Worldline - 2020 Universal Registration Document

FINANCIALS Related Party Transactions

Agreements entered into with Deutscher Sparkassen Verlag GmbH E.8.2 (DSV Group)

As contemplated at the time of the announcement of the contracts. Where the term of one of these contracts, if it tender offer on Ingenico’s shares on February 3, 2020, exceeds the term set out in the amendment, is tied to the Worldline and Deutscher Sparkassen Verlag GmbH (DSV payment of an indemnity by Worldline to Payone GmbH and Group) entered into on June 8, 2020 a Business Combination capped at € 1.5 million, the formalization of the agreement on Agreement (“ BCA ”) in order to formalize their agreement, in key accounts and the formalization of a pre- and particular the definition of the conditions surrounding the post-completion adjustment mechanism for expenses linked to contribution by Worldline of its Merchant Services activities in the services between the companies involved in the Germany and Austria to Payone and the acquisition by the contribution may, under certain circumstances, lead to an Worldline Group of the Swiss-based activity of Payone (a joint indemnity in favor of Payone.

venture created with DSV Group). On January 25, 2021, the parties entered into an amendment to such BCA. This amendment mainly provides for postponement of the final date for completing the conditions precedent to the contribution transaction and specifies the completion and signing dates, and the description of transitional models for the transfer of

The signature of this amendment has been authorized by the Board of Directors on January 21, 2021 and will be submitted to the approval of the shareholders during the 2021 Annual Shareholders’ Meeting.

Agreements entered into with significant shareholders E.8.3

Agreements entered into E.8.3.1 with Atos group in relation

The Alliance was entered into as of May 7, 2019 for an initial term of five years (with possible extensions). Furthermore, either party may terminate this Alliance in specific cases, especially following the occurrence of a change of control over the other party. The Alliance was authorized by the Board of Directors and approved by the Annual General Meeting on April 30, 2019; a separation agreement (the “ Separation Agreement ”) ● dated May 6, 2019 entered into between Atos SE and Worldline, in order to optimize so far as possible additional costs, related in particular to IT, resulting from the separation. Such Separation Agreement clarifies the roles of each company and (i) allows for the identification of various costs that the separation activities trigger for each party, (ii) provides for a balanced allocation of such separation costs in proportion with the benefit that each company has out of such costs, (iii) allows durable technical and commercial cooperation for both companies and (iv) ensures a high level of operational continuity in particular by retaining employees that were granted long term incentives issued by the other company to the extent the performance conditions are met. This agreement contractually sets forth the various elements concerning the allocation of the various costs associated with the distribution of Worldline shares by Atos SE to its shareholders and splits, in a coordinated manner, their separation activities in particular in the areas of intellectual property rights, purchasing, processes and procedures, migration and integration of IT systems, security, offshore resources, insurance, real estate sublease, parent company guarantees and data protection. This agreement also provides principles governing the method of splitting additional costs for the identified activities.

with the separation from the Atos group

the distribution of Worldline shares by Atos SE completed on May 7, 2019, contractual relations between the Worldline Group and the Atos group have been reviewed and some have been entered into: On December 31, 2019, all ongoing contractual ● relationships between Atos and Worldline regarding support functions and IT services not related with subcontracting of commercial obligations discontinued. In a limited number of instances, where specific continued support were necessary in 2020, such relationships were entered into between Atos entities and Worldline entities on the basis of specific transitional services agreements or service agreements on standard terms. Besides, Worldline entities and Atos entities had and maintain contractual relationships amongst each other on the basis of underlying commercial relationships (e.g. subcontracting, co-contracting); a Global Alliance Agreement (the “Alliance”) entered into ● between Worldline and Atos SE so as to maintain a mutually beneficial strong industrial and commercial partnership. This Alliance covers four main domains: sales, Research and Development (R&D), human resources and procurement. It notably provides for a general mutual cooperation provision, as well as a governance provision establishing an Alliance Board and specific subcommittees to cover the four areas of collaboration.

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