Worldline - 2020 Universal Registration Document

UNIVERSAL REGISTRATION DOCUMENT 2020

INCLUDING THE ANNUAL FINANCIAL REPORT

CONTENTS A

E AFR FINANCIALS

GROUP OVERVIEW Business profile A.1

3

227

Operational review E.1

4 5 6 7

228 233 233 234

Revenue profile A.2

2021 revenue trend scenario E.2

Message from Gilles Grapinet A.3

2021 objectives E.3. Financial review E.4

Worldline in 2020 A.4 Group presentation A.5

Consolidated financial statements E.5 244 Parent company financial statements E.6 300 Other financial information E.7 relating to Worldline SA 327 Related Party Transactions E.8 329 Non-IFRS financial measures E.9 332 F

11

B THE PAYMENT INDUSTRY

25

Card Payments B.1

26 28

Non-card based payments B.2 Other solutions in and around B.3 the payment value chain Key market trends and drivers B.4 of change C DESCRIPTION OF THE GROUP’S BUSINESS

29

AFR RISK ANALYSIS

335

30

Risk management activities F.1

336 340 351 353

Risk factors F.2

Legal Proceedings F.3 Internal Control F.4

39

G AFR CORPORATE GOVERNANCE AND CAPITAL

Description of the Group’s C.1 four Business Lines services Competitive Strengths C.2 Worldline’s Business Model C.3 Worldline: a regulated Group C.4

40 61 65 68 74 77 78 79 80 81

359

Legal Information G.1

360 362

Corporate Governance G.2 Executive compensation G.3 and stock ownership 2021 Annual Shareholders’ G.4 General Meeting

Strategy C.5

Technology C.6

408

Sales and marketing C.7

Procurement and suppliers C.8

455

Investments C.9

Evolution of capital G.5

and stock performance

455

Property Plant and Equipment C.10 Research and Development, C.11 Patents and Licenses

H APPENDICES

82

D AFR EXTRA-FINANCIAL STATEMENT OF PERFORMANCE

467

Persons responsible H.1

468 469 474 483 483

Glossary H.2

85

Cross-reference tables H.3

Integrating sustainability D.1 into Worldline’s business

Contacts H.4

86

Financial calendar H.5

Building customer trust with reliable, D.2 secured, innovative and sustainable solutions Being a responsible employer D.3 169 Reducing our environmental footprint D.5 190 Reporting methodology and scope D.6 for non-financial indicators 214 113 139 Ensuring business ethics D.4 within our value chain

The elements of the Annual Financial Report are identified by the AFR symbol . AFR

2020 UNIVERSAL REGISTRATION DOCUMENT

This document is a translation into English of the Universal Registration Document of the Company issued in French and it is available on the website of the Issuer. In case of discrepancies, the French version shall prevail. The French original 2020 Universal Registration Document has been filed on April 13, 2021 with the Autorité des Marchés Financiers (AMF) as competent authority under Regulation (EU) 2017/1129 (the “Regulation”), without prior approval pursuant to Article 9 of the Regulation. The Universal Registration Document may be used for the purposes of an offer to the public of securities or admission of securities to trading on a regulated market if it is supplemented by a securities note and, if applicable, a summary together with any amendments to the Universal Registration Document. All shall be approved by the AMF in accordance with the Regulation. This Universal Registration Document is available on the websites of the AMF (www.amf-france.org) and of Worldline (www.worldline.com). Disclaimer By accepting this document, you acknowledge, and agree to be bound by, the following statements. This document is a translation into English of the Universal Registration Document of the Company issued in French and it is available on the website of the Issuer. Copies of the Registration Document, in its original French version, may also be obtained free of charge at Worldline’s registered office, 80 quai Voltaire, Immeuble River Ouest, 95870 Bezons as well as on the website of Worldline (www.worldline.com). This translation is provided for your convenience only and may not be reproduced, redistributed or passed on, directly or indirectly, to any other person or published in whole or in part for any purpose. This Translation has not been prepared for use in connection with any offering of securities. It does not contain all of the information that an offering document would contain. None of Worldline or any of its respective officers, directors, employees or affiliates, or any person controlling any of them assumes any liability which may be based on this translation or any errors or omissions therefrom or misstatements therein, and any such liability is hereby expressly disclaimed. This translation does not constitute or form part of any offer to sell or the solicitation of an offer to purchase securities, nor shall it or any part of it form the basis of, or be relied on in connection with, any contract or commitment whatsoever. Persons into whose possession this translation may come are required by Worldline to inform themselves about and to observe any restrictions as to the distribution of this translation.

