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Wendel : 2026 Shareholders’ Meeting Presentation – May 21, 2026
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Wendel : 2026 Shareholders’ Meeting Presentation – May 21, 2026



Shareholder's Meeting

M A Y 2 1 , 2 0 2 6



Agenda

2025 highlights, Asset Management & Principal Investments Performance

by Laurent Mignon, Group CEO

2026 and recent events

by David Darmon, Member of the Executive Board and Group Deputy CEO

ESG performance

by Christine Anglade, Director of Sustainable Development and Communication, Executive Board Advisor

Governance and compensation

by William D. Torchiana, Chairman of the Governance and Sustainability Committee

Resolutions

by Sébastien Metzger, General Counsel

Statutory auditors reports

by Malcom Sossou, Associé Forvis Mazars

Questions from shareholders Vote on resolutions

2026 AGM | M a y 2 1 , 2 0 2 6

2



2025 highlights,

Asset Management (WIM) & Principal Investments (WPI) Performance

L a u r e n t M i g n o n

G r o u p C E O





2030 Ambitions

  • >€7 bn cumulated cash flows through by 2030 through asset rotation & FRE generation

  • Returning >€1.6bn to shareholders

  • WIM FRE to grow organically by 15% per annum(1)

  • WPI intrinsic value to grow by 12 to 16% per annum (1)

    WPI & WIM are two complementary value creation engines

    1. Average annual growth since September 2025

Asset Management

business ramp-up

  • Closing of the acquisition of Monroe

    Capital in March 2025

  • Successful completion of the fund raising cycle for Monroe's and IK's closed end funds with €11bn raised since they joined WIM

  • Acquisition of Committed Advisors

announced in October 2025

WIM manages c.€50bn in private assets and to generate

>€200m1 FRE in 2026 PF

Principal

Investments: Improving efficiency

  • Active management of listed and unlisted assets

  • €1.3 bn proceeds from the disposal of shares of Bureau Veritas through 2 transactions completed in March and September 2025

  • WPI granted IK Partners an advisory mandate to enhance value creation potential of private controlled companies (covering new investments to be made)

WPI to benefit from IK Partners'

ecosystem for more value creation

1) EURUSD @ 1.175

€1.65 billion

Cumulated proceeds to be received from the disposals of Stahl and IHS announced in February 2026

Strong capacity to execute our shareholder returns policy Large headroom to deploy capital towards new investments by WPI and the expansion of WIM

2025 Financial Performance

AuM

IK & Monroe Capital Total GAV of WPI

€41.2bn

Reported

€5.5 bn

  • Positive impact of listed assets

  • Unlisted assets' valuation impacted by

    current trading, peer multiples & FX

    Mgt Fees &

    Other revenues

    FRE+PRE

  • Stahl valued at ongoing offer price,

    €349m €146m

    UP +156%

    excluding future cash flows

  • IHS valued at end of year average share price

Fully diluted NAV per share of €164.2 as of Dec. 31, 2025. Discount of 51.3%.

Sales Δ Organic EBITDA, Op. Margin (1)

growth profit for BVI (1)

Bureau Veritas

€6,466m

+3.6%

+6.5%

€1,053m

16.3%

ACAMS

$111m

+9.2%

+9.0%

$27m

24.4%

CPI

$153m

+1.8%

+0.9%

$76m

49.5%

Globeducate (2)

€416m

+10.5%

n/a

€108m

26.0%

Scalian

€506m

-5.1%

-9.0%

€55m

10.9%

  1. EBIT and EBITDA before goodwill allocation entries, management fees, and non-recurring items. Including IFRS 16 impacts. Financing documentation may include specific definitions of EBIT & EBITDA.

  2. Globeducate acquisition was completed on October 16th, 2024. FY 2025 contribution of 12 months of sales from December 1st, to November 30st including India.

