Worldline launches an offering of Bonds Convertible into New Shares and/or Exchangeable for Existing Shares (OCEANE) due 2025 for a nominal amount of approximately €500 million - Seite 2

Upon a Change of Control of the Company or a Delisting of the shares of the Company (as these terms are defined in the terms and conditions of the Bonds), all bondholders will have an option to request the redemption of their Bonds before the Maturity Date at their nominal amount.

Application will be made for the listing of the Bonds on Euronext Access^TM (the open market of Euronext Paris) to occur within 30 days from the Issue Date.

Intentions of existing shareholders

The Company is not aware of the intention of any of its main shareholders to participate in the Offering.

Existing shareholders of the Company shall have no preferential subscription rights (or benefit from a priority subscription period) in connection with the issue of the Bonds or with respect to the underlying new shares of the Company issued upon conversion.

Conversion/Exchange Right

Bondholders will be granted a conversion/exchange right of the Bonds into new and/or existing shares of the Company which they may exercise at any time from the Issue Date and until 5.00 p.m. (Paris time) on the 7^th business day (inclusive) preceding the Maturity Date or the relevant early redemption date.

The conversion/exchange ratio is set at one share per Bond subject to standard adjustments in certain cases. Upon exercise of their conversion/exchange right, bondholders will receive at the option of the Company new and/or existing Company’s shares carrying in all cases all rights attached to existing shares as from the date of delivery.

Lock-up undertaking from the Company

In the context of the Offering, the Company will agree to a lock-up undertaking for a period starting from the announcement of the final terms of the Bonds and ending 90 days after the Issue Date, subject to the potential issuance of shares in the context of the contemplated acquisition of Ingenico, waiver from the Joint Global Coordinators, certain customary exceptions and the issuance of shares or equity securities in the context of other M&A transactions, but provided that the lock-up is picked-up by the owner of such newly issued shares or equity securities.

Dilution

For illustrative purposes, based on a €500 million Offering, a €74.54 reference share price² and a 57.5% conversion premium corresponding to the mid-range of conversion/exchange premium, the potential dilution would represent approximately 2.3% of the outstanding share capital, should the Company decide to exclusively deliver new shares upon full conversion of the Bonds.