1

Universal Registration Document 2020

Notes

In this Registration Document, the terms the “Company” or “Worldline” mean the Worldline SA parent company itself. The terms the “Group” and “Worldline Group” mean Worldline SA and its consolidated subsidiaries, collectively. Unless otherwise indicated, the terms “Atos” and the “Atos group” mean Atos SE and its consolidated subsidiaries other than those dedicated to electronic payment and transactional services and other Worldline activities. Forward-looking statements This Registration Document contains statements regarding the prospects and growth strategies of the Group. These statements are sometimes identified by the use of the future or conditional tense, or by the use of forward-looking terms such as “considers”, “envisages”, “believes”, “aims”, “expects”, “intends”, “should”, “anticipates”, “estimates”, “thinks”, “wishes” and “might”, or, if applicable, the negative form of such terms and similar expressions or similar terminology. Such information is not historical in nature and should not be interpreted as a guarantee of future performance. Such information is based on data, assumptions, and estimates that the Group considers reasonable. Such information is subject to change or modification based on uncertainties in the economic, financial, competitive or regulatory environments. This information is contained in several sections of this Registration Document and includes statements relating to the Group’s intentions, estimates and targets with respect to its markets, strategies, growth, results of operations, financial situation, and liquidity. The Group’s forward looking statements speak only as of the date of this Registration Document. Absent any applicable legal or regulatory requirements, the Group expressly disclaims any obligation to release any updates to any forward looking statements contained in this Registration Document to reflect any change in its expectations or any change in events, conditions or circumstances, on which any forward looking statement contained in this Registration Document is based. The Group operates in a competitive and rapidly evolving environment; it is therefore unable to anticipate all risks, uncertainties or other factors that may affect its business, their potential impact on its business or the extent to which the occurrence of a risk or combination of risks could have significantly different results from those set out in any forward-looking statements, it being noted that such forward-looking statements do not constitute a guarantee of actual results. Information incorporated by reference In accordance with the requirements of article 19 of EU Regulation 2017/1129 dated June 14, 2017 relating to documents issued by issuers listed on markets of states members of the European Union, the following elements are enclosed by reference: The consolidated accounts for the year ended December 31, ● 2019 under IFRS as adopted by the European Union; The related Statutory Auditors’ report; and ● The related Group management report; ● presented within the 2019 Registration Document (“Document d’Enregistrement Universel”) n° D.20-0411 filed with the Autorité des Marchés Financiers (AMF) on April 29, 2020. The consolidated accounts for the year ended December 31, ● 2018 under IFRS as adopted by the European Union;

The related Statutory Auditors’ report; and ● The related Group management report; ●

presented within the 2018 Registration Document (“Document de Référence”) n° D.19-0185 filed with the Autorité des Marchés Financiers (AMF) on March 21, 2019..

Information from third parties, expert certifications and interest declarations Certain information found in this Registration Document comes from third-party sources. The Company certifies that this information has been, to the best of its knowledge, faithfully reproduced and that to the knowledge of the Company based on the data published or provided by these sources, no fact has been omitted that would render this information inaccurate or misleading. Information on the Market and Competitive Environment This Registration Document contains, in particular in Chapter B, “The Payment Industry”, information relating to the Group’s markets and to its competitive position. Some of this information comes from research conducted by outside sources. This publicly available information, which the Company believes to be reliable, has not been verified by an independent expert, and the Company cannot guarantee that a third party using different methods to collect, analyze or compute market data would arrive at the same results. Unless otherwise indicated, the information contained in this Registration Document related to market shares and the size of relevant markets are the Group’s estimates and are provided for illustrative purposes only. Risk Factors Investors should carefully consider the risk factors in Chapter F, “Risk analysis”. The occurrence of all or any of these risks could have an adverse effect on the Group’s business, reputation, results of operation, financial condition or prospects. Furthermore, additional risks that have not yet been identified or that are not considered material by the Group at the date of the visa on this Registration Document could produce adverse effects Glossary A glossary defining certain technical terms used in this Registration Document can be found in Chapter H. Global Reporting Initiative («GRI») [GRI 102-54] Claims of reporting in accordance with the GRI Standards Since Worldline is a member of the Global Reporting Initiative (“GRI”) of references to the GRI codification have been inserted at the relevant sections of this Registration Document using the format [GRI-x]. These references follow the structure of the GRI Content Index presented in the Worldline CSR report, and allowidenti fying GRI Standards and Specific disclosures in the Registration Document and CSR. More information about the Content Index Table that establishes a cohesive approach between Worldline’s initiatives, our contribution to the SDGs and the GRI standards can be found at https://worldline.com/en/home/about-us/ our-commitment.html.This report has been prepared in accordance with the GRI Standards: “Comprehensive option”.

2

Universal Registration Document 2020

A

GROUP OVERVIEW

Business profile A.1 Revenue profile A.2

Worldline in 2020 A.4

4

7 7

Key graphs A.4.1

5 5 5 6

Group presentation A.5 Formation of the Group A.5.1

11

By Global Business Line A.2.1 By Geographic areas A.2.2

11

Simplified organizational chart A.5.2 Subsidiaries and participation A.5.3 Management and organization A.5.4

