WORLDLINE_REGISTRATION_DOCUMENT_2017

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Risk Factors [GRI 102-15] and [GRI 102-11] Risks related to the Group’s business and industry [GRI 102-10]

Breakdowns of the Group’s processing systems or software defects could damage customer relations and subject it to liability. The Group depends heavily on the efficient and uninterrupted operation of numerous systems, including its computer systems, software, servers and data centers. The services the Group delivers are designed to securely and reliably process very complex transactions—very often in real-time—and provide reports and other information on those transactions, all at very high volumes and processing speeds. Any failure to deliver an effective and secure service or performance issues that result in significant processing or reporting errors or service outages could have a material adverse effect on a potentially large number of users, the Group’s business, and, ultimately, its reputation. The Group operates various services that involve the collection, accounting and management of cash inflows and outflows for different parties operating across the payment services chain. A technical defect, errors in the application or interpretation of contractual rules within systems, or even undetected fraud, could result in cash flow accounting errors which could adversely affect the Group’s financial condition, given the Group’s role as systems operator, should the Group be unable to take corrective measures to redistribute such cash flows. To successfully operate its business, the Group must therefore be able to protect its systems from interruption, including from events that may be beyond its control. Events that could cause system interruptions include, but are not limited to, fire, natural disasters, telecommunications failure, computer viruses, unauthorized entry, terrorist acts and war. Additionally, the Group’s employees, on whom it is also dependent, could cause significant operational breakdowns or failures, either as a result of human error or as a result of deliberate sabotage or fraudulent manipulation of its operations or systems. Third parties with whom the Group does business could also be sources of operational risk to it, including as a result of breakdowns or failures of such parties’ own systems, products or employees. Similarly, software and software updates may contain undetected errors that degrade their performance. The Group’s property and business interruption insurance may not be adequate to compensate it for all losses or failures that may occur. Breakdowns in the Group’s systems or those of third parties, defects in our systems, errors or delays in the processing of payment transactions or other difficulties could result in: Loss of revenue; ● Loss of clients and/or contracts; ●

Loss of sensitive merchant, consumer and other data; ● Fines imposed by payment network associations; ● Contractual penalties or trade concessions; ● Damage to the hardware or software of our clients; ● Harm to the Group’s business or reputation resulting from ● negative publicity; Exposure to fraud losses or other liabilities; ● Additional operating and development costs (notably in ● connection with the imposition of additional security measures and remediation efforts); Legal proceedings being brought against the Group; and/or ● Diversion of technical and other resources. ● Any one or more of the foregoing could have an adverse effect on the Group’s business, financial condition and results of operations. Although the Group attempts to limit its potential liability through controls, including system redundancies, security controls, application development and testing controls, etc., it cannot be certain that these measures will always be successful in preventing disruption or limiting the Group’s liability. Similarly, service outages could prevent the Group’s merchant clients from being able to process card payments for the duration of the outage. Any of these developments could materially and adversely affect the Group’s reputation for reliability or its reputation generally, and hence its business, results of operations and financial condition. The Group is subject to economic and political risk, business cycles and credit risk of its clients and the risk of an overall decline of consumer, business and government spending and is dependent on the success of its clients, which could negatively impact the Group’s business, financial condition and results of operations. The Merchant Services, electronic payments, payment processing, and digital services industries are influenced by the overall level of individual consumer, business, and government spending, and, with a significant retail and government client base, the Group’s business is particularly dependent on these factors. The Group is exposed to general economic conditions that affect consumer confidence, consumer and government spending, consumer discretionary income or changes in consumer purchasing habits. A renewed deterioration in macro-economic conditions in key countries where the Group operates, particularly in Europe, may adversely affect the Group’s financial performance by reducing the number or average size of transactions made using card and electronic payments. A reduction in the amount of consumer spending could result in a decrease in the Group’s revenue and profits. If cardholders of the Group’s financial institution clients make fewer transactions with their cards, the Group’s merchants make fewer sales of their products and services using electronic payments, consumers using Online Banking e-Payment (OBeP), new payment services based on SEPA Credit Transfer (especially coupled to real time settlement service) and other non-card payment methods make fewer payments or people spend less money per transaction, the Group will have fewer transactions to process and smaller average payment sizes, resulting in a potentially significant decrease in revenue. Additionally, the Group’s clients and their customers, with less disposable income, might be less likely to opt for the Group’s digital services offerings and other value-added solutions, which comprise an increasingly significant portion the Group’s services offerings and component of its growth strategy. Moreover, during economic downturns, our existing and prospective

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Worldline 2017 Registration Document