Edenred Sa · EURONEXT:EDEN
Edenred Sa — Shareholder Meeting (May 2023)
121 slides from Edenred Sa's shareholder meeting presentation, May 11, 2023
Slide 1: General Meeting May 11, 2023
GENERAL MEETING MAY 11, 2023 Comet Bourse 35, rue Saint-Marc 75002 Paris
Slide 2: The device set up for your general meeting
THE DEVICE SET UP FOR YOUR GENERAL MEETING OUR GENERAL MEETING IS BROADCAST LIVE IN YOUR DOCUMENTS ARE AVAILABLE ON FRENCH AND ENGLISH OUR WEBSITE EDENRED.COM The Universal Registration Document Link available on our Edenred.com website The Integrated Report 2
Slide 3: Sustained, transparent shareholder dialogue in 2022
SUSTAINED, TRANSPARENT SHAREHOLDER DIALOGUE IN 2022 MEETINGS WITH INSTITUTIONAL SPECIAL ATTENTION PAID TO INDIVIDUAL SHAREHOLDERS SHAREHOLDERS More than 990 investors met In addition to the General Meeting, more than 350 individual shareholders reached in 2022 in many cities in France Particip
Slide 4: Our shareholder base is strongly international
OUR SHAREHOLDER BASE IS STRONGLY INTERNATIONAL FREE FLOAT STANDS AT 99.8% INCLUDING 4.7% INSTITUTIONAL SHAREHOLDERS ARE MOSTLY OF INDIVIDUAL SHAREHOLDERS US- AND UK-BASED 4.7% 0.2% Institutional shareholders 16% United States United Kingdom 18% 48% Individual shareholders France Other Treasury share
Slide 5: Contents
CONTENTS 1. Edenred, the everyday platform for people at work 2. Edenred’s vision 3. Beyond22-25: the new strategic plan driving this vision forward 4. A strengthened sustainable development policy 5. Edenred teams across 45 countries, the key to success 6. 2022, another record year for Edenred 7. G
Slide 6: Edenred, the everyday platform for people at work
Edenred, the everyday platform for people at work in… 6
Slide 7: 2022 Edenred key figures
2022 EDENRED KEY FIGURES ~€38bn €2,031m €836m €881m Reported change vs. 2021 +26% +25% +25% +70% % OF WOMEN REDUCTION BALANCED NUTRITION EMPLOYEES AMONG EXECUTIVE IN GREENHOUSE AND FOOD WASTE POSITIONS GASES1 AWARENESS2 ~10,000 33% -51% 58% 1. Greenhouse gases/m² reduction, from scopes 1 & 2, consum
Slide 8: An intermediation and orchestration platform
AN INTERMEDIATION AND ORCHESTRATION PLATFORM… >52m €38bn Users Business volume >2m Merchants >950k Companies Everyday platform for people at work Eat Care Move Pay In 2022 8
Slide 9: Driving positive impacts on essential needs, for all stakeholders
…DRIVING POSITIVE IMPACTS ON ESSENTIAL NEEDS, FOR ALL STAKEHOLDERS For employees For corporate clients ▪ Purchasing power and well-being ▪ Employee engagement and payroll efficiency ▪ Simplified mobility experience ▪ Fleet total cost of ownership ▪ Smoother corporate expense efficiency ENRICH CONNEC
Slide 10: A portfolio of 250+ programs
A PORTFOLIO OF 250+ PROGRAMS 59%1 28%1 13%1 Employee Benefits Fleet & Mobility Complementary Solutions Meal and food Gifts, Culture Fleet Virtual Accounts VCN2 API Incentive & Fuel / Ethanol EV charging maintenance Payable & portal Payroll Rewards Wellbeing Remote working Mobility Toll Freight payme
Slide 11: A global platform, operating in 45 countries
A GLOBAL PLATFORM, OPERATING IN 45 COUNTRIES 2022 operating revenue contribution Latin America Europe 31% 61% Rest of the World 8% 11
Slide 12: Contents
CONTENTS 1. Edenred, the everyday platform for people at work 2. Edenred’s vision 3. Beyond22-25: the new strategic plan driving this vision forward 4. A strengthened sustainable development policy 5. Edenred teams across 45 countries, the key to success 6. 2022, another record year for Edenred 7. G
Slide 13: Edenred's vision
Edenred's vision New market Edenred platform paradigm advantage
Slide 14: A deep working world transformation
A DEEP WORKING WORLD TRANSFORMATION Surging demand for differentiated and customized employee benefits solutions % of HR managers planning to introduce a differentiated and personalized employee benefits strategy 72% 22% 2021 2023 increase in cross-selling rate1 in Employee +4 pts Benefits in 2022 S
Slide 15: A new era of mobility
A NEW ERA OF MOBILITY Soaring fleet manager demand for solutions to manage energy mix & automation Pain-point intensity for fleet managers [1-low; 5-high] Energy mix 2.8 & carbon emissions 4.2 Automation 3.1 (software & telematics) 3.4 2.5 Ownership strategy 2019 3.1 2021 in # of vehicles managed wi
Slide 16: New payment experiences
