Worldline - 2019 Universal Registration Document

E

FINANCIALS Operational review

Operational review E.2

E.2.1

Significant events of the year

Deconsolidation from Atos group E.2.1.1

Separately, SIX Group AG has entered into a collar transaction over c. €500 million. In connection therewith, as part of its initial hedge position, the collar counterparty had to sell c. €420 million as part of the above mentioned accelerated book-building. Following these transactions: SIX Group AG has become the largest shareholder of ● Worldline with c.27% of the share capital (c.24% of voting rights), including c.5% of the share capital lent and pledged to the collar counterparty; Atos shareholding has been reduced to c.17% of the share ● capital (c.26% of voting rights); Free float has increased to c.56% of the share capital. ● As a consequence of Atos SE exceptional distribution in kind of 23.5% of Worldline share capital, followed by the partial disposal of a minority stake in Worldline and the decision of SIX Group AG to enter into an equity collar transaction related to part of its holding in Worldline, the Board of Directors is composed at the end of 2019 as follows: The Chairman and Chief Executive Officer; ● 2 Directors designated upon proposal of Atos SE, as well ● as a censor position; 2 Directors designated upon proposal of SIX Group AG, as ● Adaptation of the governance of E.2.1.1.3 Worldline

Exceptional distribution in kind by Atos E.2.1.1.1 of 23.5% of the shares making up Worldline’s share capital in May 2019 During its Annual Meeting on April 30, 2019, Atos SE shareholders have approved the exceptional distribution in kind of circa 23.5% of the shares making up Worldline’s share capital. Following this distribution, Atos SE retained around 27.3% of Worldline’s share capital. The distribution of Worldline shares occurred on May 7, 2019 and as a result Worldline is no longer fully consolidated within the Atos group. Worldline’s Board of Directors unanimously welcomed this change, which increases the Group’s strategic flexibility. This distribution allows Worldline Group to pursue its successful strategy and confirm its ability to act as a key player in the consolidation of the European payment market. This distribution also leads to a greater free float and increased visibility and liquidity of the Worldline stock, providing investors with an enhanced opportunity to invest in Worldline.

Further sale by Atos of c.10.4% of E.2.1.1.2 Worldline share capital in

October 2019, equity collar transaction entered into by SIX Group AG and Atos's issurance of bonds exchangeable into Worldline shares

After having distributed 23.5% of Worldline’s share capital to its shareholders on May 7, 2019, Atos has completed on October 30, 2019 the sale of c. 14.7 million Worldline shares, through a placement to qualified investors by way of accelerated book-building offering. Concurrently with this equity placement, Atos issued bonds due 2024 for an aggregate nominal amount of approximately €500 million, which will be exchangeable into Worldline shares.

well as a censor position; 6 independent Directors;

●

1 Director representing the employees. ●

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Universal Registration Document 2019