Worldline - 2019 Universal Registration Document

FINANCIALS Consolidated financial statements

12 months ended December 31, 2019

12 months ended December 31, 2018

(In € million)

Staff reorganization

-3.8 -3.3

-3.6 -3.9

Rationalization and associated costs Integration and acquisition costs

-39.6 -19.9 -75.9

-39.8 -16.2 -20.9

Equity based compensation & associated costs Customer relationships and patents amortization

Other items

-5.7

-2.5

Total

-148.3

-86.9

Staff reorganization expenses of € 3.8 million increased by € 0.2 million compared to last year and correspond mainly to the restructuring costs induced by the recent acquisitions. The € 3.3 million of rationalization and associated costs resulted mainly from costs linked to the acceleration of the TEAM² program, including administrative back office transformation. Those costs have decreased by € 0.6 million compared to 2018. Integration and acquisition costs reached € 39.6 million which represents a decrease of € 0.2 million compared to the prior period. SIX Payment Services integration costs represent a large part of this amount. The 2019 customer relationships amortization of € 75.9 million corresponds mainly to: € 59.0 million of SIX Payment Services customer ● relationships, technologies and patents;

€ 10.0 million of Equens and Paysquare customer ● relationships; € 2.3 million of MRL Posnet customer relationships and ● technologies; € 2.2 million of Cataps (KB Smartpay) customer ● relationships. Equity-based compensation The € 19.9 million expenses recorded within “Others Operation Income” for equity-based compensation (€ 16.2 million in 2018) is mainly related to 2016, 2017, 2018 & 2019 free share plans, the 2018 & 2019 stock option plans, previous Atos free share plans and some social charges linked to those plans.

12 months ended December 31, 2019

12 months ended December 31, 2018

E

(In € million)

Free share plans Worldline

12.8

14.9 0.4 0.0  0.9 16.2

Stock option plans

0.8 0.4 5.9

Employee share purchase plans

Others

Total

19.9

Performance share plans Rules governing the performance shares plans are as follows: To receive the share, the grantee must generally be an ● employee or a corporate officer of the Group or a company employee related to Worldline at the time of grant and vesting; Vesting is also conditional on both the continued ● employment condition and the achievement of performance criteria, financial and non-financial; The financial performance criteria relates to the following ● indicators: Group Organic Revenue Growth, and ● Group Operating Margin before Depreciation and ● Amortization (OMDA), and Group Free Cash Flow before acquisition/disposal and ● variation of equity and dividends (FCF); The vesting period varies according to the plans rules but ● never exceeds 3.5 years;

For the 2016 and 2017 Performance Shares Plans, the ● number of shares to be delivered is subject to a multiplier varying from 85% to 115% according to an under/over performance; For the 2018 and 2019 Performance Shares Plans, the ● number of shares to be delivered is subject to the achievement of internal and external performance conditions. In the situation where one of the internal performance criteria would not be met during the course of the last year of the plan, the latter would be considered as achieved if it reaches at least 85% of the target; however the vesting of performance shares will be lowered to 75% of the initially granted aggregate number; The lock-up period is 0 to 1 year; ● Performance shares plans give the right to issue Worldline ● shares. The Group has implemented two new performance shares plans in 2019, one on January 2, 2019 and one on July 24, 2019.

261 Universal Registration Document 2019