general
meetings

 

Live broadcasting of the Annual Meeting
on Thursday May 20, 2021 at 2:30 p.m. (Paris time)

To access the live broadcast of the AGM, please click on the following links:

In English | In French

(with a replay subsequently available)

 

COMBINED GENERAL MEETING – MAY 20, 2021 at 2:30 P.M.
(PARIS TIME)

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

Disclaimer: In accordance with the measures adopted by the Government to limit the Covid-19 spread, and in accordance with the provisions of the France’s Order n°2020-321 of March 25, 2020 modifying the rules governing Meetings and deliberations of Shareholders’ Meetings and the governing bodies of legal entities and private law entities without legal personality due to the Covid-19 pandemic, as amended by Order n° 2020-1497 of December 2, 2020, supplemented by Decree n°2020-418 of April 10, 2020 and Decree n°2020-1614 of December 18, 2020, whose periods of application were extended by Decree n° 2021-255 of March 9, Worldline Board of Directors decided to exceptionally hold the General Meeting behind closed doors, without the physical presence of shareholders.

In this context, shareholders can only exercise their voting right remotely and prior to the General Meeting, either via internet on the secured platform VOTACCESS, or by sending their paper voting form. The form will be automatically sent to shareholders holding registered shares and is also made available on the page dedicated to the General Meeting on the Company’s website. Mandates to named persons will be treated in accordance with Article 6 of Decree n°2020-418. 

No admittance cards will be sent to shareholders.

The General Meeting being held behind closed doors, shareholders will not be able to amend resolutions or propose new resolutions during the meeting. 

Composition of the Bureau of the 2021 General Meeting:

  • Chairman of the General Meeting: Mr. Gilles Grapinet, Chief Executive Officer and Chairman of the Board
  • Scrutineers:
    • Mr. Thierry Sommelet, representative of Bpifrance, strategic shareholder of the Company since the finalization of the Ingenico’s transaction
    • Mr. Lionel Parisot, portfolio manager of French shares at Amundi, another important shareholder of the Company
  • Secretary of the General Meeting: Mr. Charles-Henri de Taffin, Group General Counsel

 

 

 

HOW TO PARTICIPATE TO OUR GENERAL MEETING?

  • See detailed methods to participate remotely

     

    Preliminary conditions to be able to participate in the Meeting

    All shareholders, regardless of the number of shares they own, may attend this General Meeting or be represented under the terms and conditions set by applicable laws and regulations.

    In accordance with Article R.225-85 of the French Commercial Code, the right to participate in this Meeting is subject to the registration of the shares in the name of the shareholder or in the name of the intermediary acting in his/her behalf, two business days prior to the General Meeting at midnight (Paris time), i.e. by Tuesday May 18, 2021 at 11:59 p.m. (Paris time) :

    • shares registered in a ‘direct registered’ or ‘administered registered’ account in the Company’s register kept by authorized representative, Société Générale Securities Services, for the registered shares; or
    • shares registered in the bearer share accounts kept by the intermediary authorized to manage them, for the bearer shares.

     

    Registration of the shares in the bearer shares account kept by the authorized intermediary is verified by the trough a registered stock certificate issued by the latter, thus providing evidence of the shareholder status.

    Only the shareholders providing evidence of their status on Tuesday May 18, 2021 at 11:59 p.m. (Paris time) will be able to participate in the General Meeting, under the conditions detailed hereinafter.

    The General Meeting being held behind closed doors, the shareholders will not be able to request an admission card to physically attend the General Meeting.

    Methods to participate and vote

    The General Meeting being exceptionally held behind closed doors, shareholders will only be able to exercise their voting rights remotely and prior to the General Meeting, either via internet on the secured platform VOTACCESS, or by sending their paper voting form under the conditions described hereinafter.

    For this Meeting, in accordance with the provisions of Article R.225-61 of the French Commercial Code and with the bylaws of the Company, electronic means of voting are set out.

    Shareholders may participate remotely either by giving proxy or by voting using postal forms.

    Shareholders will be able to be represented by giving proxy to the Chairman of the General Meeting, to another shareholder, to their spouse or partner in a civil partnership or to another other person or legal entity of their choice under the conditions provided in Article L.225-106 of the French Commercial Code.

    Pursuant to the provisions of Article R.225-79 of the French Commercial Code, the proxy given by a shareholder to be represented must be signed by the shareholder indicating his/her surname, first name and address and must designate a proxy indicating his/her surname, first name and address, or in the event of a legal entity, the company name and the registered offices address, that will not be able to act as a substitute for another person.

    For all the proxy form not indicating a proxy, the Chairman of the General Meeting would vote for the adoption of the draft resolutions presented or approved by the Board of Directors, and vote against the adoption of all the other draft resolutions.

