2018 NOTICE OF MEETING Combined Ordinary and Extraordinary Shareholders’ Meeting to be held on May 16, 2018 at 10:30 a.m. You are invited to attend If you wish to attend, you are Ingenico Group’s Combined invited to arrive from 9:45 a.m. with your admission card Ordinary and Extraordinary or your share certificate. Shareholders’ Meeting
On Wednesday Press releases and all other relevant information for May 16, 2018, shareholders, including the documentation related to this Shareholders’ Meeting, are at 10:30 a.m. available at www.ingenico.com/finance. Document prepared in At the Maison des Arts et Métiers accordance with Article R.225-81 of the French Commercial Code (information attached to all 9 bis, avenue d’Iéna - 75116 Paris, France proxy forms).
Contents
Chairman's 2017 Highlights 8 Message 3 Ingenico Group in 2017 10 How to take part in the Shareholders' Meeting 5 Board of Directors 14 How to provide evidence of your status as an Ingenico Group shareholder? 5 Agenda for the Combined How to vote? 5 Ordinary and Extraordinary How to use the VOTACCESS platform to participate Shareholders’ Meeting 22 in the Annual General Shareholders’ Meeting 6 Presentation and text of the Draft How to get to our Shareholders’ Resolutions proposed to Meeting 6 the Shareholders' Meeting 23
How to complete your voting form 7 Request form for documents 37
2 INGENICO GROUP / 2018 Notice of meeting PHILIPPE LAZARE Chairman and Chief Executive Officer
Chairman's“ Message
Dear Shareholder, The Shareholders’ Meeting provides an opportunity for It is my pleasure to invite you to Ingenico Group’s the Ingenico Group to communicate information and Combined Ordinary and Extraordinary Shareholders’ engage in dialogue with its shareholders. It is also the Meeting, which will be held on Wednesday, May 16, 2018 occasion for you to vote on resolutions submitted for at 10:30 a.m. at the Maison des Arts et Métiers in Paris. your approval. It will be an opportunity to look back on 2017 – a year I very much hope that you will be able to take part, in which we modified our organizational structure and either by attending in person, voting by post, or by expanded our offers in order to better meet the needs giving your proxy to the Chairman of the meeting or of our customers. another person of your choice. You will find in this document all the practical terms for participating in All our teams are fully committed to continuing this Shareholders’ Meeting, along with the agenda and to strengthen Ingenico’s leadership, through our the resolutions. combination of security at the point of acceptance and value creation for merchants. I would like to thank you for your trust and loyalty, and look forward to seeing you on Wednesday, May 16.
Philippe Lazare, Chairman and Chief Executive Officer
2018 Notice of meeting / INGENICO GROUP 3 4 INGENICO GROUP / 2018 Notice of meeting How to take part in the Shareholders' Meeting
HOW TO TAKE PART IN THE SHAREHOLDERS' MEETING
The Combined Ordinary and Extraordinary Shareholders’ Meeting will take place at 10:30 a.m. on Wednesday, May 16, 2018 at the Maison des Arts et Métiers, 9 bis, avenue d’Iéna, 75116 Paris, France. The registration desk will open at 9:45 a.m. and close at 10:30 a.m. The Annual General Shareholders’ Meeting is open to all Ingenico Group shareholders, regardless of the number of shares they hold. To take part in the meeting, you are therefore required to provide evidence of your status as an Ingenico Group shareholder two business days before the date of the meeting, i.e., by midnight (Paris time) on May 14, 2018, either through an entry in the registered securities accounts maintained by the Company, or in the bearer share accounts maintained by the authorized intermediary.
How to provide evidence of your status as an Ingenico Group shareholder?
If you hold registered shares shares are held). Your financial intermediary is your sole point of co