general
meetings

 

Live broadcasting of the Annual Meeting
on Tuesday June 9, 2020 at 10:30 a.m. (Paris time)

In English | In French

(with a replay subsequently available)

 

Combined General Meeting – June 9, 2020, 10:30 a.m.
(Paris time)

 

Location: Worldline – River Ouest Building, 80 Quai Voltaire – 95870 BEZONS (Auditorium Conference Room)

Disclaimer : taking into account the evolving context linked to the coronavirus pandemic (Covid-19), in particular the maintenance of the state of health emergency in France, and in accordance with the provisions of article 4 of the order n°2020-321 dated March 25, 2020 and the decree n°2020-418 dated April 10, 2020, the Combined General Meeting of Worldline of June 9, 2020 will be held behind closed doors (à huis clos), without the physical presence of shareholders.

In this context, shareholders can only exercise their voting rights remotely (directly or by granting proxy) and in advance of the General Meeting. Shareholders are invited to regularly consult the section dedicated to the 2020 General Meeting and in particular, the section dedicated to the voting methods for more details.

 

 

How to participate to our General Meeting?

Disclaimer : taking into account the evolving context linked to the coronavirus pandemic (Covid-19), in particular the maintenance of the state of health emergency in France, and in accordance with the provisions of article 4 of the order n°2020-321 dated March 25, 2020 and the decree n°2020-418 dated April 10, 2020, the Combined General Meeting of Worldline of June 9, 2020 will be held behind closed doors (à huis clos), without the physical presence of shareholders.

In this context, shareholders can only exercise their voting rights remotely (directly or by granting proxy) and in advance of the General Meeting. 

In accordance with the AMF’ (Autorité des marchés financiers) communiqués dated March 6 and March 27, 2020 relating to the general meetings of listed companies in the context of the Covid-19, shareholders are already invited to use the means made available to them to participate remotely and in advance, without being physically present, in this General Meeting:

  • by voting online;
  • by voting by postal mail;
  • by giving proxy to the Chairman of the General Meeting; or
  • by giving proxy to any other person of your choice.

The meeting being held behind closed doors, shareholders will be unable to obtain admittance cards. In addition, shareholders will not be able, during the meeting, to raise questions orally, amend resolutions or propose new resolutions during the meeting and the deadline for receiving notifications of designation or revocation of proxy will be more restrictive.

The General Meeting will be broadcasted live, both in French and in English, with a replay subsequently available, on the General Meeting section on the Company’s website, at the following address: www.worldline.com/investors/annual-general-meeting.

  • See detailed methods to participate remotely

     

    Any shareholder, regardless of the number of shares owned, may participate in the General Meeting either:

    • by voting directly online;
    • by voting (directly or by proxyholder) by postal mail;
    • by giving proxy to any person (whether a natural or a legal person) of their choice under the conditions provided for by Article L.225-106 of the French Commercial Code;
    • by giving proxy to the Chairman of the General Meeting. It is specified that for any proxy without the name of a beneficiary, the Chairman of the General Meeting shall issue a vote in favor of adopting any draft resolution submitted or approved by the Board of Directors, and a vote against adopting any other draft resolution.

     

    Conditions to participate in this Meeting:

    • the owners of registered shares must give evidence of such capacity by the registration form on the second business day prior to the General Meeting, i.e. on June 5, 2020, at 0:00 Paris time;
    • the owners of bearer shares shall give evidence of their identity and their capacity as shareholder on the second business day prior to the General Meeting, i.e. on June 5, 2020, at 0:00 Paris time by sending to the Société Générale - Département Titres et Bourse – Service des Assemblées – SGSS/SBO/CIS/ISS/GMS – 32, rue du Champ de Tir – CS 30812 – 44308 Nantes Cedex 3 or to the registered offices of the Company – Worldline, Legal Department, River Ouest, 80, Quai Voltaire – 95877 Bezons Cedex, a certificate justifying their ownership of the shares (“ attestation de participation”) delivered by their bank or broker.

    A shareholder who has selected his/her means of participation to the General Meeting may nevertheless sell part or all his/her shares afterwards.