NEW PAYMENT EXPERIENCES A $25tn US B2B Payment market... …but still inefficient GRADUALLY SHIFTING TO DIGITAL of businesses pay other firms 81% via paper checks Cost to issue and deposit ~$9tn CHECKS $26bn checks for US businesses Annual losses from check $18bn fraud in the US ~$15tn ACH1 likely to
Slide 17: Edenred's vision: a unique platform
Edenred’s vision A unique platform
Slide 18: A platform combining local relevance & global scale
A PLATFORM COMBINING LOCAL RELEVANCE & GLOBAL SCALE… Digital experiences Local Relevance Business applications Accelerated Time-to-Market Digital services Global Scale Infrastructure 18
Slide 19: Creating a competitive advantage for Edenred
…CREATING A COMPETITIVE ADVANTAGE FOR EDENRED… Edenred platform advantage = New Beyond services More revenue ▪ Acquisition New client segments ▪ Engagement (e.g., B2B2C) ▪ Monetization Decreased cost to serve 19
Slide 20: Increasing barriers to entry
…AND INCREASING BARRIERS TO ENTRY Dealing Investing Managing Managing with: in innovation: a multi-solution c. €38bn of 950k+ corporate €1.9bn invested and multi-local business volume clients, 52m+ users since 2016 in portfolio: on behalf of and 2m+ partner technologies; 250+ programs employees, mer
Slide 21: Contents
CONTENTS 1. Edenred, the everyday platform for people at work 2. Edenred’s vision 3. Beyond22-25: the new strategic plan driving this vision forward 4. A strengthened sustainable development policy 5. Edenred teams across 45 countries, the key to success 6. 2022, another record year for Edenred 7. G
Slide 22: Beyond22-25 strategic plan
To materialize this vision and leverage its platform, Edenred has a strategic plan: 22-25 22
Slide 23: A target of €5bn in total revenue by 2030
BEYOND22-25 A TARGET OF €5BN IN TOTAL REVENUE BY 2030 Edenred total revenue (€bn) 5 M&A opportunity 2.0 1.1 Like-for-like growth on current 1.0 scope 2010 2015 2022 2030E1 1. At current exchange rates 23
Slide 24: Leading to bigger ambitions for Edenred
BEYOND22-25 LEADING TO BIGGER AMBITIONS FOR EDENRED Global Performance Ambition MEDIUM-TERM ANNUAL TARGETS (2022-2025) vs. >+10% in L/L EBITDA growth >+12% Next Frontier19-22 Annual FCF1 / EBITDA vs. >65% in conversion rate2 >70% Next Frontier19-22 SBTi3 Net Zero Carbon by 2050 Scopes 1, 2, 3A (1.5°
Slide 25: Strengthening a longstanding ESG commitment
BEYOND22-25 STRENGTHENING A LONGSTANDING ESG COMMITMENT EMPLOYER NET ZERO CARBON TRUSTWORTHY OF CHOICE BY 2050 TECH FOR GOOD 40% OF WOMEN AMONG EXECUTIVE SBTi1 TARGETS IN LINE WITH 1.5°C SUSTAINABLE FOOD & MOBILITY POSITIONS BY 2030 SCENARIO BY 2030 PROMOTION Responsible commitments at company level
Slide 26: Operating on vastly underpenetrated markets
BEYOND22-25 OPERATING ON VASTLY UNDERPENETRATED MARKETS Employee Benefits Fleet & Mobility Corporate Payment Addressable market, business volume Addressable market, business volume Addressable market, business volume c. 35% c. 10% c. 30% €300bn €1,700bn ~€10,000bn c. 70% c. 65% c. 90% Market penetra
Slide 27: A strategy based on three major levers
BEYOND22-25 A STRATEGY BASED ON THREE MAJOR LEVERS … #3. Expand in New Businesses Seize new business opportunities Enriched business model 10% #2. Extend Beyond Accelerate Beyond Food, Fuel and Payment #1. Scale the 30% Core Grow further in underpenetrated core markets 60% Increased Total Addressabl
Slide 28: Cascading across business lines
BEYOND22-25 …CASCADING ACROSS BUSINESS LINES… Employee Benefits Fleet & Mobility Complementary Solutions Expand in New Businesses, e.g., Expand in New Businesses Expand in New Businesses Expand Rewards and recognition US employee benefits & engagement Benefits platform, e.g., Fleet management Extend
Slide 29: An approach already successfully implemented
BEYOND22-25 AN APPROACH ALREADY SUCCESSFULLY IMPLEMENTED Percentage of 2022 Group operating revenue Employee Benefits Fleet & Mobility Beyond ~26% Food ~30% Beyond Fuel Meal and ~74% food ~70% Energy 2022 2022 29
Slide 30: Focus on face-value increases in employee benefits
BEYOND22-25 – Scale the Core FOCUS ON FACE-VALUE INCREASES IN EMPLOYEE BENEFITS Actively harnessing the potential for face-value increases Usage of face-value increase is progressive Historical Average 2-year time horizon for face-value usage to 43% observation reach 85% of the new maximum legal fac
Slide 31: Example of GoHub, data-driven fleet management platform
