering two fully cloud-based and API enabled environments across all key payment processing solutions. The group's comprehensive hosting options through both a sovereign private cloud and leading public cloud platforms remain a key differentiator for European financial institutions. Worldline also plans to improve sales execution, expand into new segments, and enhance service to restore growth.

   4. Balance sheet strengthening with capital increase completed in April 2026

      On March 31, 2026, Worldline announced the success of its c.C392 million share capital increase with preferential subscription rights, marked by a subscription rate of approximately 121%. This transaction was part of the

      c.C500 million capital increase announced at the November 2025 Capital Markets Day, together with the reserved capital increase of c.C108 million which was completed early March 2026.

      This transaction received strong support from Worldline's core shareholders (BNP Paribas, Bpifrance Participations and Crédit Agricole S.A.) as well as from a new investor, Banque Fédérative du Crédit Mutuel. These four institutions hold approximately 37% of Worldline's capital.

      Following the successful C500M capital raise and the proceeds from divestments (C590-640M expected in 2026), Worldline has significantly strengthened its balance sheet and liquidity profile. The Group is thus in a strong position

      to implement its North Star 2030 transformation plan and confirms its target to reach a net debt to adjusted EBITDA multiple below 2x by end-2026.

      In addition, a reverse share split at a ratio of one new share for forty existing shares will be carried out after this General Meeting in order to restore a more normal number

      of shares, reduce share price volatility, support a new stock market dynamic, and improve the market perception of the Company's shares.

      2030 Ambition*

      (KPIs and drivsrs)

      
      
      

      2030 Targets

      Match and beat market growth*

      (c.4% revenue CAGR between 2027 and 2030;

      of which 5% in 2030)

      Full benefit of North Star 2030 plan*

      (C900M+ Adj. EBITDA)

      33-40% FCF

      conversion*

      (C300M to C350M FCF)

      * Conversion of adjusted EBITDA to FCF.

      Our North Star 2030 transformation plan establishes clear 2030 financial targets that demonstrate the value creation potential of our strategic initiatives:

      The revenue growth trajectory forecasts over C4.7 billion by 2030. This growth strategy factors approximately 4% average annual growth rate over the period

      2027-2030, while progressively accelerating along the plan.

      Over C900 million in adjusted EBITDA in 2030. The trajectory forecasts an acceleration of the benefits from our North Star 2030 plan, delivering c.C210m positive full-year EBITDA impact by 2030.

      Our long-term financial model demonstrates strong EBITDA conversion in free cash-flow improvement to reach C300-350 million by 2030. This transformation reflects the culmination of our operational improvements, platform convergence, cost optimization, and revenue enhancement initiatives.

      These projections are based on conservative assumptions about market growth and our ability to capture value from our strategic investments while maintaining operational and financial discipline**.

   5. Conclusion

      Focused scope of the company, staged execution, leverage on already proven initiatives and renewed management team will support the successful delivery of North Star 2030 to achieve Worldline's transformation and restore strong cash flow generation.

      * Excluding MTS, Worldline North America, Cetrel, PaymentIQ, MS India, MS New Zealand and the ANZ Worldline JV in Australia

      ** Please also refer to the 2025 Universal Registration Document, in particular Section D3 on risk factors.

4. Technology: control and critical infrastructure

   Worldline operates large-scale IT infrastructures designed for critical and regulated payment activities. Approximately 85% of Group transactions are processed on European infrastructures, ensuring high levels of availability, security and regulatory compliance.

   The Group owns most of its technological assets as well as the full associated intellectual property rights, covering software, platforms, databases, patents, trademarks and know-how. This control ensures full strategic autonomy, limits dependency on third-party providers and represents a key asset in a highly regulated environment.

   Worldline follows a hybrid cloud strategy built on the principle of "right hosting"- matching each application and workload to the most appropriate environment based on regulatory, customers and cost requirements. This model includes Worldline sovereign private cloud, Worldline's

   
   
   
   
   
   
   

   in-house cloud platform specifically designed for critical and regulated payment activities, offering high availability, strong security, and full control over data location and operations.

   
   
   
   
   

   This existing hybrid infrastructure is unique in Europe and would take years to be built from scratch. This approach enables Worldline to remain agile in its hosting value proposition based on customer and regulatory requirements, avoiding the constraints of a rigid, one-size-fits-all model.

