Edenred Sa · EURONEXT:EDEN
Edenred Sa — Shareholder Meeting (May 2011)
77 slides from Edenred Sa's shareholder meeting presentation, May 13, 2011
Slide 1: Shareholders Meeting May 13, 2011
SHAREHOLDERS MEETING May 13, 2011
Slide 2: Chapter 1: Introduction
Chapter 1 Introduction (BY Edenred
Slide 3: Creation of a unique pure player
Creation of a unique “pure player”... Inventor of Ticket Restaurant®, global leader in prepaid corporate services Unique Designer of solutions that make employee’s lives easier and improve the efficiency of expertise and organizations positioning The dedicated funds management expert, at the h
Slide 4: Operating independently
operating independently Win 2010 by successfully becoming an independent company Appointment of a new Board of Directors and definition of the corporate governance system Creation of a new management team Launch of the corporate mission project to deploy the strategy effectively Creation and impleme
Slide 5: A new management team
A new management team Ph. Maurette Ph. Dufour L. Jenouvrier L. Delmas Human Resources Strategy and development Finance, IT, Legal France B. Rongvaux L. Pellet G. Gavezotti A. Erulin Northern Europe, Southern Europe and Italy Central Europe and Middle-East and Africa South Africa Scandinavia E. Rouye
Slide 6: Our Corporate Mission Project
Our Corporate Mission Project Our Mission Our Ambition Move Forward On a new path Together 5 Transformation 5 Growth Drivers Brand Programs Increase penetration rates Innovation Create and deploy new products CSR Development Extend geographical coverage Increase face value Digital Tran
Slide 7: Win 2010 by meeting financial targets
Win 2010 by meeting financial targets Win 2010 by meeting financial targets 1 2010 1 Increase penetration rate in existing markets 2-5% 5.4% 5 Volume 2 Create new products and deploy 2 2-4% 0.6% existing ones 5 growth drivers 3 Extend geographical coverage 1-2% 0.0% 4 3 4 Increase products face valu
Slide 8: Chapter 2: The work of the Board of Directors in 2010
Chapter 2 The work of the Board of Directors in 2010
Slide 9: Board of Directors
Board of Directors Jean Paul Bailly* (1) Sébastien Bazin (3) Anne Bouverot* (2) Philippe Citerne* (2) Chairman of the French Principal, Managing Executive Vice President, Former Chief Operating Post Office (Groupe La Director Europe of Mobile Services, France Officer of Société Générale Poste) Colon
Slide 10: Role of the Vice-Chairman, Senior Independent Director
Role of the Vice-Chairman, Senior Independent Director Vice-Chairman Philippe Citerne * Preferred contact for the other independent directors Organizes a meeting of independent directors at least once a year(1) Ensures that requests from shareholders not represented on the Board are answered,
Slide 11: Three Committees of the Board
Three Committees of the Board Compensation and Appointments Committee Chairman Gabriele Galateri di Genola * 5 members, including 3 independent directors Audit and Risks Committee Chairman Philippe Citerne * 5 members, including 3 independent directors Commitments Committee Chairman Sébastien Bazin
Slide 12: Compensation and Appointments Committee: Members and Role
Members and Role of the Compensation and Appointments Committee Committee members Gabriele Galateri di Genola * Chairman of the Board of Directors of Generali Sébastien Bazin Philippe Citerne * Françoise Gri * Patrick Sayer Principal, Managing Former Chief Operating Chairman of Manpower Chairman of
Slide 13: Work of the Compensation and Appointments Committee in 2010
Work of the Compensation and Appointments Committee in 2010 Committee Meetings At least two meetings per year Three meetings in second-half 2010 94% average attendance rate Work of the Committee in 2010 Proposals and decisions concerning the Chairman and Chief Executive Officer’s compensatio
Slide 14: Chairman and Chief Executive Officer's compensation
Chairman and Chief Executive Officer’s compensation Compensation paid to Jacques Stern for 2010 Stock options and performance shares In €k granted to Jacques Stern in 2010 1600 350 Milliers 1400 300 1200 250 1000 Bonus Part variable 200 800 Stock Stockoptions options 600 Part fixe Salary 150 Actions
Slide 15: Members and Role of the Audit and Risks Committee
