WORLDLINE_REGISTRATION_DOCUMENT_2017

E

Financials Consolidated financial statements

Finalization of the Equens purchase price allocation Note 1 ‘Main changes in the scope of consolidaiton’ Key Audit Matter The merger of the Financial Services business of Worldline with Equens resulted in the creation of equensWorldline held at 63.6% by Worldline and 36.4% by Equens’ previous shareholders. Transaction price has been subject to a preliminary allocation as of December 31, 2016 to the identified assets acquired and liabilities assumed based on their estimated respective fair values. Those fair values were estimated thanks to available information at that date. The time window for adjusting the PPA has ended on September 30, 2017. At that date, the company has retroactively recorded adjustments in relation with the valuation of intangible assets and non-current liabilities based on more up to date and complete information obtained. We have considered the finalization of the Equens purchase price allocation as a key audit matter considering the importance of Management’s estimate and judgements in order to estimate the fair value of the assets acquired and liabilities assumed as required by IFRS 3 "Business Combination".

Our audit approach

The company appointed an independent appraiser in order to assist with the identification and valuation of intangible assets. Our approach consisted in reviewing the expert’s report and assessing the consistency of the hypothesis and estimation used with the business plan obtained as well as the company’s strategy: We have discussed with the independent appraiser on the ● scope of his work, the methodology used and the main assumptions used; We have reviewed the reliability of the valuation methods ● used with the use of our own valuation specialists We have interviewed with the Management in order to ● corroborate the hypothesis and estimation used within the underlying business plan supporting the valuation of the intangible assets with growth expected in the coming years and the group’s strategy We have also reviewed the estimates used to determine the fair value of non-current liabilities in relation with the execution of certain contracts. Responsibilities of Management and Those Chargedwith Governance for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the European Union, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless it is expected to liquidate the Company or to cease operations. The Audit Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control and risks management systems and where applicable, its internal audit, regarding the accounting and financial reporting procedures. The consolidated financial statements were approved by the Board of Directors.

Verification of the Information Pertaining to the Group Presented in theManagement Report

As required by law, we have also verified in accordance with professional standards applicable in France the information pertaining to the Group presented in the management report of the Board of Directors. We have no matters to report as to the fair presentation and the consistency with the consolidated financial statements of the information given in the management report of the Board of Directors.

Report onOther Legal and Regulatory Requirements

Appointment of the Statutory Auditors We were appointed as statutory auditors of Worldline by the annual general meeting held on June 30 th , 1997 for Deloitte & Associés and April 30 th , 2014 for Grant Thornton. As at December 31, 2017, Deloitte & Associés and Grant Thornton were respectively in their 21 st year and 4 th year of total uninterrupted engagement, which represent the 4 th year of engagement for both statutory auditors since the Company securities were admitted to trading on a regulated market.

196

Worldline 2017 Registration Document