5. Worldlins's compstitivs strsngths

Worldline benefits from a unique positioning across the entire payments value chain, from merchant acquiring to transaction processing and related value-added services. This integrated coverage enables the delivery of flexible solutions tailored to client needs while reducing reliance on third-party partners. It represents a significant barrier to entry in a sector characterised by high security, regulatory and operational continuity requirements.

Worldline holds leading market positions in Germany, Austria, Belgium, France, Greece, Latvia, Lithuania, and Switzerland. This positioning helps to foster innovation, offer competitive pricing and attract large multinational clients seeking to outsource their payment activities.

Scale allows Worldline to :

• drive innovation,

• be price competitive,

• offer payment acceptance and acquisition services on a multi-local scale,

• attract large multinational clients looking to outsource mission-critical payments activities or other digital data processing services.

Worldline accepts a broad range of payment methods through various devices: Android terminals, Smart POS and Tap-on-mobile. Commercial deployment relies on a dual approach combining strong local presence with

sector-specific expertise, enabling the Group to effectively address the specific needs of different customer segments.

Finally, Worldline benefits from fully controlled intellectual property and predominantly in-house R&D capabilities, ensuring technological autonomy and control over critical payment assets.

‌Corporate Social Responsibility

CSR vision

How Worldline addresses the environmental challenges of a payment services company

Worldline is proud to reaffirm its commitment to Corporate Social Responsibility (CSR) and to transparent, action-oriented sustainability reporting in line with the EU's Corporate Sustainability Reporting Directive (CSRD). Since 2015, Worldline has deployed an ambitious environmental, social and governance (ESG) roadmap through Trust 2020, Trust 2025 and now Trust 2030 our new CSR 5-year

transformation plan designed to ensure responsible practices across our company.

In 2025, Worldline further strengthened this alignment by publishing an updated CSRD-compliant ESG report. This new version includes an updated double materiality assessment based on additional analysis, reflecting both our impacts on people and the environment, and the sustainability-related risks and opportunities that could affect our business. It is also underpinned by the publication of several environmental and social policies, providing a clearer and more structured framework for our commitments, governance and implementation.

Worldline's climate strategy

Worldline recognises the growing importance of sustainable operations and is committed

to continuously improving its performance in addressing global warming

The Group has designed and implemented a low-carbon environmental strategy. Consistent with international guidelines and in alignment with the commitments reached at the Paris UN Climate Change Conference (COP21), our

strategy considers the expectations of stakeholders, including customers in the countries where we operate, as well as civil society.

Worldline has aligned its mid- and long-term CO2 emissions reduction objectives with the Science Based Targets initiative (SBTi), following the GHG Protocol. This includes scope 1

and 2 emissions, covering direct emissions from owned or controlled sources (scope 1) and indirect emissions from purchased electricity, steam, heating, and cooling (scope 2).

Additionally, we address all of scope 3, focusing on CO2 emissions linked to customers and employees, as part of our broader value chain impact.

Driven by our strong climate commitment, Worldline aims to contribute to the objectives of COP21. The company has set a goal to reduce our CO2 emissions by 90% by 2050, reinforcing our dedication to long-term sustainability and environmental responsibility.

To support its decarbonisation trajectory, Worldline also released its climate transition plan for scopes 1 and 2, detailing the levers, milestones and governance required to reduce emissions from our direct operations and purchased energy. In parallel, the company is strengthening its organisation around Green IT to reduce the environmental footprint of its digital and IT activities. This is an area increasingly expected by our customers as they seek ever more decarbonised offerings, and is a key differentiator for Worldline in the payment industry.

Leadership in environmental strategy and action

Since Worldline's IPO in 2014, addressing environmental challenges has been part of the company's priorities.

We continue to play a leading role in this field. In 2025, our CDP A rating reflected Worldline's increased commitment to climate transition and reinforces our position of excellence among the best in our industry. Our EcoVadis score of 84/100, along with maintaining our Platinum Top 1% badge, demonstrates the company's ongoing commitment and innovation in the ESG field.

Worldlins, fully sngagsd in Grssn IT initiativss

Over the past few years, Worldline has intensified its Green IT initiatives around three strategic pillars: production infrastructure, eco-design of IT solutions, and digital workplace.