14 15 19

Message from Gilles Grapinet A.3

3

Universal Registration Document 2020

A

GROUP OVERVIEW Business profile

Business profile [GRI 102-1] [GRI 102-2] [GRI 102-7] A.1

Worldline is the European leader in the payments and transactional services industry and #4 player worldwide. Worldline delivers new-generation services, enabling its customers to offer sustainable, secure and innovative solutions to the end consumer. A key player in the B2B2C market, the Group has over 45 years of payment systems expertise. It operates in more than 50 countries, throughout Europe and in several emerging markets in Latin America and Asia (where Worldline also has a leading position in India as a payment processor and in Asia-Pacific in payment Software Licensing). Through its recent acquisition of Ingenico, the Group extended and reinforced its geographic presence in the world, and has an exceptional reach in Continental Europe, with notably a new leadership position in Germany, a strong position in the Nordics and an enhanced access to French banks and merchants, in addition to Worldline’s historical leadership positions in Benelux, Switzerland and Austria. This global geographical coverage was expanded with an access to the US market and a reinforcement of Worldline’s exposure to merchants in Latin America and Asia-Pacific with an expansion in low card penetrated countries. The Group operates across the full extended payment services value chain, providing an extensive range of merchant acquiring, payment processing and business solutions services to financial institutions, merchants, corporations and government agencies. It offers a unique and flexible business model built around a global and growing portfolio. The Group works closely with its clients to build and run outsourced services, typically under long-term contracts where it receives fees for the initial implementation of the solution as well as recurring revenue over the life of the agreement based on business transaction volumes or transaction values. The Group’s strong culture of innovation allows it to help clients enhance their existing services and harness advances in technology to create new markets and services. As at December 31, 2020 Worldline employed c .21,000 staff worldwide. Over the year it generated total revenues of € 2,748 million, OMDA of € 700 million and net income group share of € 162 million.

Worldline has four Global Business Lines (GBL), each with its own portfolio of services and solutions and presenting significant opportunities for growth, that together form the foundation for the Group’s business strategy: The "Merchant Services GBL" includes pan-European and ● domestic commercial acquiring for physical or online businesses, covering the full retail value chain, online and in-store, through a complete approach; The "Terminals, Solutions & Services GBL" was built from ● Ingenico B&A’s division, reinforced by Worldline own payment terminal business. It delivers world-class terminals solutions & services to banks & acquirers, focusing on offering newchannels an d customized software solutions suited to markets maturity; The "Financial Services GBL" targets banks and other ● financial institutions. Its mission is to secure payment transaction processing in a challenging and evolving regulatory environment, by leveraging the Group’s industrial scale processing operations and continuously providing innovations that support alternative pricing models, while taking into account new payment methods and value added services; The "Mobility & e-Transactional Services GBL" goes ● beyond traditional payment transactions, helping public transport networks, government entities and business develop new paperless digital services and evolve their business models by leveraging digital advances in mobility and data analysis solutions originally developed in the Group’s payment business. The activity of these four business line is described in detail in Section C. The Group operates its business through a unified worldwide strategy for carrying out contracts aimed at maximizing economies of scale by leveraging a combination of standard processes and tools, shared best practices and efficient use of global resources to deliver high quality services at competitive prices.

4

Universal Registration Document 2020

GROUP OVERVIEW Revenue profile

Revenue profile [GRI 102-6] [GRI 201-1] A.2

By Global Business Line A.2.1

A

Following the acquisition of SIX Payment Services end of 2018 and furthermore following the acquisition of Ingenico end of 2020, Merchant Services is the largest Global Business Line of the Group, representing 45% of the 2020 revenue (47% on a proforma basis). 33% of the revenue base was generated through Financial Services contracts (19% on a proforma basis), 12% by Mobility & e-Transactional Services contracts (7% on a proforma basis), and 10% by Terminals, Solutions & Services activities (28% on a proforma basis).

10% Terminals, Solutions & Services

2020 revenue 1,245.6

45% Merchant Services

(In € million)

Merchant Services Financial Services

904.0 324.5 273.7

Mobility & e-Transactional Services Terminals, Solutions & Services

12% Mobility & e-Transactional Services

Worldline

2,747.8

33% Financial Services

By Geographic areas [G102-4] A.2.2

Europe is the Group’s main operational base, generating circa 90% of total revenue in 2020.

5% Americas

7% Asia Pacific

2020 revenue

(In € million)

