Worldline - Registration Document 2016

19

RelatedPartyTransactions Other related party transactions

Other related party transactions 19.2

Agreements with the Atos Group

19.2.1

19.2.1.1

Tax Agreements

services provided under the Regional Services Agreement include financial, legal, marketing, communications and IT services. The services provided under the Regional Services months and is automatically renewable for successive twelve-month periods. It may be terminated at any time by the Atos SE subsidiary in Singapore, by providing two months’ prior notice. Agreement are invoiced monthly on the basis of the costs borne directly or indirectly by the Atos SE subsidiary in Singapore in order to provide these services, plus a margin. The Regional Services Agreement was entered into for a term of twelve The Company’s subsidiaries in Argentina and Chile also benefit from the assistance of the Atos SE subsidiary in Brazil, which is the regional hub for the Atos group’s activities in Latin America. under the Group Services Agreement (see Section 19.1.1.1, “Group Services Agreement”). The services provided under these agreements are invoiced for a fixed monthly fee, with the fee The services provided under these agreements include the provision of financial, legal, management, sales, marketing, IT, telecommunications and human resources services, with the exception of the services provided by Atos International SAS reviewed at the beginning of each half-year period. The agreements were entered into with the Atos SE subsidiary in Brazil for an indefinite term and may be terminated by either party by providing six months’ notice. The Group entities entered into agreements with Atos SE and its subsidiaries in connection with certain Worldline Group financing aspects, in particular cash management and certain loans. Existing borrowings between the Group and the Atos group’s securitization program. correspond to proceeds from the sale of trade receivables under the Atos group’s securitization program. These loans were reimbursed before the listing of the Company’s shares on Euronext Paris and the Group no longer participates in the Atos The Atos group has extended loans to Group entities that the Company level a notional multicurrency cash pooling Since the listing of the Company’s shares on Euronext Paris, the Group is no longer party to the Atos group’s cash pooling arrangements. Following this listing, the Group put in place at with the Atos group at market conditions. arrangement covering most Group entities. The Group will nevertheless have the possibility of placing short-term deposits Since the listing of the Company’s shares on Euronext Paris, the Group benefits from a € 300 million revolving credit facility granted by the Atos group, in order to cover the Group’s group were repaid upon the listing of the Company’s shares on Euronext Paris. liquidity requirements, including temporary fluctuations in its working capital needs.

group as of January 1, 2014. listing of the Company’s shares on Euronext Paris removed the Company and its subsidiaries from the Atos SE consolidated tax to the various group taxes for which Atos SE is the sole taxpayer, in its capacity as the Group’s parent company. The Prior to the Company’s listing on Euronext Paris, the Company and its subsidiaries that were members of the Atos SE consolidated tax group were parties to a tax consolidation agreement with Atos SE governing the Company’s contribution Accordingly, the previous tax consolidation agreement which included was terminated. The parties entered into a tax consolidation termination agreement that defines the income tax installments and additional contributions payable in 2014. of any proposed assessments on their own results for the period during which they belonged to the Group, as if they had not been consolidated. The tax consolidation termination agreement also governs the terms for payment of corporate tax consequences of the de-neutralizations triggered by the exit of the Company and its subsidiaries from the tax consolidation group, and (ii) the exiting companies will bear the consequences consequences of the exit of the Company and its subsidiaries from the Atos SE tax group and the reciprocal relations that will exist between Atos SE and the exiting companies. This agreement provides, in particular, (i) that Atos SE will bear the consolidated tax group is in place in France between the Company and its French subsidiaries in which it holds at least 95% of the share capital, as from January 1, 2015. Upon creation of this group, the Company entered into tax consolidation Since the listing of the Company’s shares on Euronext Paris, a agreements with each of the member companies of its consolidated tax group to govern the subsidiaries’ contribution to the Group’s taxes, for which the Company is the sole taxpayer in its capacity as the new parent company.

19.2.1.2

Assistance Agreements

dedicated exclusively to Worldline activities prior to the Reorganization Transactions, the Group and the Atos group have entered into local assistance agreements, in particular with respect to shared premises, equipment and services. In France, Belgium and Germany, where the Group had entities In the Asia-Pacific region, the Atos SE subsidiary in Singapore and the local subsidiaries of the Company located in China, Hong Kong, Malaysia, Singapore and Taiwan are parties to a services agreement (the “Regional Services Agreement”). The

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Worldline 2016 Registration Document