1. Production Infrastructure. We are committed to minimising the environmental footprint associated with hosting our solutions. We prioritise hosting located in low-carbon intensity zones. Our French data centers comply with ISO 50001 and ISO 14001 standards, and we aim for continuous reduction of our footprint through renewable energy covering 100% of our needs, while strengthening eco-design practices and power usage effectiveness (PUE) optimisation. Our Move to Cloud programme together with our strategic partnerships (e.g. Google) accelerate rationalisation

   while maintaining the highest standards of security and sustainability. This includes energy consumption and CO2 emissions generated by the services sold to our customers.

2. Eco-design of IT solutions. We are working towards the gradual deployment of eco-designed IT solutions,

   integrating ISO 20125 standards throughout the company and training selected individuals within each product team. We design elastic and resilient IT architectures to minimise energy consumption and optimise resource use. Additionally, we rationalise digital services to reduce duplication and improve efficiency. In 2025, we updated our Life Cycle Analyses (LCA) for payment transactions, allowing precise environmental impact assessment and

   targeting a goal of 1g of eqCO2 per transaction, considering evolving usage patterns.

3. Digital workplace. We are working towards a more sustainable digital working environment by reducing the number of smartphones and IT devices through the

   promotion of BYOD and extending equipment lifespan via preventive maintenance and reparability. We prioritise low-carbon footprint devices with eco-design criteria in our procurement processes and optimise our software portfolio by decommissioning obsolete solutions.

   Additionally, we conducted awareness campaigns among employees on AI usage and how to reduce environmental impacts. Topics covered included the creation of AI agents, AI use in coding, and its application in project functions. We also compared the environmental impact of solutions migrated to the cloud, demonstrating the benefits of this approach in reducing our footprint.

   Climate transition plan for scopes 1 and 2

   1

   2

   3

   4

   5

   6

   Guarantee delivery excellence and enhance customer experience

   Endorse ethics and confidence in all our activities

   Foster people development, skills development and engagement

   Promote fairness, diversity and inclusion to boost equality and performance

   Strengthen sustainable procurement practices amongst our suppliers

   Contribute to carbon neutrality

   
   
   

   Our climate transition plan for scopes 1 and 2 by 2030 relies on a structural rationalisation of Worldline's assets through three simultaneous levers: mobility, real estate and IT infrastructure. These include a 25% reduction in vehicle fleet and a reduction in third-party data centers space, along with a 20% decrease in office areas, while excluding buildings with high environmental impacts and heavy vehicles.

   This climate transition plan aims to drastically reduce CO2 emissions linked to mobility, heating buildings and data centers generators, while also improving refrigerant gas management and pushing for 100% renewable electricity use. Our scopes 1 and 2 climate transition plan aims to reduce our CO2 emissions by 42% compared to 2022, in line with our mid-term (2030) SBTi trajectory.

   Regarding scope 3, we have initiated several initiatives to reduce CO2 emissions from our supply chain, business travel and employee commuting. The Green IT initiatives target reducing the CO2 emissions generated by solutions sold to our customers.

   Worldlins's Trust 2030 programms

   
   
   
   
   
   
   
   
   
   
   
   
   
   
   

   In 2025, Worldline launched its new Trust 2030 programme with new ESG goals set for the next 5 years.

   Topic

   Indicator

   Quality s Customer satisfaction

   • Quality score - Contracts' services availability & response

   • Customer Net Promoter Score (NPS)

   Target 2030

   99.99%

   37.5%

   Payment Integrity

   • Percentage of employees in sensitive roles who have completed the annual and updated payment integrity training

   100%

   Attraction s Retention, Training s Skills development

   • Training hours per employee

   • Employee engagement score

   32h

   70%

   Inclusion s Diversity

   • Percentage of women in management positions (level 15 and above)

   33%

   Information security

   • Percentage of significant security incident responses compliant with Worldline security policy

   • Percentage of all expenses assessed by an independent extra-financial third-party assessor

   100%

   Relationship with suppliers

   Climate change mitigation

   80%

   • CO emissions reduction (scopes 1 & 2) compared to 2022

   2

   -42%

   
   
   

   Recognition by top non-financial ratings and ranfiings

   In 2025, Worldlins continuss to bs rscognissd as a leader in its sector by the principal non-financial ratings agencies.

   • CDP : Worldline improved its rating to A.

   • EcoVadis : Worldline achieved a score of 86/100, with a Platinum rating (top 1%).

   • ISS-ESG : Worldline maintained its B- score and Prime status.

