WORLDLINE_REGISTRATION_DOCUMENT_2017
Financials Related Party Transactions
Related Party Transactions E.8
Agreements entered into in connectionwith the reorganization
E.8.1
transactions
E.8.1.1
Services Agreements
entity, and in which the Reorganization Transactions had the effect of separating the historical Atos group business from the payment and transaction services activities being retained by or transferred to the local Worldline Group entity. These countries are Argentina, Austria, Spain, Hong Kong and the United Kingdom. The Local Services Agreements establish the terms pursuant to which the local Atos group subsidiaries provide the local Worldline Group subsidiaries with certain services that are necessary in order to conduct their activities following the implementation of the Reorganization Transactions. E.8.1.1.1 The operational services provided under the Group Services Agreement and the Intra-Worldline Group Services Agreements include the following: IT and telecommunications services, procurement services, global communication and talent management services, services relating to global sales strategy, services relating to global marketing strategy, and product, client and partnership development services. Support function services provided under these agreements cover services relating to management, sales, mergers and acquisitions, as well as financial, legal, compliance, internal control, human resources and innovation services. The terms pursuant to which these services are rendered and the means of invoicing them depend on the service being provided. In 2017, the Company paid Atos International SAS a total of € 28.6 million in connection with the Group Services Agreements. The Group Services Agreement and the Intra-Worldline Group Services Agreement were renewable automatically for successive 12-month terms. They may be terminated at any time by the Company, with respect to its local operational subsidiaries, and by Atos International SAS, with respect to the Company, by providing two months’ prior notice. The Group Services Agreement provides for automatic termination without prior notice (in the absence of an agreement to the contrary between the parties) in the event that Atos SE ceases to hold, directly or indirectly, more than 50% of the Company’s share capital. Similarly, each of the Intra-Worldline Group Services Agreements provides for automatic termination without prior notice (in the absence of an agreement to the contrary between the parties) in the event that the Company ceases to hold, directly or indirectly, more than 50% of the relevant Worldline Group subsidiary. Group Services Agreement
Atos SE, Atos International SAS, Atos International BV, Atos International Germany GmbH and Atos UK International IT Services Ltd (the “Atos Service Providers”) provide certain services to the Atos group’s operating entities, including the Company and its operating subsidiaries. These services are re-invoiced by Atos International SAS on behalf of all of the Atos Service Providers, on terms that depend on their revenue and headcount, on the basis of the costs allocated plus a margin, pursuant to the same terms used within the Atos group for all intragroup services of a similar nature. It is reminded that, between July and December 2013, all the payment services and transactional activities of the Atos group have been separated from the rest of the activities of Atos and its subsidiaries. Such activities have been regrouped within Worldline and / or its subsidiaries to create Worldline Group (thereafter the “Reorganization Transactions”). At the time of such transactions, it was agreed that the Company and its subsidiaries would continue to receive the services provided by the Atos Service Providers pursuant to the same terms as previously. Accordingly, a services agreement (the “Group Services Agreement”) and a specific group services agreement (the “Specific Services Agreement”) with effective dates of July 1, 2013 and January 1, 2013, respectively, were entered into between Atos International SAS, acting on its own behalf and on behalf of the other Atos Service Providers, and the Company. The Company acts on its own behalf and on behalf of its operating subsidiaries, in accordance with the mirror agreements entered into between the Company and its subsidiaries (with respect to the Group Services Agreement and the Specific Services Agreement, the “Intra-Worldline Group Services Agreements” and the “Intra-Worldline Specific Services Agreements”, respectively). The Group Services Agreement principally covers operational services and support function services. The Specific Services Agreement principally covers specific services that may be provided, as the case may be, in connection with reorganization projects, including in connection with the implementation of the Reorganization Transactions, and includes terms relating to the re-invoicing of services provided by external service providers as well as to the equitable redistribution of the Worldline Group companies’ costs. In addition, services agreements (the “Local Services Agreements”) were entered into directly between an Atos group entity outside the Worldline Group perimeter and a Worldline Group entity in most countries in which, prior to the implementation of the Reorganization Transactions, Worldline activities and Atos activities had been conducted by the same
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Worldline 2017 Registration Document
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