Worldline - 2019 Universal Registration Document

FINANCIALS Consolidated financial statements

Consideration transferred

Consideration transferred

(In € million)

Equity instruments (49,066,878 ordinary shares of Worldline SA)

2,308.1

Cash

418.5

Contingent consideration arrangement Total Consideration transferred

99.5

2,826.1

As part of the transaction, Worldline issued 49.1 million new ordinary shares representing 26.9% of the share capital of Worldline, fully paid up. The fair value of the shares issued was measured using the opening market price of Worldline SA’s ordinary shares on the acquisition date. The cash transferred was denominated in Swiss francs (CHF). To hedge potential currency fluctuations, Worldline has set up a foreign currency hedge to partly freeze the exchange rate for the completion of the Contribution.

The contingent consideration arrangement required Worldline to pay the former owner of SIX Payment Services if the conditions based on the Worldline stock price at end of March 2020 are completed. Fair value was estimated using the usual valuation method based on Worldline share price at the acquisition date. The fair value was € 99.5 million at the acquisition date, was reassessed at end of December 2018 to € 117.6 million. Further to the announcement by SIX Group AG of the entry into a collar transaction on Worldline shares, the agreement regarding the Contingent Consideration of CHF 166 million is terminated with no payment to be made by Worldline to SIX Group AG in that respect.

Preliminary Goodwill & reconciliation with final Goodwill

Goodwill 2,826.1 2,826.1

(In € million)

Total consideration transferred 31/12/2018

Total Consideration

a

Equity acquired

158.7 589.0 747.7

Fair value adjustments net of deferred tax

E

Fair Value of net assets

b

Total 31/12/2018 – Preliminary Goodwill

2,078.5

c = a - b

Price adjustment

-47.0 95.0

d e

Opening Balance sheet adjustments

Final Goodwill

2,126.5

f= c + d + e

New information was obtained till the end of November 2019 (12 months after acquisition date) about facts and circumstances that existed at the acquisition date and led to adjustments to opening balance sheet. The final amount has been allocated between Merchant Services and Financial Services Global Business Lines (GBL)

and also to the Countries (Switzerland, Luxembourg, Germany and Austria), the two indicators chosen for the allocation are the operating margin before depreciation and amortization of 2019 for each organization and the amount of run rate synergies contained in the business plan for each GBL as

measuring the value created by the deal.

Other significant events of the year Note 2

Exceptional distribution in kind by Atos 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 27.3% of Worldline’s share capital. The distribution of Worldline shareholders have approved the exceptional distribution in shares occurred on May 7, 2019 and as a result Worldline is no kind of circa 23.5% of the shares making up Worldline’s share longer fully consolidated within the Atos group as of that date. capital. Following this distribution, Atos SE retained around

251 Universal Registration Document 2019