Worldline - 2019 Universal Registration Document

E

FINANCIALS Related Party Transactions

Agreements entered into in relation with the contemplated E.8.3 acquisition of Ingenico Group

In the context of the contemplated acquisition of Ingenico Group, Worldline and SIX Group AG entered into, after Board’s approval on February 2, 2020 (to be submitted to 2020 Annual General Meeting): SIX Group AG has subscribed to a voting undertaking 1. dated January 31, 2020 (agreed by Worldline on February 2, 2020 following prior authorization of the Board of Directors) whereby SIX Group AG undertook to vote in favor of the resolutions presented at the shareholders’ meeting necessary to implement the transaction; and SIX Group AG signed a letter-agreement on January 31, 2. 2020 which has been accepted by Worldline after the meeting of the Board dated February 2, 2020 having authorized the foregoing, regarding SIX Group AG’s shareholding in Worldline as well as SIX Group AG’s representation at Board level, with a view to reflect the medium to long term strategic ownership of SIX Group AG in Worldline. Such letter-agreement (as further amended as mentioned in Section G.2.3) notably provides for a public statement from SIX Group AG that Worldline is a highly strategic investment for SIX Group AG and that it intends to commit, subject to the decisions of its corporate governance bodies later this year, to a new lock-up effective upon closing of the acquisition until the end of H1 2021. It was also agreed that SIX Group AG shall be entitled to appoint an additional third member of The operational services provided to Worldline Group entities are materialized by Worldline Group Services Agreements covering the following areas: IT and telecommunications services, procurement services, global communication and talent management services, services relating to global sales strategy, services relating to global marketing strategy and product, client and partnership development services. Support function services provided under these agreements cover services relating to management, sales, mergers and acquisitions, as well as financial, legal, compliance, internal control, human resources and innovation services. The terms pursuant to which these services are rendered and the means of invoicing them depend on the service being provided. The Worldline Group Services Agreements are renewable automatically for successive 12-month terms. They may be terminated at any time by the Company, with respect to its local operational subsidiaries by providing two months’ prior notice. The Worldline Group Services Agreements provides for automatic termination without prior notice in the event that the

the Board of Directors of Worldline to reflect the medium to long term strategic ownership of SIX Group AG in Worldline and as long as SIX Group AG holds at least 15% of the voting rights within Worldline and the combined entity from closing of the contemplated acquisition of Ingenico Group. On March 19, 2020, following the disposals of Worldline’s shares completed by Atos SE until February 4, 2020 and the subsequent decrease of Atos SE’ shareholding in Worldline below 4% of the share capital, the Board of Directors, upon recommendation of the Nomination and Remuneration Committee, decided to anticipate the appointment, upon proposal of SIX Group AG, of such additional Director and decided the interim appointment of Mr. Daniel Schmucki as Director in replacement of Ms. Ursula Morgenstern (additional information regarding such appointment, the ratification of which is subject to the 2020 Annual General Meeting, is In the same context, Atos SE communicated to Worldline and publicly announced its support to the contemplated transaction. It also confirmed that it will vote in favor of the corresponding resolutions regarding the implementation of the contemplated transaction during the relevant General Meeting of Worldline, with all the Worldline shares it will hold at that time. set forth in Section G.2.3.1).

Agreements entered into within the Worldline Group E.8.4

Company ceases to hold, directly or indirectly, more than 50% of the relevant Worldline Group subsidiary. In 2019, Worldline received a total of € 46.3 million in connection with the Worldline Group Services Agreements.

Worldline Specific Services E.8.4.1 Agreements

The Worldline Specific Services Agreements relate to the implementation of particular projects and the terms for re-invoicing the services provided in that context by external providers. The Worldline Specific Services Agreements were entered into for an initial term of twelve months as from January 1, 2013 and are renewable automatically for successive twelve-month terms. They may be terminated at any time by the Company, with respect to its local subsidiaries by providing two months’ prior notice. The Worldline Specific Services Agreements provide for automatic termination without prior notice in the event that the Company ceases to hold, directly or indirectly, more than 50% of the relevant Worldline subsidiary.

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Universal Registration Document 2019