Wex Inc. · NYSE:WEX

Wex — Proxy Contest (April 2026)

24 slides from Wex's proxy contest presentation, Apr 28, 2026

  1. Slide 1: Fireside Chat April 27, 2026

    Fireside Chat April 27, 2026

  2. Slide 2: Today's Speakers

    Page 2 Melissa Smith Chair, CEO, and President David Foss Vice Chair and Lead Independent Director Designee Today’s Speakers

  3. Slide 3: >

    Investor Presentation >

  4. Slide 4: Important Information: Forward-Looking Statements and Risk Factors

    Important Information Forward - Looking Statements and Risk Factors This communication contains forward - looking statements including, but not limited to, statements regarding plans, goals, expectations and objectives. Any statements in this communication that are not statements of historical facts

  5. Slide 5: Overview of WEX Inc.

    Overview of WEX Inc. (NYSE: WEX) Page 8 WEX is a global financial technology company guided by a clear purpose: to simplify the business of running a business • We create solutions that enable our customers to make, monitor and manage payments, helping them save time and money and make better decisi

  6. Slide 6: We Compete with a Broad Range of Companies in Each of Our Segments

    We Compete with a Broad Range of Companies in Each of Our Segments Page 9 Primary public company competitor Other competitors Our most direct peers in our Mobility and Benefits segments are Corpay and HealthEquity, respectively, but there is no single direct peer for our Corporate Payments segment,

  7. Slide 7: Our Strategy Has Driven Long-Term Growth

    Our Strategy Has Driven Long - Term Growth Page 11 Adjusted Net Income per Diluted Share 1 Source: Company filings. 1 See appendix for a reconciliation of GAAP net income per diluted share to non - GAAP adjusted net income per diluted share. 17% CAGR Total Revenue ($B) 11% CAGR

  8. Slide 8: We Have Delivered Solid Growth Across Each of Our Segments

    We Have Delivered Solid Growth Across Each of Our Segments Page 12 Source: WEX, Corpay and HealthEquity filings. 1 Refers to “Payment Processing Transactions” for WEX and “Fuel Transactions” from 2019 to 2021 and “Fleet Transactions” from 2022 to 2025 for Corpay. 2 Data based on the fiscal years end

  9. Slide 9: Despite Headwinds, We Exceeded Impactive's Own Upside 2025 EBITDA Projections

    Despite These Headwinds, We Exceeded Impactive’s Own Upside 2025 EBITDA Projections Issued Publicly by Impactive in 2022 Page 15 1 Source: Impactive Capital Sohn Investment Conference Presentation, June 6, 2022. Impactive calculations assume each segment shares unallocated corporate expenses proport

  10. Slide 10: Our ROIC Is Comparable to That of Corpay

    Our ROIC Is Comparable to That of Corpay Return on Invested Capital Based on Adjusted EBITDA 1 Return on Invested Capital Based on Net Operating Profit After Tax (NOPAT) 1 Source: WEX and Corpay filings. Page 16 1 See appendix for a reconciliation of GAAP net income to non - GAAP adjusted EBITDA and

  11. Slide 11: We Have Also Accelerated Growth Across Our Organization

    We Have Also Accelerated Growth Across Our Organization Page 19 Total Revenue Year - Over - Year Growth Total Volume Year - Over - Year Growth Source: Company filings.

  12. Slide 12: Our Improvement Is Reflected in Our Recent TSR Outperformance

    Our Improvement is Reflected in Our Recent TSR Outperformance Page 21 Source: Bloomberg. Note: See appendix for peer group constituents. Peers that are no longer publicly traded are excluded from calculations. Peer data refers to median. 1 Data ending as of April 14, 2026. 2 From October 29, 2025. Y

  13. Slide 13: We Have Taken Actions Aligned with Many of Impactive's Ideas

    We Have Taken Actions That Were Aligned with Many of Impactive’s Ideas Page 23 The Board evaluated all of Impactive’s ideas and acted consistently with many of them Addressed Impactive’s Concerns? WEX’s Actions Impactive’s Recommendation • We implemented targeted pricing increases in Mobility in 202

