WORLDLINE : Launch of the rights issue - Press release

Not for release, publication or distribution, directly or indirectly, in or into Canada, Australia, Japan or South Africa.

Worldline launches a share capital increase with preferential subscription rights for an amount of approximately €392 million, thus executing the final step of its c. €500 million share capital increase

Paris, La Défense, 12 March 2026– Worldline S.A. [ISIN: FR0011981968 – Euronext: WLN](the “Company” or “Worldline”), a leading European operator of critical infrastructure and payment services, announces today the launch of a share capital increase with preferential subscription rights open to all its shareholders for a gross amount of c. €392 million (including issue premium) (the “Rights Issue”), which is the final step of its c. €500 million share capital increase, and follows the c. €108 million reserved capital increases (the “Reserved Capital Increases”) completed on 10 March 2026.

Terms of the transaction

• c.€392 million Rights Issue size
• Subscription ratio: 6 new shares for 1 existing share
• Subscription price: €0.202 per new share
• Theoretical value of the preferential subscription right: €1.045
• Rights trading period: from 13 March to 25 March 2026, inclusive
• Subscription period: from 17 March to 27 March 2026, inclusive
• Commitments from Bpifrance Participations, Crédit Agricole S.A. (via Delfinances¹) and BNP Paribas (the “Strategic Investors”) to subscribe up to a total amount of c. €135 million, on a pro rata basis (à titre irréductible), in proportion to their respective shareholding in the Company’s share capital (following completion of the Reserved Capital Increases) and for an aggregate additional amount of approximately €29 million which may be fulfilled, in whole or in part, to facilitate the execution of the Rights Issue
• Commitment from Banque Fédérative du Crédit Mutuel as a new investor in the Company. Banque Fédérative du Crédit Mutuel has agreed to purchase from SIX Group AG all of the preferential subscription rights attached to SIX Group AG’s shares in the Company and to exercise such rights on a not subject to reduction basis (à titre irréductible) to subscribe to 179,121,174 New Shares for an amount of c. €36 million.

The net proceeds of the Rights Issue and the Reserved Capital Increases will be used to strengthen the Group’s capital and financial structure and support its North Star 2030 ambition for a return to growth and strong cash flow generation.

Key terms of the Rights Issue
The Rights Issue will be carried out with shareholders’ preferential subscription rights, and will result in the issuance of 1,939,508,682 new shares of the Company (the “New Shares”) at a subscription price of €0.202 per New Share (i.e., a nominal value of €0.02, plus an issue premium of €0.182), to be fully paid up upon subscription, representing gross proceeds, including the issue premium, of c. €392 million.

Preferential subscription rights will be detached from the existing shares on 13 March 2026. Existing shares will therefore trade ex-right as from 13 March 2026.

Each shareholder will receive one preferential subscription right per share recorded in its securities account at the end of the day falling on 16 March 2026. In order to ensure that the shares are recorded in the securities account on that date, purchases of existing shares on the market must be executed at the latest on 12 March 2026.

Each existing share will entitle its holder to receive one (1) preferential subscription right. One (1) preferential subscription right will entitle holders to subscribe to six (6) New Shares on a pro rata basis, not subject to reduction (à titre irréductible), at a subscription price of €0.202 per New Share.

Subscription subject to reduction (à titre réductible) will be accepted but remains subject to reduction in the event of oversubscription.

Any New Shares that are not absorbed by subscriptions not subject to reduction (à titre irréductible) will be distributed and awarded to the subscribers subject to reduction (à titre réductible). Subscription orders subject to reduction (à titre réductible) will be allocated within the limit of their requests, in proportion to the number of preferential subscription rights which will have been used to subscribe not subject to reduction (à titre irréductible), without this resulting into an allotment of fractional New Shares. The subscription orders are irrevocable.

Based on the closing price of Worldline shares on the regulated market of Euronext Paris (“Euronext Paris”) on 10 March 2026, i.e. €1.421:

• the theoretical value of the preferential subscription right is €1.045 (this value may fluctuate during the rights trading period, in particular depending on changes in Worldline’s ex-right share price);
• the theoretical ex-right value of the share is €0.376; and
• the subscription price for the New Share of €0.202 per New Share reflects a discount of 46.3% to the theoretical ex-right value of the share and of 85.8% to the closing price of 10 March 2026.
  
