Worldline - 2020 Universal Registration Document

E

FINANCIALS Non-IFRS financial measures

Worldline for the benefit of Atos employees who have benefited from Worldline performance shares. The signature of this agreement was authorized by the Board of Directors of Worldline, on April 30, 2019 and approved by the 2020 Annual General Meeting held on June 9, 2020 (4 th resolution). with Bpifrance Participations Bpifrance Participations, which held approximately 5.31% of Ingenico’s share capital, undertook to tender its shares to the Worldline offer under the terms of a commitment subject to conditions of revocability in accordance with customary practice and applicable regulations. This agreement also provides for the appointment of a representative of Bpifrance Participations to the Board of Directors of Worldline (for additional information, refer to Section G.2 of the present Universal Registration Document). Such appointment shall be maintained provided that Bpifrance Participations holds at least 4% of the share capital of Worldline no later than 10 weeks prior to the 2021 Worldline Annual General Meeting. Agreement entered into E.8.3.2

Out of an initial total estimated at around € 29.1 million of separation costs, mainly IT-related, it was agreed that Atos SE would bear € 18.2 million in 2019 and that the Company would bear 10.9 million in 2020. At the end of 2019, these separation costs were reassessed in particular with regard to the IT planning and represented € 37.8 million, still mainly IT-related. As part of the implementation of the Separation Agreement, Atos SE supported a total of € 22.5 million in 2019, part of which by direct payment to the Company as full and final settlement of the conventional separation costs as referred to in the Separation Agreement; the balance of the separation costs thus reassessed remain borne by the Company. In 2020, the Company incurred a total of € 16.6 million in connection with this agreement. In addition, for the few Worldline employees who have benefited from Atos SE performance shares, the Separation Agreement provides that Atos SE undertakes to transform the condition of presence within the Atos group into the condition of presence within the Worldline Group if Atos SE comes to hold less than 10% of the 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

Non-IFRS financial measures E.9

E.9.1

OMDA

In addition to IFRS measures, the Group uses an additional performance measure, operating margin before depreciation

the definition used by the Group may not correspond to the definitions given to the same term by other companies. OMDA

and amortization (OMDA), which excludes from operating should not be used in lieu of IFRS measures. margin the impact of depreciation and certain other expenses detailed in the table below. The following table provides a reconciliation of OMDA to operating margin. OMDA is a non-IFRS measure and has no standard definition. As a result,

The following table provides a reconciliation of OMDA to Operating Margin, on a consolidated basis.

12 months ended December 31, 2020

12 months ended December 31, 2019

Variation

(In € million)

Operating margin

520.5 175.0

442.6 142.9

75.1 34.9 -3.6 -8.4 -0.2 97.9

+ Depreciation of fixed assets

+ Net book value of assets sold/written off +/- Net charge/(release) of pension provisions

3.7 0.7 0.0

7.3 9.1 0.2

+/- Net charge/(release) of provisions

OMDA

699.9

602.1

332

Universal Registration Document 2020