WIM growth momentum has accelerated strong value creation for all stakeholders thanks to its

Multi verticals approach

Private Equity

  • €1.3bn of equity raised in 2025 completing the 2024-2025 fundraising vintage for €6.2bn (hardcap)

  • c. €0.9bn million proceeds from 5 full exits, c. €0.8 billion deployed in 13 transactions

  • AuM +11% in 2025

  • First evergreen Eltif IK PRIVATE EQUITY SOLUTIONS now available for subscription

Private Credit

  • $3.8bn of equity raised in 2025

  • AuM +22% in 2025

  • More than $6bn of capital available for deployment

  • 2026: expected launched of Monroe Capital Europe

Secondaries

  • Closing of the acquisition of Committed Advisors in April 2026

  • Completion of CAGPS II fund raising and launch of CASF VI

€ million

2025

2024

Change %

Total Contribution from asset management

127.5

42.3

201.3%

Total Contribution from portfolio

730.4

774.4

(5.7)%

Operating expenses net of management fees and Taxes

(69.3)

(76.2)

(9.1)%

Financial expenses

(11.5)

35.6

(132.3)%

Non-cash operating expenses

(24.1)

(22.4)

7.6%

Recurring net income from operation

753.0

753.7

(0.1)%

Recurring net income from operations,

Group share

161.2

232.7

(30.7)%

Consolidated net income

344.7

989.9

(65.2)%

Consolidated net income, Group share

-151.8

293.9

(151.7)%

In accordance with IFRS, this

excludes:

  1. the impact from the BVI forward sale,

  2. the capital gain on the block sale of the underlying shares of the exchangeable bond into Bureau Veritas shares (€980m) and

  3. the change in fair value of IHS (€222.8m) which are booked in equity.





Proposing a 5.10€ per share dividend, up +8.5% vs last year.

Representing a yield of c.5.8%(1) on Share Price and 3.1% of NAV as of end 2025

Share buyback programme covering 9% of the share capital, in place since February 27, 2026

+ 16,8 % CAGR

4.70€

5.10€

2025 Dividend

1.25€ 1.30€

1.75€ 1.85€ 2.00€

2.15€ 2.35€

2.65€ 2.80€ 2.80€ 2.90€ 3.00€

3.20€

4.00€

3.60€ to be proposed today

2025

1.50€ of interim dividend paid on november 2025

2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024

2025

Div/ANR

yield

1.3% 1.7% 1.5% 1.4% 1.6% 1.6% 1.5% 1.5% 1.9% 1.7% 1.8% 1.6% 1.9%

In euros per share, ordinary dividend

The 2011 ordinary dividend included an exceptional distribution of 1 Legrand share for every 50 Wendel shares held.

(1) Based on Wendel's share price of €87.7 as of May 20, 2026.

2.5%

>2.5%

3.1%



In line with our new dividend policy, the next interim dividend will be paid in November 2026 and will represent 50% of the dividend paid for 2025.

2026 Interim dividend

(to be paid in November 2026)

2025 dividend balance

Cash dividend received in 2025 and due to be received in 2026

+ 24.3 % CAGR

6.15€

6.20€

4.00€

3.20€

2024

dividend

1,50€

interim dividend

paid in november 2025

2023

2024

2025

2026

2,55 €

3,60€

4,70€



Q1 2026 portfolio performance & update

D a v i d D a r m o n

M e m b e r o f t h e E x e c u t i v e B o a r d , G r o u p D e p u t y C E O



Wendel Q1 2026 key financials



Q1 2026 Financial Performance

AuM

IK & Monroe Capital Total GAV of WPI

€41.8bn

€49.5 bn PF of Committed Advisors

Reported

Mgt Fees & Other revenues

IK & Monroe Capital

€106m

UP +129% vs. Q1 2025,

+8% organic like-for-like

€5.5 bn

  • Positive impact of listed assets

  • IHS valued at offer price

  • Unlisted assets' valuation

impacted by market multiples

Total fully diluted NAV per share of €158.4 as of March 31, 2026, down -3.6% vs. end 2025 Strong accretive impact of share buyback performed

Fully Diluted NAV strongly impacted by market multiples in Q1 2026,

but the market rebound since end of March is not factored in valuations yet

Q1 2026

NAV per share (€)

Wendel Investment Managers (8.5)

Wendel Principal Investments (0.4)

  • Negative impact of market multiples in Q1. Strong rebound of multiples since the end of March not yet taken into account

  • Listed assets : +2.6€/share - IHS valued at offer price

  • Unlisted assets negatively impacted by market multiples

    Forex -

    • Hedging policies in place have compensated effects on the NAV

      Cash operating costs,

      net financing result & other

    • Contained operating costs, offstet by positive financial income

(0.7)

(2M shares)

