Worldline - 2020 Universal Registration Document

FINANCIALS Parent company financial statements

(i) Commitment by SIX Group AG to vote in favour of the resolutions submitted to the Annual General Meeting of Worldline Worldline announced on February 3, 2020 the proposed acquisition of Ingenico (the “Operation”) through a public tender offer that Worldline intends to launch for all of Ingenico’s shares and convertible bonds (OCEANEs). In this context, SIX Group AG has sent to your company a voting commitment letter on January 31, 2020, in which SIX Group AG irrevocably undertook to vote in favour of the resolutions to be presented at the Annual General Meeting to implement the Transaction. The Board of Directors, at its meeting of February 2, 2020, authorized the conclusion of this voting commitment. Worldline countersigned the voting commitment at the end of this Board meeting. SIX Group AG honored its voting commitment at the General Meeting on June 9, 2020. (ii) Letter of agreement regarding SIX Group AG’s participation in Worldline connection with the contemplated Transaction, SIX Group AG has sent to your company a letter of agreement on January 31, 2020, regarding SIX Group AG’s participation in Worldline and the representation of SIX Group AG at the level of the Board of Directors, in order to reflect the medium- and long-term strategic significance of SIX Group AG’s participation in Worldline. The Board of Directors met on February 2, 2020 and authorized the conclusion of this letter-agreement. Worldline countersigned the voting commitment at the end of this Board meeting. This includes a public declaration by SIX Group AG that Worldline is a highly strategic investment for SIX Group AG and that SIX Group AG intends to commit, subject to the decisions of its governing bodies, to a new lock-up period for its shares from the completion of the Transaction until the end of the first half of 2021. It was also agreed that SIX Group AG would have the right to propose the appointment of an additional member of the Board of Directors of Worldline to reflect the medium to long-term strategic significance of SIX Group AG’s stake in Worldline and as long as SIX Group AG holds at least 15% of the voting rights of the Company and the combined entity as of the completion of the Transaction. Taking into account in particular: The recent reduction by Atos Origin of its shareholding in ● Worldline to below 4% of the share capital; The status of SIX Group AG as the main shareholder of ● Worldline, having reaffirmed the highly strategic value of its investment in Worldline and its intention to remain a shareholder in the medium and long term; The publicly announced intention of SIX Group AG to ● commit in 2020, subject to the decisions of its governing bodies, to a further period of lock-up on its Worldline shares until the end of the first half of 2021, as proof of its full support for the envisaged strategic acquisition of Ingenico and in line with its position as a reference shareholder in the medium and long term.

This agreement stipulates the various items relating to the allocation of the various costs associated with the distribution of Worldline shares by Atos Origin to its shareholders and allocates in a coordinated manner their separation activities in particular in the areas of intellectual property rights, purchasing, group processes and procedures, IT systems migration and integration, security, offshore resources, insurance, real estate sub-leasing, parent company guarantees and data protection. This agreement also provides principles governing the method of allocating any additional costs for the identified activities. Out of the total initially estimated at approximately € 29.1 million of separation costs, of which mainly relate to IT separation costs, it was agreed that Atos would bear € 18.2 million in 2019 and Worldline would bear € 10.9 million in 2020. At the end of 2019, these separation costs have been reassessed in particular regarding the IT planning and amount to € 37.8 million still mainly related to IT costs. As a full and final settlement of the agreed split of the separation costs, as referred to in the separation agreement, Atos incurred in 2019 a total of € 22.5 million, part of which was paid directly to Worldline; the balance of the re-estimated separation costs will be borne by your company. In 2020, under this agreement, your company incurred expenses of € 16.6 million. In addition, the agreement provides, for the few Worldline employees who have benefited from Atos performance shares, that Atos undertakes to change the condition of presence within the Atos group to a condition of presence within the Worldline Group, if Atos comes to hold less than 10% of the share capital and voting rights of Worldline. Indeed, below this threshold provided for by the French Commercial Code, the condition of presence “within the Atos group” would no longer be satisfied. The final allocation remains of course subject to the satisfaction of the performance conditions. A comparable commitment is made by Worldline to the benefit of Atos employees who have benefited from Worldline performance shares. Agreements approved during the past fiscal year In addition, we have been informed of the execution, during the past fiscal year, of the following agreements, already approved by the General Meeting of June 9, 2020 on the basis of the Special report of the auditors of April 28, 2020 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 H absbugr 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.

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Universal Registration Document 2020

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