Worldline - Registration Document 2016

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

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 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; backgrounds and organizational cultures;

the Group could enter markets where it has minimal prior ● experience; the Group may encounter difficulties entering new markets ● due to, among other things, customer acceptance and business knowledge of these new markets; the Group may have difficulty managing geographically ● separated organizations, cultures, systems and facilities; and political conditions; and the Group may encounter challenging general economic ● the Group may experience decreases in earnings as a result ● of non-cash impairment charges relating to the goodwill recorded upon acquisitions. The process of integrating operations could cause an interruption of, or loss of momentum in, the activities of one or more of the Group’s consolidated businesses and the possible loss of key personnel. The diversion of the management’s attention and any delays with the delivery of the Group’s services or difficulties encountered in connection with acquisitions and the integration of the two companies’ operations could have an adverse effect on the Group’s business, results of operations, financial condition or prospects. The Group depends upon a limited number of suppliers for certain components of its products and on the performance of certain key services by third parties. The Group utilizes a limited number of third party suppliers and service providers to supply certain of the IT hardware, software and other components, including chips, used in the development and operation of the Group’s services and products. For example, the Group relies on a single supplier for an important component used in all current models of its merchant terminals range. The Group relies upon these suppliers to produce and deliver products on a timely basis and at an acceptable cost or to otherwise meet the Group’s product demands. Additionally, the Group depends upon various financial institutions for clearing services in connection with its Commercial Acquiring business (namely, the transmission and processing of authorization requests and processing of clearing and settlement instructions). Disruptions to the business, financial stability or operations, including due to strikes, labor disputes or other disruptions to the workforce, of these suppliers and service providers, or to their ability to produce the products and provide the services the Group requires in accordance with the Group’s and its customers’ requirements, could significantly affect the Group’s ability to fulfill customer demand on a timely basis which could materially harm its net revenue and results of operations. If these suppliers and service providers were unable to continue providing their services, the Group could encounter difficulty finding alternative suppliers. Even if the Group were able to secure alternative suppliers in a timely manner, the Group’s costs could increase significantly. Any of these events could adversely affect the Group’s results of operations.

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Worldline 2016 Registration Document