Worldline - 2020 Universal Registration Document

E

FINANCIALS Parent company financial statements

the absence of organisation costs;

The Global Alliance Agreement includes a mutual cooperation clause, a liability limitation clause, a confidentiality clause and a clause under which each party bears its own costs. The Global Alliance Agreement came into force on May 7, 2019 (the date of completion of the distribution) for a period of five years (renewable twice tacitly for a period of three years, unless terminated by either party upon six months’ notice), it being specified, however, that Worldline and Atos SE have the option to terminate the Global Alliance Agreement, in particular in the event of a change of control of the other party. This Global Alliance Convention covers four main areas: sales, Research and Development (R&D), human resources and purchasing. It includes a general reciprocal cooperation clause, as well as governance stipulations relating to the establishment of a Global Alliance Council and specific Alliance Councils for each of the four areas, and a dispute resolution method including an escalation and prior negotiation procedure. a. In the area of sales The Global Alliance Agreement provides in particular for: The setting up of a network to search for sales ● opportunities; Principles governing resale agreements for identified offers ● and services (including reciprocal commitments); Principles of privileged partnership in order to allow the ● maintenance of the current mode of cooperation within a defined legal framework and in compliance with the applicable rules, in particular with respect to competition (no exclusivity clause); On a case-by-case basis, the possibility of responding ● jointly to calls for tenders (a standard partnership agreement will be annexed to the Global Alliance Agreement which will be tailored to each situation); Cooperation is ensured by the specific “sales” council of ● the alliance, which meets regularly. This council makes documented decisions concerning the validation of quotations and joint offers and ensures compliance with competition law and confidentiality obligations; The principles governing the use of the other party’s ● references (pre-approved in the case of a resale agreement relating to a specific offer and subject to prior authorisation in other cases). The Global Alliance Convention also governs (i) the terms and conditions of use of the Business Technology & Innovation Centers (“BTIC”) which, in particular, allows demonstrations of Worldline products in a specific location, (ii) access to Worldline customer sessions, (iii) co-presentation rules, as well as (iv) joint participation in trade shows and events. b. In the field of Research and Development (R&D) The Global Alliance Convention organises Worldline’s participation in Atos Scientific Community and Experts Community meetings and more specifically: Worldline’s contribution to both communities in the form of ● predefined annual amounts calculated on a man-day basis;

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the joint intellectual property rights on the documents ● resulting from the meetings of these communities; protection in the form of patents, in the case of joint ● intellectual property rights, for the benefit of the depositary of the patent and a license for the other party; the contribution, on request, of experts to the “pre-sale” ● activities of the other Party in return for the payment of predefined annual amounts calculated on a man-day basis as well as travel expenses invoiced in euro; principles governing potential future joint investments. ● c. In the area of human resources The Global Alliance Agreement provides for simplified mobility between the companies of the Worldline Group and the Atos group (in compliance with applicable legal provisions). In this respect, it is noted that job offers will be published by Worldline and Atos. Mobility is subject to compliance with a specific procedure agreed between the two groups. The mobility of key employees will be subject to formal approval by the management of each of the two groups. In addition, the Global Alliance Agreement provides for the possibility for each partner to involve its employees in certain development programs of the other partner and to organize networking activities for talents and experts. d. In the area of procurement The Global Alliance Convention organizes the implementation of transitional agreements in order to avoid as much as possible desynergies. It also governs joint purchasing arrangements, in compliance with competition law and subject to each supplier’s own policies, through the implementation of appropriate structures (resale agreement, partnership agreement, joint venture, etc.). (ii) Separation agreement between Worldline and Atos SE Your Board of Directors, meeting on April 30, 2019, authorised the conclusion of the separation agreement between Worldline and Atos SE (“Atos”), considering that it was in the interest of your company to cooperate in order to optimise and eliminate, as much as possible, the additional costs, mainly related to IT, resulting from the loss of control of Atos over Worldline, following the distribution in kind by Atos to its shareholders of 23.5% of the shares comprising the share capital of Worldline. This agreement, concluded on May 6, 2019, clarifies the roles of each of the two companies, and allows the identification and definition of the various costs that the demerger transaction entails for each of the companies. This agreement determines a fair and balanced allocation based on the profit that each of the companies derives from each of the budget items concerned. Lastly, it allows certain technical and commercial cooperation agreements between the two companies to continue and ensures a high level of operational continuity for both companies, including through the retention of employees benefiting from long-term profit-sharing instruments issued by the other party, provided that the initial performance conditions are met.

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Universal Registration Document 2020