Worldline - 2020 Universal Registration Document

FINANCIALS Related Party Transactions

Related Party Transactions E.8

E.8.1

Agreements entered into with SIX Group

Agreements in relation E.8.1.1 with the acquisition of SIX Payment Services

debit card processing, ATM (Automated Teller Machine) processing and TWINT finance processing to the Swiss banking ecosystem, long-term oriented quality of services and best in-class innovation. The SBSA provides for termination provisions which may, in particular, be triggered in the event of a direct or indirect change of control of SIX Payment Services AG (including, inter alia, where the legal or beneficial ownership of over 50% of its capital or similar is acquired by another entity, where it is merged with or into another unaffiliated entity, where all or substantially all of its assets are transferred, or where the power to direct or cause the direction of the management and policies of SIX Payment Services AG or the power to elect the majority of its Board members is acquired by another entity). In 2020, SIX Payment Services AG invoiced Swisskey AG in connection with the SBSA approximately € 32,2 million. Worldline did not receive any payment for re-invoicing of operational costs that have been incurred in the course of the performance of this agreement, IT infrastructure services agreement (LTIA) ● This IT infrastructure services agreement for a ten-year duration, entered into with a Group entity (SIX Payment Services AG) as service recipient and a SIX Group company (SIX Group Services AG) as service provider whereby SIX Payment Services AG (and its affiliates) would receive, or continue to receive as applicable, certain services including system services, network services, security and compliance services, IT operations services and service desk services from SIX Group Services AG necessary for the continuation of the payment services business without interruption (the “ LTIA ”). In 2020, SIX Payment Services AG paid to SIX Group Services AG a total of € 35.3 million in connection with the LTIA, Transitional services agreements ● A Group entity (Six Payment Service AG) as service recipient and a SIX Group entity (SIX Group Services AG) as service provider entered into a corporate transitional services agreement (the “ CTSA ”) relating to the provision by SIX Group Services AG of certain transitional services to SIX Payment Services AG whose duration varies between 6 to 21 months depending on the service, it being specified that certain services may be extended subject to the payment of a price complement.

Worldline and SIX Group AG entered into a master agreement on May 14, 2018 relating to the acquisition by Worldline of the payment services division of SIX Group AG. This transaction was completed on November 30, 2018. In the context of this acquisition, the following agreements have been, notably, entered into between Worldline and SIX Group AG: A Second Settlement Agreement signed on June 9, 2020, ● in the course of finalization of certain post-closing actions. These actions include: finalizing and definitively closing the accounts used to complete the acquisition; formalizing SIX Group AG’s commitment to pay Worldline the amount of the price adjustment set at CHF 58,975,000; waiving the right to reclaim issues that have already been taken into account in the final accounts for the execution of the transaction and resolving certain pending issues following the completion of the acquisition as well as agreeing to a commitment by SIX Group AG to indemnify Worldline for the maximum amount of CHF 2,800,000 for any contingent liabilities due to an ongoing dispute. The signature of this Second Settlement Agreement was authorized by the Board of Directors on June 9, 2020 and its approval will be submitted to the vote of the 2021 Annual General Meeting; A shareholders’ agreement between SIX Group AG and ● Worldline : In the context of the acquisition of SIX Group AG’s payment services division, Worldline and SIX Group AG entered into a shareholders agreement (the “ SIX Group AG Agreement ”). As a consequence of the distribution, by Atos, of Worldline shares on May 7, 2019, Worldline entered into, with SIX Group AG, an amendment to the SIX Group AG Agreement. This amendment was authorized by the Board of Directors and approved by the General Meeting on April 30, 2019; A serie of agreements relating to commercial, IT ● infrastructure services, transitional services, trademarks, real estate agreements and governance-related agreements: Commercial agreement relating to services to the ● Swiss banking ecosystem (SBSA) This Swiss banks services agreement governed by Swiss law (the “ SBSA ”) for ten-year duration, entered into with a a Group entity (Six Payment services AG) as service provider with a SIX Group company (Swisskey AG) as service recipient of services including services such as

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Universal Registration Document 2020

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