   • Axylia : Worldline maintained its A score.

   • Ethifinance : Worldline was recognised for the transparency of its extra-financial information by obtaining a score of 70/100.

Worldline was also recognised by TIME, in partnership with Statista, as one of the World's Most Sustainabls Companiss of 2025, included in the first decile, with a score of 76,6/100. The top-500 ranking uses independent data from 5,000+ firms to assess emissions reductions, social responsibility, transparency and ESG progress.

‌Corporate governance

Executive Committee

The Executive Committee, under the management and the leadership of the Chief Executive Officer, leads and implements Worldline's overall strategy and business ambitions, for the benefit of clients, employees, shareholders and society as a whole.

The Committee is organised as follows:

Pierre-Antoine Vacheron Chief Executive Officer

Anika Grant

Group Chief People Officer

Madalena Cascais Mendes Tome

Group Chief Financial Institutions & Processing Officer

Stsfaan d'Hoors

Group Chief Risk & Compliance Officer

Candice Dillon

Group Chief Technology Officer

Maëlle Lafont de Sentenac

Group Head of Transformation & Performance

Srikanth Seshadri

Group Chief Financial Officer

Charles-Henri de Taffin

Group General Secretary and General Counsel

Caroline Jéséquel

Head of Mobility & e-Transactional Services

‌Board of Directors

Wilfried Verstraete

Président du Conseil d'administration Administrateur indépendant

Rodolfo Savitzky

Administrateur indépendant

Giulia Fitzpatrick1

Administratrice

Aldo Cardoso

Administrateur indépendant

Jérôme Grivet

Administrateur

Agnès Park

Administratrice indépendante

Marie-Christine Lebert

Administratrice salariés

Mette Kamsvåg

Administratrice indépendante

Daniel Schmucki

Administrateur

Nazan Somer Özelgin

Administratrice indépendante

Thierry Sommelet

Administrateur

Sylvia Steinmann

Administratrice indépendante

Mstts Kamsvåg Independent Director

Marie-Christine Lebert Employee Director

Agnès Park Independent Director

Thierry Sommelet Independent Director

Rodolfo Savitzky Independent Director

Nazan Somer Özelgin Independent Director

Sylvia Steinmann Independent Director

(until December 31, 2025)

Wilfried Verstraete Chairman of the Board of Directors Independent Director

Aldo Cardoso Independent Director

Giulia Fitzpatrick1 Director

Jérôms Grivst Director

Daniel Schmucki Director

Michael Stollarz Director

Ksy figurss for ths Board

(until December 31, 2025)

67%

Indspsndsnt Directors

42%

Gsndsr rats

67%

Foreign nationality

14

Members

61

Average age of the Board members

2

Employees Directors

8

Independent

4

Non-Independent

Total

14

Michael Stollarz

Administrateur

Stephan Van Hellemont

Administrateur salariés

Guillaume Arnal

Représentant (titulaire)

du Comité Social et Économique de l'UES Worldline

Stephan Van Hellemont Employee Director

Representative of the Social and Economic Committee

Guillaums Arnal Representative (incumbent) of the UES Worldline Social and Economic Committee

1 On November 6, 2025, the Board of Directors acknowledged Giulia Fitzpatrick's resignation effective from the Board by December, 31st, 2025 in the context of SIX Group's announcement not to participate to the contemplated capital increase of the Company.

‌Key figures for the Board and Committees

As of December 31, 2025

67%*

Indspsndsncs (incl. Chairman)

42%*

Gsndsr rats

67%*

of foreign nationalities

14

Members

61

Average age

Members

Average age

of board members

Board composition and works in 2025**

1

Strategic

seminar

1

External

assessment

Attendance

Meetings

3

Executives sessions

Investment

Committee

Audit and Risks

Committee

Nomination

Committee

Remuneration

Committee

Social and

Environmental Responsibility Committee

Members

Independence

Attendance

Meetings

Members

Members

Members

Members

Independence (incl. Chairman)

Independence

Independence (incl. Chairman)

Independence (incl. Chairwoman)

Attendance

Attendance

Attendance

Attendance

Meetings

Meetings

Meetings

Meetings

* Employee directors are not taken into account when calculating independance and gender diversity, in accordance with the law and the reommendations of the AFEP-MEDEF.

** Until December 31, 2025 (see section E.1.4.1.2 of the 2025 Universal Registration Document on changes proposed at the 2026 General Meeting).

