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19

165

Worldline

2016 Registration Document

19

Related Party Transactions

Agreements entered into in connectionwith 19.1 the reorganization transactions 165 Services Agreements 19.1.1 165 Cooperation and License Agreements 19.1.2 167 Other related party transactions 19.2 168 Agreements with the Atos Group 19.2.1 168 Other Significant Intragroup Agreements 19.2.2 169 the financial statements for the year ended December 31, 2016 Statutory auditors’ special report on regulated 19.3 agreements and commitments with third parties – Shareholders’ meeting held to approve 170

the

reorganization transactions

Agreements entered into in connectionwith

19.1

Services Agreements

19.1.1

Services Ltd (the “Atos Service Providers”) provide certain

services to the Atos group’s operating entities, including the

Company and its operating subsidiaries. These services are

re-invoiced by Atos International SAS on behalf of all of the Atos

Atos SE, Atos International SAS, Atos International BV, Atos

International Germany GmbH and Atos UK International IT

intragroup services of a similar nature.

Service Providers, on terms that depend on their revenue and

headcount, on the basis of the costs allocated plus a margin,

pursuant to the same terms used within the Atos group for all

Agreements”, respectively).

Services Agreements” and the “Intra-Worldline Specific Services

subsidiaries (with respect to the Group Services Agreement and

the Specific Services Agreement, the “Intra-Worldline Group

behalf and on behalf of the other Atos Service Providers, and the

Company. The Company acts on its own behalf and on behalf of

its operating subsidiaries, in accordance with the mirror

agreements entered into between the Company and its

“Group Services Agreement”) and a specific group services

agreement (the “Specific Services Agreement”) with effective

dates of July

1, 2013 and January

1, 2013, respectively, were

entered into between Atos International SAS, acting on its own

and its subsidiaries would continue to receive the services

provided by the Atos Service Providers pursuant to the same

terms as previously. Accordingly, a services agreement (the

At the time of the Reorganization Transactions described in

Section

5.1.6 of the 2015 Registration Document, “The

Reorganization Transactions”, it was agreed that the Company

Agreement” and 19.1.1.2, “Specific Services Agreements”.

companies’ costs. For detailed information on the extent of the

services provided, see Sections

19.1.1.1, “Group Services

as well as to the equitable redistribution of the Worldline Group

provided, as the case may be, in connection with reorganization

projects, including in connection with the implementation of the

Reorganization Transactions, and includes terms relating to the

re-invoicing of services provided by external service providers

The Group Services Agreement principally covers operational

services and support function services. The Specific Services

Agreement principally covers specific services that may be

Kingdom. The Local Services Agreements establish the terms

pursuant to which the local Atos group subsidiaries provide the

local Worldline Group subsidiaries with certain services that are

effect of separating the historical Atos group business from the

payment and transaction services activities being retained by or

transferred to the local Worldline Group entity. These countries

are Argentina, Austria, Spain, Hong Kong and the United

Group entity in most countries in which, prior to the

implementation of the Reorganization Transactions, Worldline

activities and Atos activities had been conducted by the same

entity, and in which the Reorganization Transactions had the

In addition, services agreements (the “Local Services

Agreements”) were entered into directly between an Atos group

entity outside the Worldline Group perimeter and a Worldline