BEYOND22-25 – Extend Beyond EXAMPLE OF GOHUB, A DATA-DRIVEN PLATFORM FOR THE MANAGEMENT OF PROFESSIONAL FLEETS A single platform to manage all fleet activities and processes Native integration with Fuel/Ethanol Maintenance Toll ~41,000 F&M solutions’ data Vehicles managed via GoHub, 9 months after i
Slide 32: Accelerating Beyond strategies through targeted acquisitions in 2022
BEYOND22-25 – Extend Beyond ACCELERATING BEYOND FOOD, FUEL AND PAYMENT STRATEGIES THROUGH TARGETED ACQUISITIONS IN 2022 Beyond Food Beyond Fuel Beyond Payment Expand the range of Accelerate in toll Expand Edenred CSI's employee benefits by payment solutions with the offering with the investing in Be
Slide 33: Extending successful models to new geographies
BEYOND22-25 – Expand in New Businesses EXTENDING SUCCESSFUL MODELS TO NEW GEOGRAPHIES Expansion in Taiwan and the rest of Asia Launch of a gift card solution in Taiwan Disruption of the €1 billion gift card market in Taiwan Innovative and fully digital solution Benefit XPress Ambition to expand
Slide 34: Capitalizing on key assets
BEYOND22-25 CAPITALIZING ON KEY ASSETS +90% Brand equity ~10,000 52m+ €1.9bn A- of a market leader EBITDA growth highly engaged users invested since 2016 S&P Global Ratings over 2016-2022E people grade¹ 2m+ 0.4x +25% +125 merchants +70% €385m Net dept/EBITDA increase in total years of cumulative rat
Slide 35: Examples of data utilization: partner to merchants
BEYOND22-25 EXAMPLES OF DATA UTILIZATION – EDENRED, A PARTNER TO MERCHANTS THANKS TO DATA-DRIVEN SOLUTIONS Illustration: France Sushi Shop Customized tracking solutions 12 countries Table for monitoring sales, average basket, customer acquisition 180+ points of sale Monitoring point-of-sale
Slide 36: Examples of data utilization: Ted, virtual assistant for fleet managers
BEYOND22-25 EXAMPLES OF DATA UTILIZATION – TED, THE VIRTUAL ASSISTANT FOR FLEET MANAGERS Ted, the intelligent virtual assistant for fleet managers in Brazil Energy savings (e.g., consumption, gas station recommendations) Fleet control (e.g., expired driver’s license, unusual spending) Move for
Slide 37: Contents
CONTENTS 1. Edenred, the everyday platform for people at work 2. Edenred’s vision 3. Beyond22-25: the new strategic plan driving this vision forward 4. A strengthened sustainable development policy 5. Edenred teams across 45 countries, the key to success 6. 2022, another record year for Edenred 7. G
Slide 38: Edenred is accelerating on ESG
BEYOND22-25 On the strength of its success Edenred is accelerating on ESG 38
Slide 39: ESG embedded in Edenred's DNA for more than 10 years
ESG HAS BEEN EMBEDDED IN EDENRED’S DNA FOR MORE THAN 10 YEARS ENRICH CONNECTIONS. FOR GOOD. Edenred solutions Improve quality of life positively impacting user behaviors Preserve the environment Create value responsibly Responsible commitments at company level and through the solutions we offer 39
Slide 40: 2022 rounded out a successful ESG cycle
2022 ROUNDED OUT A SUCCESSFUL ESG CYCLE… 12 out of the 17 UN4 sustainable develop- ment goals covered Key indicators 2017 2022 DIVERSITY1 % women among executive positions 21% 33% % employees who received at least 1 training session/year, TRAINING with 100% of employees to have received CSR training
Slide 41: Inclusion in the CAC 40 ESG index
…REWARDED WITH INCLUSION IN THE CAC 40 ESG… joined the CAC 40 ESG index in September 2022 41
Slide 42: Recognition from major organizations
….AND RECOGNITION FROM MAJOR ORGANIZATIONS Edenred recognized by ESG rating agencies Edenred rewarded with local awards 72/100 +2 pts vs. 2021 2023 Member of the Sustainability Yearbook Prize in the ESG category Top 3 CSR category B vs. C in 2021 Climate A vs. B- in 2021 Among the leaders in the AA
Slide 43: ESG commitments for the 2023-2030 cycle
IN 2022, EDENRED SET OUT ITS ESG COMMITMENTS FOR THE UPCOMING 2023-2030 CYCLE EMPLOYER NET ZERO CARBON TRUSTWORTHY OF CHOICE BY 2050 TECH FOR GOOD Responsible commitments at company level and through the solutions we offer 43
Slide 44: A strong commitment to the climate
A strong commitment to the climate 44
Slide 45: Committed to achieving net zero carbon by 2050
COMMITTED TO ACHIEVING NET ZERO CARBON BY 2050 2022-2024 2030 2050 SBTi1 TARGETS In line with 1.5°C scenario NET ZERO CARBON -15% on full scope (scopes 1, 2 & In addition to reducing its 3A) at current methodologies and carbon emissions, Edenred scope vs. baseline • Supports the transition of its Su
