By contribution agreement dated 01.03.2021 (the "Contribution Agreement"), Worldline Financial Services (Europe) S.A, a société anonyme under the laws of Luxembourg, with registered office in Munsbach, Luxembourg, and business address at 10 Rue Gabriel Lippmann, 5365 Munsbach, Luxembourg, registered with the Luxembourg Registre de Commerce et des Sociétés under B144087 ("Worldline"), has transferred with immediate effect, the independent partial business unit "Merchant Services" (as further described in the Contribution Agreement) pertaining to its Austrian branch, Worldline Financial Services (Europe) S.A – Zweigniederlassung Österreich with the place of the branch in Vienna and business address at Marxergasse 1B, 1030 Vienna, (FN 496994 z), consisting of all assets, liabilities, employees and contracts of Worldline pertaining to Worldline Financial Services (Europe) S.A. – Zweigniederlassung Österreich and used exclusively for the "Merchant Services" business in Austria (as further described in the Contribution Agreement), to PAYONE GmbH, a limited liability company under the laws of Germany, with registered office in Frankfurt am Main, Germany, and business address at Lyoner Straße 9, 60528 Frankfurt am Main, Germany, registered with the Commercial Register of the Local Court of Frankfurt am Main under HRB 116860 ("PAYONE"), to be continued by its Austrian branch, PAYONE GmbH, Zweigniederlassung Österreich with the place of the branch in Vienna and the business address at Marxergasse 1B, 1030 Vienna (FN 366044 a).
The Contribution Agreement will be filed with the Commercial Register of the Commercial Court Vienna.
In this context, it is hereby announced that it was agreed in the Contribution Agreement that, pursuant to Section 38 para. 4 of the Austrian Commercial Code (Unternehmensgesetzbuch), any obligation or liability of PAYONE for the liabilities (Verbindlichkeiten) or legal relationships (Rechtsverhältnisse) not assumed under the Contribution Agreement (in particular also pursuant to its clause 2.3.3) is expressly excluded and that this agreement is also effective vis-à-vis third parties.
Worldline Financial Services (Europe) S.A