35% Northern Europe

Northern Europe

948.8 845.5 625.7 193.2 134.6

23% Southern Europe

Central & Eastern Europe

Southern Europe

Asia Pacific

Americas Worldline

2,747.8

31% Central & Eastern Europe

Universal Registration Document 2020

5

A

GROUP OVERVIEW Message from Gilles Grapinet

Message from Gilles Grapinet [GRI 102-1] [GRI 102-14] A.3

Dear Madam, Dear Sir, Dear shareholders, 2020 was genuinely an extraordinary year, in the true sense of the word. Covid-19 will stay in the history books for decades to come. It brought exceptional challenges, both societal and economic. It is probably the first ever truly global and synchronous event which impacted every country on earth with the same immediate threat. In spite of these testing conditions, your Group was able to achieve all its major objectives for the year and this is a source of immense collective satisfaction. In response to the pandemic, we have achieved our immediate aims of protecting our people, ensuring business continuity and continuing to prepare Worldline for the future. We rapidly implemented rigorous health and safety measures everywhere we operate, in strict compliance with the recommendations of local authorities. We temporarily adapted our cost base to keep our business strong and maintain our long-term growth prospects. In parallel, we ensured full business continuity in all areas of our business. We responded to the needs of our clients, whether it was helping merchants ramp up online commerce, contactless payments, click-and-collect and mobile payments or responding to an increase in volumes of e-commerce and cashless payments processed for banks. This enabled our business lines to maintain a level of activity in line with our annual objectives as set out in April 2020, demonstrating the strong resilience of our business model. Of course, the most important strategic development of Worldline in 2020 is our friendly acquisition of Ingenico that we announced in February. Thanks to the extraordinary joint work of both companies, we were able to close end of October, within the expected timings. It is a truly strategic milestone in our company’s history. We have expanded our footprint in the US, Latin America and Asia, as well as in Germany, the Nordic countries and especially in online payments. Our integration and synergy plans are progressing at a rapid pace. More than ever, we cover the entire payment value chain, with outstanding market positions in online payments, merchant acquiring and industrial banking and payments transaction processing. The acquisition has ideally positioned Worldline for the structural transformation of our markets and for new opportunities to play a central role in the consolidation of the payments sector in Europe and beyond.

This major transformation of our business is incredibly timely and will enable the Group to take full advantage of the fundamental changes that the pandemic has set in motion, accelerating pre-existing trends in which we are actively engaged. In our field of digital payments, these changes are leading to more cashless payments, the growth of contactless payments and a significant increase in e-commerce. Finally, the Group has continued to make progress in all areas of social and environmental responsibility and has been recognized through multiple independent assessments as one of the most advanced in the technology sector and beyond. In this regard, in June, you approved a company purpose for Worldline that confirms the link between our mission and our corporate values. At a time when everywhere in the world there are growing concerns regarding the eroded confidence in social media and in the use of individuals’ data and more widely the dominant power of some tech giants, I believe our company purpose and our brand signature – digital payments for a trusted world – profoundly resonate with the expectations of our stakeholders and offer a path for our clients and partners who aim both to lead their industries and to be fully trusted by their customers and society at large. Having managed to make 2020 a truly decisive year for its future, despite the pandemic, Worldline will focus in 2021 on three main priorities: Ensure a fast and flawless integration of Ingenico to deliver ● all the expected synergies and complete the strategic review of the payment terminals business; Pursue preparing the Company to reap all the benefits of ● the structural acceleration of the cashless trends in our economies in parallel with the expected improvement in the health situation; Pursue the strategic development of the Company by ● positioning ourselves for seizing value-creative consolidation opportunities in Europe and beyond. All our efforts will be energized by our company purpose with its important focus on sustainable economic growth and reinforcing trust and security in our societies as we work together with our stakeholders to forge a safer and more prosperous world. Gilles Grapinet Chairman and Chief Executive Officer

6

Universal Registration Document 2020

GROUP OVERVIEW Worldline in 2020

Worldline in 2020 [GRI 102-7] A.4

Key graphs A.4.1

A

5-YEARS REVENUE EVOLUTION (IN € MILLION)

5-YEARS OMDA EVOLUTION (IN € MILLION)

521

2,748

2,382

443

1,594 1,720

293

1,309

253

197

2017 2016 2018 2019 2020

2020

2016

2017

2018 2019

* December 31, 2017 adjusted to reflect change in presentation disclosed Section E.4.7.2 “Basis of preparation and significant accounting policies” of the 2017 Registration Document.

5-YEARS OPERATING MARGIN EVOLUTION (IN € MILLION)

5-YEARS FREE CASH FLOW EVOLUTION (IN € MILLION)

700

602

295

288

391

335

207

176

259

137

2017 2016 2018 2019 2020

2020

2016

2017

2018 2019

* December 31, 2016 adjusted to reflect the change in presentation disclosed in Section E.4.7.2 “Basis of preparation and significant accounting policies” of the 2017 Registration Document

Universal Registration Document 2020

7

A

GROUP OVERVIEW Worldline in 2020

5-YEARS NET DEBT EVOLUTION (IN € MILLION)

5-YEARS EMPLOYEE EVOLUTION

20,709

3,165

11,474 11,877

8,725 9,467

641

2017 2016 2018 2019 2020

35

-348 -309

2020

2016

2017

2018 2019

* December 31, 2016 adjusted to reflect the change in presentation disclosed in Section E.4.7.2 “Basis of preparation and significant accounting policies” of the 2017 Registration Document

A.4.2 January

2020: a landmark year in Worldline’s history

agreement pursuant to which Worldline would launch a tender offer for all Ingenico shares. This transaction would combine two premier companies to create the world’s number four player in payment services. Upon closing, the new combined group would offer best-in-class payment services to nearly 1 million merchants and 1,200 financial institutions. Worldline chosen by Subway® as preferred provider of omnichannel payment solutions , providing state-of-the-art payment solutions to Subway® restaurants across Europe. Worldline’s solution includes POS and E-Commerce acceptance as well as payment terminals operating with the new NEXO retailer protocol. March Worldline awarded “A-“rating for its first participation in the CDP , which is recognized by investors as the best reference rating for a company’s environmental awareness, governance and leadership to address climate change.