*** The Board also established an Ad Hoc Committee following the press allegations in June 2025. This Committee is composed of 4 independent directors and met 17 times in 2025 with 100% attendance rate (for further details, refer to section E.1.6 of the 2025 Universal Registration Document).

‌Key information about directors

As of May 2, 2026

1

Personal Details Experience Position on the Board of Directors

Name

Age

Gender

Nationality

Number of shares held

Number of corporate

offices in other listed

companies

Independence

Date of first

appointment

End of term of office

Seniority

2

Committee

member

Chairman

AGM

* **

of the Board of Directors

Directors

Employee directors

M 70,000

M 14,000

M 14,000

F 21,000

F 2,000

M 210,000

M 5,250

F 14,000

M 750

F 1,022,500

M 10,997

F 2,8006

M 8 0006

Yes

Yes

No

Yes

Yes

Yes

No

Yes

No7

Yes

No

No

No

2027

AGM 2026

AGM 2027

AGM 2028

AGM 2027

AGM 2028

AGM 2027

AGM 2027

AGM 2026

AGM 2027

AGM 2028

AGM 20264

AGM 20265

R /N /I

AR*/I

I

AR/I

RSE*/ N/R

AR

I*/AR

AR

N/R/I

AR/ RSE

-

R

RSE

AGM: Annual General Meeting

* Chairperson

1 The analysis of the independence of each director is set out in section E.1.4.5. of 2025 Universal Registration Document and updated following the capital increases in particular for Thierry Sommet (see footnote 7 below).

2 As of the Annual General Meeting held on June 11, 2026.

3 Shareholders will be asked to reappoint this director at the 2026 Annual General Meeting.

4 The term of office of Marie-Christine Lebert as employee director will not be renewed at the close of the 2026 Annual General Meeting. The Social and Economic Committee is currently in the process of appointing a new employee director, which is expected to be completed before the 2026 Annual General Meeting.

5 The term of office of Stephan Van Hellemont as employee director was renewed by the European Works Council on 28 November 2025 for a three-year period starting from the 2026 Annual General Meeting.

6 In line with the Board's Internal Rules, employee directors are exempt from the obligation to own Worldline shares.

7 Following the crossing above the threshold of 10% of the Company's share capital and voting rights, the Board of Directors, acting on the recommendation of the Nomination Committee, has therefore decided that Thierry Sommelet should be qualified as a non independent director, in accordance with the recommendations of the AFEP-MEDEF Code. Nonetheless, the Nomination Committee and the Board of Directors highlighted that this qualification was only resulting from the strict application of the formal quantitative criterion resulting from the 10% threshold crossing. Indeed, Bpifrance Participations does not exercise control over the Company, no conflict of interest has been identified, and Thierry Sommelet has consistently acted, and continues to act, in the exclusive interest of the Company, with the rigor and independence of judgment that have characterized his mandate.

‌Directors' sfiills

As of December 31, 2025

Operational and management responsabilities

Variety of profiles

Diversity of origins

Complementarity and robustness expertise

Expertise

• Management

• International

• Governance

• Strategy / Investment

• Audit / Risks

• Finance

• IT / Digital / Tech

• Transformation / Restructuration

• HR

• CSR

• Compliance / Regulatory

Business Sectors

• Payment services

• Banking / Insurance

• IT / Technology

• Retail

• Investment

• Industry / Factory

es

Expertis

Management

International

Governance

Strategy/Investment

Audit/Risks

Finance

IT/Digital/Tech

Transformation/ Restructuration

HR

CSR

Compliance/ Regulatory

Payments Services

Banking/Insurance

IT/Technology

Retail

Investment

Industry/Factory

Sectors

Wilfried

Verstraete

% per skill 100% 100% 97% 93% 87% 87% 80% 100% 90% 80% 87% 83% 83% 83% 83% 77% 70%

The methodology is based on a combination of assessments (using internal and external analysis) of profiles in terms of their skills, certification, experience and background,

their contributions to the work of the Board and Committees, feedback from the Board's assessment exercise, completed with an external firm this year and cross-referenced with a self-assessment exercise.

‌Selection process of Directors

In accordance with article 9.3.1 of the Board's Internal Rules, the Nomination Committee has a special procedure for selecting and appointing directors (in particular independent directors). This procedure summarized hereunder is in line with the highest corporate governance standards. It takes into account the diversity policy defined each year by the Board of Directors, upon recommendation of the Nomination Committee, as presented above and the competence needs.

