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224

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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

Dividends for those shareholders who opt for a cash payment

are payable on June 12, 2017. Those shareholders who opt

for a dividend in shares will receive the new shares on the

distribution date for cash dividends,

i.e.

, June 12, 2017.

The shares issued in respect of the dividend payment shall be

entitled to dividends from January 1, 2017.

The Annual General Shareholders’ Meeting hereby resolves to

grant the necessary powers to the Board of Directors, with

the option to sub-delegate, to perform all actions required

to implement this resolution, to record the number of shares

issued and the capital increase arising from the new shares

issued as stock dividends, to amend the Articles of Association

accordingly, and to proceed with all publication and filing

formalities.

Fifth resolution – Statutory auditors’ special

report on the agreements referred to

in Article L.225‑38

et seq

. of the French

Commercial Code

The Annual General Shareholders’ Meeting, deliberating with the

quorum and majority required for Ordinary meetings, and after

reviewing the statutory auditors’ special report referred to in

Article L.225‑40 of the French Commercial Code, acknowledges

(i) the information about the agreements concluded and the

commitments made in prior years, and (ii) the agreement

referred to in that Article, signed in the fiscal year ended

December 31, 2016 and approved by the General Shareholders’

Meeting of April 29, 2016.

Sixth resolution – Ratification of the provisional

appointment of Ms. Caroline PAROT as a director

The shareholders, deliberating with the quorum and majority

required for ordinary meetings, hereby ratify the provisional

appointment of Ms. Caroline PAROT as a director, made by the

Board of Directors at its meeting of March 21, 2017, to replace

Mr. Thibault POUTREL, who resigned.

As a result, Ms. Caroline PAROT will serve out the remaining

term of office of her predecessor,

i.e.

, until the end of this

Meeting.

Seventh resolution – Reappointment

of Ms. Caroline PAROT as a director

The shareholders, deliberating with the quorum and majority

required for ordinary meetings, hereby resolves to reappoint

Ms. Caroline PAROT as a director for a term of three years,

expiring at the end of the Shareholders’ Meeting held in 2020

to approve the financial statements for the previous year.

Eighth resolution – Reappointment

of Mr. Bernard BOURIGEAUD as a director

The Annual General Shareholders’ Meeting, deliberating with the

quorum and majority required for ordinary meetings, resolves

to reappoint Mr. Bernard BOURIGEAUD as a director for a term

of three years, expiring at the end of the meeting to be held in

2020 to approve the financial statements for the previous year.

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

The Annual General Shareholders’ Meeting, deliberating with

the quorum and majority required for ordinary meetings,

having been consulted as recommended in Article 26.2 of the

AFEP-MEDEF Corporate Governance Code of November 2016,

which the Company uses as a reference in accordance with

Article L.225‑37 of the French Commercial Code, and having

read the Board of Directors’ report, hereby votes in favor of

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, as presented

in that report.

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

The Annual General Shareholders’ Meeting, deliberating with

the quorum and majority required for ordinary meetings, in

accordance with Article L.225‑37-2 of the French Commercial

Code, hereby votes in favor of the principles and criteria for

calculating, splitting and allocating fixed, variable and non-

recurring components of compensation and benefits of any

kind, attributable by reason of his corporate functions to

the Chairman and Chief Executive Officer, as disclosed in the

report attached to the report mentioned in Articles L.225‑100

and L.225‑102 of the French Commercial Code, presented in

Section 3.3.1.1.1 of the 2016 Registration Document.

Eleventh resolution – Authorization to be granted

to the Board of Directors to repurchase Company

shares, pursuant to Article L.225‑209

of the French Commercial Code

The Annual General Shareholders’ Meeting, deliberating with the

quorum and majority required for ordinary meetings, and after

reviewing the Board of Directors’ report, hereby authorizes

the Board for a period of 18 months in accordance with

Articles L.225‑209

et seq

. of the French Commercial Code to

trade in Company shares on the stock exchange or in any other

way on one or more occasions.

This authorization is intended to allow the Company to do the

following:

hold and use Company shares as a means of exchange or

consideration in external growth transactions, in compliance

with current laws and regulations;

use Company shares in connection with the exercise of rights

attached to Company securities conferring immediate or

future entitlement to Company shares through conversion,

exercise, redemption or exchange, presentation of a warrant

or by any other means, and carry out any transactions

required to hedge the Company’s obligations in connection

with these securities, in accordance with stock market

regulations and at the time that the Board of Directors or

any person to whom the Board has delegated its powers

may act;