Worldline - 2019 Universal Registration Document

E

FINANCIALS Parent company financial statements

Statutory auditors’ special report on related-party agreements – E.6.2 Shareholders’ Meeting held to approve the financial statements for the year ended December 31, 2019

This is a free translation into English of the statutory auditors’ special report on regulated agreements that is issued in the French language and is provided solely for the convenience of English speaking users. This report on regulated agreements should be read in conjunction with, and is construed in accordance with, French law and professional auditing standards applicable in France.

To the Shareholders, In our capacity of statutory auditors of your company, we hereby present our report on regulated agreements. The terms of our engagement require us to communicate to you, based on information provided to us, the principal terms, the conditions and the reasons for the Company’s interest in those agreements brought to our attention or which we may have discovered during the course of our audit, without expressing an opinion on their usefulness and appropriateness or identifying such other agreements and commitments, if any. It is your responsibility, pursuant to Article R. 225-31 of the French Commercial Code (Code de Commerce), to assess the interest involved in respect of the conclusion of these agreements for the purpose of approving them. Our role is also to provide you with the information provided for in Article R. 225-31 of the French Commercial Code in respect of the performance of the agreements and commitments, already authorized by the Shareholders' Meeting and having continuing effect during the year, if any. We have performed the procedures we considered necessary in accordance with the professional standards applicable in France ( Compagnie Nationale des Commissaires aux Comptes ) relating to this engagement. These procedures consisted in verifying that the information provided to us is consistent with the source documents from which it was extracted. Agreements submitted to the General Meeting of Shareholders for approval Agreements authorized and entered into during the past fiscal year In accordance with Article L. 225-40 of the French Commercial Code, we have been advised of the following agreement entered into during the year ended December 31 st , 2019 which was authorized by your Board of Directors. Separation agreement between Worldline and Atos SE Persons concerned: Atos SE, shareholder with more than 10% of the voting ● rights until February 4 th , 2020; Mr Thierry Breton, Chairman of the Board of Directors of ● your company until October 24 th , 2019 and Chairman and CEO of Atos SE until October 31 st , 2019; Mr Gilles Arditti, Director of your company until ● March 16 th , 2020 and Executive Director, Internal Audit & Investor Relations of Atos SE; Mrs Ursula Morgenstern, Director of your company until ● March 3 rd , 2020 and Executive Director of the German business unit of Atos Group;

Mr. Pierre Barnabé, Director and Censor of the Board of ● Directors of your company until March 3 rd , 2020, and Managing Director of the Big Data & Cyber Security activities of the Atos Group. Your Board of Directors, meeting on April 30 th , 2019, authorised the conclusion of the separation agreement between Worldline and Atos SE ("Atos"), considering that it was in the interest of your company to cooperate in order to optimise and eliminate, as much as possible, the additional costs, mainly related to IT, resulting from the loss of control of Atos over Worldline, following the distribution in kind by Atos to its shareholders of 23.5% of the shares comprising the share capital of Worldline. This agreement, concluded on May 6 th , 2019, clarifies the roles of each of the two companies, and allows the identification and definition of the various costs that the demerger transaction entails for each of the companies. This agreement determines a fair and balanced allocation based on the profit that each of the companies derives from each of the budget items concerned. Lastly, it allows certain technical and commercial cooperation agreements between the two companies to continue and ensures a high level of operational continuity for both companies, including through the retention of employees benefiting from long-term profit-sharing instruments issued by the other party, provided that the initial performance conditions are met. This agreement stipulates the various items relating to the allocation of the various costs associated with the distribution of Worldline shares by Atos Origin to its shareholders and allocates in a coordinated manner their separation activities in particular in the areas of intellectual property rights, purchasing, group processes and procedures, IT systems migration and integration, security, offshore resources, insurance, real estate sub-leasing, parent company guarantees and data protection. This agreement also provides principles governing the method of allocating any additional costs for the identified activities. Out of the total initially estimated at approximately EUR 29.1 million of separation costs, of which mainly relate to IT separation costs, it was agreed that Atos would bear EUR 18.2 million in 2019 and Worldline would bear EUR 10.9 million in 2020. At the end of 2019, these separation costs have been reassessed in particular regarding the IT planning and amount to EUR 37.8 million still mainly related to IT costs. As a full and final settlement of the agreed split of the separation costs, as referred to in the separation agreement, Atos incurred in 2019 a total of EUR 22.5 million, part of which was paid directly to Worldline; the balance of the re-estimated separation costs will be borne by your company. In addition, the agreement provides, for the few Worldline employees who have benefited from Atos performance shares, that Atos undertakes to change the condition of presence within the Atos Group to a condition of presence within the Worldline Group, if Atos comes to hold less than 10% of the

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Universal Registration Document 2019