    In such case:

    • if the sale occurs before the second business day prior to the meeting (at 0:00 Paris time), the Company shall invalidate or change accordingly the vote expressed, the proxy given, the admission card or the “attestation de participation” and, for such purpose, in the case of bearer shares, your bank or broker must notify the sale to the Company or its proxy and provide relevant information;
    • if the sale occurs after 0:00 Paris time, on the second business day prior to the meeting, the sale does not have to be notified by your bank or broker or considered by the Company, notwithstanding anything to the contrary.

     

    Exercising the right to vote

    Due to the situation brought about by the Covid-19 pandemic, the mail postal delays may be lengthened, shareholders are thus strongly encouraged to opt for the online participation, in advance of the meeting, by voting or giving proxy online via the Votaccess secure website, under the conditions hereinafter described.

    The Votaccess website will be open from 9:00 a.m. (Paris time) on May 25, 2020.

    The possibility to vote online in advance of the meeting will expire at 3:00 p.m. (Paris time) on the day preceding the General Meeting, i.e. on June 8, 2020 at 3:00 p.m. (Paris time).

    The possibility to give proxy online to the Chairman or to any other person will expire on June 5, 2020.

    To avoid overloading the dedicated site, we recommend that you do not wait until the last day to vote.

     

    Vote or give proxy online:

    Vote online

    In accordance with the provisions of Article R.225-61 of the French Commercial Code, Worldline provides the shareholders with a secure and dedicated website to vote online in advance of the General Meeting under the following conditions:

    1) Owners of registered shares: You should log onto the secure www.sharinbox.societegenerale.com website using your usual previously communicated login information. You should then select the Worldline’s Shareholders Meeting in your list of transactions in progress on the home page. Follow the instructions and then click on “Vote” in the voting rights section. You will then be redirected automatically to the voting website. If you have lost or forgotten your login information, simply click on “Get your codes” on the login page.

    2) Owners of bearer shares: You should log onto the web portal of your bank or broker, with your usual login information, to connect to the Votaccess site and vote. You simply click on the icon displayed on the line corresponding to your Worldline shares. You will only be able to vote in this way if your bank or broker is a member of the Votaccess system.

    The Votaccess website will be open from 9:00 a.m. on May 25, 2020 until 3:00 p.m. on June 8, 2020 (Paris Time). To avoid overloading the dedicated site, we recommend that you do not wait until the last day to vote.

    Give proxy online to the Chairman of the Meeting or any other person of your choice

    In accordance with Articles R.225-61 and R.225-79 of the French Commercial Code, shareholders may address the form for designating or revoking the proxy holder by electronic means, according to the following process:

    1)    Registered shareholders:

    • You should log onto the secure www.sharinbox.societegenerale.com website using your usual previously communicated login information; or
    • You must send as an attachment to an email, with an electronic signature, obtained by yourself and certified by an authorized third party as per applicable legal and regulatory requirements to the following email address: assemblee-generale@worldline.com, a scanned copy of the form signed and indicating your first and last name, address and Société Générale user name for the owners of registered shares (information which can be found at the top left corner of your shareholder’s statement) or your user name with the financial intermediary for the owners of administered registered shares, as well as the first and last name, address of the designated or revoked proxy.

    2)    Bearer shareholders:

    • You should log onto the web portal of your bank or broker, with your usual login information, to connect to the Votaccess site;
    • You must send as an attachment to an email, with an electronic signature, obtained by yourself and certified by an authorized third party as per applicable legal and regulatory requirements to the following email address: assemblee-generale@worldline.com, a scanned copy of the form signed and indicating your first and last name, address and username with your bank or broker, as well as the first and last name, address of the designated or revoked proxy along with a scanned copy of your “attestation de participation” from your bank or broker, and you must ask your bank or broker to send a written confirmation (by mail or e-mail) to Société Générale – Département Titres et Bourse – Service des Assemblées – SGSS/SBO/CIS/ISS/GMS – 32 rue du Champ de Tir – CS 30812 – 44308 Nantes Cedex 3.

    The Company shall only take into account the notifications of designation or revocation of proxy which shall be dully signed, filled and received at the latest on June 5, 2020.

    The forms for designating or revoking the proxy as well as the voting instructions, may be addressed by electronic means at the following address: assemblee-generale@worldline.com. Any other request or notification related to another topic will not be taken into account or processed.

     

    Vote or give proxy by postal mail

    A meeting notice, comprising the  form to vote or five proxy by postal mail will be automatically sent to all the registered shareholders.

    Bearer shareholders shall ask their bank or broker to obtain this form, at the latest 6 days before the meeting. They will be provided with this form, as well as the documents provided by law.

