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227

Registration Document 2016

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INGENICO GROUP

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

7

7.1 Draft agenda and proposed resolutions

or the amount of discount to be deducted may vary

according to the capital increases or the beneficiaries

involved;

5)

resolve to waive shareholders’ preferential subscription

rights to shares to be issued to employees, directors and

executive officers of the Subsidiaries;

6)

resolve that the Board of Directors shall have the necessary

powers, with the option to sub-delegate as provided for

by law, to implement this delegation of authority and to

accomplish the following in particular:

determine the date, terms and methods to be used in the

issue of shares with or without premiums, and determine

the aggregate number of shares to be issued,

determine the list of beneficiaries among employees,

directors and executive officers of the Subsidiaries,

determine the number of shares that may be subscribed

by each of them,

set the subscription price of the shares, in compliance

with the methods set forth in 4) above,

set the terms of payment for the shares within the

statutory framework,

set the date from which the shares to be issued shall be

entitled to dividends,

limit the amount of the issue to the amount of

subscriptions, where relevant within any regulatory

limits in force,

if applicable, charge any costs against the issue premium

or premiums, particularly issuance costs,

if applicable, request the admission of the new shares

to trading on the Euronext Paris stock market or on any

other regulated stock market,

enter into any agreements required to ensure the

successful completion of the planned issues and amend

the Articles of Association accordingly,

do whatever is necessary to safeguard the rights of

holders of securities conferring future entitlement to

Company shares in compliance with applicable laws and

regulations, and

generally determine the terms and conditions for the

transactions carried out pursuant to this resolution,

record the resulting capital increase and perform

all legal formalities required in compliance with

Articles L.225‑129-2 and L.225‑138 of the French

Commercial Code;

7)

resolve that, unless previously authorized by the Annual

General Shareholders’ Meeting, the Board of Directors may

not make use of this delegation of authority at any time

during a public offer period initiated on the Company’s

shares by a third party, and until the end of such an offer

period;

8)

resolve that this delegation of authority is hereby granted

for a period of 18 months from the date of this meeting and

cancels and replaces any remaining unused balance under

any previous delegation of authority with the same purpose.

Fifteenth resolution – Amendment

to Article 12 of the Articles of Association

The Annual General Shareholders’ Meeting, deliberating with

the quorum and majority required for extraordinary meetings,

after reviewing the report of the Board of Directors, hereby

resolves to amend paragraph 1 of Article 12 of the Articles of

Association, to delete the requirement for directors to be

appointed from among the shareholders.

Accordingly, the shareholders hereby resolve to amend

paragraph 1 of Article 12 of the Articles of Association as

follows, the rest remaining unchanged:

“Appointment of directors: The Company is administered by a

Board composed of 3 to 13 members.”

Sixteenth resolution – Harmonization

of Articles 4, 15 and 18 of the Articles

of Association

The Annual General Shareholders’ Meeting, deliberating with the

quorum and majority required for extraordinary meetings, after

reviewing the report of the Board of Directors, hereby resolves

to harmonize the Articles of Association with applicable laws

as follows:

Regarding moving head office:

make the Articles of Association consistent with

Article L.225‑36 of the French Commercial Code as

amended by law 2016-1691 of December 9, 2016,

consequently amend as follows the last paragraph of

Article 4 of the Articles of Association, the rest remaining

unchanged,

“The Board of Directors may decide to move the head office

to any other place in France subject to ratification by the next

Ordinary General Shareholders’ Meeting”.

Regarding related party agreements:

make the Articles of Association consistent with

Article L.225‑39 of the French Commercial Code as

amended by Order 2014-863 of July 31, 2014 and

Article L.225‑40 of the French Commercial Code as

amended by law 2016-1691 of December 9, 2016,

consequently amend as follows paragraph 4 of Article 15

of the Articles of Association, the rest remaining

unchanged:

“The party concerned shall notify the Board of any agreement

that requires authorization. It cannot vote on the requested

authorization. The Chairman of the Board of Directors

notifies the statutory auditors of all agreements that have

been authorized and concluded, as noted above, and submits

them for ratification by the next Ordinary General Meeting.

The statutory auditors present their assessment of those

agreements in a special report to the meeting, which then

votes upon it. The party concerned cannot vote or be counted

in the quorum for the meeting or for voting purposes.”

Regarding statutory auditors:

make the Articles of Association consistent with

Article L.823-3-1 of the French Commercial Code as

amended by Order 2016-315 of March 17, 2016,

consequently amend as follows the first sentence of

paragraph 2 of Article 18 of the Articles of Association,

the rest remaining unchanged:

“Statutory auditors are eligible for reappointment in

accordance with applicable regulations.”

Seventeenth resolution – Powers for formalities

The shareholders hereby grant all powers necessary to

accomplish the filing and publication formalities required by

law to anyone in possession of an original, copy or extract of

this report.