Worldline - 2019 Universal Registration Document

FINANCIALS Parent company financial statements

In addition, the veto rights of SIX Group AG (as described ● in the 2018 Reference Document, section G.1.4) will only apply to the extent that (i) SIX Group AG holds a number of shares of your company representing more than 8% of the share capital and voting rights and (ii) Atos SE holds a number of shares representing more than 8% of the share capital and voting rights of your company; Worldline's commitment under the agreements entered ● into with a company of the Atos Group has also been modified: it is agreed that the Board's internal rules should specify that the principles governing the procedure relating to such agreements entered into between a Worldline Group company and an Atos Group company (including, where applicable in case of termination of the Shareholders' Agreement) apply as long as (i) SIX Group AG holds a number of shares of your company representing more than 8% of the share capital or voting rights and (ii) (a) Atos SE holds a number of shares of your company representing more than 10% of the voting rights or (b) at least one director is also a member of the Board or executive officer, within the meaning of Article L. 225-38 of the French Commercial Code, Atos SE or an Atos Group company. Global alliance 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 March 15 th , 2019, authorised the conclusion of the Global alliance agreement between your Company and Atos SE (the "Global Alliance Agreement"), following the announcement of the proposed distribution to its shareholders, by Atos SE, of 23.5% of the shares of your company, considering that it was in the interest of your company to maintain a strong industrial and commercial partnership with Atos SE and a mutually beneficial cooperation in specific areas (i.e. sales, research and development (R&D), human resources and purchasing) in order to preserve synergies, in particular in the areas of innovation in digital and payment services, and to foster the development of the talents of the employees of both companies. This partnership also facilitates Worldline's transition to the status of an independent company, a leading player in payment services in Europe, thus maximizing its potential for value creation.

The Global Alliance Agreement includes a mutual cooperation clause, a liability limitation clause, a confidentiality clause and a clause under which each party bears its own costs. The Global Alliance Agreement came into force on May 7 th , 2019 (the date of completion of the distribution) for a period of five years (renewable twice tacitly for a period of three years, unless terminated by either party upon six months' notice), it being specified, however, that Worldline and Atos SE have the option to terminate the Global Alliance Agreement, in particular in the event of a change of control of the other party. This Global Alliance Convention covers four main areas: sales, research and development (R&D), human resources and purchasing. It includes a general reciprocal cooperation clause, as well as governance stipulations relating to the establishment of a Global Alliance Council and specific Alliance Councils for each of the four areas, and a dispute resolution method including an escalation and prior negotiation procedure. a) In the area of sales The Global Alliance Agreement provides in particular for: the setting up of a network to search for sales ● opportunities; principles governing resale agreements for identified offers ● and services (including reciprocal commitments); principles of privileged partnership in order to allow the ● maintenance of the current mode of cooperation within a defined legal framework and in compliance with the applicable rules, in particular with respect to competition (no exclusivity clause); on a case-by-case basis, the possibility of responding ● jointly to calls for tenders (a standard partnership agreement will be annexed to the Global Alliance Agreement which will be tailored to each situation); cooperation is ensured by the specific "sales" council of ● the alliance, which meets regularly. This council makes documented decisions concerning the validation of quotations and joint offers and ensures compliance with competition law and confidentiality obligations; the principles governing the use of the other party's ● references (pre-approved in the case of a resale agreement relating to a specific offer and subject to prior authorisation in other cases). The Global Alliance Convention also governs (i) the terms and conditions of use of the Business Technology & Innovation Centers ("BTIC") which, in particular, allows demonstrations of Worldline products in a specific location, (ii) access to Worldline customer sessions, (iii) co-presentation rules, as well as (iv) joint participation in trade shows and events. b) In the field of research and development (R&D) The Global Alliance Convention organises Worldline's participation in Atos Scientific Community and Experts Community meetings and more specifically: Worldline's contribution to both communities in the form of ● predefined annual amounts calculated on a man-day basis;

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297 Universal Registration Document 2019