Slide 46: Further embodying longstanding ESG commitments
FURTHER EMBODYING EDENRED’S LONGSTANDING ESG COMMITMENTS Becoming a TCFD1 supporter Formally expressing Edenred’s support for the TCFD reporting framework, and its recommended disclosures Strengthening Group information on climate-related financial risks and opportunities Complementary to Eden
Slide 47: Strengthening the positive impact on employees
STRENGTHENING THE POSITIVE IMPACT ON EMPLOYEES Executive positions held by People trained Days of women across 45 countries volunteering 2022 33% 86% 2,347 2030 targets 40% 95% 5,000+ 47
Slide 48: A trustworthy & engaged tech for good
A TRUSTWORTHY & ENGAGED TECH FOR GOOD Our engagement with our B2B clients Our fundamentals Client satisfaction Client satisfaction Promote sustainable food & mobility thanks to our solutions & network A quality management system (ISO 9001 or external equivalent) % of food users & merchants made awar
Slide 49: Move for Good
A look back over a flagship program for 2022 Move for Good 49
Slide 50: A program for the planet around four pillars
A PROGRAM FOR THE PLANET AROUND FOUR PILLARS… 1 Raise Awareness Foster a culture that promotes greener transportation and mobility 2 Reduce & Avoid Support Edenred customers transitioning to sustainable mobility 3 Offset Offset the remaining greenhouse gas (GHG) emissions of Edenred customers 4 Pres
Slide 51: Capitalizing on Edenred's strengths
…CAPITALIZING ON EDENRED'S STRENGTHS Solutions based on data and embedded artificial intelligence MaaS (Mobility as a Service) GoHub gives fleet managers a solutions developed to plan 360° view of GHG1 emissions routes that minimize GHG1 emissions Edenred supports its clients in their energy transit
Slide 52: Contents
CONTENTS 1. Edenred, the everyday platform for people at work 2. Edenred’s vision 3. Beyond22-25: the new strategic plan driving this vision forward 4. A strengthened sustainable development policy 5. Edenred teams across 45 countries, the key to success 6. 2022, another record year for Edenred 7. G
Slide 53: 10,000 employees from diverse backgrounds
10,000 EMPLOYEES FROM DIVERSE BACKGROUNDS 37: average age 51% women 76 nationalities 53
Slide 54: A corporate culture based on 5 values
A CORPORATE CULTURE BASED ON 5 VALUES, REFLECTING EDENRED’S PURPOSE Values Purpose Passion for customers Respect ENRICH CONNECTIONS. Imagination FOR GOOD. Simplicity Entrepreneurial spirit 54
Slide 55: Diversity and inclusion, drivers of well-being
DIVERSITY AND INCLUSION, DRIVERS OF WELL-BEING AT EDENRED DISABILITY INCLUSION LGBTQIA+1 INCLUSION Establishment of an internal training school at Getting the “Great Place to Work LGBT” Edenred Brazil, promoting inclusion and skills Equity Label in Mexico for the fourth development for people with d
Slide 56: Focus on gender diversity: examples of initiatives
FOCUS ON GENDER DIVERSITY: EXAMPLES OF INITIATIVES At least one candidate Internal mentoring Two dedicated bodies to 2017: 21% from the program manage the topic of underrepresented Diversity and Inclusion gender must be on the 2022: 33% shortlist of candidates Reinforcement of our talent management
Slide 57: Contents
CONTENTS 1. Edenred, the everyday platform for people at work 2. Edenred’s vision 3. Beyond22-25: the new strategic plan driving this vision forward 4. A strengthened sustainable development policy 5. Edenred teams across 45 countries, the key to success 6. 2022, another record year for Edenred 7. G
Slide 58: 2022: another record year
2022: ANOTHER RECORD YEAR €2,031m €836m €881m €386m +24.8% +24.9% +70.1% +23.3% Reported change vs. 2021 Reported change vs. 2021 Reported change vs. 2021 Reported change vs. 2021 58
Slide 59: A strong commercial dynamic
A strong commercial dynamic which translates into double-digit organic growth across the board 59
Slide 60: Record operating revenue growth in 2022
RECORD OPERATING REVENUE GROWTH IN 2022 +19.2% L/L growth in FY 2022 operating revenue +22.3% Operating revenue at €1,944m in 2022 +19.1% Marked acceleration in Q4 driven by +17.3% sound execution of end-of-year campaigns and continued success of Beyond strategy H1 22 Q3 22 Q4 22 Like-for-like o
Slide 61: Robust double-digit growth in all business lines
