WORLDLINE : Results of the rights issue - Press release

Press release

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

Worldline announces the success of its share capital increase with preferential subscription rights for an amount of c. €392 million as part of its c. €500 million capital raise

Paris, La Défense, 31 March 2026 – Worldline S.A. [ISIN: FR0011981968 – Euronext: WLN] (the “Company” or “Worldline”), a European leader in payment services, announces today the success of its c. €392 million share capital increase with preferential subscription rights (the “Rights Issue”) announced on 12 March 2026.

Results of the Rights Issue

The gross proceeds of the Rights Issue amount to €391,780,753.76 (including issue premium) through the issuance of 1,939,508,682 new shares of the Company (the “New Shares”) at a subscription price of €0.202 per ordinary share (i.e., a nominal value of €0.02 plus an issue premium of €0.182), and a subscription ratio of six (6) New Shares for one (1) existing share of the Company.

Following the subscription period, which ended on 27 March 2026, total investor demand amounted to approximately €473 million. The Rights Issue has been oversubscribed with a subscription rate of approximately 121%:

• 1,858,374,426 New Shares were subscribed not subject to reduction (à titre irréductible), representing approximately 96% of the New Shares to be issued; and
• orders submitted subject to reduction (à titre réductible) represented 481,368,553 New Shares and will therefore only be partially allocated for a number of 81,134,256 New Shares (representing approximately 4% of the New Shares to be issued) according to a coefficient of 0.5087791961 calculated based on the number of preferential subscription rights exercises not subject to reduction (à titre irréductible), without this resulting into an allotment of fractional New Shares nor into allotment exceeding the number of New Shares subscribed subject to reduction (à titre réductible).

Following the c. €108 million reserved capital increases (the “Reserved Capital Increases”), the execution of the Rights Issue constitutes the final step of the Company’s c. €500 million share capital increase aimed at strengthening the Worldline group’s capital and financial structure and supporting its North Star 2030 ambition for a return to growth and strong cash flow generation.

The issue, settlement-delivery and beginning of trading of the New Shares on the regulated market of Euronext Paris is expected to take place on 2 April 2026. The New Shares will immediately entitle their holders to receive dividends declared by Worldline as from the date of issuance. The New Shares will be, as from their issue 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).

Subscription in the Rights Issue by the Strategic Investors and Banque Fédérative du Crédit Mutuel

Bpifrance Participations, Crédit Agricole S.A. (via Delfinances) and BNP Paribas (the “Strategic Investors”) have subscribed to the Rights Issue 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 following completion of the Reserved Capital Increases, and for an additional amount subject to reduction (à titre réductible) of €29 million, which has been partially used in accordance with the allotment coefficient mentioned above.

In addition, Banque Fédérative du Crédit Mutuel (who was not a shareholder of the Company at the time of the launch of the Rights Issue) having purchased from SIX Group AG all of the preferential subscription rights (the “Acquired Rights”) attached to SIX Group AG’s Worldline stake, has exercised all the Acquired Rights not subject to reduction (à titre irréductible), corresponding to 179,121,174 New Shares.

Consequently, as part of the Rights Issue (and by application of the allotment coefficient mentioned above):

• Bpifrance Participations subscribed to a total of 201,869,552 New Shares for €41 million;
• Crédit Agricole S.A. (via Delfinances) subscribed to a total of 200,019,952 New Shares for €40 million;
• BNP Paribas subscribed to a total of 166,885,098 New Shares for €34 million; and
• Banque Fédérative du Crédit Mutuel subscribed to a total of 179,121,174 New Shares for €36 million.

Impact of the Rights Issue on the allocation of the share capital

Following the settlement-delivery of the New Shares to be issued in the Rights Issue, Worldline’s share capital will amount to €45,255,202.58 divided in 2,262,760,129 ordinary shares with a nominal value of €0.02 each.

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

ABOUT WORLDLINE

Worldline [Euronext: WLN] is a European leader in 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 in 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.

WL-PressNews@worldline.com

Virginie Bonnet
T +33 6 18 70 72 12
E virginie.bonnet@worldline.com
or
teamworldline@taddeo.fr

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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.