Share buyback positive effect +3.7 • 4.7% of share capital bought back as of end of March

Total change in value on fully diluted NAV per share

(5.8)

  • Fully diluted NAV: €158.4 per share as of March 31,

2026, down -3.6% YTD

Q1 Revenue

Total

Organic growth

Scope impact

FX

impact

Bureau Veritas

€1,547m

-0.8%

+4.5%

-0.1%

-5.2%

Scalian

€125m

-4.9%

-4.6%

-

-0.3%

CPI(1)

$31m

+1.0%

-0.7%

-

+1.7%

ACAMS

$23m

+5.9%

+5.0%

-

+0.6%

Globeducate(2)

€123m

+12.5%

+6.3%

+7.2%

-0.9%

Principal Investments
  1. In accordance with IFRS 5, the contribution of CPI France has been reclassified in "Net income from discontinued operations and operations held for sale" in 2025 with an impact of $0.2M. Comparable sales for Q1 2025 represent $30.5M versus 2025 published sales of $30.7M.

  2. In Q1 2025, India was not consolidated in Globeducate's accounts. In Q1 2026, the contribution from India amounts to €6.5 M.

c.€1.2 billion

Estimated net proceeds,

i.e. >20% premium above Q3 2025 NAV

>15% IRR per annum

over 20 years

6.6x Net Cash on Cash

Including €427m of cash returned to

Wendel from 2006 to 2025

A 20-years value creative transformation journey



under Wendel's ownership

Revenue x3

From €316m in 2006 to €930m in 2024 (incl. Muno)

EBITDA x4

From €44m in 2006 to €181m in 2024, with margin up 550bps

Value creative M&A

Transformation into a pure play specialty coatings for flexible materials:

  • 5 acquisitions to expand business and strategic repositioning

  • 1 carve-out to optimize business model and multiple

$535 million

Estimated net proceeds,

i.e. c.21% premium above Q3 2025 NAV

0.7x Net Cash on Cash

In euros

A growth story impaired



by volatile FX and adverse IPO journey

Revenue x10

From $168m in 2013 to $1,711m in 2024

EBITDA x21

From $44m in 2013 to $928m in 2024, EBITDA margin more than doubled

Adverse external factors

  • Naira vs USD devaluated 8.5x since initial investment by Wendel

  • Mostly dollar denominated debt

  • Strong share price fall since IPO driven by industry de-rating

2013 figures published by Wendel when IHS was a private company. 2024 figures published by IHS Towers as a listed company.

  1. Closing of the transaction is expected to occur in 2026, subject to IHS shareholder approval, regulatory approvals in the relevant markets, and customary closing conditions.

    Closing of the acquisition of Committed Advisors in April 2026

    • a manager specialized in the secondary market

    • Wendel Investment Managers further strengthens its position as a leading European midmarket private asset management platform

    Fundraising

    • €1.5bn of new equity raised over the quarter:

    ow 1.2bn for Secondary strategies and $0.5bn for Private Credit strategies

    Revenues

    • Management fees totaled €106.2 M(1) in Q1 2026, up +129% vs Q1 2025, largely resulting from the acquisition of Monroe Capital (Monroe Capital was not consolidated in Q1 2025). Organic growth on a like-for-like basis stood at +8%.

    1. Including €4.6m of fees paid by Wendel to IK related to the advisory mandate on WPI unlisted assets.

      a specialist in middle market secondary

      3 offices

      Paris, New York & Singapore

      Inception: 2010

      Team: 50 (o/w 29 IP)

      €7.7bn AuM (1)

      24% CAGR 2010-25 of

      cumulated fundraising

      2026e FRE: €45m

      19% Gross IRR(2)

      220+ completed transactions over the past 15 years

      36

      people

      10

      people

      4

      people

      Targeting secondary

      transactions from

      €20m to €200m

      ESG commitments



      1. Including €1.2bn of assets raised in Q1 2026

      2. Average IRR since 2010

        €49.5bn

        AuM Proforma

        €7.7bn

        +23% since

        acquisition

        +

        AUM as of Dec.

