Worldline - 2020 Universal Registration Document


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)


Universal Registration Document 2020

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