Worldline - Registration Document 2016

Financial Information concerning the Group’s Assets and Liabilities, Financial Condition andResults Group Consolidated Financial Statements

The impacts of the business combination in the equity of the Group are as follows:

controlling interests Financial Services transferred to non

takeover of Equens transferred for the Consideration

Total

(in € million)

Group share

-7.8

254.6 145.7

246.8 153.5

Non controlling interests

7.8

Total shareholder’s equity

-

400.3

400.3

2/ Paysquare

Terminal division (“MS&T”) since October 1, 2016. consolidated in Worldline Group since October 1, 2016. Paysquare is consolidated in the Group’s Merchant Services &

commercial acquiring subsidiary Paysquare for a cash consideration paid of € 113.2 million. Paysquare is fully As of September 30, 2016, Worldline acquired from Equens its

The fair value of Equens and Paysquare net assets acquired are set out in the table below:

the measurement period Assets acquired and liability assumed at the end of

(in € million)

Fixed assets

202.3 36.6 -54.4 -36.6

Net debt Provisions

Other net assets

Fair value of acquisition

147.8

PreliminaryGoodwill The Group has opted to measure the non-controlling interests at fair value (full goodwill method).

Preliminary Goodwill

(in € million)

Consideration transferred for Equens Consideration transferred for Paysquare

254.6 113.2

20

Total consideration

367.8

Fair value of Non Controlling Interests Equity acquired (Equens & Paysquare)

145.7

84.1 63.7

Customer relationships acquired net of deferred tax

Fair value of identifiable net assets

147.8

Total

365.6

amortization expenses of € 2.5 million was recorded for the three-month period ended December 31, 2016. amortized on a straight line basis over 6.5 to 9.5 years. An relationships for a total amount of € 88.8 million determined by an independent expert. Customer relationships are being The valuation of assets acquired and liabilities assumed at their fair value has resulted in the recognition of new customer If new information is obtained within one year from the acquisition date about facts and circumstances that existed at time. the acquisition date that would lead to adjustments to the above amounts, then the acquisition accounting will be revised at that Paysquare operations into the Group. highly skilled workforce and some know-how. It also reflects the synergies expected to be achieved from integrating Equens and The residual goodwill is attributable to Equens and Paysquare’

The goodwill arising from this acquisition is not tax deductible.

Acquisition-related costs

2016. income and expenses” in the Group’s consolidated income statement, of which € 7.2 million in 2015 and € 5.2 million in The Group incurred € 12.4 million of legal fees and due diligence costs. These costs have been recognized in “other operating acquisitiondate had been January 1, 2016 Equens andPaysquare 2016 revenue andnet result as though the If the acquisition had occured on January 2016, the twelve-month Revenue for 2016 would have been € semester 2016 for € 42.9 million). 319.8 million and the twelve-month net results would have been € 14.7 million (included Paysquare’s Visa proceeds in the first

185

Worldline 2016 Registration Document