        31, 2024

        Organic growth since then

        AUM

        PF March 31,

        2026

        Committed

        Advisors

2026 FRE Proforma (1)

In €million

45

>200

>15% since acquisition

FRE Organic growth

at acquisition since then

Committed Advisors FRE

2026

FRE proforma forecast

+



+

  1. Average dollar at €1.175. On a full year basis.

As of March 31, 2026

Cash: €1.3bn

+€875m in committed credit facility

Gross debt: €1.6bn

7.8% LTV ratio PF

Average maturity : 6.3 years(1)

Weighted average cost of debt : 2.8%(1)

S&P credit rating:

BBB/stable outlook

300

1.375%

Jan. 2034

3.750%

2032 Aug. 2033

4.500% 1.000%

June 2030 June 2031

2029

2027 2028

1.375%

Apr. 2026

209

300

300

€750m Exchangeable Bond

repaid in cash in March 2026

500

in m€

Institutional bonds

Maturity profile

  1. excluding €209 million in bonds due for repayment on April 26, 2026

    • WIM: good start of the year, 2026 ambitions confirmed

    • WPI: Good growth & numerous value creation initiatives

    • NAV: Strong impact of market multiples as of March 31, 2026



ESG

Performance

C h r i s t i n e A n g l a d e

E S G a n d C o m m u n i c a t i o n s D i r e c t o r





Score 2025

76

Score 2026

69

AA

AAA

B

B

Negligible risk Negligible risk

(top 2% of (top 2% of

the sector) the sector)

C+

(top 10% of the sector)

B-

Best Worst

World and Europe

69

50 20



AAA AA A BBB BB B CCC



A B B/B- C/C- D/D-



Low risk Medium High

Negligible Risk



B- C+ C C- D+ D D-

General information

(Section 1)

(Section 2)

  • Wendel SE (as an investor)

  • IK Partners

  • Monroe Capital (NEW)

(Section 3)

Fully consolidated portfolio companies (full reporting)

Non-fully consolidated portfolio companies (partial reporting)





Governance and compensation

W i l l i a m D . T o r c h i a n a

C h a i r m a n o f t h e G o v e r n a n c e

a n d S u s t a i n a b i l i t y C o m m i t t e e





Priscilla de Moustier

Nicolas ver Hulst

William D. Torchiana Chair of the Governance and Sustainability Committee



Chairman

Gervais Pellissier Vice-President Lead Member

Franca Bertagnin Benetton



Chair of the Audit, Risks and Compliance Committee



Bénédicte Coste

Fabienne

Harper Mates

François de Mitry

Sophie Tomasi

Thomas de Villeneuve

Humbert de Wendel

Lecorvaisier

representing employees

representing employees

Submitted renewals

for 4 years

Franca Bertagnin Benetton (resolution 5) et William Torchiana (resolution 6)



independent member

Submited appointment



for 1 year

Alain Missoffe - resolution 7

Temporary status before his appointment as Supervisory Board member (which will be submitted to the 2027 AGM)

He has an MSc in management from Paris Dauphine University, is a graduate of Ecole Supérieure de Commerce de Paris (ESCP Europe) and has an MBA from INSEAD

Career path: Alain Missoffe held various positions with companies in the healthcare and insurance sectors, including Sanofi, Cegedim, then Klesia. Since 2022, he has served as Managing Director, Group Transversal Development at Diot-Siaci, the leading insurance and reinsurance advisory and brokerage group in France. Alain Missoffe, who is part of the Wendel family, will be Chairman and CEO of Wendel-Participations as of June 4, 2026

Role as observer:

  • attending meetings of the Supervisory Board and of the Audit, Risks and Compliance Committee

  • contributing to discussions and providing input and insight to the work of the Board

  • fostering productive collaboration with Wendel-Participations

  • 12 members, of which 2 representing employees

  • 1 Supervisory Board observer

  • 40 % independent members (excluding members representing employees)

  • 4 nationalities

    • 40 % of women (excluding members representing employees)

    • 50 % of womer (among all members)

61.9 years old average

7.6 average years of service

Audit, Risks and Compliance Committee

Governance and Sustainability Committee

Gervais Pellissier, Chairman

Fabienne Lecorvaisier François de Mitry William Torchiana Humbert de Wendel

William Torchiana, Chairman

Bénédicte Coste Fabienne Lecorvaisier Priscilla de Moustier Gervais Pellissier Sophie Tomasi Thomas de Villeneuve

60 % independent members*

50 % independent members*

*Excluding members representing employees

2 0 2 6