WORLDLINE_REGISTRATION_DOCUMENT_2017

Group overview Group presentation [GRI 102-1] [GRI 102-3] [GRI 102-6]

The Worldline Group has finalized on September 30, 2016 an agreement with the Equens group in order to join forces to reinforce the Worldline’s leadership in payment services in Europe. This transaction provides the enlarged Worldline Group with an extensive pan-European reach, with leading positions and a strong commercial presence in key countries (France, Belgium, The Netherlands, Germany, Italy, Nordics). This transaction was structured in two steps: A share transaction for the Financial Processing activities, ● through a merger of the respective activities of the two groups in Europe to create “equensWorldline”, which is 63.6% controlled by Worldline and 36.4% by the former shareholders of Equens; The acquisition of Paysquare, the Commercial Acquiring ● subsidiary of Equens. Through these transactions, the Worldline Group benefits from a unique Pan-European footprint and has increased its revenue size on a full year basis by c.+25%, out of which c.+40% in Commercial Acquiring and c.+65% in Financial Processing. Under the shareholders’ agreement, from 2017, Worldline benefits notably from pre-emptive rights in case a minority shareholder of equensWorldline decides to sell its stake and also from a call option exercisable in cash or in shares earliest in 2019 on all the shares owned by minority shareholders. As part of its expansion strategy in Merchant Services & Commercial Acquiring, Worldline SA/NV entered on September 30, 2016 into an agreement with Komercni banka (KB), subsidiary of the Société Générale group and one of the leading banks in the Czech Republic, purporting to the acquisition of a 80% shareholding in Cataps s.r.o., Commercial Acquiring subsidiary of Komercni Banka for credit or debit cards, operating under the brand KB SmartPay. On February 27, 2018, WorldlineSA/NV increased its shareholding in Cataps s.r.o. to 99%. 2017 illustrated Worldline’s strategy of becoming active industrial consolidator within the European payment market and active on M&A activities globally: on September 27, 2017, Worldline announced the ● completion of the acquisition of 100% of the share capital of First Data’s fully owned subsidiaries in Lithuania, Latvia, Estonia (together “First Data Baltics” or “FDB”). FDB employs c.200 employees and is the leading financial processor in the Baltics, providing to the main Baltic banking groups and also to some banks in the wider Nordic region, a large range of outsourcing services. Through this acquisition, Worldline gains a unique leading position in the fast-growing Baltic countries and significant development perspectives in the Baltics (n°1 in Latvia & Lithuania, n°2 in Estonia) thanks to structural electronic payments growth. Numerous synergy levers with Worldline portfolio have been identified allowing the acceleration of both revenue and profitability. FDB is consolidated in the Financial Services division of Worldline since October 1, 2017;

on October 18, 2017, Worldline successfully completed the ● acquisition of Digital River World Payments (DRWP), a leading online global payment service provider. DRWP employs approximately 120 employees worldwide. With its global reach, and positioning as a PSP and collector, DRWP is a strong complement to Worldline’s existing and proven WL SIPS gateway. Through this acquisition, Worldline increases its internet payment capabilities, notably with online payment collecting services, and gains access to a client base composed of tier one merchants. Worldline also expands its global reach to new geographies (USA, Brazil and Sweden). Worldline is today in a unique position to deliver the next generation of payment services for the digital commerce market. DRWP is consolidated in the Merchant Services division of Worldline since November 1, 2017; on October 27, 2017, Worldline announced the completion ● of the acquisition of MRL Posnet. Headquartered in Chennai, India, MRL Posnet employs approximately 140 highly skilled engineers in Payment in India. Operating an innovative and state-of-the-art terminal management platform, enabling very cost efficient deployment and management of new Terminals, MRL Posnet processes payment transactions on behalf of 18 Indian banks, through the management of c.100,000 payment Terminals. MRL Posnet is consolidated in the Merchant Services division of Worldline since November 1, 2017; in December 2017 Worldline acquired Diamis from Atos ● Intégration, a wholly owned subsidiary of its parent Atos SE based on a value determined by an independent expert. Founded in 1990 and headquartered in Bezons, France, Diamis is notably the editor of the Cristal software that is used by many leading European banks in order to manage SEPA and domestic mass payments, through the module “Mass Payment Highway” as well as the intra-day liquidity for interbank payments and securities trading (modules “Proactive Liquidity Manager” and “Target2-Securities”). Cristal is currently being used to exchange 15% of the high-value payments in Europe, which represents more than € 500 billion processed daily. Diamis was merged with Worldline SA as at December 31, 2017. Diamis' results will be consolidated in the financial statements of Worldline from January 1 st , 2018. As part of the regular review of its portfolio, the Group has decided to sell its Cheque Services business in France through a management buy-out and under the usual warranties, as there were low synergies with the other activities of Worldline and as this business was dilutive to the Group’s growth and profitability. As at December 31, 2017 Worldline employed more than 9,400 staff worldwide and generated total revenues of € 1594 million, OMDA of € 335 million and net income group share of € 105 million. Worldline activities are organized around three axes: Merchant Services, Financial Services and Mobility & e-Transactional Services, as described in Section C.

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Worldline 2017 Registration Document