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]

The Group’s intellectual property may be challenged or infringed and the Group may be subject to infringement claims. The Group relies on a combination of contractual rights and copyright, trademark, patent and trade secret laws to establish and protect the Group’s proprietary technology. Third parties may challenge, invalidate, circumvent, infringe or misappropriate the Group’s intellectual property. While the Group strives to ensure that its intellectual property is sufficient to permit it to conduct its business independently, others, including the Group’s competitors, may develop similar technology, duplicate the Group’s services or design around the Group’s intellectual property. In such cases the Group could not assert its intellectual property rights against such parties or the Group may have to obtain licenses from these third parties (including in the context of cross license agreements, pursuant to which the Group would also grant a license under its intellectual property). Policing unauthorized use of the Group’s proprietary rights is difficult. The Group cannot make any assurances that the steps it has taken will prevent misappropriation of technology or that the agreements entered into for this purpose will be performed by the co-contracting parties. The Group may have to litigate to enforce or determine the scope and enforceability of its intellectual property rights, trade secrets and know-how, which is expensive, could cause a diversion of resources and may not prove successful. The loss of intellectual property protection or the inability to obtain third party intellectual property could harm the Group’s business and ability to operate freely. The Group may also be subject to costly litigation in the event that operating third parties claim that the Group’s services and technology infringe upon or otherwise violate their intellectual property, such as patents or copyrights. Any such claim may result in a limitation on the Group’s ability to freely use the intellectual property subject to these claims. Additionally, in recent years, non-operating companies have been purchasing and stacking intellectual property assets for the sole purpose of monetizing by making claims of infringement and attempting to extract settlements from companies like the Group. Even if the Group believes that most such intellectual property related claims are without merit, defending against such claims may be time consuming and expensive. If they were successfully upheld, claims of intellectual property infringement also might require the Group to redesign affected services, enter into costly settlement or license agreements, pay damage awards, or face a temporary or permanent injunction prohibiting the Group from providing or selling certain of its products or services. Finally, the Group uses open source software in connection with some of its technology and services, including its terminal products and payment platforms. While the Group constantly strives to select and combine open source code subject to licensing terms that are compatible with the Group’s strategic business objectives, closely monitor the use of open source software in the Group’s technology and services and make considerable efforts to ensure that none is used in a manner that would conflict with applicable licensing terms, such use could inadvertently occur, and any consequence of non-compliance with licensing terms, including any duty to disclose the Group’s proprietary source code, could be harmful to its business.

In an industry such as that of the Group, the ability to attract, recruit, retain and develop qualified personnel is critical to its success and growth. All of the Group’s businesses functions are at the intersection of rapidly changing technological, social, economic and regulatory developments that requires a wide-ranging set of expertise and intellectual capital. For the Group to successfully compete and grow, it must retain, recruit and develop the necessary personnel who can provide the needed expertise across the entire spectrum of the Group’s intellectual capital needs. While a number of the Group’s key personnel have substantial experience with the Group’s operations, the Group must develop its personnel to provide succession plans capable of maintaining continuity in the midst of the inevitable unpredictability of human capital. However, the market for qualified personnel, particularly in the area of information and payment technology, is competitive and the Group may not succeed in recruiting additional personnel or may fail to effectively replace current personnel who depart with qualified or effective successors. The Group’s effort to retain and develop personnel may also result in significant additional expenses, which could adversely affect the Group’s profitability. As part of its acquisition strategy, the Group’s ability to retain employees and key competences in the acquired companies is essential. Failure to retain or attract key personnel could have a material adverse effect on the Group’s business, financial condition and results of operations. If the Group fails to address the challenges and risks associated with international operations, including those arising as a result of expansion and acquisitions, the Group may incur higher costs or other financial consequences and encounter difficulties implementing its strategy, which could impede its growth or harm its operating results. While the Group currently generates close to half of its revenue from operations in France and the Belgium region, the Group also has operations throughout Europe and in Latin America and Asia. The Group is therefore subject to risks and costs associated with having widespread international operations. Furthermore, the Group currently operates in a number of emerging markets, including in Latin America and India, and intends to continue to expand both within these markets and into additional emerging and developing markets where such risks are typically amplified. The Group’s international operations expose it to a number of risks, including: Multiple, changing, and often inconsistent enforcement of ● laws and regulations;

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Worldline 2017 Registration Document