Ingenico : Governance - Changes to the Board of Directors, to its Committees and to management

The Board of Directors was reconstituted on this occasion and management was modified.

Following the success of the friendly tender offer and in accordance with the statement made when the conclusion of the combination agreement was announced in February 2020, Nicolas Huss today resigned from his mandates as Chief Executive Officer and Director of Ingenico, returning them the Board.

Nicolas Huss had been appointed by the Board of Directors in November 2018 to reorganize and restructure Ingenico, in order to revitalize the Group. The measures taken under his leadership have revived the B&A business and boosted the development of the Retail business, establishing a clear strategy through the Fit for Growth plan, leading to improved results and an increase in the company's share price. The Board of Directors thanks Mr. Huss for his important contribution to the Ingenico Group's recovery and the conclusion of the combination agreement with Worldline, resulting in the creation of the world's fourth-largest player in the payment industry.

The Board of Directors then moved on to the reconstitution of the Board of Directors in order to reflect the acquisition of control of Ingenico by Worldline, as envisaged by the combination agreement. The Board acknowledged the resignations of Agnès Audier, Diaa Elyaacoubi, Caroline Parot, Nazan Somer Özelgin and Thierry Sommelet as Independent Directors, Nicolas Huss, Bernard Bourigeaud, Xavier Moreno, Michael Stollarz and Elie Vannier as Non-independent Directors, and the departure of Arnaud Lucien, Director representing employees, given that the controlling company already meets this obligation.

The Board also appointed Claude France, Gilles Grapinet and Eric Heurtaux, representing the interests of Worldline, as Directors, and Jean-François Rambicur as an Independent Director.

As a result of these appointments, which will be submitted to the next Annual General Shareholders' Meeting for approval, the Board is composed of five directors: Gilles Grapinet, Eric Heurtaux, Claude France, Sophie Stabile and Jean-François Rambicur, i.e. three men and two women, including two Independent Directors.

The governance therefore remains in compliance with the principles defined by law and the AFEP-Medef Code to which the Company refers.

After these changes, the Board of Directors appointed Gilles Grapinet as its Chairman and entrusted Marc-Henri Desportes, Deputy Chief Executive Officer of Worldline, with the management of the Company, thus maintaining Ingenico's current mode of governance, i.e. separating the roles of Chairman and Chief Executive Officer.

Lastly, the Board changed the composition of its committees after renaming them, as follows:

Eric Heurtaux and Jean-François Rambicur are joining the Audit Committee, which will be chaired by Sophie Stabile.

Sophie Stabile is joined on the Nominations and Remunerations Committee by Eric Heurtaux and Jean-François Rambicur, who is appointed Chairman of this committee.

The Strategy and Investments Committee is now composed of Gilles Grapinet as Chairman, Jean-François Rambicur and Sophie Stabile.

The Rules of Procedure of the Board of Directors of Ingenico have been revised, partly to reflect these changes.