When looking to recruit new Board members, the Nomination Committee first assesses the complementarity of the skillsets, experience, expertise and diversity of the existing Board

of Directors. It then identifies those particular skills and diversity that will have the most impact on the collegiality, complementarity and effectiveness of the Board of Directors. In determining the appropriate profile for the new member, the Nomination Committee looks in particular at:

• the proportion of independent directors;

• appropriate representation of shareholders and strategic partners;

• the diversity policy of the Board of Directors; as well as

• the expectations of the Board of Directors itself as expressed in its annual self-assessment of its composition and functioning.

  Once the need for a new director has been identified, appropriate procedures are put in place by the Nomination Committee, in consultation with the Chairman of the Board of Directors and the support of the Secretary of the Board, and if necessary, an external consultant, to determine the process and timeline, define the profile, identify potential candidates and proceed with their selection.

  Interviews with these candidates are then conducted, particularly with members of the Nomination Committee, with a view to making a recommendation to the Board of Directors. The Nomination Committee ensures that the candidate's profile is in line with the sought-after skills and experience, as well as their availability, absence of conflicts of interest, and, if applicable, independence in accordance with the criteria defined in the AFEP-MEDEF Code.

  
  
  
  
  
  
  
  
  
  
  

  The Board of Directors reviews the work of the Nomination Committee, meets on the candidate(s) proposed by the Committee, deliberates and proposes, where appropriate, its appointment of the selected candidate as a director

  
  
  

  for approval by the Shareholders' Meeting. Exceptionally and under certain conditions, the Board of Directors may co-opt directors, subject to subsequent ratification by the shareholders at the next following meeting.

  Additionally, a specific selection process exists for directors representing employees and shareholders in accordance with Article 16 of the Company's Bylaws. The first employee director is appointed by the Company's Social and Economic Committee, while the second is appointed by the European Works Council. The employee shareholder representative director is elected by the Shareholders' Meeting from among the candidate or candidates designated by the employee shareholders. In fact, the supervisory boards of mutual investment funds must notify the Chairman of the Board

  of Directors of the identity of the candidate or candidates elected within their ranks prior to the Shareholders' Meeting. The Board of Directors may decide to recommend the appointment of a candidate to the Shareholders' Meeting.

  
  
  

  Director selection process

  1

  Process

  • Determination of the envisaged selection process.

  • Support from external firm if necessary.

  • Setting of the timetable.

2

Profile

• Assessment of the complementarity of skills, experience and expertise within the Board in accordance with the defined diversity policy.

• Definition of needs.

• Definition of the profile sought.

  3

  Candidatures

• Establishment of procedures by the Nomination Committee to determine the

  process for selecting candidates.

• Review of the candidatures.

• Identification of potential candidates with a view to selection.

  4

  Selection

• Interviews with selected candidates by the Nomination Committee.

• Review of the suitability with the profile sought

  and defined at the beginning of the selection process.

• Review of the availability, absence of conflicts of interest and independence, where applicable,

  of the selected candidates.

• Recommendation of the Nomination Committee to the Board of Directors.

  5

  Decision

• Review by the Board of Directors of the candidates selected by the Nomination Committee.

• Deliberation by the Board of Directors on the selected candidates.

  ⟶ Proposal for appointment by the Shareholder's Meeting.

  ⟶ Co-optation by the Board of Directors and proposed

  ratification by the Shareholder's Meeting.

  Board

  of Directors

  Investment Committee

  Audit s Risks Committee

  Nomination Committee

  Remuneration Committee

  Social and Environmental Responsibility Committee

  ‌Board and Committee's Meetings attendance in 2025

  Wilfried Verstraete (Chairman)	100%	100%	-	100%	100%	-
  Aldo Cardoso	95%	100%	100%	-	-	-
  Giulia Fitzpatrick	100%	-	-	100%	100%	100%
  Olivisr Gavalda1 & 2	100%	-	-	-	-	-
  Jérôms Grivst3	88%	33%	-	-	-	-
  Mstts Kamsvåg	95%	100%	100%	-	-	-
  Marie-Christine Lebert	100%	-	-	-	100%	-
  Agnès Park	95%	-	-	100%	100%	100%
  Rodolfo Savitzky4	79%	-	86%	-	-	-
  Daniel Schmucki	86%	100%	83%	-	-	-
  Nazan Somer Özelgin	100%	-	100%	-	-	-
  Thierry Sommelet	95%	80%	-	89%	83%	-
  Sylvia Steinmann	90%	-	100%	-	-	100%
  Dr. Michael Stollarz	90%	-	-	-	-	-
  Stephan Van Hellemont	90%	-	-	-	-	100%

