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]

Consolidation in the banking and Financial Services industry could adversely affect the Group’s revenue by reducing the number of its existing or potential clients and making it more dependent on a more limited number of clients. In recent years, there have been a number of mergers and consolidations in the banking and Financial Services industry. Mergers and consolidations of financial institutions reduce the number of the Group’s clients and potential clients, which could adversely affect its revenue or lead to the non-renewal of existing contracts. Namely, the Group faces the risk that its clients may merge with entities that are not the Group’s clients, the Group’s clients may sell business operations to entities that are not the Group’s clients or the Group’s financial institution clients may otherwise cease to exist or migrate to other platforms operated by the Group’s competitors or managed internally, thereby adversely impacting the Group’s existing agreements and projected revenue with these clients. Revenue of the Financial Services (previously “Financial Processing & Software Licensing”) global business line, whose customer base comprises principally banks and other financial institutions, could be particularly affected. Further, if the Group’s clients fail or merge with or are acquired by other entities that are not the Group’s clients, or that use fewer of the Group’s services, they may discontinue or reduce their use of the Group’s services. It is also possible that the larger banks or financial institutions resulting from mergers or consolidations would have greater leverage in negotiating terms with the Group or could decide to perform in-house some or all of the services which the Group currently provides or could provide. Any of these developments could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects. The Group incurs liability when its merchant clients in its Commercial Acquiring business refuse or cannot reimburse chargebacks resolved in favor of their customers, and when the Group’s merchant clients or others engage in fraudulent activities. In the event that a dispute between a cardholder and a merchant is not resolved in favor of the merchant, the transaction is normally “charged back” to the merchant and the purchase price is credited or otherwise refunded to the cardholder. In the context of the Group’s Commercial Acquiring business, if the Group is unable to collect such amounts from the merchant’s account or reserve account (if applicable), or if the merchant refuses or is unable, due to closure, bankruptcy or any other reason, to reimburse the Group for a chargeback, the Group bears the loss for the amount of the refund paid to the cardholder. The Group may experience significant losses from chargebacks in the future. Any increase in chargebacks not paid by the Group’s merchants could have a material adverse effect on the Group’s business, financial condition and results of operations, particularly with respect to its e-Commerce services Additionally, the Group has potential liability for fraudulent electronic payment transactions or credits initiated by merchants or others. Examples of merchant fraud include when a merchant or other party knowingly uses a stolen or counterfeit credit or debit card, card number, or other credentials to record a false sales or credit transaction, uses an invalid card, or intentionally fails to deliver the merchandise or services sold. Criminals are using increasingly sophisticated methods to engage in illegal activities such as counterfeiting and fraud. Failure to effectively manage risk and prevent fraud could increase the Group’s chargeback liability, damage the Group’s reputation and jeopardize its relationships with its bank clients and card management organizations, or cause the Group

from which it currently benefits. Furthermore, with respect to the businesses in which it currently operates without the need for a financial institution license, the Group may find itself at a disadvantage vis-à-vis its competitors that are fully licensed financial institutions and able to offer clients additional services, such as financing, that the Group is unable to offer. The electronic payment industry is facing new competition emerging from non-traditional competitors, such as PayPal, Samsung, and Google, which offer alternative peer-to-peer and “closed loop” payment methods that generally bypass the traditional interchange-based payment processing systems on which much of the industry’s current business model is largely based. Moreover, these non-traditional competitors have considerable financial resources and robust networks, are highly regarded by consumers and, as new entrants to the payments services industry, are not yet subject to the same level of legal or regulatory scrutiny in terms of pricing and business practices as are the industry’s more traditional players such as the Group. Although many of the Group’s services are designed to accommodate these new payment methods, the Group’s role in processing these payments is less extensive and may be less profitable than its role in traditional card processing. If these non-traditional competitors gain a greater share of the electronic payment market, and the Group’s services are not used to process the related transactions or cannot be offered at rates comparable to those in the Group’s traditional card processing business, it could also have a material adverse effect on the Group’s business, financial condition, results of operation and prospects. The Group may encounter difficulties expanding its existing services to newmarkets. One of the core elements of the Group’s strategy is to expand the geographic footprint for its services including by expanding services that have experienced success in one or more of the Group’s markets to other markets served by the Group. This strategy involves a number of significant risks including the risk that the regulatory frameworks or consumer preferences in the new markets entered may make the Group’s products less attractive. There can be no assurances that the Group’s efforts to expand its services into new markets will be successful, particularly in light of the competition it faces from incumbent providers of such services in these new countries. If the Group is not able to successfully expand its existing service to new markets, the Group’s growth strategy may not be successful, which, in turn could have a material adverse effect on its business, financial condition, results of operation and prospects.

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Worldline 2017 Registration Document