CREDEM, one of Italy’s leading private banks, has successfully started processing Target2 payments with Worldline’s Payment and Liquidity Hub software CRISTAL and has migrated the processing of Euro high-value payments (HVP) to CRISTAL Proactive Liquidity Manager, Worldline’s software package for intraday liquidity management, connection to Target2 and control of payment outflow. CREDEM also has started live operations with Worldline’s CRISTAL Collateral management module to manage eligible collateral assets mobilized at Banca d’Italia and to monitor credit headroom on central money market.

February

Worldline to acquire Ingenico, creating a new world-class leader in payment services in payment services. Worldline and Ingenico Group announced that their respective Boards of Directors have unanimously approved a business combination

8

Universal Registration Document 2020

GROUP OVERVIEW Worldline in 2020

April YUMI, Worldline’s game-changing business facilitator for merchants, was a winner of 2020 iF DESIGN AWARD, the world-renowned design prize. YUMI achieved a win in the Product discipline, Payment Terminal category. YUMI has been designed in collaboration with design and innovation agency VanBerlo and delivers cutting edge technology and functionality to merchants and their customers. Designed to create exceptional user experience in Point of Sales, and thanks to its ability to rotate a full 360 degrees and its Android capabilities, YUMI revolutionizes merchant-customer interactions by delivering on the customer’s needs to have a new, dynamic and efficient shopping experience. May Worldline, Ingenico Group, Nets, and Nexi announced the launch of “European Digital Payments Industry Alliance” (EDPIA), a European advocacy alliance bringing together Europe’s leading independent payment services providers. EDPIA’s vision is for Europe to become a global leader in digital payments, which can fuel the completion of the Digital Single Market for the benefit of consumers, businesses and the public sector. It does so by engaging in European policy discussions impacting the European payments sector, and by helping bring instant, secure and frictionless payments closer to Euopean citizens, businesses, and public bodies. Worldline has been recognized by a Prime status and a B-rating from the independent non-financial rating agency ISS ESG. This announcement demonstrates improvement of its Environment Social & Governance (ESG) performance from a C+ to a B- rating in 1 year. The rating means Worldline ranks within the first decile rank of the 407 companies assessed in the Software and IT services industry, thus joining the very prestigious circle of the sector leaders in sustainability. June Worldline has sealed a multi-year contract with BNP Paribas Fortis , a leading financial institution in Belgium and across Europe. Under this agreement, Worldline will set up and operate BNP Paribas Fortis’ omnichannel Contact Service Center (CSC) using WL Contact. Operating in SaaS (Software-as-a-Service) mode, this proven contact center solution will handle all customer interaction, regardless of the communication channel they chose.

needs of small businesses and offering an extensive range of local payment means. With this acquisition, Worldline seizes a rare opportunity to develop its online collecting activity in the fast-growing Eastern Europe market, enhances its local expertise in digital go-to-market, and strengthens its market position in the Czech Republic and its partnership with Komercni Banka. Worldline has announced a strategic cooperation with Unwire , a Danish Fintech and Mobility-as-a-Service company, to accelerate innovative digital payment technology in transportation. The partnership will broaden Worldline’s Mobility-as-a-Service (MaaS) capabilities across the UK and Ireland as well as the rest of Europe. It will enable Worldline to combine its existing payment capabilities with Unwire’s multi-modal journey planning expertise to provide public transport users with access to plan, book, and pay for their journeys seamlessly through a dedicated app on their smartphones. Worldline teams up with Alstom Transport UK Ltd and South Western Railway in a consortium to respond successfully to the challenge laid out in The Rail Safety and Standards Board’s (RSSB) Dynamic Train Planning Competition. The consortium of these leading organizations, all of which work across the rail industry, brings together in-depth knowledge of the UK’s rail service delivery, data and systems. The consortium will work collaboratively to bring together Passenger and Freight Operators with Network Rail to create a brand new end-to-end planning system, funded by a grant award from RSSB. It will focus on creating an innovative, data-driven solution called PathFinder to deliver validation, automation and integration in a step-change to schedule and timetable planning for GB Rail. October Worldline announced the Fintech winners of its third e-Payments Challenge which took place in September 2020 and was primarily dedicated to focus on the fundamentals: co-create a less cash society powered by data -and a seamless customer experience for sustainable future. All five Fintech finalists that were chosen to present their solutions for the Grand Prize applied advanced technology and design thinking to enable and foster a smooth user experience and highlighted that positioning the customer experience at the center of innovation is key to build resilience, rapidly innovating to adapt to the shift in consumer behavior and prepare companies for success in the long term. Worldline has successfully maintained its position in the restricted TOP 5 of the most sustainable companies of the IT & Software services sector assessed by the rating agency Vigeo Eiris. For its third evaluation by the agency, Worldline achieved a 12-point improvement compared to its first assessment, reaching a global score of 59/100 based on ESG (Environmental, Social and Governance) criteria related to the Environment, Human Resources, Human Rights, Community Involvement, Business Behavior and Corporate Governance.

