Worldline - 2019 Universal Registration Document

E

FINANCIALS Related Party Transactions

The Alliance was entered into as of May 7, 2019 for an initial term of five years (with possible extensions). Furthermore, either party may terminate this Alliance in specific cases, especially following the occurrence of a change of control over the other party. The Alliance was authorized by the Board of Directors and approved by the General Meeting on April 30, 2019. Finally, Atos SE and Worldline entered into a separation agreement (the “Separation Agreement") dated May 6, 2019, in order to optimize so far as possible additional costs, related in particular to IT, resulting from the separation. Such Separation Agreement clarifies the roles of each company and allows for the identification of various costs that the separation activities triggers for each party. It provides for a balanced allocation of such separation costs in proportion with the benefit that each company has out of such costs. It finally allows durable technical and commercial cooperation for both companies and ensures a high level of operational continuity in particular by retaining employees that were granted long term incentives issued by the other company to the extent the performance conditions are met. This agreement contractually sets forth the various elements concerning the allocation of the various costs associated with the distribution of Worldline shares by Atos SE to its shareholders and splits, in a coordinated manner, their separation activities in particular in the areas of intellectual property rights, purchasing, processes and procedures, migration and integration of IT systems, security, offshore resources, insurance, real estate sublease, parent company guarantees and data protection. This agreement also provides principles governing the method of splitting additional costs for the identified activities. Agreements in relation with the E.8.2.1 acquisition of SIX Payment Services As a reminder, in the context of the acquisition of SIX Payment Services on November 30, 2018, the Group entered into a series of agreements with the SIX Group. Such agreements relate to commercial, IT infrastructure services, transitional services, trademarks, real estate agreements and governance-related agreements. Besides, The Group and SIX Group AG are still in the course of finalization of certain post-closing actions regarding, in particular, purchase price adjustment. 1) Commercial agreement relating to services to the Swiss banking ecosystem (SBSA) A Group entity (as service provider) entered into, with a SIX Group company (as service recipient), a ten-year commercial relationship – Swiss banks services agreement governed by Swiss law (the “SBSA”) – regarding the provision by SIX Payment Services AG to Swisskey AG of certain services including services such as debit card processing, ATM (Automated Teller Machine) processing and TWINT finance processing to the Swiss banking ecosystem, long-term oriented quality of services and best in-class innovation.

Out of an initial total estimated at around € 29.1 million of separation costs, mainly IT-related, it was agreed that Atos SE would bear € 18.2 million in 2019 and that the Company would bear 10.9 million in 2020. At the end of 2019, these separation costs were reassessed in particular with regard to the IT planning and represented € 37.8 million, still mainly IT-related. As part of the implementation of the Separation Agreement, Atos SE supported a total of € 22.5 million in 2019, part of which by direct payment to the Company as full and final settlement of the conventional separation costs as referred to in the Separation Agreement; the balance of the separation costs thus reassessed remain borne by the Company. In addition, for the few Worldline employees who have benefited from Atos SE performance shares, the Separation Agreement provides that Atos SE undertakes to transform the condition of presence within the Atos group into the condition of presence within the Worldline Group if Atos SE comes to hold less than 10% of the 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 for the benefit of Atos employees who have benefited from Worldline performance shares. Upon recommendation of the Audit Committee, the Board of Directors of Worldline authorized the signature of this Separation Agreement, during its meeting following the General Meeting held on April 30, 2019. This agreement will be submitted for the approval of the 2020 Annual General Meeting. The SBSA provides for termination provisions which may, in particular, be triggered in the event of a direct or indirect change of control of SIX Payment Services AG (including, inter alia , where the legal or beneficial ownership of over 50% of its capital or similar is acquired by another entity, where it is merged with or into another unaffiliated entity, where all or substantially all of its assets are transferred, or where the power to direct or cause the direction of the management and policies of SIX Payment Services AG or the power to elect the majority of its Board members is acquired by another entity). In 2019, SIX Payment Services AG received from Swisskey AG approximately € 33.2 million in connection with the SBSA. It also received € 1 million from SwissKey AG in connection with the reinvoicing of operational cost incurred to deliver services. 2) IT infrastructure services agreement (LTIA) A Group entity (as service recipient) entered into, with a SIX Group company (as service provider) a ten-year IT infrastructure services agreement whereby SIX Payment Services AG (and its affiliates) would receive, or continue to receive as applicable, certain services including system services, network services, security and compliance services, IT operations services and service desk services from SIX Group Services AG necessary for the continuation of the payment services business without interruption (the “LTIA”).

Agreements entered into with SIX Group E.8.2

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Universal Registration Document 2019