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248

/

INGENICO GROUP

/

Registration Document 2016

Information on the Company and its share capital

8

8.3 Share ownership

8.3

Share ownership

8.3.1

Changes in share ownership over the last three financial years

Share ownership is broken down based on a total of

61,493,241 shares at December 31, 2016, which carry a total

of 65,287,282 voting rights (including double voting rights and

excluding treasury shares).

Shares that have been registered for over two years have

double voting rights. These double voting rights are based on

the information in the Shareholders’ Register managed by Caceis

Corporate Trust.

Pursuant to Article L.225‑124, paragraph 1 of the French

Commercial Code, double voting rights are rendered null and

void

ipso jure

when shares are converted into bearer form or if

their ownership is transferred.

Nevertheless, transfers through inheritance, the liquidation

of marital assets,

inter vivos

transfers to a spouse or direct

relative or transfers resulting from the merger or demerger

of a shareholding company do not result in the loss of double

voting rights.

Major shareholders

To the best of the Company’s knowledge, share ownership at December 31, 2016 was broken down as follows:

At December 31, 2016

Number

of shares % shares

Number of

voting rights

% actual

voting rights

% theoretical

voting rights

(1)

Shareholders

Allianz Global Investors

(2)

4,910,776 7.99% 4,910,776

7.52%

7.51%

BPI France Participations

(3)

3,335,935 5.42% 3,335,935

5.11%

5.10%

Jupiter

(4)

3,189,054 5.18% 4,404,847

6.75%

6.73%

Amundi

(5)

2,365,271 3.85% 2,365,271

3.62%

3.62%

MAJOR SHAREHOLDERS

13,801,036 22.44% 15,016,829

23.00%

22.96%

Employee share offers (Article L.225‑102

of the French Commercial Code)

157,956 0.26%

303,828

0.46%

0.46%

Treasury shares

116,534 0.19%

-

-

0.18%

of which, shares held under liquidity contract

-

-

-

-

-

Other shareholders (bearer and registered)

47,417,715 77.11% 49,966,625

76.54%

76.40%

TOTAL

61,493,241

100% 65,287,282

100%

100%

(1) Pursuant to Article 223-11 of the AMF General Regulations, the number of theoretical voting rights is calculated on the basis of all shares with

voting rights, including shares with suspended voting rights.

(2) Based on the most recent information in the shareholding threshold crossing statement received on November 17, 2016 (position as of November 15, 2016).

(3) BPI France Participations is indirectly controlled by the Caisse des Dépôts et Consignations which indirectly holds 3,630,945 shares and voting

rights according to the latest shareholding threshold crossing statement sent to the Company on July 27, 2015 (position as of July 22, 2015).

(4) Based on the most recent information in the shareholding threshold crossing statement (pursuant to Article L.233-7 of the French Commercial

Code) received on March 29, 2016 (position as of March 23, 2016).

(5) Based on the information in the shareholding threshold crossing statement received on July 22, 2016.

To the best of the Company’s knowledge, there is no other

shareholder who holds, directly or indirectly, either acting alone

or in concert, over 2% of the share capital or voting rights.

To the best of the Company’s knowledge, there has been no

significant change since December 31, 2016, with the exception

of the threshold crossing on January 9, 2017 by Amundi as

disclosed below.

The Company is not controlled by another company within the

meaning of Article L.233-3 of the French Commercial Code. To

the best of the Company’s knowledge, there are no agreements

in place that could bring about a change in control at some

future date.