Worldline - Registration Document 2016

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Risk Factors Risks related to the Group’s business and industry

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

tariffs and trade barriers;

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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; political or economic conditions; changes or instability in a specific country’s or region’s ● 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). 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, 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 Argentina. See Section 20.6, “Legal Proceedings” for a detailed discussion of this matter.

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Worldline 2016 Registration Document