  

These values do not provide any assurance as to the preferential subscription right value throughout the rights trading period, nor to the discounts, nor Worldline’s ex-right value of the share as they will be observed on Euronext Paris.

The Rights Issue will be open to the public in France only.

The New Shares will immediately entitle their holders, from the date of issuance, to receive all dividends and distribution decided by the Company from this date.

Subscription undertakings

After taking into account the completion of the Reserved Capital Increases, Bpifrance Participations, Crédit Agricole S.A. (via Delfinances) and BNP Paribas respectively hold 9.6%, 9.5% and 7.9% of the share capital of the Company as of today. The Strategic Investors have each committed to subscribe to the Rights Issue on a pro rata basis (à titre irréductible), by exercising their preferential subscription rights in proportion to their respective shareholding in the Company following completion of the Reserved Capital Increases, and for an additional amount of up to €29 million in aggregate (i.e., up to €11.4 million for Bpifrance Participations, €10.7 million for Crédit Agricole S.A. (via Delfinances) and €6.9 million for BNP Paribas)² which may be fulfilled, in whole or in part, to facilitate the execution of the Rights Issue.

In addition, on 9 March 2026, Banque Fédérative du Crédit Mutuel (who is not a shareholder of the Company as of today) agreed to purchase from SIX Group AG all of the preferential subscription rights (the “Acquired Rights”) attached to SIX Group AG’s 29,853,529 Company’s shares (representing as of today 9.2% of the share capital of the Company). Banque Fédérative du Crédit Mutuel has undertaken to exercise all the Acquired Rights on a not subject to reduction basis (à titre irréductible), after ownership of the Acquired Rights has been transferred to it. Banque Fédérative du Crédit Mutuel will thus subscribe to 179,121,174 New Shares.  

Such subscription commitments represent in aggregate up to 43.7% of the amount of the Rights Issue (assuming the additional commitment of €29 million is fulfilled exclusively by way of subscribing to New Shares), for an aggregate amount of up to c. €171 million in total.

Worldline is not aware of the subscription intentions of any other shareholder.

Underwriting

The Rights Issue, to the extent not covered by the subscription commitments described above, will be underwritten by a syndicate of banks.

Indicative timetable of the Rights Issue

⁽¹⁾ The processing times required by account holders may lead them to bring forward the dates and times for receiving instructions from their clients who hold preferential subscription rights. Account holders must inform their clients through corporate action notices, and the investors concerned are invited to contact their account holder.

It will not be possible to buy or sell the preferential subscription rights on the market after the close of trading on 25 March 2026.

Any preferential subscription rights not exercised before the end of the subscription period, i.e. the close of trading on 27 March 2026, shall automatically become null and void.

The New Shares will be, as from their issuance date, fully fungible with Worldline’s existing shares and will be traded under the same trading line and ISIN code as Worldline’s existing shares (ISIN code FR0011981968 and ticker symbol: WLN).

Note: The English-language version of this document may differ from the French-language version for regulatory reasons.

INVESTOR RELATIONS

Cesar Zeitouni
E cesar.zeitouni@worldline.com

Peter Farren
E peter.farren@worldline.com

COMMUNICATION

Virginie Bonnet
E virginie.bonnet@worldline.com

Antoine Denry / Wandrille Clermontel
E teamworldline@taddeo.fr

ABOUT WORLDLINE

Worldline [Euronext: WLN] is Europe’s leading operator of critical infrastructure and payment services. With a presence across the entire value chain, the group offers its customers unique expertise in processing and securing their payments, thereby promoting their growth. Worldline is leveraging its 2030 strategic plan and its technological innovation capabilities to build the European reference payment partner for merchants and financial institutions. With over 1.2 million customers, Worldline achieved €4bn revenue in 2025. worldline.com

Worldline’s corporate purpose (“raison d’être”) is to design and operate leading digital payment and transactional solutions that enable sustainable economic growth and reinforce trust and security in our societies. Worldline makes them environmentally friendly, widely accessible, and supports social transformation.

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DISCLAIMER

This document includes “forward-looking statements”. All statements other than statements of historical facts included in this document, including, without limitation, those regarding the Company’s financial position, business strategy, plans and objectives of management for future operations, are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company’s present and future business strategies and the environment in which the Company will operate in the future. Additional factors could cause actual results, performance or achievements to differ materially.