ROBUST DOUBLE-DIGIT GROWTH IN ALL BUSINESS LINES… Employee Benefits Fleet & Mobility Complementary Solutions ▪ Corporate Payment Services % of 2022 Group operating revenue 59% 28% 13% ▪ Incentive & Rewards ▪ Public Social Programs €1,152m €539m €253m 2022 reported operating revenue growth vs. 2021 +
Slide 62: And in all geographies
… AND IN ALL GEOGRAPHIES Europe +17.7% reported 61% +17.7% like-for-like vs. 2021 Latin America +33.6% reported 31% +18.7% like-for-like vs. 2021 Rest of the world +25.2% reported 8% +32.7% like-for-like vs. 2021 62
Slide 63: Top-line growth drove further increase in profitability
Top-line growth drove further increase in profitability 63
Slide 64: Record-high EBITDA, in the upper end of the guidance
RECORD-HIGH EBITDA, IN THE UPPER END OF THE GUIDANCE EBITDA +23.3% L/L vs. 2021 EBITDA in €m EBITDA at €836m, in the upper end of the €836m €810m to €840m target range1 €670m Increase of 24.9% as reported Margin up 69 bps L/L and acceleration in 41.2% technology investments EBITDA 41.1% margin
Slide 65: Significant increase in net profit, Group share
SIGNIFICANT INCREASE IN NET PROFIT, GROUP SHARE Reported In € millions 2022 2021 change EBITDA 836 670 +24.9% Net profit, Group share 386 313 +23.3% EPS, Group share (in €) 1.55 1.26 +23.0% 65
Slide 66: Record cash generation
Record cash generation 66
Slide 67: Record free cash flow leading to unleveraged profile
RECORD FREE CASH FLOW LEADING TO UNLEVERAGED PROFILE Free cash flow up +70.1% Net debt down €509m vs. 2021 vs. 2021 €881m 1 000 900 €816m €170m 800 700 €518m 600 500 €711m 400 €307m 300 200 100 - 2021 2022 Dec. 31, 2021 Dec. 31, 2022 1 Leverage ratio EBITDA to FCF conversion 77% 85% Net debt x1.2 x0
Slide 68: Capital allocation
CAPITAL ALLOCATION Proposed 2022 dividend1 Balanced capital deployment 1 Consistent capex policy to further drive innovation €1.00 and sales +11% vs. 2021 ▪ Capex = 7-8% of Total Revenue 2 Acquisitive in all 3 business lines in line with the Group’s progressive ▪ €2bn+ in M&A fire power given curren
Slide 69: Value sharing in 2022
VALUE SHARING IN 2022 Shareholders Employees (wages and social costs) and lenders €560m in 2022 €237m in 2022 +€85m vs. 2021 +€43m vs. 2021 19% Average wage increases at Edenred in 2022 Dividends, cost of net debt +6% +8% +11% €1.3bn 45% Civil society 19% +22% vs. 2021 Development (States, local aut
Slide 70: Q1 2023 revenue
Q1 2023 revenue 70
Slide 71: Starting 2023 with strong growth across the board
STARTING 2023 WITH STRONG GROWTH ACROSS THE BOARD +26.8% reported change Total revenue growth Excellent start to the year, as Edenred fully €557m benefits from the platform advantage, driving operating revenue up +20.4% like-for-like €439m Strong commercial momentum on both core offers and Beyon
Slide 72: Edenred is ideally positioned to capture growth opportunities
EDENRED IS IDEALLY POSITIONED TO CAPTURE GROWTH OPPORTUNITIES Edenred is leveraging its unique digital platform to deliver sustainable and 1 profitable growth In a context strengthening the attractiveness of its solutions, Edenred is further 2 penetrating its core markets Extending its portfolio of
Slide 73: Continued profitable and sustainable growth in 2023 and beyond
CONTINUED PROFITABLE AND SUSTAINABLE GROWTH IN 2023 AND BEYOND >+12% Beyond22-25 targets Like-for-like growth confirmed for 2023 >70% EBITDA to FCF conversion rate1 73 1. At constant regulations and methodologies
Slide 74: Edenred share price since October 1, 2015
EDENRED SHARE PRICE SINCE OCTOBER 1, 2015 Edenred share x4 since October 2015 70 €58.882 +289% Edenred 60 50 Delta: ~+225pts 40 30 +67% CAC 40 +62% SBF 120 20 €15.151 10 0 1. Edenred stock price on October 1, 2015 74 2. Edenred stock price on May 9, 2023
Slide 75: Share price change since January 1, 2022
SHARE PRICE CHANGE SINCE JANUARY 1, 2022 65 €58.882 +45% Edenred 55 Delta: ~+40pts 45 +4% CAC 40 €40.571 +2% SBF 120 35 25 1. Edenred stock price on December 31, 2021 75 2. Edenred stock price on May 9, 2023
Slide 76: Contents
CONTENTS 1. Edenred, the everyday platform for people at work 2. Edenred’s vision 3. Beyond22-25: the new strategic plan driving this vision forward 4. A strengthened sustainable development policy 5. Edenred teams across 45 countries, the key to success 6. 2022, another record year for Edenred 7. G
Slide 77: Board of Directors
Board of Directors Bertrand Dumazy Chairman and Chief Executive Officer 77
