Worldline - Registration Document 2016

19

RelatedPartyTransactions Agreements entered into in connectionwith the reorganization transactions

Agreements”. Local Services Agreements, see Section 19.1.1.3, “Local Services implementation of the Reorganization Transactions. For detailed information on the extent of the services provided under the necessary in order to conduct their activities following the

In 2016, the Company paid Atos International SAS a total of € 1.4 million in connection with the Specific Services Agreements. Services Agreement were entered into for an initial term of twelve months as from January 1, 2013 and are renewable automatically The Specific Services Agreement and the Intra-Worldline Specific the event that the Company ceases to hold, directly or indirectly, more than 50% of the relevant Worldline subsidiary. Similarly, each of the Intra-Worldline Specific Services Agreements provides for automatic termination without prior notice (in the absence of an agreement to the contrary between the parties) in Agreement provides for automatic termination without prior notice (in the absence of an agreement to the contrary between the parties) in the event that Atos SE ceases to hold, directly or indirectly, more than 50% of the Company’s share capital. for successive twelve-month terms. They may be terminated at any time by the Company, with respect to its local subsidiaries, and by Atos International SAS, with respect to the Company, by providing two months’ prior notice. The Specific Services The scope of the services provided under the Local Services Agreements is specified in the Support Function Services Agreements, the Operational Level Agreements and/or the Time and Material Services Agreements annexed to the Inter-company Services Agreements. The services provided under the Support Function Services Agreements include, as applicable, the provision of financial, legal, management, sales, marketing, IT, telecommunications and/or human resources services, with the exception of the services provided by Atos International SAS under the Group Services Agreement (see Section 19.1.1.1, “Group Services Agreement”). The services provided under the Operational Level Agreements cover, as applicable, services relating to the Group’s operational assistance and platform administration. activities, including data centers, call centers, technical The Services provided under the Time and Materials Agreements include, in particular, technical, engineering, consulting and software development services. These services are provided on a one-off basis at the request of the local Worldline entity to the Atos service provider. The services provided under the Support Function Services Agreements and Operational Level Agreements are invoiced of materials used to provide such services. half-year period. Payment for the services provided under the Time and Materials Agreements is based on the time spent by the service provider’s employees plus, where applicable, the cost monthly, with the fee reviewed at the beginning of each on the agreement. The Local Services Agreements were entered into for an indefinite term and may be terminated by either party by providing between six and eighteen months’ notice, depending Local Services Agreements 19.1.1.3

19.1.1.1

Group Services Agreement

services relating to global marketing strategy, and product, Agreement and the Intra-Worldline Group Services Agreements include the following: IT and telecommunications services, procurement services, global communication and talent management services, services relating to global sales strategy, The operational services provided under the Group Services client and partnership development services. cover services relating to management, sales, mergers and acquisitions, as well as financial, legal, compliance, internal control, human resources and innovation services. Support function services provided under these agreements the means of invoicing them depend on the service being provided. The terms pursuant to which these services are rendered and Agreements. In 2016, the Company paid Atos International SAS a total of € 20.9 million in connection with the Group Services The Group Services Agreement and the Intra-Worldline Group Services Agreement were renewable automatically for Services Agreement provides for automatic termination without prior notice (in the absence of an agreement to the contrary between the parties) in the event that Atos SE ceases to hold, successive 12-month terms. They may be terminated at any time by the Company, with respect to its local operational subsidiaries, and by Atos International SAS, with respect to the Company, by providing two months’ prior notice. The Group directly or indirectly, more than 50% of the Company’s share capital. Similarly, each of the Intra-Worldline Group Services Agreements provides for automatic termination without prior notice (in the absence of an agreement to the contrary between the parties) in the event that the Company ceases to hold, directly or indirectly, more than 50% of the relevant Worldline Group subsidiary.

19.1.1.2

Specific Services Agreements

the implementation of reorganization projects, including in connection with the Reorganization Transactions, and the terms for re-invoicing the services provided in that context by external providers. and the Intra-Worldline Specific Services Agreements relate to The services provided under the Specific Services Agreement

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Worldline 2016 Registration Document