No communication and no information in respect of this transaction may be distributed to the public in any jurisdiction where a registration or approval is required. No steps have been or will be taken in any jurisdiction (other than France) where such steps would be required. The issue, the subscription for or the purchase of securities of Worldline may be subject to specific legal or regulatory restrictions in certain jurisdictions. Worldline assumes no responsibility for any violation of any such restrictions by any person.

This document is not and should not be construed as a “prospectus” within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended (the “EU Prospectus Regulation”) or within the meaning of the Public Offers and Admissions to Trading Regulations 2024 (the “POATR”).

With respect to the member states of the European Economic Area other than France (the “Member States”), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring the publication of a prospectus in any Member States. As a result, any securities of Worldline may only be offered in Member States (i) to “qualified investors”, as defined by the EU Prospectus Regulation; (ii) to fewer than 150 natural or legal persons per Member State, other than “qualified investors” (as defined in the EU Prospectus Regulation); or (iii) in any other circumstances, not requiring Worldline to publish a prospectus as provided under Article 1(4) of the EU Prospectus Regulation; and provided that none of the offers mentioned in paragraphs (i) to (iii) above requires the publication of a prospectus by Worldline pursuant to Article 3 of the EU Prospectus Regulation, a supplement to the EU Prospectus Regulation pursuant to Article 23 of the EU Prospectus Regulation, or the publication of an Annex IX document pursuant to Article 1(4) of the EU Prospectus Regulation.

With respect to the United Kingdom, no action has been undertaken or will be undertaken to make an offer to the public of securities requiring the publication of a prospectus in the United Kingdom. As a result, any securities of Worldline may only be offered in the United Kingdom (i) to “qualified investors”, as defined under paragraph 15 of Schedule 1 to the POATR; (ii) to fewer than 150 natural or legal persons, other than “qualified investors” (as defined under paragraph 15 of Schedule 1 to the POATR); or (iii) in any other circumstances falling within Part 1 of Schedule 1 to the POATR.

This document and any other materials in relation to the securities of Worldline have not been made, and have not been approved, by an “authorised person” within the meaning of Section 21(1) of the Financial Services and Markets Act 2000 (as amended, the “FSMA”). As a consequence, this document is directed only at persons who (A) are located outside the United Kingdom or (B) are “qualified investors” within the meaning of paragraph 15 of Schedule 1 to the POATR (i) who are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), (ii) who fall within Article 49(2)(a) to (d) of the Order, or (iii) to whom it may be lawfully communicated (all such persons collectively being referred to as “Relevant Persons”). Any securities are intended only for Relevant Persons and no invitation, offer or agreements to subscribe, purchase or acquire the securities may be proposed or made other than with Relevant Persons. Any person other than a Relevant Person may not act or rely on this document or any provision thereof. This document is not a prospectus which has been approved by the Financial Conduct Authority or any other United Kingdom regulatory authority within the meaning of Section 85 of the FSMA.

This document does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States of America, its territories and possessions, any State of the United States of America and the District of Columbia (the “United States”). Securities may not be offered, subscribed or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements thereof. The securities of Worldline have not been and will not be registered under the U.S. Securities Act. Worldline does not intend to register any portion of the offering of its securities in the United States or to conduct a public offering of its securities in the United States.

This document is not, and under no circumstances is it to be construed as, a prospectus, offering memorandum, advertisement or an offer to sell or solicitation of an offer to buy any of the securities referred to herein in Canada. Any offering in Canada will be made on a private placement basis only to purchasers purchasing, or deemed to be purchasing, as principal that are not individuals and that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, and is exempt from the requirement that the Company prepares and files a prospectus under applicable Canadian securities laws. No securities commission or regulatory authority in Canada has reviewed or in any way passed upon this document, the Rights Issue documentation or on the merits of the Rights Issue.

The distribution of this document in certain countries may constitute a breach of applicable law.

The information contained in this document does not constitute an offer of securities for sale in the United States, Canada, Australia, Japan or South Africa.

This document may not be published, forwarded or distributed, directly or indirectly, in or into Canada, Australia, Japan or South Africa.

¹ Delfinances, a wholly-owned subsidiary of Crédit Agricole S.A. (“Delfinances”).

² These additional commitments could include, but are not limited to, an acquisition of subscription rights (in the market or in off-market transactions) and/or exercise of subscription rights and/or subscribing to the share capital increase subject to reduction (à titre réductible) and/or allocation to it pursuant to the provisions of Article L.225-134, 2° of the French Code de commerce.

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