    Vote by postal mail

    Votes by postal mail or by proxy shall only be taken into account if the forms are dully filled and signed (with the justification of share ownership enclosed), received at the latest on June 6, 2020, at:

    • Société Générale – Département Titres et Bourse – Service des Assemblées – SGSS/SBO/CIS/ISS/GMS – 32, rue du Champ de Tir – CS 30812 - 44308 Nantes Cedex 3; or
    • The Company’s registered offices – Worldline, Legal Department, River Ouest, 80, Quai Voltaire – 95877 Bezons Cedex.

    Give proxy by postal mail to the Chairman or to any other person of your choice

    The Company shall only take into account the notifications of designation or revocation of proxy which shall be dully signed, filled and received at the latest on June 5, 2020.

    The General Meeting being held behind closed doors, the beneficiary (other than the Chairman) will not be able to physically attend the General Meeting and will only be able to only vote in your name remotely, by sending the form available on the Company’s website:

    Votes of the beneficiary shall only be taken into account if the forms are dully filled and signed, received by the Company or by the Société Générale at the latest on June 6, 2020 (for the vote by postal mail) or on June 8, 2020 at 3:00 p.m. (Paris time) (for the vote online).

    Exceptional possibility to select another means of participation in the General Meeting:

    According to the provisions of Article 7 of decree n°2020-418 dated April 10, 2020 and by way of derogation from Article R.225-85, III of the French Commercial Code, a shareholder who shall already have voted by mail, sent a proxy, or asked for his/ her admission card or his/her “attestation de participation” for the General Meeting, shall be able to select another means of participation. In such case, the instructions must be received by the Company at the latest on the fourth day prior to the date of the General Meeting, i.e. on June 5, 2020, and, if applicable, the previous instructions received will then be revoked.

 

Live broadcasting of the Meeting

the General Meeting will be broadcasted live (both in French and in English) on Tuesday June 9, 2020 at 10:30 a.m. (Paris time), with a replay subsequently available, on the General Meeting section of the Company’s website, at the following address: www.worldline.com/investors/annual-general-meeting.

 

Preliminary Documents for the Combined General Meeting

As per applicable legal and regulatory provisions, the documents and information for the listed in particular in Article R.225-73-1 of the French Commercial Code, are made available to the shareholders, on the Company’s website at the following address: www.worldline.com, in the “Investors” section.

The shareholders can request a copy of the documents and information concerning the Combined General Meeting as notably provided for by Article R.225-83 of the French Commercial Code and that are not available on the Company’s website, within the legal deadlines and under the applicable conditions, by sending a request at the following email address: assemblee-generale@worldline.com or by sending a request at the address of the Company’s registered offices.

According to the provisions of Order n°2020-321 dated March 25, 2020, such communication can regularly be effected by electronic means, provided that the shareholder indicates in his/her request the electronic address at which it can be made. Shareholders are thus encouraged to communicate their electronic address at the time of any request.

Due to the situation brought about by the Covid-19 pandemic, the mail postal delays may be lengthened, shareholders are thus strongly encouraged to communicate their electronic address at the time of any request.

 

Written questions:

Written questions, as mentioned in the 3rd subparagraph of Article L.225-108 of the French Commercial Code, may be submitted, at the latest on the fourth business day before the date of the General Meeting, i.e. on June 3, 2020:

  • To the Company’s registered offices (River Ouest, 80, Quai Voltaire – 95877 Bezons Cedex), by registered mail with acknowledgement of receipt (for the attention of the Chairman of the Board);

or

Due to the situation brought about by the Covid-19 pandemic, the mail postal delays may be lengthened, shareholders are thus strongly encouraged to send any written question at the aforementioned email address.

 

In order to be taken into account and to lead, as the case may be, to an answer during the General Meeting, a certificate of registration either in the registered shares records or in the records of the bearer shares held by a bank or broker must accompany the written question, pursuant to Article R.225-84 of the French Commercial Code.

It is specified that the written questions may be answered directly on the Company’s website, at the following address: www.worldline.com, in the “Investors” section.

Please note that, exceptionally, as the General Meeting will be held behind closed doors, shareholders will not be able to raise questions orally, amend resolutions or propose new resolutions during the meeting.

For further information or questions, please contact the Investors Relations Department.

 

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