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108

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INGENICO GROUP

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Registration Document 2016

Corporate governance

3

3.3 Compensation and benefits

William NAHUM

Independent advisor

Compensation, Appointments and Governance Committee member

Experience and expertise

A certified accountant, statutory auditor, legal expert to the Court of Appeal of Paris, certified by the French Supreme Court, William

Nahum has led a parallel professional and institutional career during which he has held almost all the elective offices in his profession.

After an internship in an international audit firm and then several years with French and American companies, he established a law

office more than thirty years ago, building up a team of partners, along with selected collaborators.

For twelve years, he was President of the Order of Certified Accountants of Paris (“Ordre des experts-comptables de Paris”) and of the

Company of Statutory Auditors of Paris (“Compagnie des commissaires aux comptes de Paris”). He was also President of the National

Order of Certified Accountants (“Président national de l’Ordre des experts-comptables”).

He served for nine years on the Board of IFAC, where he acquired expertise in auditing and governance standards particularly relevant

to litigation or professional liability cases. He has created and chaired two international institutions for the accountancy profession:

CILEA for South America and Latin Europe, and FCM, covering 16 countries located around the Mediterranean.

He has also held positions as a volunteer with the Accounting Standards Authority (“Autorité des normes comptables”), the Public

Accounts Standards Committee (“Comité des normes de la comptabilité publique”) and as a legal expert with the Government

Shareholding Agency (“Agence des participations de l’État”) and the Ministry of Defense.

In 2004, William Nahum founded the Academy of Accounting and Financial Sciences and Techniques, an organization chaired by him

with more than 60,000 members in over 20 countries.

In 2013, William Nahum was elected National President of CIP (Information Center on the Prevention of Company Difficulties).

A government order of December 24, 2013 made him a member of the Accounting Standards Authority (“Autorité des normes

comptables”).

3.3

Compensation and benefits

3.3.1

Compensation of directors and executive officers

The purpose of the Company’s policy on the compensation of

directors and executive officers and the management teams

more broadly-speaking is to:

attract, retain, and motivate the best talent;

encourage commitment to deliver high performance;

align compensation levels with the Company’s results.

It is guided by three principles:

competitiveness of compensation in respect of market

practices (compensation policies of comparable listed

companies, especially technology companies in France,

Europe, and the United States);

intermal and external fairness of compensation

alignment of compensation with the achievement of the

Group’s short-, medium- and long-term financial and strategic

goals.

3.3.1.1

Compensation, stock options

and performance shares granted by

the Company to the sole executive director

3.3.1.1.1

Policy for compensating the Chairman

and Chief Executive Officer

In recent years, the Board of Directors has decided to change the

compensation of the Chief Executive Officer, for two reasons: to

align it with market levels, and to reflect the transformation

of the Group’s profile since 2010 (both in size and scope of

business) while adhering to best market practices, in line with

the spirit of the AFEP-MEDEF Code. Since 2010, the Group’s

revenues have more than doubled, its profit for the period has

increased more than six-fold and its market capitalization has

more than tripled as of the end of December 2016.

In addition to compensating operational and financial

performance, the Board of Directors also uses the compensation

of its Chairman and Chief Executive Officer as a talent retention

tool. This is necessary because the Group operates in the

payment ecosystem – a global market that is changing very

rapidly and has a narrow talent pool.