Slide 78: Corporate governance principles in compliance with AFEP-MEDEF code
CORPORATE GOVERNANCE PRINCIPLES IN COMPLIANCE WITH THE AFEP-MEDEF CODE Current Board practices Governance structure Board of Directors (12 members) 3 committees to prepare the Board of Directors’ decisions: 80%1 independent directors • Audit and Risks Committee 50%1 women • Compensation, App
Slide 79: Composition of the Board of Directors
COMPOSITION OF THE BOARD OF DIRECTORS 80% OF MEMBERS ARE QUALIFIED AS INDEPENDENT DIRECTORS* Dominique Bertrand Sylvia Dumazy D'Hinnin* Coutinho* Lead Independent Director and Chairman and Chief Executive Country Head of UBS Group Brazil Vice-Chairman of the Board of Directors Officer of Edenred Maë
Slide 80: Director skills matrix
DIRECTOR SKILLS MATRIX (EXCLUDING THE CHAIRMAN & CEO) A COMBINATION COVERING ALL THE GROUP'S BUSINESS ACTIVITIES 80
Slide 81: Selection process for directors
SELECTION PROCESS FOR DIRECTORS 81
Slide 82: Appointment of employee-representative directors
APPOINTMENT OF EMPLOYEE-REPRESENTATIVE DIRECTORS The Board of Directors includes two employee-representative directors (Article L.225-27-1 of the French Commercial Code) Employee-representative directors are appointed by Edenred's Social and Economic Council This method of appointment ensures
Slide 83: Gender balance and diversity
GENDER BALANCE AND DIVERSITY On the Board of Directors Within management bodies The Board of Directors comprises five Within the Group, there are women and five men – i.e., 50% women1 51% women and 49% men Within the management bodies, the proportion of women was 33% in 2022, versus 21% in 201
Slide 84: Matters addressed by the Board in 2022
MATTERS ADDRESSED BY THE BOARD IN 2022 Specific matters Recurring matters addressed in 2022 Approval of the publication of the 2022 full-year New Beyond22-25 strategic plan and and interim financial statements, 2023 budget Capital Markets Day Group's strategic goals 2050 net zero carbon targ
Slide 85: Communication between the Board and the Executive Committee
COMMUNICATION BETWEEN THE BOARD OF DIRECTORS AND THE EXECUTIVE COMMITTEE Extensive, ongoing dialogue... ...integrated into the Group's processes Extensive, ongoing dialogue between the An onboarding process for directors set members of the Group’s Executive up with the members of the Executive C
Slide 86: Information on executive succession planning
INFORMATION ON EXECUTIVE SUCCESSION PLANNING A far-reaching, regular process... ...to address any eventuality Succession plans reviewed annually by Specific review of the Chairman and the Compensation, Appointments and CEO's succession plan by the CSR Committee and the Board of Compensation, App
Slide 87: Assessment of the Board's practices and procedures
ASSESSMENT OF THE BOARD’S PRACTICES AND PROCEDURES Methodology Main findings A self-assessment once a year and a Very satisfactory scores that highlight in formal assessment assisted by an particular: external consulting firm every 3 years • practices deemed to be effective and to reflect the Bo
Slide 88: The 3 committees of the Board of Directors
THE 3 COMMITTEES OF THE BOARD OF DIRECTORS Compensation, Audit and Risks Appointments and CSR Commitments Committee Committee Committee Bernardo Sanchez Dominique Jean-Romain Incera D'Hinnin Lhomme Chairman Chairman Chairman Sylvia Maëlle Jean-Bernard Philippe Françoise Dominique Monica Graziella An
Slide 89: Audit and Risks Committee
Audit and Risks Committee Bernardo Sanchez Incera Chairman of the Audit and Risks Committee 89
Slide 90: Audit and Risks Committee independence and meetings
Bernardo Dominique Monica Graziella Sanchez Incera D'Hinnin Mondardini Gavezotti1 PROPORTION OF NUMBER OF MEETINGS ATTENDANCE RATE INDEPENDENT DIRECTORS IN 2022 IN 2022 100%2 4 94% 1. Employee-representative director 2. The employee-representative director is not taken into account for this calculat
Slide 91: Duties and work of the committee in 2022
DUTIES AND WORK OF THE COMMITTEE IN 2022 AN EFFECTIVE RISK MANAGEMENT SYSTEM REVIEWED ANNUALLY Main duties Main work in 2022 Ensuring that the accounting policies are Review of the full-year parent company financial appropriate and applied consistently statements, the consolidated full-year and
Slide 92: Ethics, compliance and internal control system
