Worldline - Registration Document 2016

4

Risk Factors Risks related to organizational structure and the Group’s operation as an independent entity

The Group operates in multiple tax jurisdictions and is subject to uncertainty relating to the cross-border application of tax rules. As an international group doing business in many countries, the Group is subject to multiple tax laws and must, accordingly, ensure that its global operations at once comply with the Because tax laws and regulations in effect in the various countries where the Group does business do not always provide clear or definitive guidelines, the Group’s structure (including the Reorganization Transactions), the conduct of its business and the relevant tax regime are based on the Group’s interpretation of applicable tax laws and regulations. The Group cannot guarantee that these interpretations will not be questioned by the tax authorities, or that applicable laws and regulations in various regulatory requirements while all the while achieving their commercial, financial and tax objectives. certain of these countries will not change, be interpreted differently or be applied inconsistently. More generally, any violation of tax laws and regulations in the countries where the Group or its subsidiaries are located or do business could lead to tax assessments or the payment of late fees, interest, fines and penalties. This could have a negative impact on the Group’s effective tax rate, cash flow and results of operations. Furthermore, the Group records deferred tax assets on its balance sheet to account for future tax savings resulting from differences between the tax values and accounting values of its assets and liabilities or tax loss carry forwards of its entities. The effective use of these assets in future years depends on tax laws and regulations, the outcome of current or future audits and litigation and the expected future results of operations of the entities in question. Changes in assumptions underlying carrying values could result in impairment of the Group’s goodwill. As of December 31, 2016, € 766.4 million of goodwill was recorded on the Group’s balance sheet. Goodwill represents the

date of acquisition. Goodwill has been allocated at the level of the Group operating segments set forth in the Appendices to the consolidated financial statements. Goodwill is tested for impairment at least annually, or more frequently when changes in the circumstances indicate that the carrying amount may not be recoverable. excess of the amounts the Group paid to acquire subsidiaries and other businesses over the fair value of their net assets at the The recoverable amounts of the Cash Generating Units are determined on the basis of value in use calculations, which depend on certain key assumptions, including assumptions regarding growth rates, discount rates, and weighted average costs of capital during the period. If management’s estimates change, the estimate of the recoverable amount of goodwill could fall significantly and result in impairment. While impairment does not affect reported cash flows, the decrease of the estimated recoverable amount and the related non-cash charge in the income statement could have a material adverse effect on the Group’s results of operations. Although no goodwill impairments were recorded in 2015 or 2016, no assurance can be given as to the absence of significant impairment charges in the future (see Note 13 to the consolidated financial statements). Company’s exposure to the United-Kingdom and to the Brexit situation. The Company has approximately 10% of its sales in the United-Kingdom, mostly from recurring contracts. The business in the UK is composed primarily of local delivery around a core of local solutions. The Group’s exposure to GBP fluctuation is limited, as revenue in GBP have corresponding costs in GBP and Indian Rupee. Last, in the UK, the Group does not rely on any UK or EU regulatory approvals.

4.2

Risks related to organizational structure and the Group’s operation as an independent entity

The Group’s principal shareholder will be able to exercise significant influence over the Group’s operations and strategy. The Atos group is the Group’s majority shareholder and retains control of Worldline. It may itself control decisions submitted for the approval of shareholders at Combined Annual General Meetings and, in particular, if quorum requirements are not met at Extraordinary Shareholders’ Meetings. The Atos group will be

Group’s operations and nomination of members of management as well as the Group’s dividend policy. able to control decisions that are important for the Group, such as those concerning the nomination of Directors, the approval of annual financial statements, the distribution of dividends and changes to the Company’s capital and bylaws. The Atos group will, therefore, be able to exercise significant influence over the

20

Worldline 2016 Registration Document