Worldline - Registration Document 2016

5

Group Information Investments

With the 2012 acquisition of the Dutch company Quality Equipment BV, which had been a commercial partner of the Group’s for fifteen years, Worldline acquired a key player in the Dutch electronic payment market, in particular in the sales, restaurant and parking sectors. After announcing in February 2013 its intention to spin off all of its electronic payment and transactional services activities into a single subsidiary named Worldline, Atos announced in July 2013 that it had completed the project. Worldline completed its initial public offering in June 2014 and the first listing of Worldline’s shares on Euronext Paris occurred on June 27, 2014. The settlement and delivery of shares offered in Worldline’s initial public offering occurred on July 1, 2014. Following the initial public offering, all entities of the Group removed the reference to Atos in their corporate names. The Worldline Group has finalized on September 30, 2016 an agreement with the Equens Group in order to join forces to reinforce the Worldline’s leadership in payment services in Europe. This transaction provides the enlarged Worldline Group with an extensive pan-European reach, with leading positions and a strong commercial presence in key countries (France, Belgium, The Netherlands, Germany, Italy, Nordics).

This transaction was structured in two steps: A share transaction for the Financial Processing activities, ● through a merger of the respective activities of the two Groups in Europe to create “equensWorldline”, which is 63.6% controlled by Worldline and 36.4% by the former shareholders of Equens; The acquisition of Paysquare, the Commercial Acquiring ● subsidiary of Equens, for an enterprise value of € 72 million in cash. Under the shareholders’ agreement, from 2017, Worldline benefits notably from pre-emptive rights in case a minority shareholder of equensWorldline decides to sell its stake and also from a call option exercisable in cash or in shares earliest in 2019 on all the shares owned by minority shareholders. Finally, as part of its expansion strategy in Merchant Services & Commercial Acquiring, Worldline has finalized on September 30, 2017 an agreement with Komercni banka (KB), subsidiary of the Société Générale group and one of the leading banks in the Czech Republic, through which the Group has taken, as a first step, a 80% interest in Cataps s.r.o., Commercial Acquiring subsidiary of Komercni banka for credit or debit cards, operating under the brand KB SmartPay. This investment of 80% in Cataps s.r.o. was made based on an enterprise value of € 34 million for 100%.

5.2

Investments

Historical Investments

5.2.1

expenditures (purchases of tangible and intangible assets recorded on, the balance sheet) were € 151.9 million. These capital expenditures comprised principally: For the period from 2015 to 2016, the Group’s total capital Capitalized production costs . Capitalized production costs, ● which relate to the applications developed specifically for clients or technology solutions provided to a group of clients, totaled € 88.5 million over the period 2015-2016 (€ 45.4 million in 2016 and € 43.1 million in 2015). Of this amount:

development in four main areas: (i) rendering the Group’s processing platform compliant with SEPA Regulations,(ii) adapting the Sips Internet platform, (iii) developing Connected Living offers and (iv) developing new line of payment terminals, € 72.7 million were invested in internal software ● € 13.1 million were spent developing software for specific ● customers, € 2.7 million corresponded to convergence towards the ● Group’s SAP ERP target.

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Worldline 2016 Registration Document