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
22025 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
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 WIM2025 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% |
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.
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:
the impact from the BVI forward sale,
the capital gain on the block sale of the underlying shares of the exchangeable bond into Bureau Veritas shares (€980m) and
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% |
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.
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 NAV0.7x 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.
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%.
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
Including €1.2bn of assets raised in Q1 2026
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
+
+
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
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-
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