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222

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INGENICO GROUP

/

Registration Document 2016

Combined ordinary and Extraordinary Shareholders’ Meeting of May 10, 2017

7

7.1 Draft agenda and proposed resolutions

7.1

Draft agenda and proposed resolutions

Ordinary resolutions

Ordinary resolutions

First resolution

– Approval of the annual financial statements

for the year ended December 31, 2016 and approval of non-

tax-deductible expenses.

Second resolution

– Approval of the consolidated financial

statements for the year ended December 31, 2016.

Third resolution

– Allocation of net profit for the year and

dividend.

Fourth resolution

– Option to receive dividends in cash

or in shares, determination of share price, rounding of fractional

shares, option declaration period.

Fifth resolution

– Statutory auditors’ special report on the

agreements covered under Article L.225‑38

et seq

. of the French

Commercial Code (

Code de Commerce

).

Sixth resolution

– Ratification of the provisional appointment of

Ms. Caroline PAROT as a director.

Seventh resolution

– Reappointment of Ms. Caroline PAROT as

a director.

Eighth resolution

– Reappointment of Mr. Bernard BOURIGEAUD

as a director.

Ninth resolution

– Advisory vote on the components of the

compensation due or allocated to Mr. Philippe LAZARE, the

Chairman and Chief Executive Officer, in respect of the year

ended December 31, 2016.

Tenth resolution

– Approval of the principles and criteria

governing the determination, split and basis of the fixed,

variable and non-recurring components of total compensation

and benefits of any kind awarded to the Chairman and Chief

Executive Officer.

Eleventh resolution

– Authorization of the Board of Directors to

repurchase Company shares, pursuant to Article L.225‑209 of the

French Commercial Code; duration, purpose, procedure, limit, and

suspension of this authorization during a public offer period.

Extraordinary resolutions

Twelfth resolution

– Delegation of authority to be granted to

the Board of Directors to increase share capital by incorporating

reserves, profits and/or premiums; duration of delegation,

maximum nominal amount of the capital increase, settlement of

fractions, and suspension of this authorization during a public

offer period.

Thirteenth resolution

– Delegation of authority to be granted

to the Board of Directors to increase share capital by issuing

ordinary shares and/or securities conferring entitlement

to shares, with preferential subscription rights waived, to

employees who are members of a company savings plan,

pursuant to Articles L.3332-18

et seq

. of the French Labor Code;

duration of delegation, maximum nominal amount of the capital

increase, issue price, possibility to grant free shares pursuant to

Article L.3332-21 of the French Labor Code, suspension of this

authorization during a public offer period.

Fourteenth resolution

– Delegation of authority to be granted

to the Board of Directors to issue ordinary shares, with

preferential subscription rights waived, to employees, directors

and executive officers of Group companies with registered

offices outside France who are not members of a company

savings plan; duration, maximum amount of the capital increase,

issue price, suspension of this authorization during a public

offer period.

Fifteenth resolution

–Amendment to Article 12 of the Articles of

Association.

Sixteenth resolution

– Harmonization of Articles 4, 15, and 18 of

the Articles of Association.

Seventeenth resolution

– Powers for formalities.

Proposed resolutions for the Annual General Shareholders’ Meeting

Ordinary resolutions

First resolution – Approval of the annual financial

statements for the year ended December 31, 2016

and approval of non-tax-deductible expenses

The Annual General Shareholders’ Meeting, deliberating with

the quorum and majority required for ordinary meetings,

after reviewing the reports of the Board of Directors, the

Chairman of the Board and the statutory auditors for the

year ended December 31, 2016, hereby approves the annual

financial statements, as presented, which show a net profit of

€202,929,232.61.

The shareholders approve the amount of expenses and charges

as defined in Article 39-4 of the French General Tax Code,

i.e.

,

€73,964, as well as the related tax liability.