Worldline - Registration Document 2016

Financial Information concerning the Group’s Assets and Liabilities, Financial Condition andResults Group Consolidated Financial Statements

Note 31

Subsequent events

There is no subsequent event post 2016 closing.

for the year ended December Statutory Auditors’ report on the consolidated financial statements 20.1.2

language and is provided solely for the convenience of English speaking users. This is a free translation into English of the statutory auditors’ report on the consolidated financial statements issued in the French discussing the auditors’ assessments of certain significant accounting and auditing matters. These assessments were made for the information is presented below the audit opinion on the consolidated financial statements and includes an explanatory paragraph The statutory auditors’ report includes information specifically required by French law in such reports, whether modified or not. This individual account captions or on information taken outside of the consolidated financial statements. This report also includes purpose of issuing an audit opinion on the consolidated financial statements taken as a whole and not to provide separate assurance on information relating to the specific verification of information given in the management report. applicable in France. This report should be read in conjunction with, and is construed in accordance with, French law and professional auditing standards

To the Shareholders,

following matters: justification of our assessments, we bring to your attention the to the consolidated financial statements. related information was appropriately disclosed in Notes 1 and 2 acquisitions in accordance with IFRS 3 revised and that the included checking the proper accounting treatment of those consolidated financial statements of your company. Our audit (formerly Equens) and Paysquare, and their impact on the terms and conditions of the takeover of equensWorldline The Note 1 to the consolidated financial statements outlines the determine the fair value of intangible assets relating to the customer Accordingly, the company hired an independent appraiser to liabilities of the acquired entities, based on their fair value. The purchase prices were allocated to the identifiable assets and method with that used for the impairment tests. and verifying the consistency of the discount rate calculation of future income assumptions applied to the customer relationships, measurement data and method used, assessing the appropriateness independent appraiser’s report, familiarizing ourselves with the relationships. Our procedures mainly consisted in analyzing the these estimates were based and reviewing, on a sampling basis, the methodology implemented and the assumptions on which basis by the company. Our work mainly consisted in assessing identifiable assets and liabilities was determined on a provisional Furthermore, the allocations of the purchase price to the other the calculations performed by the company. management to issue judgments and use estimates and preparation of the consolidated financial statements requires under Section 20.1.1.6.2 of the consolidated financial statements, the As outlined in the Note “Accounting estimates and judgments” adjustment to the carrying amount of assets and liabilities in the assumptions and judgments, which may result in a significant liabilities at the closing date. This note specifies that the estimates, as the information disclosed in the notes on contingent assets and income and expenses recorded in the financial statements, as well assumptions that affect the reported amount of assets and liabilities, subsequent fiscal year, mainly concern the following items: applied, as well as the data underlying the values in use, in assessing the appropriateness of the methodology Based on the information provided to us, our work consisted and in Note 13 to the consolidated financial statements. as described in the Note “Goodwill” under Section 20.1.1.6.2 31, 2016, was subject to impairment testing by the company, Goodwill amounting to Euro 766.4 million as of December ●

ended December 31, 2016 on: Annual General Meetings, we hereby report to you for the year In compliance with the assignment entrusted to us by your statements of Worldline; the audit of the accompanying consolidated financial ● the justification of our assessments; ● the specific verification required by law. ● these consolidated financial statements based on our audit. the Board of Directors. Our role is to express an opinion on These consolidated financial statements have been approved by believe that the audit evidence we have obtained is sufficient presentation of the consolidated financial statements. We significant estimates made, as well as evaluating the overall also includes assessing the accounting principles used and disclosures in the consolidated financial statements. An audit methods, to obtain audit evidence supporting the amounts and procedures, using sample testing techniques or other selection material misstatement. An audit involves performing about whether the consolidated financial statements are free of plan and perform the audit to obtain reasonable assurance and appropriate to provide a basis for our opinion. standards applicable in France. Those standards require that we We conducted our audit in accordance with professional Reporting Standards as adopted by the European Union. for the year then ended in accordance with International Financial Group as at December 31, 2016 and of the results of its operations and fair view of the financial position and assets and liabilities of the In our opinion, the consolidated financial statements give a true financial statements Opinion on the consolidated I.

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II.

Justification of our assessments

French Commercial Code (Code de commerce) relating to the In accordance with the requirements of Article L.823-9 of the

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Worldline 2016 Registration Document