Worldline - 2019 Universal Registration Document

FINANCIALS Parent company financial statements

share capital and voting rights of Worldline. Indeed, below this threshold provided for by the French Commercial Code, the condition of presence "within the Atos Group" would no longer be satisfied. The final allocation remains of course subject to the satisfaction of the performance conditions. A comparable commitment is made by Worldline to the benefit of Atos employees who have benefited from Worldline performance shares. We have been advised of the following agreements, authorized and entered into since the end of the financial year, which were previously authorized by your Board of Directors. Agreements with SIX Group AG Persons concerned: SIX Group AG, shareholder with more than 10% of the ● voting rights; Mr. Jos Dijsselhof, non-voting member of the Board of ● Directors since March 19 th , 2020, and Chief Executive Officer of SIX Group AG ; Mrs. Giulia Fitzpatrick, a member of the Board of Directors ● of your company appointed on the proposal of SIX Group AG; Mr. Lorenz von Habsburg Lothringen, director of your ● company and of SIX Group AG; Mr. Daniel Schmucki, non-voting member of the Board of ● Directors until March 19 th , 2020, then director of your company and CFO of SIX Group AG. (i) Commitment by SIX Group AG to vote in favour of the resolutions submitted to the Annual General Meeting of Worldline Worldline announced on February 3 rd , 2020 the proposed acquisition of Ingenico (the "Operation") through a public tender offer that Worldline intends to launch for all of Ingenico's shares and convertible bonds (OCEANEs). In this context, SIX Group AG has sent to your company a voting commitment letter on January 31 st , 2020, in which SIX Group AG irrevocably undertook to vote in favour of the resolutions to be presented at the Annual General Meeting to implement the Transaction. The Board of Directors, at its meeting of February 2 nd , 2020, authorized the conclusion of this voting commitment. Worldline countersigned the voting commitment at the end of this Board meeting. Your Board of Directors considered that it is in the interest of your company to have the full support of SIX Group AG, one of its reference shareholders, in order to complete the merger project between Worldline and Ingenico. (ii) Letter of agreement regarding SIX Group AG's participation in Worldline In connection with the contemplated Transaction, SIX Group AG has sent to your company a letter of agreement on Agreements authorized and entered into since the date of year-end closing

January 31 st , 2020, regarding SIX Group AG's participation in Worldline and the representation of SIX Group AG at the level of the Board of Directors, in order to reflect the medium- and long-term strategic significance of SIX Group AG's participation in Worldline. The Board of Directors met on February 2 nd , 2020 and authorized the conclusion of this letter-agreement. Worldline countersigned the voting commitment at the end of this Board meeting. This includes a public declaration by SIX Group AG that Worldline is a highly strategic investment for SIX Group AG and that SIX Group AG intends to commit, subject to the decisions of its governing bodies, to a new lock-up period for its shares from the completion of the Transaction until the end of the first half of 2021. It was also agreed that SIX Group AG would have the right to propose the appointment of an additional member of the Board of Directors of Worldline to reflect the medium to long-term strategic significance of SIX Group AG's stake in Worldline and as long as SIX Group AG holds at least 15% of the voting rights of the Company and the combined entity as of the completion of the Transaction. Taking into account in particular: the recent reduction by Atos Origin of its shareholding in ● Worldline to below 4% of the share capital; the status of SIX Group AG as the main shareholder of ● Worldline, having reaffirmed the highly strategic value of its investment in Worldline and its intention to remain a shareholder in the medium and long term; the publicly announced intention of SIX Group AG to ● commit in 2020, subject to the decisions of its governing bodies, to a further period of lock-up on its Worldline shares until the end of the first half of 2021, as proof of its full support for the envisaged strategic acquisition of Ingenico and in line with its position as a reference shareholder in the medium and long term, Your Board of Directors decided on March 19 th , 2020, upon proposal of SIX Group AG and recommendation of the Nomination and Remuneration Committee, to anticipate the appointment of the third member of the Board to be appointed upon proposal of SIX Group AG by co-opting Mr. Daniel Schmucki in replacement of Ms. Ursula Morgenstern (director appointed upon proposal of Atos SE and having resigned), without any condition relating to the completion of the public offer (provided however that SIX Group AG holds more than 15% of the voting rights of Worldline). The Board of Directors met on the same day and authorised the amendment of the letter agreement of February 2 nd , which the parties must finish to formalise. The ratification of the co-optation of Mr. Daniel Schmucki as director is submitted to the vote of the Annual General Meeting 2020. Your Board of Directors also considered that it is in the interest of your company to have the full support of SIX Group AG, one of its reference shareholders, in order to complete the merger project between Worldline and Ingenico.

E

295 Universal Registration Document 2019