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Registration Document 2016

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INGENICO GROUP

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193

Consolidated financial statements December 31, 2016

5

5.7 Statutory auditors’ report on the consolidated financial statements

5.7

Statutory auditors’ report on the consolidated

financial statements

Fiscal year ended December 31, 2016

To the Shareholders,

In compliance with the assignment entrusted to us by your

Annual General Shareholders’ Meeting, we hereby report to you,

for the fiscal year ended December 31, 2016, on the following:

our audit of the attached consolidated financial statements

of Ingenico Group SA;

the justification of our assessments;

the specific verifications required by law.

These consolidated financial statements have been adopted by

the Board of Directors. Our role is to express an opinion on

these financial statements, based on our audit.

1. Opinion on the consolidated financial statements

We conducted our audit in accordance with professional

standards applicable in France. Those standards require that

we plan and perform the audit to obtain reasonable assurance

about whether the consolidated financial statements are free

of material misstatement. An audit includes examining, on

a test basis or through other selection methods, evidence

supporting the amounts and disclosures in the consolidated

financial statements. An audit also includes assessing the

accounting principles used and significant estimates made by

the management, as well as evaluating the overall presentation

of the financial statements. We believe that our audit provides

a reasonable basis for our opinion.

In our opinion, the consolidated financial statements give a

true and fair view of the assets, liabilities, financial position,

and results of the consolidated group of entities in accordance

with the International Financial Reporting Standards (IFRS) as

endorsed by the European Union.

Without qualifying our opinion, we draw your attention

to Note 8 “Other provisions” to the consolidated financial

statements regarding the status, as of December 31, 2016, of

ongoing tax disputes involving Ingenico Group SA’s Brazilian

subsidiary.

2. Justification of our assessments

In accordance with the requirements of Article L.823-9 of the

French Commercial Code relating to the justification of our

assessments, we bring to your attention the following matters:

at each reporting date, the Company tests the value of

goodwill and intangible assets that have indefinite useful

lives for impairment and identifies potential indications of

impairment in other intangible assets, as described in Note 7

“Property, plant and equipment and intangible assets” to

the consolidated financial statements. We have reviewed

the impairment testing methodology and the assumptions

used, and we have verified that Note 7 to the consolidated

financial statements provides adequate disclosure.

The underlying estimates retained for these tests used

assumptions that are uncertain by nature, the realizations

may differ significantly from the forward-looking statements

used;

the provisions for litigation and claims are recognized in

accordance with the accounting principles and methods

described in Note 8 “Other provisions” to the consolidated

financial statements. On the basis of information currently

available, we have reviewed how the provisions have

been estimated and we have verified that Note 8 to the

consolidated financial statements provides adequate

disclosure.

These assessments were made as part of our audit of the

consolidated financial statements, taken as a whole, and

therefore contributed to the opinion we formed, which is

expressed in the first part of this report.

3. Specific verifications

We have also performed, in accordance with professional

standards applicable in France, the specific verifications

required by French law on information given in the management

report of the Board of Directors.

We have no matters to report as to the fair presentation and the

consistency with the consolidated financial statements.

The statutory auditors

Paris-La Défense, February 23, 2017

KPMG Audit

Department of KPMG SA

Mazars

Frédéric Quélin

Thierry Blanchetier

Partner

Partner