Ingenico Group Registration Document 2016

2016 REGISTRATION DOCUMENT INCLUDING THE ANNUAL FINANCIAL REPORT CONTENTS CHAIRMAN'S MESSAGE 3 CONSOLIDATED FINANCIAL PROFILE 4 5 STATEMENTS DECEMBER 31, 2016 131 KEY FIGURES 6 5.1 Consolidated income statement 132 INGENICO GROUP IN THE WORLD IN 2016 8 5.2 Consolidated statement of comprehensive income 133 5.3 Consolidated statement of fi nancial position 134 2016 IN 8 HIGHLIGHTS 10 5.4 Consolidated cash fl ow statement 136 HISTORY 12 5.5 Consolidated statement of change in equity 138 ORGANIZATIONAL CHART 5.6 Notes to the consolidated fi nancial statements 139 (AS AT DECEMBER 31, 2016) 14 5.7 Statutory auditors’ report on the consolidated fi nancial statements 193 PRESENTATION 1 OF THE GROUP 17 PARENT COMPANY FINANCIAL 6 STATEMENTS AT DECEMBER 31, 2016 195 1.1 Activity & strategy 18 1.2 Risk factors 28 6.1 Assets 196 6.2 Liabilities 197 6.3 Profi t and loss account 198 6.4 Notes to the parent company fi nancial statements 199 CORPORATE SOCIAL 2 RESPONSIBILITY 37 6.5 Statutory auditors’ report on the parent company annual fi nancial statements 219 2.1 CSR for Ingenico Group 38 6.6 Five-year fi nancial summary 220 2.2 Reporting scope and method 42 2.3 The Ingenico Group community 45 2.4 Ingenico Group’s contribution to society 53 COMBINED ORDINARY AND 2.5 Ingenico Group’s environmental approach 64 7 EXTRAORDINARY SHAREHOLDERS’ 2.6 Report by the independent third party, on the MEETING OF MAY 10, 2017 221 consolidated human resources, environmental and social information included in the management report 75 7.1 Draft agenda and proposed resolutions 222 7.2 Presentation of the resolutions 228 7.3 Statutory auditors’ report on the capital transactions provided for under resolutions 13 CORPORATE and 14 of the Combined Ordinary and Extraordinary 3 GOVERNANCE 79 Shareholders’ Meeting on May 10, 2017 234 3.1 Report of the Chairman of the Board of Directors on corporate governance and on internal control and risk management procedures 80 INFORMATION ON THE COMPANY 3.2 Positions and duties as at December 31, 2016, 8 AND ITS SHARE CAPITAL 237 of the Board members at the date of this Registration Document 99 8.1 Information on the Company 238 3.3 Compensation and benefi ts 108 8.2 Share capital 242 3.4 Statutory auditors’ special report on regulated 8.3 Share ownership 248 agreements and commitments 120 8.4 Market for Ingenico Group shares 252 3.5 Statutory auditors’ report, prepared in accordance 8.5 Additional information 254 with Article L.225-235 of the French Commercial Code, on the report of the Chairman of the Board of Directors of Ingenico Group SA 122 CROSS-REFERENCE TABLE TO THE REGISTRATION DOCUMENT 257 CROSS-REFERENCE TABLE 4 COMMENTS ON TO THE ANNUAL FINANCIAL REPORT 261 THE FINANCIAL YEAR 123 CROSS-REFERENCE TABLE 4.1 Activity report 124 TO THE MANAGEMENT REPORT 262 4.2 Outlook and trends 128 CROSS-REFERENCE TABLE 4.3 Comments on the parent company FOR CORPORATE SOCIAL RESPONSIBILITY (CSR) 263 fi nancial statements 129 All financial information is available on our website www.ingenico.com/fr Registration document Including the annual fi nancial report This document is a free translation of the French language reference document that was fi led with the Autorité des marchés fi nanciers (the “AMF”) on 29 March 2017. It has not been approved by the AMF. This translation has been prepared solely for the information and convenience of English- speaking readers. No assurances are given as to the accuracy or completeness of this translation, and INGENICO GROUP assumes no responsibility with respect to this translation or any misstatement or omission that may be contained therein. In the event of any ambiguity or discrepancy between this translation and the French reference document, the French reference document shall prevail. In accordance with the General Regulations of the Autorité des marchés fi nanciers, notably Article 212-13, the French language version of this document was fi led with the Autorité des marchés fi nanciers on 29 March 2017. This document may only be used in connection with a fi nancial transaction if it is part of a prospectus which has received the visa of the Autorité des marchés fi nanciers. This document has been prepared by the issuer under the responsibility of its signatories. This document is available on the Ingenico Group internet website: www.ingenico.co m. 1 Registration Document 2016 / INGENICO GROUP / General notes In this Registration Document: • the terms “Ingenico Group SA” and “Company” refer to Ingenico Group SA, whose shares are admitted to trading on the Euronext Paris stock market; and • the terms “Group” and “Ingenico Group” refer to the group consisting of Ingenico Group SA and all subsidiaries and associates held directly or indirectly by Ingenico Group SA. This Registration Document includes statements about the Group’s objectives and outlook. These statements are sometimes identifi ed by the use of the future or conditional tense and forward-looking terms such