Worldline - 2020 Universal Registration Document

E

FINANCIALS Parent company financial statements

Statutory auditors’ special report on related-party agreements – E.6.2 Shareholders’ Meeting held to approve the financial statements for the year ended December 31, 2020

(i) Second Settlement Agreement with SIX Group AG As part of the finalization of certain post-closing actions of the acquisition of SIX Payment Services on November 30, 2018, in particular the adjustment of the purchase price, your company and SIX Group AG entered into a Master Agreement on May 14, 2018. The parties have come closer and signed a second Settlement Agreement on June 9, 2020, which includes: The finalization of closing accounts; ● The confirmation of the completion of the closing accounts ● and waive any new business benefits that would be taken into account in the closing accounts; The formalization of the commitment of SIX Group AG to ● pay Worldline the - amount of the adjustment price (CHF 58,975,000); The agreement on a commitment by SIX Group AG to ● indemnify Worldline for a maximum amount of CHF 2,800,000 regarding the consequences of an ongoing litigation. This agreement was authorized by your Board of Directors meeting on June 9, 2020, considering that it was in your company’s interest to finalize the post-closing actions resulting In the context of the letter-agreement concerning the participation of SIX Group AG in your company, as mentioned in the second part of this report and approved by your General Assembly on June 9, 2020, under which SIX Group AG has confirmed its intention to engage publicly, subject to the decisions of its governance bodies, in a new period of intransferability on its Worldline shares until the end of the first half of 2021, a lock-up agreement (Lock-up Agreement) was concluded on October 28, 2020 between your company and SIX Group AG to formalize this commitment. This commitment thus provides, during the period between October 28, 2020 and June 30, 2021 included, that SIX Group AG will not be authorized to: Directly or indirectly transfer or agree to transfer any ● shares of your company or any other securities of your company; Enter into any derivative or other agreement or transaction ● that has similar substantial economic effects on your company’s shares; Publicly announced its intention to carry out one of the ● operations mentioned. This unavailability does not apply to: An intra-group transfer, subject to the resumption of the ● undertaking by the transferee entity; The issuance by SIX Group AG of Worldline ● share-exchangeable bonds for the purposes of a publicly announced financing operation by SIX Group AG, as the principal amount of these Worldline share-exchangeable bonds would not exceed € 750 million. from the acquisition of SIX Payment Services. (ii) Lock-up Agreement with SIX Group AG

To the shareholders, In our capacity of statutory auditors of your company, we hereby present our report on regulated agreements. The terms of our engagement require us to communicate to you, based on information provided to us, the principal terms, the conditions and the reasons for the Company’s interest in those agreements brought to our attention or which we may have discovered during the course of our audit, without expressing an opinion on their usefulness and appropriateness or identifying such other agreements and commitments, if any. It is your responsibility, pursuant to article R. 225-31 of the French Commercial Code ( Code de Commerce ), to assess the interest involved in respect of the conclusion of these agreements for the purpose of approving them. Our role is also to provide you with the information provided for in article R. 225-31 of the French Commercial Code in respect of the performance of the agreements and commitments, already authorized by the Shareholders’ Meeting and having continuing effect during the year, if any. We have performed the procedures we considered necessary in accordance with the professional standards applicable in France ( Compagnie nationale des commissaires aux comptes ) relating to this engagement. These procedures consisted in verifying that the information provided to us is consistent with the source documents from which it was extracted. In accordance with article L. 225-40 of the French Commercial Code, we have been advised of the following agreement entered into during the year ended December 31, 2019 which was authorized by your Board of Directors. Agreements with SIX Group AG Persons concerned: SIX Group AG, shareholder with more than 10% of the ● voting rights; Mr. Jos Dijsselhof, non-voting member of the Board of ● Directors since March 19, 2020, and Chief Executive Officer of SIX Group AG; Mrs. Giulia Fitzpatrick, a member of the Board of Directors ● of your company appointed on the proposal of SIX Group AG; Mr. Lorenz von Habsburg Lothringen, Director of your ● company and of SIX Group AG; Mr. Daniel Schmucki, non-voting member of the Board ● of Directors until March 19, 2020, then Director of your company and CFO of SIX Group AG. Agreements submitted to the General Meeting of Shareholders for approval Agreements authorized and entered into during the past fiscal year

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Universal Registration Document 2020