WORLDLINE_REGISTRATION_DOCUMENT_2017

Financials Related Party Transactions

Tax consolidation agreements Since the listing of the Company’s shares on Euronext Paris, a consolidated tax group is in place in France between the Company and its French subsidiaries in which it holds at least 95% of the share capital, as from January 1, 2015. Upon creation of this group, the Company entered into tax consolidation agreements with each of the member companies of its consolidated tax group to govern the subsidiaries’ contribution to the Group’s taxes, for which the Company is the sole taxpayer in its capacity as the new parent company.

agreement with the local Atos SE subsidiary in Hong Kong. The agreement sets forth the rights and obligations of the parties with respect to the protection of data (including personal data) resulting from access to or exchange or processing of the other party’s data in connection with their existing collaboration with one another for purposes of performing client agreements and conducting their internal business relations. Agreements Atos IT Solutions and Services GmbH (“Atos ISS Austria”), an Austrian subsidiary of Atos SE (outside the Worldline Group perimeter) and Worldline Austria GmbH (“Worldline Austria”), a Group entity, entered into a technology licensing agreement effective retroactively as of July 1, 2013 for a term of five years, renewable automatically for one-year periods unless terminated by either party by providing three months’ notice prior to the expiration of the relevant period. Pursuant to this agreement, the parties (i) mutually authorize each other to freely use and improve shared technology composed of source code, algorithms, libraries, methodologies, and software interfaces relating to biometrics; and (ii) grant reciprocal, non-exclusive licenses to each other and each party’s respective subsidiaries to any improvement made to the shared technology in all territories of the geographic area that Atos includes in its Central and Eastern Europe Business Unit. Similarly, Atos ISS Austria granted a non-exclusive license to Worldline Austria to use all of Atos ISS Austria’s biometrics patents. Biometrics Technology Licensing E.8.1.2.2

E.8.1.2

Cooperation and License

Agreements

E.8.1.2.1

SpecificAgreements

Specific agreements have been put in place in certain geographic regions, such as Hong Kong, where the Company’s local subsidiary shares premises, services, equipment or software with the local Atos SE subsidiary. Certain resources (such as applications software) and equipment (such as central servers) owned by the local Atos SE subsidiary are used by the local subsidiary of the Worldline Group. These agreements relate, in particular, to cooperation agreements with respect to the processing of personal data. These agreements (Data Processing Agreements) are entered into between certain local subsidiaries of the Company and certain Atos SE subsidiaries located in the same jurisdiction. For example, the Company’s local subsidiary in Hong Kong entered into such a cooperation

E

Other related party transactions

E.8.2

E.8.2.1

Assistance agreements with the Atos

directly or indirectly by the Atos SE subsidiary in Singapore in order to provide these services, plus a margin. The Regional Services Agreement was entered into for a term of twelve months and is automatically renewable for successive twelve-month periods. It may be terminated at any time by the Atos SE subsidiary in Singapore, by providing two months’ prior notice. Same applies for the Company’s subsidiaries in Argentina, Spain and UK, which also benefit from the assistance of the Atos SE subsidiary in those respective countries. Besides, the costs related to Atos SE performance shares granted to employees of Worldline Group are recharged, on normal market terms, by Atos SE to the relevant entities of the Worldline Group.

Group

In France, Belgium and Germany, where the Group had entities dedicated exclusively to Worldline activities prior to the Reorganization Transactions, the Group and the Atos group have entered into local assistance agreements, in particular with respect to shared premises, equipment and services. In the Asia-Pacific region, the Atos SE subsidiary in Singapore and the local subsidiaries of the Company located in China, Hong Kong, Malaysia, Singapore and Taiwan are parties to a services agreement (the “Regional Services Agreement”). The services provided under the Regional Services Agreement include financial, legal, marketing, communications and IT services. The services provided under the Regional Services Agreement are invoiced monthly on the basis of the costs borne

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Worldline 2017 Registration Document