    1. Voting and appointing a proxy using the postal forms

    Shareholders wiling to vote remotely or to be represented by giving proxy to the Chairman of the General Meeting (or any person of their choice), will be able to:

    • For the holders of registered shares (direct registered shares and administered registered shares): return the paper voting form or the proxy form, sent with the notice of meeting, to the following address : Société Générale Securities Services – Département Titres et Bourse - Service des Assemblées – 32 rue du Champ de Tir – CS 30812 – 44308 Nantes Cedex 3 ;
    • For the holders of bearer shares : request the voting form or proxy form to the intermediary managing his/her account or request it by mail to Société Générale Securities Services – Département Titres et Bourse - Service des Assemblées – 32 rue du Champ de Tir – CS 30812 – 44308 Nantes Cedex 3. To be counted, the duly completed form must be sent to the intermediary that will send it together with the bearer stock certificate to Société Générale Securities Services.

     

    To be counted, the voting form must be received by Société Générale Securities Services no later than (3) three days prior to the Genera Meeting, i.e. Monday May 17, 2021 at 11:59p.m. (Paris time).

     

    Given the potential delivering mail issues, shareholders are encouraged to send their postal voting form as soon as possible and to prefer voting and appointing a proxy online under the conditions described hereinafter.

     

    2. Voting or appointing a proxy online

    Shareholders can vote, give a proxy or revoke a proxy online prior to the Meeting, on the VOTACCESS platform dedicated to the General Meeting, under the following conditions:

    • For the holders of registered shares (direct registered shares and administered registered shares) : holders of registered shares can access the VOTACCESS platform at http://www.sharinbox.societegenerale.com using the ID number displayed in the voting form and following the screen instructions. After logging, holders of registered shares shall follow the screen instructions to vote (or give a proxy or revoke a proxy).
    • For the holders of bearer shares: they must find out whether their authorized banking or financial intermediary uses the VOTACESS system and, if so, refer to the special conditions of use of the VOTACEESS platform.

     

    · If the shareholder’s authorized banking or financial intermediary does use the VOTACCESS platform, the shareholder must log in to the web portal of the institution managing his/her shares using his usual access code. He/she will then need to follow the screen instructions to access the VOTACCESS platform and vote (or give a proxy or revoke a proxy). Only the holders of bearer shares whose intermediary managing their accounts and using VOTACCESS platform may vote (or give a proxy or revoke a proxy) online.

    · If the shareholder’s authorized banking or financial intermediary does not use the VOTACCESS, to give a proxy or to revoke a proxy may be electronically done pursuant to the provisions of Article R.225-79 of the French Commercial Code, by sending an email at: assemblees.generales@sgss.socgen.com. This email must contain the following information: name of the concerned company, date of the general meeting, first name, surname, address, bank details of the mandator as well as first name, surname and when possible the address of the proxy. Shareholders must ask their financial intermediary managing their accounts to send a written confirmation by J-2, i.e. Tuesday May 18, 2021, by mail, to  Société Générale Securities Services – Département Titres et Bourse - Service des Assemblées – 32 rue du Champ de Tir – CS 30812 – 44308 Nantes Cedex 3, or by email to assemblees.generales@sgss.socgen.com.

    The VOTACCESS platform will be open from Monday May 3, 2021 at 9a.m. until Wednesday May 19, 2021 at 3p.m. (Paris time).

    To avoid any potential saturation of the VOTACCESS platform, shareholders are invited not to wait the day before the General Meeting to vote.

     

    Shareholders are invited to prefer voting online, prior to the General Meeting, on the secured platform VOTACCESS, under the aforementioned conditions.

     

    Disclaimer: With regard the treatment of mandates to named persons

    Pursuant to the provisions of Article 6 of the Decree n°2020-418 of April 10, 2020, any shareholder giving a proxy to one of the persons mentioned in I of Article L.225-106 of the French Commercial Code must send to Société Générale Securities Services his or her proxy with an indication of the proxy by electronic means or by post within the legal deadlines, which stipulate that the proxy must be received no later than midnight on Monday May 17, 2021 at 11:59 p.m. (Paris time).

    The proxy cannot represent the shareholder physically at the Meeting. He/she must send his/her instructions for the exercise of the mandates he/she holds to Société Générale Securities Services by e-mail to the following address assemblees.generales@sgss.socgen.com, in the form mentioned in Article R.225-76 of the French Commercial Code, no later than Monday May 17, 2021.

    The form must indicate the surname, first name and address of the proxy holder, the words “In the capacity of proxy holder”, and must be dated and signed. The voting directions are filled in the “I vote by mail” box of the form. He/she attaches a copy of his/her identity card and, if necessary, a power of attorney from the legal entity he/she represents.