A

September

Worldline announced the completion of the acquisition of a 53% majority stake in GoPay , the leading online collecting payment services provider for small and medium sized businesses (SMB) in the Czech Republic, with presence in Slovakia, Poland and Hungary. GoPay’s value proposition is based on a high quality payment collecting engine, fit for the

Universal Registration Document 2020

9

A

GROUP OVERVIEW Worldline in 2020

After having been partners for the past eight years, Worldline and PSA Payment Services Austria GmbH have agreed to continue working together for a further five years for the benefit of Austria’s digital payment system. As part of their collaboration, Worldline processes approximately one billion transactions for PSA per year (2019). This includes approx. 770 million payment transactions carried out with the ten million Austrian debit cards directly or indirectly via NFC and mobile-based payment solutions, such as Apple Pay. In addition, Worldline handled approximately 137 million domestic and international ATM cash withdrawals and a further 157 million service transactions. Worldline welcomes Ingenico, creating a new world-class leader in payment services. Following the closing of the Ingenico acquisition, Worldline is now the world’s number four player in payment services with more than 20,000 employees across approximately 50 countries. The new combined group offers best-in-class payment services to nearly 1 million merchants and 1,200 financial institutions, with estimated proforma revenue reaching c. € 5.3 billion in 2019, of which c. € 2.5 billion generated in merchant payment and transaction-related services. November equensWorldline SE, a subsidiary of Worldline has become one of E urope’s leading Open Banking providers since the formal start of PSD2 a year and a half ago. An increasing number of banks and third party providers are exploring the benefits of equensWorldline’s Access 2 Account TPP Services. These services connect the third party provider to more than 2.800 banks in 16 countries and rapidly increasing. Via a single API companies are given the possibility to initiate a payment or retrieve account information from any bank in Europe. The demand for access to account is increasing as more and more companies explore the possibilities that PSD2 and Open Banking have to offer, especially on a pan-European scale. The European Payments Initiative (EPI) enters the next phase with Worldline and Nets becoming shareholders of the EPI Interim Company , as the first third-party acquirers to join the initiative to initiate the implementation of the joint payment initiative. The ambition of EPI is to create a unified, innovative pan-European payment solution leveraging Instant Payment/SEPA Instant Credit Transfer, which offers a card for consumers and merchants across Europe, a digital wallet and P2P payments. The solution aims to become a new standard in payments for European consumers and merchants across all types of retail transactions including in-store, online, cash withdrawal and “peer-to-peer”, as an alternative to existing

international payment solutions and schemes. The joining of third-party acquirers will greatly contribute to the expansion of EPI’s acceptance network on the merchant side in Europe and will allow EPI to build up its own payment ecosystem in the continent. December Worldline achieved “Platinum” level recognition Medal by the independent non-financial rating agency EcoVadis for the fifth year . With a 3-point improvement on its global ESG (Environment, Social, and Governance) performance compared to 2019, Worldline has recorded an overall score of 86/100 in recognition of the continued progress made through its Corporate Social Responsibility (CSR) approach. With this ranking, the highest distinction awarded by EcoVadis, Worldline positions itself in the TOP 1% of the most sustainable companies assessed by the financial platform in all sectors. This award confirms the Company’s long-term commitment to sustainable development in labor & human rights, ethics, environment and sustainable procurement. Worldline reinforces its climate commitment alongside the city of Paris by signing the Paris Climate Action Charter at the “Platinum” level. This initiative is part of the environmental actions implemented by Worldline and supported by its long-term climate strategy, which aims to accelerate the transition to a low-carbon economy. The Group’s strategy aims to improve environmental efficiency by reducing the carbon and energy intensity of its activities. This strategy, which is fully integrated at the heart of its TRUST 2020 program, is bearing fruit since 100% of the Company’s CO 2 emissions are now offset. Worldline announced the signing of a major strategic commercial acquiring alliance with ANZ Bank, one of the largest banks in Asia-Pacific and Australia’s 3 rd largest acquirer with a c. 20% share of transaction volumes processed in Australia. ANZ sees in Worldline the ideal partner to leverage focused technical capability in order to provide the best customer proposition and user experience across all segments. The combination of ANZ’s strong market position and Worldline’s global scale, best-in-class technologies and payment expertise will allow the alliance to grow revenue at a double-digit rate in the coming years. This accelerated growth rate will be delivered through cross and up-sell opportunities based on innovative solutions such as digital onboarding, Alternative Payment Methods (APM), fraud detection, online and omnichannel capabilities, while leveraging the existing merchant portfolio.

10

Universal Registration Document 2020

GROUP OVERVIEW Group presentation

Group presentation [GRI 102-1] [GRI 102-3] [GRI 102-6] A.5

Formation of the Group A.5.1 [GRI 102-10] [GRI 102-45]

