WORLDLINE_REGISTRATION_DOCUMENT_2017

Financials Operational review

E.1

Operational review

Significant events of the year

E.1.1

Acquisition of First Data Baltics

Through the acquisition of DRWP, Worldline increases its internet payment capabilities, notably with online payment collecting services, and gain access to a client base composed of Tier 1 e-Merchants. The Group also expands its global reach to new geographies (USA, Brazil, Sweden). With this acquisition, Worldline is today in a unique position to deliver the next generation of payment services for the digital commerce market. DRWP has been consolidated in the Merchant Services division of Worldline since November 1, 2017. On October 27, 2017, Worldline announced the completion of the agreement to acquire 100 percent of the share capital of MRL Posnet, for a consideration up to c. 6.5 billion Indian rupees (approximately € 84 million), representing a transaction multiple based on the 2017 estimated OMDA a bit below Worldline’s current trading OMDA multiple. The transaction is financed by the available cash of Worldline. Founded in 2008 and 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 currently processes payment transactions on behalf of 18 Indian banks, through the management of c.100,000 payment Terminals. Presenting a very strong growth track record since incorporation and an OMDA rate above Worldline’s OMDA rate, the transaction is expected to be immediately margin accretive, before synergies. MRL Posnet has been consolidated in the Merchant Services division of Worldline since November 1, 2017. 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, as there were low synergies with the other activities of Worldline and as this business was dilutive to the Group’s growth and profitability. This activity generated revenue of less than € 20 million and was dilutive to the Group’s OMDA margin in 2016. This transaction, which is supported by Cheque Service employees, will allow Cheque Service to pursue its commercial expansion in France. This business, which as reported within the Financial Services division, has been excluded from the consolidation scope since July 1, 2017. Acquisition of MRL Posnet Disposal of the Cheque Service

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”) for c. € 72 million, financed by available cash. Having generated revenue of c. € 23 million in 2016, presenting a strong financial profile with EBITDA margin materially above Worldline’s EBITDA, FDB currently 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, 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 has been consolidated in the Financial Services division of Worldline since October 1, 2017. On October 18, 2017, Worldline successfully completed the merger and integration of Digital River World Payments (DRWP), a leading online global payment service provider, from Digital River, Inc., a leading global provider of Commerce-as-a-Service solutions. Founded in 1997 and headquartered in Stockholm, Sweden, DRWP is a subsidiary of Digital River and employs approximately 120 employees worldwide. With global payment gateway, multi-acquiring and collecting services under one roof and having generated yearly gross revenue of c. € 37 million in 2016, DRWP delivers comprehensive online payment acceptance and optimization solutions for leading enterprise brands, spanning a variety of industries, including travel, retail, direct selling and digital goods. DRWP’s global platform and large geographical footprint support international payment schemes and currencies across 175 countries, a wide range of local payment brands and methods, and more than 40 acquiring bank connections. With its global reach, positioning as a PSP and collector, DRWP represents a perfect fit with Worldline’s existing and proven internet payment gateway, WL Sips. Acquisition of Digital RiverWorld Payments (DRWP)

E

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Worldline 2017 Registration Document