Worldline launches a tap issue of Bonds Convertible into New Shares and/or Exchangeable for Existing Shares (OCEANE) for a nominal amount of approximately €200 million fully fungible with the OCEANEs due 2026 issued in July 2019 - Seite 2

The net proceeds of the Offering will be used for general corporate purposes.

The New Bonds will be issued on the same terms (save for the issue price) as the Existing Bonds and will form a single series with the Existing Bonds (together, the “Bonds”).

The final issue price, expected to be determined today will be determined following an accelerated bookbuilding.

The settlement and admission to trading on Euronext Access (the non-regulated open market of Euronext in Paris) of the New Bonds are expected to take place on December 4, 2020 (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 New 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 New 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 (as defined in the terms and conditions of the Bonds) or the relevant early redemption date.

The conversion/exchange ratio is set at one share per New 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 New Bonds and ending 90 days after the Issue Date, subject to any issuance or delivery of shares in connection with the liquidity agreements with beneficiaries of free share plans 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, with respect to this last exception, provided that the lock-up is picked-up by the owner of such newly issued shares or equity securities.