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4.3

Comments on the parent company financial statements

Fiscal 2016 was marked in the main by the spin-off of certain

Ingenico Group SA activities on May 1, 2016. The purpose of

this spin-off is to align the legal organization of the Ingenico

Group with its operational and strategic organization, and to

streamline the financial and accounting management of its

activities.

The following partial transfers of assets were completed:

transfer to Ingenico France SAS of Ingenico Group SA’s entire

and independent distribution activities in France and its

export activities from France, including the ownership and

management of the Axis platform;

transfer to Ingenico Terminals SAS of its entire and

independent research & development, product development,

planning and procurement activities, along with terminal

sales to distribution subsidiaries;

transfer to Ingenico Business Support SAS of its entire

and independent division delivering support for Group

operational issues.

To reflect the partial transfers of assets, the relationships

between Ingenico Group SA and its beneficiary subsidiaries

of the transfers have been set out in the following master

agreements:

contract for management fees;

contract for the provision of support services;

contract for the distribution of terminals;

contract for trademark and domain names;

cash management agreement;

contract for the subleasing of real estate;

contract for the assignment of patents;

contract for the assignment of intellectual property and

software;

master contract for research & development.

Additionally, the following agreements govern the relationships

between Ingenico Group SA and its foreign subsidiaries:

contracts for management fees;

contracts for trademark and domain names;

contracts for royalties;

Ingenico Group SA is the Group’s parent company specifically

tasked with:

defining overall strategy;

Group financing.

It also acts as the holding company for Ingenico Group.

The Ingenico Group SA financial statements as at December 31,

2016 should be read taking into account the impact of these

partial asset transfers, particularly when comparing income

statement items with those of previous years.

Fiscal year 2016 was also significantly impacted by the

following acquisitions:

on April 7, 2016, Ingenico Group SA took control of Think&Go

NFC, a start-up based in France specializing in connected

screens;

on April 26, 2016, Ingenico Group SA acquired 70% of the

share capital of Lyudia, its distribution partner in Japan;

on August 31, 2016, Ingenico Group SA finalized the

acquisition of Nera Payment Solutions Pte Ltd. Through this

acquisition, the Group has expanded its portfolio of payment

applications and grown its distribution network in South-East

Asia.

The following financing actions were also taken during the year:

as part of its share repurchase program ratified by the

Shareholders’ Meeting of April 29, 2016, Ingenico Group

SA bought 1,500,000 options to purchase Ingenico shares,

thereby reducing the potential dilution risk connected with

the OCEANEs maturing on June 26, 2022, by approximately

a half;

on June 22, 2016, the maturity date of the €500 million

syndicated credit facility signed in 2014 was extended for

two years to July 29, 2021;

on December 21, 2016, the syndicated credit facility was

increased from €500 million to €750 million, and two 1-year

extension options granted.

Revenue for the year ended December 31, 2016 was €324.8 million, broken down as follows:

Revenue by geographical area

(in millions of euros)

2016

2015

France

31.1

135.8

Australia, China and Southeast Asia

45.2

103.7

Western and Central Europe

133.9

282.8

The Americas

83.4

242.3

Middle East

21.1

35.9

Africa

10.1

31.6

TOTAL

324.8

832.1

Registration Document 2016

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INGENICO GROUP

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129

Comments on the financial year

4

4.3 Comments on the parent company financial statements