Worldline - 2020 Universal Registration Document

FINANCIALS Consolidated financial statements

Implementation of the squeeze out Worldline implemented on November 19, 2020 a squeeze-out with respect to all eligible Ingenico shares which have not been tendered to the tender offer, i.e. , 2,576,195 Ingenico shares representing 4.04% of the share capital of Ingenico, and of all the Ingenico OCEANEs that were not tendered to the tender offer, i.e. 10,449 Ingenico OCEANEs, representing 0.36% of the number of outstanding OCEANEs. The compensation paid in connection with the squeeze-out was equal to the price of the secondary cash offer for the shares ( i.e. , € 123.10 per Ingenico share) and to the price of the cash offer for the OCEANEs ( i.e. € 179 per OCEANE). The Ingenico shares and OCEANEs were delisted from Euronext in Paris on November 19, 2020, the date on which the squeeze-out was implemented.

As part of the reopened offer, taking into account the results and in accordance with the planned mix and match mechanism, and upon completion of the settlement of the reopened offer that took place on November 17, 2020, Worldline hold 59,835,692 Ingenico shares, representing 93.91% of Ingenico’s share capital and 2,893,994 Ingenico OCEANEs, representing 99.64% of Ingenico OCEANEs in circulation. This resulted in the creation of 5,281,929 new Worldline shares.

Consideration transferred

Consideration transferred

(In € million)

Equity instruments (94,027,493 ordinary shares of Worldline SA)

5,948.9 1,689.1 7,638.0

Cash

Total Consideration transferred

As part of the transaction, Worldline issued 95.7 million new issued was measured using the opening market price of ordinary shares (94.0 million for Ingenico shares and 1.7 million Worldline SA’s ordinary shares on the acquisition dates.

issued for Ingenico convertible bonds acquisition) representing 34.3% of the share capital of Worldline as of end of December 2020, fully paid up. The fair value of the shares

The cash transferred was denominated in euros (EUR).

E

Recognized amounts of identifiable assets acquired and liabilities assumed The fair value of Ingenico net assets acquired is set out in the table below:

Assets acquired and liabilty assumed

(In € million)

Fixed assets

2,452.3 -1,269.5

Net Ca sh/(Debt)

Provisions (including pensions)

-126.8 -428.6

Net deferred taxes

Other net assets/liabilities

-21.4 -13.4

Fair value Oceane

Fair value of acquisition

592.5

Preliminary Goodwill

Goodwill 7,638.0 7,638.0

(In € million)

Total consideration transferred 31/12/2020

Total Consideration

a

Equity acquired

-256.8 909.8 -47.1 -13.4 592.5 903.3

Fair value adjustments net of deferred tax Opening Balance sheet adjustments

Fair value Oceane

Fair Value of net assets

b c

Minority interests at fair value

Total 31/12/2020 – Preliminary Goodwill

7,948.8

d=a-b+c

Universal Registration Document 2020

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