  14. Slide 14: Impactive's Other Prior Ideas Were Not in the Best Interests of the Company

    Impactive’s Other Prior Ideas Were Not in the Best Interests of the Company Page 24 WEX’s Response Impactive’s Idea • In May 2025, the Board conducted a comprehensive portfolio assessment drawing on both internal expertise and two independent global investment firms, Bank of America and J.P. Morgan;

  15. Slide 15: We Have Made a Good Faith Effort to Resolve Impactive's Proxy Contest

    We Have Made a Good Faith Effort to Resolve Impactive’s Proxy Contest Impactive has refused to accept reasonable resolutions to accomplish its stated aim of additional Board refreshment Page 26 Impactive’s Second Counterproposal WEX’s Second Proposal Impactive’s Counterproposal WEX’s Initial Proposa

  16. Slide 16: We Have Actively and Regularly Refreshed the Board Over the Last Several Years

    We Have Actively and Regularly Refreshed the Board Over the Last Several Years Page 27 Total Directors Joining: 6 Total Directors Departing: 8 Jim Groch May 2020 Derrick Roman Jun. 2021 Aimee Cardwell Dec. 2023 David Foss Nov. 2025 Jeb Bachman Jun. 2021 Bhavana Bartholf Sep. 2022 Regina Sommer May 2

  17. Slide 17: Impactive's Nominees Are Not the Right Fit

    Impactive’s Nominees Are Not the Right Fit Page 29 Ellen Alemany Lauren Taylor Wolfe • Limited exposure to WEX’s fleet and travel businesses • No public company board experience • Expertise largely overlaps with, and is not differentiated from, that of our directors • Said in interviews that he resp

  18. Slide 18: Serious Concerns About Whether Ms. Taylor Wolfe Would Be a Suitable Fiduciary

    We Have Serious Concerns About Whether Ms. Taylor Wolfe Would Be a Suitable Fiduciary Our reluctance to add Ms. Taylor Wolfe to our Board is the result of diligence Page 30 • Individuals familiar with Ms. Taylor Wolfe’s conduct on a prior board, including a former colleague on that board, proactivel

  19. Slide 19: Shareholders Should Support the Board's Nominees

    Shareholders Should Support the Board’s Nominees Page 31 • Over the last several years, we have actively refreshed the Board to ensure that we maintain the right mix of skills, independence and relevant experience • The incumbent directors possess deep expertise in areas that are directly aligned wi

  20. Slide 20: Q&A

    Q&A

  21. Slide 21: Appendix: Non-GAAP Reconciliation

    Appendix: Non - GAAP Reconciliation Reconciliation of GAAP Net Income Attributable to Shareholders per Diluted Share to Adjusted Net Income Attributable to Shareholders per Diluted Share Year Ended December 31, (Unaudited) 2025 2024 2023 2022 2021 2020 2019 2018 2017 2016 2015 2013 2010 $8.47 $7.50

  22. Slide 22: Reconciliation of GAAP Net Income and Net Income per Share to Non-GAAP

    21 Reconciliation of GAAP Net Income and Net Income per Share to Non - GAAP Adjusted Net Income and Adjusted Net Income per Share Three Months Ended March 31, per diluted share 2025 2026 per diluted share ($M except per share data) 1.81 71.5 $ $ $ 77.7 $ 2.22 Net income attributable to shareholders

  23. Slide 23: Appendix: Non-GAAP Reconciliation

    Appendix: Non - GAAP Reconciliation Year Ended December 31, (Unaudited) 2025 2024 2023 2013 ($M) $ 304.1 $ 309.6 $ 266.6 $149.2 Consolidated net income 349.5 340.0 288.8 33.7 Operating and financing interest 116.1 108.2 102.2 90.1 Income tax expense 331.1 321.3 276.2 58.2 Depreciation and amortizati

  24. Slide 24: Appendix: Non-GAAP Reconciliation

    Appendix: Non - GAAP Reconciliation Corpay WEX (Unaudited) 2024 2023 2013 2025 2024 2023 2013 ($M) $1,003.7 $981.9 $284.5 $304.1 $309.6 $266.6 $149.2 Consolidated Net Income 383.0 348.6 16.5 349.5 340.0 288.8 33.7 Operating and financing interest 381.4 343.1 119.1 116.1 108.2 102.2 90.1 Income tax e

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