PRESENTATION OF THE ETHICS, COMPLIANCE AND INTERNAL CONTROL SYSTEM Particular attention Identifying and Monitored risks Training for all paid to CSR risks combating fraud in the and associated employees on key and their inclusion in context of increasing action plans compliance issues the risk map d
Slide 93: Compensation, Appointments and CSR Committee
Compensation, Appointments and CSR Committee Dominique D'Hinnin Lead Independent Director and Vice-Chairman of the Board of Directors Chairman of the Compensation, Appointments and CSR Committee 93
Slide 94: Committee independence and meetings
Dominique Sylvia Angeles D'Hinnin Coutinho Garcia-Poveda PROPORTION OF NUMBER OF MEETINGS ATTENDANCE RATE INDEPENDENT DIRECTORS IN 2022 IN 2022 100% 4 100% 94
Slide 95: Duties and work of the committee in 2022
DUTIES AND WORK OF THE COMMITTEE IN 2022 Main duties Main work in 2022 Preparing the Board's decisions regarding Review of the composition of the Board: changes in the composition of the Company's independence, gender balance, composition of management bodies the committees and members’ required
Slide 96: Compensation policy for the Chairman and CEO (1/2)
COMPENSATION POLICY FOR THE CHAIRMAN AND CEO (1/2) EX ANTE VOTE (4TH RESOLUTION – PAGES 308-315 OF THE 2022 URD) Continuity Compliance Comparability Performance A compensation Compensation Compensation assessed 79% of target total structure based in line with: against a peer group of compensation li
Slide 97: Compensation policy for the Chairman and CEO (2/2)
COMPENSATION POLICY FOR THE CHAIRMAN AND CEO (2/2) EX ANTE VOTE (4TH RESOLUTION – PAGES 308-315 OF THE 2022 URD) Gross annual fixed compensation €1,030,000 Gross annual variable compensation 120% of fixed compensation as the target (maximum of 180% in the event of outperformance) Long-term 79% linke
Slide 98: Bertrand Dumazy's compensation for 2022
BERTRAND DUMAZY’S COMPENSATION FOR 2022 EX POST VOTE (8TH RESOLUTION – PAGES 324-327 OF THE 2022 URD) Gross annual fixed compensation €980,000 Gross annual variable compensation €1,764,000 Long-term Compensation in line with compensation the compensation policy approved by the General Meeting in 202
Slide 99: Aligning CEO compensation with employees and performance
ALIGNING THE CHAIRMAN AND CEO’S COMPENSATION WITH EMPLOYEE COMPENSATION AND EDENRED’S PERFORMANCE 2018 2022 Change Ratio of Chairman and Chief Scope: Edenred SE Executive Officer’s compensation to 29 31 mean employee compensation Ratio of Chairman and Chief Scope: Edenred in France Executive Officer
Slide 100: Compensation of directors
COMPENSATION OF DIRECTORS EX POST AND EX ANTE VOTES Compensation policy unchanged versus 2022 2022 compensation Ex ante vote Ex post vote (5th resolution – pages 308-310 of the 2022 URD) (7th resolution – pages 316-317 of the 2022 URD) Principles compliant with the recommendations of the Compensatio
Slide 101: Contents
CONTENTS 1. Edenred, the everyday platform for people at work 2. Edenred’s vision 3. Beyond22-25: the new strategic plan driving this vision forward 4. A strengthened sustainable development policy 5. Edenred teams across 45 countries, the key to success 6. 2022, another record year for Edenred 7. G
Slide 102: Auditors' reports
Auditors’ reports Year-ended December 31, 2022 Pierre Jouanne Annual Shareholders’ Meeting – May 11, 2023
Slide 103: Opinion on 2022 statutory and consolidated financial statements
Auditors’ reports Opinion on the 2022 Statutory and Consolidated financial statements Resolutions 1 & 2 • In our opinion, the consolidated financial statements give a true and fair view of the results of operations of its financial position and of its assets and liabilities as of December 31, 2022 •
Slide 104: Other reports & certificates
Auditors’ reports Other reports & certificates Resolutions 9 and 11 • Special Auditors’ report on the related-party agreements – Resolution 9 - We have not been notified of any agreements authorized during the year ended December 31, 2022 to be submitted to the Annual General Meeting or any agreemen
Slide 105: Contents
CONTENTS 1. Edenred, the everyday platform for people at work 2. Edenred’s vision 3. Beyond22-25: the new strategic plan driving this vision forward 4. A strengthened sustainable development policy 5. Edenred teams across 45 countries, the key to success 6. 2022, another record year for Edenred 7. G
Slide 106: Questions & Answers
