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INGENICO GROUP

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Registration Document 2016

Corporate governance

3

3.5 Statutory auditors’ report, prepared in accordance 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

3.5

Statutory auditors’ report, prepared in accordance

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

To the Shareholders,

In our capacity as statutory auditors of Ingenico Group SA and

in accordance with Article L.225-235 of the French Commercial

Code we hereby report to you on the report prepared by

the Chairman of your Company in accordance with Article

L.225 37 of the French Commercial Code for the year ended

December 31, 2016.

It is the Chairman’s responsibility to prepare and submit for

the Board of Directors’ approval a report detailing the internal

control and risk management procedures implemented by the

Company and containing the other disclosures required by

Article L.225-37 of the French Commercial Code, particularly in

terms of corporate governance.

Our role is to:

provide you with our observations as to the information

contained in the Chairman’s report in respect of the internal

control and risk management procedures relating to the

preparation and processing of the accounting and financial

information; and

confirm that the report also includes the other disclosures

required by Article L.225-37 of the French Commercial

Code. It should be noted that our role is not to verify the fair

presentation of these other disclosures.

We conducted our audit in accordance with professional

standards applicable in France.

Information on internal control and

risk management procedures relating

to the preparation and processing of

accounting and financial information

These professional standards require that we perform the

necessary procedures to assess the fair presentation of the

information provided in the Chairman’s report in respect of

the internal control and risk management procedures relating

to the preparation and processing of accounting and financial

information.

These procedures consist mainly in:

obtaining an understanding of the internal control and risk

management procedures relating to the preparation and

processing of the accounting and financial information on

which the information presented in the Chairman’s report is

based, and of the existing documentation;

obtaining an understanding of the work involved in

the preparation of this information and of the existing

documentation;

determining if any material weaknesses in the internal

control procedures relating to the preparation and processing

of the accounting and financial information that we may

come across in the course of our work are properly disclosed

in the Chairman’s report.

On the basis of our work, we have nothing to report on the

information in respect of the Company’s internal control and

risk management procedures relating to the preparation and

processing of accounting and financial information, contained in

the report prepared by the Chairman of the Board in accordance

with Article L.225-37 of the French Commercial Code.

Other disclosures

We hereby attest that the Chairman’s report includes the

other disclosures required by Article L.225-37 of the French

Commercial Code.

The statutory auditors

Paris-La Défense, March 21, 2017

KPMG Audit

Department of KPMG SA

Mazars

Frédéric Quelin

Thierry Blanchetier

Partner

Partner