Worldline - 2019 Universal Registration Document

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GROUP OVERVIEW Group presentation

Recent or ontemplated acquisition A.5.4.2 of subsidiaries On September 30, 2019, Worldline announced the completion of the acquisition of the 36.4% minority stake in equensWorldline. As a reminder, Worldline exercised on July 24, 2019 its call option on the 36.4% minority stake in equensWorldline, representing the final step of the Equens acquisition initiated in 2016 and allowing taking full ownership of equensWorldline, the leading European payment transaction processor. The call exercise price was €1,070 million for the remaining 36.4% stake and was financed by a €600 million convertible bond issued on July 25, 2019 and a € 500 million bond issued on September 11, 2019. Thanks to the very attractive terms of these two bond emissions, the overall financing of the acquisition has a negative cost for Worldline (from a cash flow perspective). On February 3, 2020, Worldline and Ingenico Group SA have announced that their respective Boards of Directors have unanimously approved a business combination agreement pursuant to which Worldline would launch a tender offer for all Ingenico shares, consisting of a 81% share and 19% cash transaction, as well as outstanding OCEANEs. On March 30, 2020 Worldline SA entered into a mandate letter providing the terms and conditions under which a pool of banks commit to enter into a bridge facility agreement upon Company’s request for an amount of € 2.6 billion and for a one year maturity (with options for extension) in order to finance The Company is a public limited company with a Board of Directors. A description of the main provisions of the bylaws of the Company regarding the Board of Directors, in particular concerning its operating mode and authority, as well as a The Executive Committee A.5.5.1 The role of the Executive Committee is to develop and implement the Group’s strategy, while delivering service quality and added value to the Group’s projects for the benefit of its clients, shareholders and employees. It is also charged with improving interaction and cooperation among the Group’s three Global Business Lines and among the different geographic markets where the Group does business. The composition of the Group’s Executive Committee is as follows: Gilles Grapinet (Chairman of the Board of Directors and ● Chief Executive Officer); Marc-Henri Desportes (Deputy Chief Executive Officer); ● Alessandro Baroni (Chief Business Divisions Officer and ● Deputy Head of Worldline Global Financial Services); Olivier Burger (Head of Human Resources); ● Lisa Coleman (Head of Operational Performance); ●

the contemplated acquisition of Ingenico as announced on February 3, 2020. Please refer to Section A.5.2 for more details regarding this contemplated transaction.

Holdings A.5.4.3

In 2018, Worldline took a 20% minority shareholding in the Swiss mobile wallet TWINT. In 2017 Worldline took a minority shareholding in the capital of the African fintech InTouch. In June 2019, InTouch increased its share capital, as provided for by the 2017 initial agreements. Worldline and Total decided to subscribe to this increase, thus reinforcing their respective holdings. As of the date of publication of the present document, Worldline and Total respectively hold 31.6% of the share capital and voting rights of InTouch. As part of its expansion strategy in Merchant Services & Commercial Acquiring, Worldline SA/NV acquired 99% of the shares of Cataps s.r.o. (giving rise to 60% of voting rights), Commercial Acquiring subsidiary of Komercni Banka for credit or debit cards, operating under the brand KB SmartPay. Cataps s.r.o has been renamed Worldline Czech Republic s.r.o in 2019. These holdings are not significant for the Group and are classified as “non-current financial asset” in the consolidated Group’s 2019 consolidated accounts.

Management and organization [GRI 102-18] [GRI 102-22] A.5.5 [GRI 102-23]

resume of the main provisions of the internal rules of the Board of Directors and the specialized Committees are available at Chapter G “Corporate Governance and Capital” of this

Document.

Christophe Duquenne (Chief Technology & Operations ● Officer); Charles-Henri de Taffin (Group General Counsel, Head of ● Legal, Compliance & Contract Management); Claude France (Head of Mobility & e-transactional Services ● (MTS) Global Business Line); Eric Heurtaux (Chief Financial Officer); ● Wolf Kunisch (Head of Worldline Group Strategy, Public & ● Regulatory Affairs); Pascal Mauzé (Head of Sales and Marketing); ● Vincent Roland (Head of Global Business Line (GBL ● Merchant Services); Marc Schluep (Managing Director of Switzerland); ● Michael Steinbach (Head of Global Business Line (GBL) ● Financial Services and CEO of equensWorldline)

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Universal Registration Document 2019