Worldline - 2020 Universal Registration Document

E

FINANCIALS Related Party Transactions

In 2020, SIX Payment Services AG paid to SIX Group Services AG a total of € 5.5 million in connection with the CTSA. Conversely, a Group entity (SIX Payment Services AG) as service provider and a SIX group entity (as service recipient entered into a reverse corporate transitional services agreement the “ RTSA ”) relating to the provision, by SIX Payment Services AG of certain transitional services to SIX Group 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. In 2020, the amount of fees received by SIX Payment Services AG from SIX Group AG in connection with the RTSA was € 0.1 million, Real-estate agreements ● Facilities management agreements have been entered into between SIX management AG (as service provider and part of SIX group) and SIX Payment Services AG (as service recipient and part of the Group), relating to certain facilities services in respect of properties in Zurich, Olten and in Biel, Switzerland. In addition, sub-lease or lease agreements have been entered into with certain entities of the SIX Group pursuant to which such SIX Group entities, acting as proprietors or main tenants, lease or sublease business-related property in Central and Eastern Europe to entities of the Group. In 2020, the Group paid to the SIX Group a total of € 8.6 million in connection with the foregoing real-estate agreements, Trademark agreement ● A trademark license agreement has been entered into between SIX Group AG as licensor and various Group entities, as licensees, pursuant to which certain trademarks of SIX Group AG are licensed to these entities for use for the purpose of continuing the payment services business without interruption, Other agreements ● Certain Worldline Group companies (which were part of SIX Payment Services) provide services to certain SIX Group companies, inter alia, for the purposes of monitoring services, pricing solutions, data integration and sub-contracting of certain customer agreements. In 2020, the SIX Group paid to the Group a total of € 3.3 million in connection with the foregoing agreements.

the shares of Ingenico. This undertaking has been authorized by the Board of Directors of Woldline on February 2, 2020 and approved by the 2020 Annual General Meeting of Worldline held on June 9, 2020 (5 th resolution); SIX Group AG signed a Letter-Agreement on January 31, ● 2020 which has been accepted by Worldline on February 2, 2020 (following prior authorization of the Board of Directors authorizing this acceptation) regarding SIX Group AG’s shareholding in Worldline as well as SIX Group AG’s representation at Board level, with a view to reflect the medium to long term strategic ownership of SIX Group AG in Worldline. Such Letter-Agreement notably provides for: A public statement from SIX Group AG that Worldline is a ● highly strategic investment for SIX Group AG, and The right for SIX Group AG to propose the appointment of ● a third member of the Board of Directors of Worldline as long as SIX Group AG holds at least 15% of the voting rights within Worldline and the combined entity from closing of the contemplated acquisition of Ingenico Group. On March 19, 2020, following the disposals of Worldline’s shares completed by Atos SE and the subsequent decrease of Atos SE’ shareholding in Worldline below 4% of the share capital, the Board of Directors, upon recommendation of the Nomination and Remuneration Committee, decided to anticipate the appointment, upon proposal of SIX Group AG, of such additional Director and decided the interim appointment of Mr. Daniel Schmucki as Director in replacement of Ms. Ursula Morgenstern who resigned (for additional information regarding such appointment, refer to Section G.2). An amendment to the Letter-Agreement has been signed accordingly. The countersignature of this Letter-Agreement and its amendment were authorized by the Board of Directors respectively on February 2, 2020 and March 19, 2020 and approved by the Annual General Meeting held on June 9, 2020; As anticipated by the Letter-Agreement regarding the ● stake holding of SIX Group AG within Worldline, SIX Group AG entered into a new Lock Up Agreemen t with Worldline effective upon closing of the acquisition of Ingenico (October 28, 2020) according to which SIX Group AG shall not (a) directly or indirectly transfer or agree to transfer any of its Worldline shares or other securities of Worldline, (b) enter into any derivative or any other agreement or any transaction having substantially similar economic effects or consequences with respect to any of its Worldline shares, or (c) publicly announce its intention to perform one of the mentioned transactions. This Lock-Up Agreement shall not apply in connection with (i) intra-group transfer subject to resumption of the commitment by the transferee entity and (ii) the issuance of bonds exchangeable into Worldline shares to finance a transaction publicly announced by Six Group AG subject to the nominal amount of the bonds issued by Six Group does not exceed € 750 million. This Lock-up Agreement shall be in full force from October 28, 2020 until June 30, 2021 (included) or its termination by mutual written agreement of Worldline and SIX Group AG. The signature of this new Lock-Up Agreement has been ● authorized by the Board of Directors on October 27, 2020 and will be submitted to the approval of the shareholders during the 2021 Annual General Meeting.

Agreements in relation with E.8.1.2

the acquisition of Ingenico Group

In the context of the acquisition of Ingenico Group, Worldline and SIX Group AG entered into the following agreements: SIX Group AG has subscribed to a voting undertaking ● dated January 31, 2020 (agreed by Worldline on February 2, 2020 following prior authorization of the Board of Directors) whereby SIX Group AG undertook to vote in favor of the resolutions presented at the 2020 Annual General Meeting necessary to implement the acquisition of

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Universal Registration Document 2020