Origin. Atos Origin’s 2004 acquisition of the bulk of SchlumbergerSema’s information services business further strengthened its transportation (primarily railroad) business. In 2006, Atos Worldline extended its scope of activity in Belgium by acquiring Banksys and Bank Card company (BCC), companies specialized in payment solutions and systems, thereby becoming a major player in the Belgian payments market, in particular through its role as operator of the Bancontact payment scheme. Since 2009, the Atos group’s payment services strategy has consisted in deploying its HTTS business internationally, initially in Europe – in particular in Germany, Belgium, Spain, the Netherlands, and the United Kingdom – and later in Asia. The Atos group has leveraged its established presence in traditional information technology services to organically develop its HTTS business, while also growing through acquisitions, such as the 2010 acquisitions of Shere Ltd., a UK solutions provider, and Venture Infotek, an independent player in the Indian market and payment sector leader. The acquisition of Venture Infotek strengthened the Atos group’s core payment services business and enabled it to penetrate one of the fastest-growing payment markets in the world. Atos also pursued expansion of its HTTS services in the Asia-Pacific region. In July 2011, the Atos group acquired Siemens IT Solutions and Services (SIS), a significant European SSII belonging to the German group Siemens AG, which resulted in the contribution of several of the German conglomerate’s information technology entities. Through this transaction, Worldline Group primarily acquired SIS’s Mobility & e-Transactional Services business (“MeTS”) in the United Kingdom, Chile and Argentina. With the 2012 acquisition of the Dutch company Quality Equipment BV, which had been a commercial partner of the Group’s for fifteen years, Worldline acquired a key player in the Dutch electronic payment market, in particular in the sales, restaurant and parking sectors.

A

The Group is the leading European providers of electronic payment and transactional services and one of the largest worldwide.

Origins of the Group The origins of Worldline’s business date back 1973, when Sligos, a company formed in 1972 and majority-owned by Crédit Lyonnais, was awarded the first contract to process card-based banking transactions at the time the Carte Bleue credit card system was implemented in France. After its initial public offering in 1986, Sligos expanded internationally. In 1997, it merged with Axime, also a listed company. The Axime group had been formed in 1991 and became a major player in the rapidly consolidating information technology services industry ( sociétés de services en ingénierie informatique , or “SSII”). The Axime group resulted from the merger of (i) SEGIN (electronic banking, telematics); (ii) SITB (banking and financial market transaction management); (iii) SODINFORG (later renamed SEGIN) (electronic banking and personalization of payment support). Customer relations centers and payments services functions were then regrouped within the Axime Services division, while the Axime Multimédia division took over the telematics activities. In 1997, Atos was created through Axime’s merger with Sligos. The Worldline Group’s activities initially arose out of these two entities. The Axime Multimédia division was contributed to Atos Multimédia. Axime’s electronic banking and processing division and Sligos’ payment and electronic banking activities division were contributed to Atos Services later renamed Atos Origin Services. On December 31 st , 2003, Atos Origin Services became Atos Worldline, when the various Atos Origin businesses relating to payment and electronic transactional services were merged. Atos Origin Multimedia was merged into Atos Worldline. Worldline also includes the Atos Origin Processing Services division in Germany (renamed Atos Worldline Processing GmbH in April 2004) and Atos Worldline Produits Solutions Intégration in France. At that time, Atos Worldline operated primarily in France and in Germany, becoming a leader in high-tech transactional services, or “HTTS”. In 2010, Atos Origin Processing GmbH became a wholly owned subsidiary of Atos Worldline. In the United Kingdom, the Group’s presence in transactional activities, in particular relating to private label cards for the hotel and petrol sectors, resulted from the 2000 merger with

Spin off from Atos and Initial Public offering (2014)

After announcing in February 2013 its intention to spin off all of its electronic payment and transactional services activities into a single subsidiary named Worldline, Atos announced in July 2013 that it had completed the project. Worldline completed its initial public offering in June 2014 and the first listing of Worldline’s shares on Euronext Paris occurred on June 27, 2014. Following the initial public offering, all entities of the Group removed the reference to Atos in their corporate names.

Universal Registration Document 2020

11

A

GROUP OVERVIEW Group presentation

Creation of equensWorldline and acquisition of Paysquare (2016 and 2019) The Worldline Group has finalized on September 30, 2016 an agreement with the Equens group in order to reinforce Worldline’s leadership in payment services in Europe. This transaction provides the enlarged Worldline Group with an extensive pan-European reach, strong positions and a strong commercial presence in key countries (France, Belgium, The Netherlands, Germany, Italy, and the Nordics). This transaction was structured in two steps: A share transaction for the Financial Processing activities, ● through a merger of the respective activities of the two groups in Europe to create “equensWorldline”, which was 63.6% controlled by Worldline and 36.4% by the former shareholders of Equens; The acquisition of Paysquare, the Commercial Acquiring ● subsidiary of Equens. Through these transactions, the Worldline Group benefited from a pan-European footprint and has increased its revenue size on a full year basis by c.+25%, out of which c.+40% in Commercial Acquiring and c.+65% in Financial Processing. In September 2019, Worldline finalized the acquisition of Equens by the exercise of its call option on the 36.4% stake held by the minority shareholders of equensWorldline. Acquisition of Cataps / KB Smartpay, First Data Baltics, Digital River World Payments, MRL Postnet and Diamis (2017) Worldline’s strategy of becoming an active industrial consolidator within the European payment market and active on M&A activities globally was reinforced in 2017 with: The acquisition Cataps s.r.o. (operating under the brand KB ● SmartPay), the commercial acquiring subsidiary of Komercni Banka (KB), subsidiary of the Société Générale group and one of the leading banks in the Czech Republic; The acquisition of First Data’s subsidiaries in Lithuania, ● Latvia, Estonia. The leading financial processor in the Baltics, providing to the main Baltic banking groups and also to some banks in the wider Nordic region; The acquisition of Digital River World Payments (DRWP), a ● leading online global payment service provider; The acquisition of MRL Posnet payment service provider ● notably Operating an innovative and state-of-the-art terminal management platform on behalf of 18 Indian banks; The acquisition of Diamis editor of the Cristal software that ● is used by many leading European banks in order to manage SEPA and domestic mass payments as well as the intra-day liquidity for interbank payments and securities trading.