QUESTIONS & ANSWERS
Slide 107: Contents
CONTENTS 1. Edenred, the everyday platform for people at work 2. Edenred’s vision 3. Beyond22-25: the new strategic plan driving this vision forward 4. A strengthened sustainable development policy 5. Edenred teams across 45 countries, the key to success 6. 2022, another record year for Edenred 7. G
Slide 108: Presentation of and voting on the proposed resolutions
Presentation of and voting on the proposed resolutions Philippe Relland-Bernard Secretary of the meeting Executive Vice President, Legal and Regulatory Affairs 108
Slide 109: 1st resolution: approval of financial statements
1ST RESOLUTION APPROVAL OF THE COMPANY'S FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2022 1 Dont V.P.C. Pour 211 528 628 Contre 1 198 296 Abstention 1 020 527 For Against Abst. 211 610 061 1 198 327 1 020 529 99,44 % 0,56 % Adopted 109
Slide 110: 2nd resolution: approval of consolidated financial statements
2ND RESOLUTION APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2022 2 Dont V.P.C. Pour 212 464 960 Contre 1 078 182 Abstention 204 309 For Against Abst. 212 546 565 1 078 323 206 064 99,50 % 0,50 % Adopted 110
Slide 111: 3rd resolution: appropriation of profit and dividend
3RD RESOLUTION APPROPRIATION OF PROFIT FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2022 AND SETTING OF THE DIVIDEND 3 Dont V.P.C. Pour 213 436 425 Contre 309 713 Abstention 1 313 For Against Abst. 213 514 020 311 960 4 857 99,85 % 0,15 % Adopted 111
Slide 112: 4th resolution: compensation policy for Chairman and CEO
4TH RESOLUTION APPROVAL OF THE COMPENSATION POLICY FOR THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER 4 Dont V.P.C. Pour 169 816 286 Contre 43 666 718 Abstention 15 998 For Against Abst. 169 895 011 43 671 025 16 607 79,55 % 20,45 % Adopted 112
Slide 113: 5th resolution: compensation policy for directors
5TH RESOLUTION APPROVAL OF THE COMPENSATION POLICY FOR THE MEMBERS OF THE BOARD OF DIRECTORS (EXCLUDING THE CHAIRMAN AND CEO) 5 Dont V.P.C. Pour 213 290 593 Contre 165 806 Abstention 14 144 For Against Abst. 213 301 518 170 716 33 225 99,92 % 0,08 % Adopted 113
Slide 114: 6th resolution: annual aggregate fixed amount for directors
6TH RESOLUTION APPROVAL OF THE ANNUAL AGGREGATE FIXED AMOUNT ALLOCATED TO DIRECTORS AS COMPENSATION FOR THEIR DUTIES 6 Dont V.P.C. Pour 213 123 720 Contre 331 078 Abstention 15 745 For Against Abst. 213 135 728 334 273 33 881 99,84 % 0,16 % Adopted 114
Slide 115: 7th resolution: report on 2022 officers' compensation
7TH RESOLUTION APPROVAL OF THE REPORT ON CORPORATE OFFICERS' 2022 COMPENSATION (GLOBAL EX POST) 7 Dont V.P.C. Pour 197 487 995 Contre 15 968 518 Abstention 14 030 For Against Abst. 197 514 620 15 971 124 18 299 92,52 % 7,48 % Adopted 115
Slide 116: 8th resolution: Bertrand Dumazy 2022 compensation
8TH RESOLUTION APPROVAL OF THE 2022 COMPENSATION COMPONENTS FOR BERTRAND DUMAZY (SPECIFIC EX POST) 8 Dont V.P.C. Pour 181 420 635 Contre 32 062 204 Abstention 16 163 For Against Abst. 181 494 632 32 064 926 22 073 84,99 % 15,01 % Adopted 116
Slide 117: 9th resolution: related-party agreements report
9TH RESOLUTION APPROVAL OF THE STATUTORY AUDITORS’ SPECIAL REPORT ON RELATED-PARTY AGREEMENTS 9 Dont V.P.C. Pour 213 706 804 Contre 38 991 Abstention 1 656 Pour Contre Abst. 213 787 991 39 142 3 261 99,98 % 0,02 % Adoptée 117
Slide 118: 10th resolution: authorization to trade in company shares
10TH RESOLUTION AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS TO TRADE IN THE COMPANY'S SHARES 10 Dont V.P.C. Pour 212 587 750 Contre 1 121 284 Abstention 38 417 For Against Abst. 212 668 065 1 123 742 38 569 99,47 % 0,53 % Adopted 118
Slide 119: 11th resolution: free allocation of performance shares
11TH RESOLUTION AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS TO PROCEED WITH THE FREE ALLOCATION OF PERFORMANCE SHARES, WITHOUT 11 PRE-EMPTIVE SUBSCRIPTION RIGHTS Dont V.P.C. Pour 191 675 845 Contre 17 516 251 Abstention 4 555 355 For Against Abst. 191 732 261 17 527 719 4 570 306 91,62 % 8,38 %
Slide 120: 12th resolution: powers to carry out formalities
12TH RESOLUTION 12 POWERS TO CARRY OUT FORMALITIES Dont V.P.C. Pour 213 740 902 Contre 5 785 Abstention 764 For Against Abst. 213 820 728 5 926 764 >99,99 % <0,01 % Adopted 120
Slide 121: Enrich connections. For good.
Enrich connections. FOr QOOd