    By way of derogation from R.225-85 III of the French Commercial Code, a shareholder who has already cast a postal vote or sent a proxy may choose another method of participation in the Meeting, provided that his/her instructions to this effect reach the Company no later than Monday May 17, 2021 (in accordance with Articles R.225-77 and R.225-80 of the French Commercial Code, as amended by Article 6 of Decree n°2020-418 of April 10, 2020). By way of derogation from Article R.225-80 of the same Code, the previous instructions received are then revoked.

     

    Requests to have items or draft resolutions added to the agenda

    Requests to have items or draft resolution added to the agenda, by the shareholders satisfying the conditions provided in Articles L.225-105, R.225-71 and R.225-73 of the French Commercial Code, must, in accordance with the legal provisions, be received in the Worldline’s registered offices, Immeuble River Ouest, 80 Quai Voltaire – 95877 Bezons Cedex, via a registered letter with acknowledgment of receipt addressed to the Chairman of the Board of Directors, no later than (25) twenty-five days prior to the General Meeting.

    To be counted, all requests must be sent together with a registered stock certificate providing evidence of the possession or the representation by the authors of the request of the portion of the share capital required in Article R.225-71 of the French Commercial Code.

    The requests to add draft resolution must be accompanied by the wording of the draft resolutions, possibly with a brief explanation of the respective rationale. The request to add items to the agenda must be justified.

    In addition, the submission of the items or draft resolution added upon request of shareholders to the General Meeting is subject to the provision by the authors of a new registered stock certificate under the same condition by the second day prior to the General Meeting at midnight, Paris time (i.e. Tuesday May 18, 2021 at 11:59p.m., Paris time).

    The Social and Economic Committee of the Company may request to have draft resolutions added to the agenda under the conditions provided in Article R.2312-32 of the French Labor Code. The request to add draft resolutions to the agenda must be sent by the Social and Economic Committee, represented by one its members, to the Company’s registered office, via a registered letter with acknowledgment of receipt addressed to the Chairman of the Board of Directors, within (10) ten days of the date of the notice publication. The requests must be accompanied by the wording of the draft resolutions, possibly with a brief explanation of the respective rationale

    The wording of the draft resolutions presented by the shareholders or by the Social and Economic Committee of the Company, as well as the list of items added to the agenda upon the shareholders’ request – when legally admissible - will be immediately published on the Company’s website. The Company may also publish a comment from the Board of Directors for all the items added to the agenda.

     

    The General Meeting being held behind closed doors, shareholders will not be able to propose new resolutions during the Meeting.

 

Live broadcasting of the Meeting and Q&A during the General Meeting

The General Meeting will be broadcasted live (both in French and in English) on Thursday May 20, 2021 at 2:30 p.m. (Paris time), with a replay subsequently available, on the General Meeting section of the Company’s website.

To encourage the shareholders participation, in addition to the legal mechanism of written questions, shareholders will be able to ask questions during the General Meeting directly on the page on which the Meeting will be live broadcasted. During the Meeting, the Chairman will answer to the questions on the basis of a representative selection of the themes addressed at the occasion of this Meeting.

 

Preliminary Documents for the Combined General Meeting

Documents referred to in Article R.225-73-1 of the French Commercial Code will be published on the page dedicated to the General Meeting of the Company’s website, no later than the 21st day prior to the Meeting, i.e. Thursday April 29, 2021. The documents and information concerning this Meeting will be made available to the shareholders under the current legal and regulatory conditions, at the Company’s headquarters.

Shareholders can request a copy of the documents as referred to in Articles R.225-81 and R.225-83 of the French Commercial Code by sending request to the centralizing institution under current legal and regulatory conditions. To that end, they shall send a request to Société Générale Securities Services a request form for documents and information.

 

Written questions

In accordance with Article R.225-84 of the French Commercial Code, shareholders may submit questions in writing from the date of publication of the Meeting Notice, i.e. before April 14, 2021. The questions are addressed to the Chairman of the Board of Directors, to Worldline’s headquarters by registered letter with acknowledgement of receipt or by sending an email to assemblee-generale@worldline.com. To be considered, questions must be received no later than two days prior to the General Meeting, i.e. no later than Tuesday May 18, 2021, and accompanied by a registered stock certificate.

 

Given the potential delivering mail issues, shareholders are encouraged to communicate their questions sufficiently in advance or to communicate their questions electronically in accordance with the terms and conditions aforementioned.

 

A common answer can be given to these questions having the same content. The written questions may be answered directly on the Company’s website, on the page dedicated to the General Meeting.

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

 

WORLDLINE INVESTOR RELATIONS

 

 

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