Worldline - Registration Document 2016

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Financial Information concerning the Group’s Assets and Liabilities, Financial Condition andResults Dividend Policy

Dividend Policy 20.5

conditions and any other factor deemed relevant by the however. Future dividends will depend on general business Company’s Board of Directors. external growth strategy. There is no guarantee of dividends, to the extent compatible with the implementation of the Group’s Subject to approval by the Annual General Shareholders representing approximately 25% of its consolidated net income, Meeting, the Group has the target to distribute annual dividends

distribute a dividend. decide, upon the recommendation of the Board of Directors, to In accordance with French law and the Company’s bylaws, Extraordinary Shareholders Meeting, the General Assembly may which were adopted by the Company’s general ordinary and Company’s financial results, its financial situation, the The Company’s dividend policy takes into account the achievement of its objectives and its liquidity requirements.

years: The following table sets forth the total dividend amount and net dividend per share distributed by the Company over the last three

2016

Year of distribution

2015

2014 45,1 3,88

0 0

0 0

Total dividend (in € million) Net dividend per share (in €)

the Board of Directors decided to propose at the next Annual General Meeting of Shareholders not to distribute any dividend on the During its meeting held on February 20, 2017 and considering the strategic priority given in 2017 to the development of the Company, 2016 results.

Legal Proceedings 20.6

governmental, legal or arbitration proceedings likely to have, or matters described below, the Group is not aware of any financial condition or results of operations of the Company or which has had over the past 12 months, a material effect on the the Group. As of the date of this Registration Document, other than the

proceedings in the ordinary course of business. The Group The Group is involved in legal, administrative and regulatory financial loss to the Company or one of its subsidiaries, where records a provision in cases that it considers likely to result in the amount of such loss can reasonably be estimated. The Group’s aggregate amount of provisions for legal proceedings was approximately € 1.3 million as of December 31, in order to cover litigations with personnel who left th group.

TrustSeed Litigation

Banque Palatine and the Company, as well as three of the regional court of Paris by TrustSeed (“TrustSeed”) against de France, the Economic Interest Group IT-CE, and Natixis Company’s clients: La Caisse d’Epargne et de Prévoyance d’Ile procedure for authenticating a bankcard user who makes an Paiements. TrustSeed claims that it holds a patent relating to a An action for patent infringement was brought before the online payment by sending a code by text message. It claims and asks that they be ordered jointly and severally to pay that this patent was infringed by the five defendant companies agreement between the Company and the other defendants, damages in the amount of € 42.5 million. Pursuant to an

the case tried on the merits by the first instance judge. On Court of Appeal to consider its claim admissible in order to have court’s judgement of March 7, 2014 and thus rejected October 27, 2015, the Paris Court of Appeal confirmed the Paris (pourvoi en cassation) with the French civil Supreme Court TrustSeed’s claims. TrustSeed decided to file a final appeal the patent rights that it claimed to have. On September 23, 2014, to state a claim, finding that TrustSeed had not shown that it had TrustSeed decided to file its appeal submissions asking the March 7, 2014, the court dismissed TrustSeed’s action for failure any damages will be paid exclusively by the Company. On

(Cour de cassation).

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Worldline 2016 Registration Document