  
  
  

  Individual attsndancs* 94% 73% 95% 96% 96% 100%

  * These tables show the attendance rates for the Board of Directors' standing committees. They do not include the Ad Hoc Committee, which was created on a temporary basis and for which the overall attendance rate was 100% in 2025.

  1 Term of office ended on April 23, 2025.

  2 Olivier Gavalda was unable to attend the Investment Committee meetings during the first quarter of 2025.

  3 Jérome Grivet's term of office took effect on April 23, 2025, following his co-optation by the Board of Directors to replace Olivier Gavalda. His average attendance at the Investment Committee is based on a total of three meetings held since his cooptation in 2025.

  4 Term of office took effect at the end of the General Meeting of June 5, 2025.

  
  
  

  ‌Worfis of the Board of Directors in 2025

  
  
  
  
  
  
  
  
  
  
  
  
  
  
  

  Strategy Performance and finance Audit, risks and compliance

  • Review of Group strategy and positioning, market trends and the competitive landscape as well as the portfolio

  • Refocusing on the Group's strategic activities and pruning strategy

  • Preparation work for the Capital Markets Day

  • Preparation work for the contemplated capital increase

  • Implementation of the Group's transformation plan (North Star 2030)

  • Review of the IT strategy

  • Development of Crédit Agricole's partnership

  • Follow-up of the implementation of the CSR and climate change strategy

  • Review of the Group's business, economic situation and performance, in particular with regard to predefined criteria as well as the market and competitors

  • Group performance and activities

  • Analysis of the financial and extra-financial performance

  • Review of debt and financing strategy (cash pooling)

  • Renewal of the EMTN program

  • Bond issuing in the context of the EMTN program

  • Implementation of a share purchase program

  • Financial communication

  • Review and closing of the annual and consolidated financial statements for 2024 and the consolidated half-yearly financial statements for 2025

  • Review of performance and forecasts as well as guidance

  • Review of the budget and disinvestment project objectives

  • Review of the high-risk merchants (HBR) portfolio

  • Review of the compliance and the risk-management framework

  • Review of the mapping of the Group's major risks, its evolutions with actions and mitigation plans

  • Mapping of anti-corruption risks

  • Internal control and internal audit

  • Monitoring specific risks

  • Monitoring regulatory matters and key interactions with regulators

  • Monitoring the Group's compliance initiatives: prevention and detection of corruption and influence peddling

  
  
  

  Ethics and CSR Govsrnancs Compensation and human resources

  • Review of the 2025 CSRD sustainability report and Double Materiality Matrix

  • Review of the climate strategy and climate transition plan (scopes 1 & 2)

  • Review of TRUST 2025 results and definition of TRUST 2030 objectives

  • Review of Green IT policy and Green Building policy

  • Review of the HR support on the North Star transformation plan

  • Review of Diversity and Disability action plan

  • Review of Great Place to Work results and action plan

  • Follow-up of the Group's actions with regards to ethics

  • Review of the Board and Committees' composition and structure

  • Selection process for the Chief Executive Officer

  • Review of the structure and composition of the Executive Committee

  • 2025 internal assessment and 2026 external assessment of the Board of directors and its committees

  • Review of the diversity and non-discrimination policy within the Board of Directors and management bodies

  • Monitoring of the constant improvement plan of the Board's functioning

  • Review of the succession plan

  • Monitoring of the shareholders and proxies dialogue

  • Definition of the 2025 compensation policy applicable to Company officers

  • Assessment of the 2024 targets for the variable compensation of Executive Company Officers

  • Allocation of performance shares to employees and Executive Company Officers

  • Works on the HR strategy

  • Works on the new employee share ownership plan (Asteria)

  • Monitoring of the Group's talents management

  ‌Composition, fiey figures and worfis of the Committees in 2025

  Audit and Risks Committee

  6

  members

  83%

  independence rate (including the Chairman)

  11

  meetings

  95%

  Attendance rate

  Composition (Articlss 9.2.4 and 9.3.3 of ths Board's Intsrnal Rulss)

  The Audit and Risks Committee may have up to six members. In accordance with the recommendations of the AFEP-MEDEF Code, at least two-thirds of such members must in principle be appointed from amongst the independent Board members.