as “think”, “aim”, “expect”, “intend”, “should”, “aspire”, “estimate”, “believe”, “hope”, “could”, etc. Such information is based on data, assumptions and estimates considered reasonable by the Group. They may change or be modifi ed due to uncertainties related to changes in the economic, financial, competitive and regulatory landscape. In addition, the materialization of some risks described in Chapter 1 of this Registration Document is likely to have an impact on the Group’s business and its ability to meet its objectives. Furthermore, the achievement of the stated objectives is dependent on the success of the strategy presented in Chapter 1 of this Registration Document. The Group makes no undertaking nor does it offer any guarantee that the objectives presented in this Registration Document will be achieved. The forward-looking statements and objectives presented in this Registration Document may be affected by known and unknown risks, uncertainties and other factors that could result in a material difference between the Group’s future results, performances and achievements and the stated or implied objectives. These factors may include changes in economic conditions, the business climate, regulations, as well as those described in Chapter 1 of this Registration Document. Investors are advised to carefully consider the risk factors described in Chapter 1 of this Registration Document. The realization of any or all of these risks may have a negative effect on the Group’s business, position, fi nancial results, and objectives. In addition, other risks not yet identifi ed or which are considered immaterial by the Group could have the same negative effect. This Registration Document also contains information on the markets in which the Group operates. The information comes mainly from public records and studies undertaken by external sources and may prove to be incorrect or out of date. Consequently, the Group’s business could develop in a different manner to that described in this Registration Document. / INGENICO GROUP / Registration Document 2016 2 CHAIRMAN’S MESSAGE A STRONG GROUP WITH A UNIQUE PROFILE: THE KEY PLAYER IN OMNICHANNEL PAYMENT. Created in 1980, Ingenico Group is now the transformation of our transaction In recent years we have capitalized on the global leader in payment acceptance platforms. a strong growth cycle to expand our thanks to its capacity to innovate and to portfolio of business activities and grow All regions posted excellent results, adapt all throughout its history. The year our commercial network. Ingenico’s with the exception of the Brazilian and 2016 offers further proof of this: we profile in its sector is now unique: we U.S. markets. In Europe-Africa, the pace presented our 2020 strategic plan, clearly are the key player in omni channel affirming our ambition to become the of growth reached 14%, thanks to our payment. To reaffi rm our leadership year global leader in omni channel payment excellent market coverage in this region in and year out, we continue to invest in acceptance; we expanded and renewed and our ability to seize opportunities innovation, particularly through Ingenico our offer, from terminals to payment created by new technological and Labs. Thanks to our new organization, both of our global business units will services, to support this strategic aim; regulatory developments. Asia Pacific respond even better to the distinct and and we achieved robust results, in & Middle East recorded the strongest specific needs of our two main types line with our expectations , despite the regional growth, rising 25% on the of customers: banks and acquirers on challenges faced on the Brazilian and back of robust growth in China. The the one hand, and physical and online U.S. markets. Lastly, we prepared for the other countries now represent half of retailers on the other. future by pioneering new innovations this region’s revenue. The ePayments and by rethinking our organization to division grew at a significantly faster I have full confi dence in the commitment of our management and all our make it resolutely customer-centric. pace at end-2016, up 11% year-on-year, employees to pursue the Group’s growth mainly owing to the success of our offer In 2016, our revenue totaled €2,312 path in 2017 and beyond. million, an 8% increase on a like-for-like with international merchants such as basis. Our EBITDA margin was 20.6%, in a AliExpress and Booking.com, as well as year marked by signifi cant investments the record performances of our platforms to launch our new terminal ranges and in terms of both transaction volumes and Philippe Lazare, associated services and to continue availability rates. Chairman and CEO 3 Registration Document 2016 / INGENICO GROUP / PROFILE Ingenico Group has a unique The Group now employs more portfolio of payment acceptance than 7,500(1) people worldwide and solutions across all sales generated over €2.3 billion in sales channels.

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