WORLDLINE_REGISTRATION_DOCUMENT_2017

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

Local regulatory or industry imposed requirements, ● including security or other compliance requirements; Competition from existing market participants, including ● strong global or local competitors that may have a longer history in and greater familiarity with the international markets in which the Group operates; Tariffs and trade barriers; ● Higher costs and complexities of compliance, and risk of ● non-compliance, with international and US laws and regulations such as import and trade regulations and embargoes, trade sanctions, anti-money laundering and anti-corruption regulations, export requirements and local tax laws; Laws and business practices that may favor local ● competitors; Restrictions on the repatriation of funds, including ● remittance of dividends by foreign subsidiaries, foreign currency exchange restrictions, and currency exchange rate fluctuations; Less favorable payment terms and increased difficulty in ● collecting accounts receivable and developing payment histories that support collectability of accounts receivable and revenue recognition; Obstacles to its use of, and access to, property and data ● centers important for its operations, especially in emerging countries; Different and/or more stringent labor laws and practices, ● such as the mandatory use of workers’ councils and labor unions, or laws that provide for broader definitions of employer/employee relationships; Different and/or more stringent data protection, privacy and ● other laws; Changes or instability in a specific country’s or region’s ● political or economic conditions; Greater difficulty in safeguarding intellectual property in ● areas such as China, India and Latin America; and Currency exchange rate exposure, to the extent that a ● portion of the Group’s revenue is generated in currencies other than the euro (the currency in which its financial statements are denominated). Failure to effectively manage any of the above risks, including through the development, maintenance and implementation of an effective system of internal controls, could have a material adverse effect on the Group’s business, reputation, results of operation and financial condition. These risks and costs are heightened to the extent the Group pursues international expansion in emerging or developing markets. The Group is currently facing an instance of such risk, namely the investigation led by the Public Prosecutor in relation to the transport of funds by a former sub-contractor of the Group in connection with the smartcard public transportation fare collection scheme that Worldline’s Argentinian subsidiary (“Worldline Argentina”) operates in the city of Cordoba,

Argentina. See Section F.6 “Legal Proceedings” for a detailed discussion of this matter. Acquisitions subject the Group to risks, including increased debt, assumption of unforeseen liabilities and difficulties in integrating operations. As part of its growth strategy, the Group expects to actively explore acquisition opportunities and alliance relationships with other businesses that will allow the Group to increase its market penetration, technological capabilities, product offerings and distribution capabilities. The Group’s strategy of expanding through acquisitions exposes it to a number of risks associated with valuation and undisclosed liabilities (negotiating a fair price for the business based on inherently limited diligence) and integration of businesses (managing the complex process of integrating the acquired company’s workforce, products, technology and other assets so as to realize the projected value of the acquired company and the synergies projected to be realized in connection with the acquisition), including the following: The Group may not be able to find suitable businesses to ● acquire at affordable valuations or on other acceptable terms; The Group may face competition for acquisitions from other ● potential acquirers; The Group may need to borrow money or sell equity or ● debt securities to the public to finance future acquisitions and may not be able to do so on acceptable terms or without increased risk to the Group’s business; The Group may incur substantial costs in relation to ● acquisitions that would weigh on its income and cash flow; The Group may encounter changes in accounting, tax, ● securities or other regulations that could increase the difficulty or cost for the Group to complete acquisitions; The Group may face difficulties or additional costs ● complying with foreign regulatory requirements; The Group may encounter difficulties in enforcing ● intellectual property rights in some foreign countries; The Group may have difficulty integrating acquired ● businesses, notably personnel with diverse business backgrounds and organizational cultures; The Group may incur unforeseen obligations or liabilities in ● connection with acquisitions; The Group may inaccurately assess disclosed liabilities in ● connection with acquisitions; The Group may choose joint venture partners with whom it ● has difficulties forging a constructive and long-term relationship; The Group may need to devote unanticipated financial and ● management resources to an acquired business; The Group may not realize expected operating efficiencies ● or product integration benefits from an acquisition;

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Worldline 2017 Registration Document