  
  
  

  On December 31, 2025,the Audit and Risks Committee had the following members:

  Composition	Independence*	Quality	First appointement	Attendance rate
  Aldo Cardoso	Yes	Chairman	June 13, 2014	100%
  Mette Kamsvåg	Yes	Member	April 30, 2019	100%
  Rodolfo Savitzky	Yes	Member	June 5, 2025	86%
  Nazan Somer Özelgin	Yes	Member	June 13, 2024	100%
  Sylvia Steinmann	Yes	Member	June 13, 2024	100%
  Daniel Schmucki	No	Member	March 19, 2020	83%

  * Independence within the meaning of the AFEP-MEDEF Code, as assessed by the Board of Directors upon recommendation of the Nomination Committee.

  	Composition	Quality	Type	Date
  Changes in 2025	Rodolfo Savitzky	Member	Nomination	June 5, 2025

  Review of 2025

  
  
  

  In 2025, the Audit and Risks Committee notably addressed the following matters:

  • the 2024 annual and consolidated financial statements;

  • the 2025 half-yearly financial statements;

  • the related draft financial press releases;

  • the 2025 forecasts and their adjustments;

  • the budget;

  • the forward-looking management documentation;

  • the Group's exposure to inflation and increasing energy costs and related scenarios regarding the Group's financial trajectory;

  • the annual work plan of the Group's Internal Audit department and its internal audit reports;

  • the review of the high-risk merchants portfolio (HBR);

  • the review of the risk and compliance framework, the risk appetite and Worldline's risk management, the Group's risk mapping (in particular risks associated with the Worldline's activity and environment, merchant risks, most critical contracts, cyber environments, compliance, as well as major litigation and provisions) and the organisation of the Risks, Resilience and Security department and the action and mitigation plans;

  • the anti-corruption risk mapping and the organisation of the compliance department as well as the compliance roadmap with regular updates;

  • the organization, framework and roadmap of compliance especially for combating financial crime, notably money laundering;

  • the review of the debt and financing status of the Group as well as the implementation of associated financial transactions;

  • regulatory matters (including interactions with regulators, audits and action plans);

  • review of CSRD matters, in particular the sustainability report in coordination with the Social and Environmental Responsibility Committee; and

  • the budget for audit fees for Statutory Auditors.

    The Committee heard the interim and final reports of the Statutory Auditors on the half-year and annual financial statements, as well as the reports on their other work carried out as part of their statutory audit assignment.

    
    
    
    
    

    Nomination Committee

    4

    members

    75%

    independence rate

    8

    meetings

    96%

    Attendance rate

    
    
    
    
    
    
    

    Composition (articls 9.3.1 of ths Board's Intsrnal Rulss)

    
    
    

    The Nomination Committee has at most five members, most of whom must be independent directors. It does not include any Executive Officer. The Committee's members shall be appointed by the Board of Directors from amongst its members and taking into account, in particular, their independence, experience and expertise.

    The terms of office of Nomination Committee members run alongside their terms of office as Board members. They may be reappointed to the Committee at the same time as they are reappointed to the Board of Directors.

    The Chairperson of the Nomination Committee is appointed by the Board of Directors.

    The Committee's Secretary may be any person appointed by the Chairperson of the Committee or with the Chairperson's approval.

    
    
    

    The Nomination Committee had the following members, on December 31, 2025:

    Composition	Independence*	Quality	First appointement	Attendance rate
    Giulia Fitzpatrick	No	Chairwoman	June 13, 2024	100%
    Wilfried Verstraete	Yes	Vice-Chairman	March 20, 2024	100%
    Agnès Park	Yes	Member	June 13, 2024	100%
    Thierry Sommelet	Yes	Member	October 28, 2020	89%

    * Independence within the meaning of the AFEP-MEDEF Code, as assessed by the Board of Directors upon recommendation of the Nomination Committee.

    Composition

    Giulia Fitzpatrick

    Quality

    Chairwoman

    Type

    Date

    Resignation December 31, 2025

    Review of 2025

    Changes in 2025

In 2025, the Nomination Committee notably addressed the following matters: