Worldline - 2019 Universal Registration Document

E

FINANCIALS Parent company financial statements

Conventions already approved by the general assembly

Agreement relating to the application of the health expenses and "Disability, Invalidity, Death" plans in force within your company for all employees, for the benefit of Mr. Gilles Grapinet In addition, in this same context, your Board of Directors, meeting on February 18 th , 2019, authorized the conclusion of an agreement designed to authorize Mr. Gilles Grapinet to benefit, under the same conditions as employees, from the health expense reimbursement plan and the "Disability, Invalidity, Death" plan, as well as the employer's contributions to these plans, in force within your Company for all employees. The amount of the contributions paid by your company in this respect amounts to 2,240.04 euros for the financial year 2019. Amendment to the agreement concluded between Worldline and SIX Group AG on October 18 th , 2018 Persons concerned: SIX Group AG, shareholder with more than 10% of the ● voting rights; Dr. Romeo Lacher, Director of your company until ● April 30 th , 2019 and Chairman of the Board of Directors of SIX Group AG; Mrs. Giulia Fitzpatrick, director of your company appointed ● upon proposal of SIX Group AG; Mr. Lorenz von Habsburg Lothringen, director of your ● company as of April 30 th , 2019 and director 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. In connection with the acquisition of SIX Payment Services, SIX Group AG and Atos SE entered into a shareholders' agreement on October 18 th , 2018 to structure the new governance of Worldline in connection with the contribution of SIX Group AG's payment services division and providing for obligations and rights of SIX Group AG to protect its financial interests (the "Shareholders' Agreement"). Furthermore, an agreement was concluded between SIX Group AG and your company on the same day (the "Worldline-SIX Agreement"). In connection with the distribution by Atos SE of 23.5% of the share capital of your company, Atos SE and SIX Group AG have renegotiated their Shareholders' Agreement and invited your company to amend the Worldline-SIX Agreement (the "Amendment") accordingly. This Amendment, which main provisions are as follows, was authorized by your Board of Directors at its meeting held on March 15 th , 2019 and signed on March 18 th , 2019: The Addendum provides for the extension of your ● company's commitment to use reasonable efforts to implement, if necessary, a possible request by SIX Group AG for a secondary listing of the Worldline shares on the SIX Swiss Stock Exchange (in addition to the listing of the Worldline shares on the regulated market of Euronext Paris), for a period of one year following the date of signature of the Addendum, instead of one year from November 30th, 2018 (date of completion of the acquisition of SIX Payment Services);

Agreements approved in prior years that remained in force during the year

Pursuant to Article R. 225-30 of the French Commercial Code, we have been informed that the execution of the following agreement, already approved by the General Meeting in previous years, continued during the year just ended. Employment contract suspension agreement concluded with Mr. Marc-Henri Desportes, Chief Operating Officer of your company Your Board of Directors, meeting on July 21 st , 2018, previously authorized the conclusion of the agreement suspending the employment contract of Mr. Marc-Henri Desportes, Deputy Chief Executive Officer of your Company as of August 1st, 2018, and for the duration of his duties as Deputy Chief Executive Officer. This agreement was signed on July 23 rd , 2018. The employment contract of Mr. Marc-Henri Desportes was suspended during his term of office and will be automatically reactivated as soon as his corporate office ceases, regardless of the cause of such termination (including in the event of dismissal for any reason whatsoever). This agreement includes a clause on the resumption of seniority acquired by virtue of his corporate office and a clause relating to remuneration and individual and collective benefits upon resumption of the employment contract. Agreements approved during the past fiscal year In addition, we have been informed of the execution, during the past fiscal year, of the following agreements, already approved by the General Meeting of April 30 th , 2019 on the basis of the Special report of the auditors of April 5 th , 2019. Transfer agreement of Mr. Gilles Grapinet, Chief Executive Officer and then Chairman and Chief Executive Officer of your Company as of October 24 th , 2019 Following the announcement by Atos, on January 29 th , 2019, of the distribution in kind of approximately 23.5% of the share capital of your company, Mr Gilles Grapinet no longer holds any position within Atos since February 1 st , 2019 and has dedicated since that date all of his duties to the exercise of his office as Chief Executive Officer and then Chairman and Chief Executive Officer of Worldline as from October 24 th , 2019. In this context, your Board of Directors, meeting on February 18 th , 2019, authorised the conclusion of a transfer agreement between Atos International, Worldline and Mr Gilles Grapinet, which relates solely to the change of function and status of the latter, and thus terminated his permanent employment contract with Atos International. The agreement does not contain any financial commitment on the part of your company.

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Universal Registration Document 2019