Worldline - Registration Document 2016

20

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

Other acquisitions

date of the transaction. value of the put option owned by Non-Controlling Interests on the outstanding 20% shares exercisable at any time from the of € 21.8 million. The Group has recognized a financial liability of € 6.7 million as at December 31, 2016 corresponding to the fair acquisition led to the recognition of customer relationships for € 8.8 million amortized over 15.3 years and a preliminary goodwill consolidated financial statements since October 1, 2016. This

KB Smartpay/Cataps:

acquire Cataps s.r.o. This entity is fully consolidated in Worldline group and one of the leading banks in the Czech Republic, to further develop products and services for Czech merchants and Worldline completed on September 30, 2016 its agreement with Komercni banka (KB), a subsidiary of the Société Générale

Note 2

Pro forma financial information

Regulatory framework

Basis of preparation

prepared based on: The pro forma consolidated financial information has been as of and for the year ended December 31, 2016, prepared in accordance with IFRS as adopted by European Union; The audited consolidated financial statements of the Group ● The unaudited consolidated interim financial statements of ● Equens for the period from January 1 to September 30, European Union (a); 2016, prepared in accordance with IFRS as adopted by European Union (b); and Paysquare, for the period from January 1 to September 30, 2016, prepared in accordance with IFRS as adopted by The unaudited consolidated interim financial statements of ● period from January 1 to September 30, 2016, prepared in accordance with IFRS as adopted by European Union (c). The unaudited interim financial statements of Cataps for the ● historical information with Worldline’s consolidated financial statement presentation. All reclassifications were made to align the Acquisitions available All pro forma adjustments are directly attributable to the Acquisitions. These adjustments have been prepared and synergies and cost savings. reasonable. The pro forma consolidated financial information does not include any economies of scale that may result from computed based on available information and certain assumptions that the management of the Group consider to be

together referred to as the “Acquired Companies” or the “Acquisitions”, as if they had been effective as of January 1, 2016. acquisitions of Equens, Paysquare and KB Smartpay (please refer to Note 1 to the consolidated financial statements), statement for the year ended December 31, 2016 and a pro forma segment consolidated financial information, reflects the includes pro forma selected items of the consolidated income The pro forma consolidated financial information, which This pro forma consolidated financial information is prepared in accordance with the provisions of Appendix II, “Pro forma financial information module” of European Regulation no. EC 809/2004, the recommendations issued by ESMA (formerly Authority (“Autorité des Marchés Financiers”). the European Regulation no. EC 809/2004, and in accordance with Guideline no. 2013-08 of the French Financial Markets known as CESR) in February 2005 concerning the application of for illustrative purposes only and is not indicative of Worldline’s results of operations or financial condition that would have been The pro forma consolidated financial information is presented position. Group’s current or future results of operations or financial achieved had the Acquisitions been completed as of January 1, 2016, nor is the pro forma financial information indicative of the

a

b

d a + b + c + d

c

Worldline prior to the acquisition by 2016 period 2016 to September 30, companies for the January 1, information for the acquired Historical financial

Worldline ( c) prior to the acquisition by September 30, 2016 period January 1, 2016 to KB Smartpay for the information for Historical financial

acquisition by Worldline (a) prior to the September 30, 2016 period January 1, 2016 to information for Equens for the Historical financial

acquisition by Worldline (b) 2016 period prior to the 2016 to September 30, the January 1, information for Paysquare for Historical financial

2016 period ended December 31, Worldline for the twelve-month Audited financial information for

information pro forma financial 2016 Worldline

(Note 2.1) fication pro forma reclassi- Total

(Note 2.2) pro forma adjustment Total

Revenue

1,309.2

206.6

52.2

23.2

282.0 -21.8

-23.8

1,545.6

OMDA

258.7

-0.2

2.5

1.5

3.8

17.9

4.8

285.2

margin Operating

196.6

-50.5

-0.2

1.5

-49.2

21.4

27.6

196.4

Amortization). Please refer to Note 4 of the consolidated financial statements for a definition of OMDA (Operating Margin Before Depreciation and

186

Worldline 2016 Registration Document