Worldline - 2019 Universal Registration Document

FINANCIALS Operational review

Group reorganization, set-up of the E.2.1.1.4 Atos-Worldline alliance and financial impact of the separation from Atos group From an operational point of view, in light of Atos group and Worldline Group’s willingness to maintain a strong industrial and commercial partnership to preserve mutually beneficial cooperation, Worldline and Atos entered into an agreement covering four main domains: sales, research and development (R&D), human resources, and procurement. The set-up of this alliance aims to facilitate Worldline’s transition from the status of controlled subsidiary of Atos to independent company. In 2019 Worldline istill had various service agreements in place with Atos covering notably areas such as: Internal IT management, infrastructure and solution; ● Shared services notably for human resources, finance, ● M&A, and communication. Detailed information regarding the relationships between Atos and Worldline is available in Section E.8.1. After the necessary disentanglement work from the Atos IT systems and mutualized support functions expertise, these service agreements will be replaced by reinforced Worldline corporate teams and internal IT systems, as anticipated and already included in the 2019-2021 3-year trajectory. Exercise of Worldline call option to E.2.1.2 acquire the 36.4% minority stake and take full ownership of equensWorldline The acquisition of the 36.4% minority stake in equensWorldline has been finalized on September 30, 2019, ahead of the timing initially contemplated thanks to an efficient management of the closing process and trust established with regulators over time. Worldline had indeed 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 full ownership of equensWorldline, the leading European payment transaction processor. The call exercise price was circa €1,070 million for the remaining 36.4% stake. It implied an acquisition multiple 1 significantly below Worldline’s trading multiple at the time of the transaction.

The transaction has been supported by a newly issued BBB/stable investment grade rating received from Standard & Poor’s and has been financed by: A 7-year € 600 million convertible bond issued on July 25, ● 2019 (60% conversion premium, zero coupon and yield to maturity of -0.96%); and A 5-year € 500 million bond issued on September 11, 2019 ● (0.25% coupon; 0.35% yield, BBB rating from Standard & Poor’s). Thanks to the very attractive terms of these two bond issuances, the overall financing of the acquisition has a negative cost (from a cash flow perspective) for Worldline, and allows to fully confirm the double digit accretion expected on the earnings per share as soon as 2020. BRETON as Chairman of the Board On October 24, 2019, the Board of Directors of Worldline acknowledged the resignation of Mr. Thierry BRETON as Chairman of the Board, with immediate effects, following the announcement by the presidency of the French Republic of its proposal to submit the candidature of Mr. Thierry BRETON as Commissioner representing France in the European Commission. The Board of Directors of Worldline unanimously expressed its sincere gratitude to Mr. Thierry BRETON for his conduct of the works of the Board during the 5 years following Worldline Initial Public Offering as well as for his outstanding involvement and energy that constantly contributed to the success of the greatest projects that characterized the impressive development of Worldline since 2014. The Board of Directors of Worldline expressed to Mr. Thierry BRETON its best wishes for success in the new very important mission he is about to undertake. The Board of Directors also decided that the chairmanship of the Board of Directors be assumed by Mr. Gilles GRAPINET, currently Chief Executive Officer of Worldline. The Board of Directors, upon recommendation of the Nomination and Remuneration Committee, has decided that the chairmanship of the Board of Directors be assumed by Mr. Gilles GRAPINET, thereby unifying the functions of President of the Board of Directors and Chief Executive Office of the Company. Resignation of Mr. Thierry E.2.1.3

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1 Enterprise value/2019 estimated OMDA.

217 Universal Registration Document 2019