Acquisition of SIX Payment Services (2018) On November 30, 2018 Worldline finalized the acquisition of SIX Payment Services from SIX Group AG. Through this strategic partnership, Worldline materially strengthened its European leadership position with: Circa +30% Group revenue increase; ● Circa +65% increase in Merchant Services business ● attaining over € 1 billion annual revenue on a proforma basis; New n°1 payment market position in Switzerland, Austria, ● Luxembourg and a major reinforcement in Germany. As the transaction was mostly paid in shares, SIX Group AG became a 27% shareholder of Worldline. Deconsolidation from Atos (2019) Since May 2019, following the distribution in kind by Atos SE shareholders of circa 23.5% of the shares making up Worldline’s share capital, Worldline is no longer consolidated within the Atos group. Following additional Atos’ transactions on Worldline shares completed in October 2019 and February 2020, Atos now holds ca. 3.8% of the Worldline share capital, which is underlying exchangeable bonds. In case of exchange in full of the bonds, Atos would no longer hold any Worldline shares and voting rights. Worldline and Ingenico Group SA have announced on February 3, 2020 that their respective Boards of Directors have unanimously approved a business combination agreement pursuant to which Worldline would launch a tender offer for all Ingenico shares, consisting of a 81% share and 19% cash transaction, as well as outstanding OCEANEs. Closed on October 28, 2020 after the very large success of Worldline’s friendly tender offer for Ingenico shares and OCEANEs, this transaction combined two premier companies to create the world’s number four player in payment services with circa 20,000 employees in approximately 50 countries with physical presence. Creation of a new world-class leader in payment services: acquisition of Ingenico (2020)

12

Universal Registration Document 2020

GROUP OVERVIEW Group presentation

The transaction significantly enhanced the business profile and positions of Worldline with the creation of a global leader in payments serving more than 1 million merchants, 1,200 banks and financial institutions, with enhanced operating leverage and economies of scale. The perfect combination of online and in-store Merchant Services created a one-stop-shop position for SMEs as well as global merchants. The extensive geographical footprint of the new Group provides a strong commercial advantage to offer seamless cross-border payment transactions acquiring: Exceptional reach in Continental Europe, with notably a ● new leadership position in Germany, a strong position in the Nordics and an enhanced access to French banks and merchants, in addition to Worldline’s historical leadership positions in Benelux, Switzerland and Austria; Expanded global geographical coverage with access to the ● US market, and a reinforcement of Worldline’s exposure to merchants in Latin America and Asia-Pacific and expansion in low card penetrated countries; Unique market vertical expertise, Ingenico’s strong ● solutions in Travel, Health and e-Commerce complementing Worldline’s expertise in Hospitality, Petrol retail, Luxury retail. Ingenico’s Global leadership position in payment terminals, with more than 14 million units shipped per year and a proven track record built over 35 years of innovation and experience, brings Worldline 1,000 new banking and acquiring relationships worldwide. Under a very strong transformation program initiated in 2019 with a new management team and the completion of its carve-out as a standalone organization, Ingenico B&A business line (payment terminals activities) has already demonstrated increased efficiency and augmented business momentum.

Ingenico initiated in 2020 a transformation of terminal activities towards a “Payments-Platform-as-a-Service” (PPaaS) model, evolving from a hardware-centric payment acceptance model towards a software and services-centric model, and, in the long-term, towards a recurring as-a-service revenue model. In order to secure the long term development perspectives for the business and to accelerate this transformation, in the best interest of its customers, employees and shareholders, a review of the strategic alternatives available to Ingenico’s B&A and Worldline terminal activities now regrouped in Terminals, Solutions & Services (TSS) has been undertaken post-closing as foreseen at the announcement of the Ingenico acquisition. Worldline intends to have completed this strategic review in 2021. As part of this transaction, the combined Group also reinforced its controlling position in Payone, the joint-venture between Ingenico and the German savings bank group DSV (Deutscher Sparkassenverlag), through the contribution of Worldline’s Merchant Services activities in Germany and Austria to the joint-venture. The combination strengthened the product innovation and investment capabilities of the Group with a combined R&D investment in excess of € 300 million. Following the completion of the acquisition of control of Ingenico by Worldline, the composition of the Board of Directors of Worldline and its Committees was modified to reflect the new shareholding structure. Thanks to this new governance fully in place, the Worldline’s Day-one readiness proven methodology and the full mobilization of teams on both sides on preliminary activities to prepare integration, the Group has been ready to operate as a single company as soon as November 2 nd , 2020, enabling the timely implementation of the detailed integration and synergy plans.

A

Universal Registration Document 2020

13