Members and Role of the Audit and Risks Committee Committee members Philippe Citerne * Former Chief Operating Officer of Société Générale Jean-Paul Bailly * Anne Bouverot * Virginie Morgon Nadra Moussalem Chairman of the French Executive Vice President, Member of the Eurazeo Principal, Colony Capita
Slide 16: Work of the Audit and Risks Committee in 2010
Work of the Audit and Risks Committee in 2010 Committee Meetings At least three meetings per year Two meetings in second-half 2010 100% attendance rate Work of the Committee in 2010 Review of the annual consolidated and parent company financial statements Review of risk management policy a
Slide 17: Chapter 3: 2010 Results
Chapter 3 2010 Results
Slide 18: Edenred's Business Model
Invent 2016 Conquer 2012 Edenred’s Business Model Win 2010 Issue Volume of €13.875m in 2010 In € millions 2010 Operating Revenue 885 (Corresponding to client and merchant fees, and lost and expired) Financial Revenue 80 (Corresponding to interests generated by the float* investment) Total Revenue 96
Slide 19: Income statement: key figures
Invent 2016 Conquer 2012 Income statement: key figures Win 2010 Change Change In € millions 2009 2010 (reported) (LFL)(1) Issue volume 12,407 13,875 +11.8% +10.0% Operating revenue 808 885 +9.6% +6.3% Financial revenue 94 80 -14.8% -16.8% Total revenue 902 965 +7.0% +3.9% Operating EBIT(2) 233 248 +
Slide 20: 2010 Issue Volume by Product
Invent 2016 Conquer 2012 2010 Issue Volume by Product Win 2010 Corporate B2B Public B2B Employee Benefits Expense Management Incentive & Rewards Public Social Programs TOTAL Meal and Quality of Food life Issue Volume 10,882 1,210 1,100 538 145 13,875 (in € millions) As a % of IV 78% 9% 8% 4% 1% 100%
Slide 21: 2010 Issue volume by region
Invent 2016 Conquer 2012 2010 Issue volume by region Win 2010 Growing weight of emerging markets Emerging markets: Developed markets: Strong growth Moderate growth 45% +15%* 55% +4%* As a % of 2010 issue volume * Like-for-like growth 21
Slide 22: 2010 EBIT: €328 million
Invent 2016 Conquer 2012 2010 EBIT: €328 million Win 2010 In € millions 2009 2010 %(reported) change % change (LFL) Operating revenue generated by issue volume 661 729 +10.4% +7.0% Other operating revenue 147 156 +5.8% +3.0% Total operating revenue 808 885 +9.6% +6.3% Financial revenue 94 80 -14.8%
Slide 23: Net profit
Invent 2016 Conquer 2012 Net profit Win 2010 In € millions 2009 2010 EBIT 327 328 Net financial expense (104) (62) Operating profit before tax and non-recurring items 223 266 Non-recurring income and expenses, net (211) (100) Of which demerger costs (3) (44) Of which impairment losses (138) (43) Inc
Slide 24: Cash flow
Invent 2016 Conquer 2012 Cash flow Win 2010 In € millions 2009 2010 EBITDA 363 357 Net financial expense (104) (62) Income tax paid (77) (91) Other 2 9 Funds from operations 184 213 (Decrease)/increase in working capital 111 161 (Decrease)/increase in restricted cash (13) (42) Recurring capex (30) (
Slide 25: Sound financial position
Invent 2016 Conquer 2012 Sound financial position Win 2010 In € millions 2009 2010 Total debt 1,566 1,582 Current financial assets (1,263) (1,557) Net debt 303 25 Adjusted FFO/Adjusted net debt (1) 32% 57% Financial profile justifying a strong investment grade(2) rating (1) According to the Standard
Slide 26: Financial strategy
Invent 2016 Conquer 2012 Financial strategy Win 2010 Maintain strong investment grade rating Long-term Financial Policy Volume Achievement 2010 Volume d’émission d’émission Strong cash flow generation 2010 FFO: €213m Modèle générateur de cash flows 2010 Unlevered Modèle Free générateur Cash de cash
Slide 27: Chapter 4: A successful IPO
Chapter 4 A successful IPO (By Edenred
Slide 28: The Edenred share versus the SBF 120 index
The Edenred share versus the SBF 120 index Share performance from July 2, 2010 to May 6, 2011: Edenred vs. SBF 120 (adjusted to the Edenred share) 175 Edenred Share Price on May 6: €21.48 165 SBF120 Edenred : +65%* 155 145 135 SBF 120 : +23% 125 115 105 95 Share price up +88% compared to the referen
Slide 29: Edenred's Listed Peers
Edenred’s Listed Peers Business services BtoB Prepaid BtoC Prepaid Payment Schemes with a prepaid Players Players activity Catering and Prepaid Services: Sodexo Expense Management: General-Purpose Reloadable Cards: MasterCard Concur Technologies Green Dot Visa Fuel/Fleet cards: N
Slide 30: The Edenred share versus peers
The Edenred share versus peers Share performance from July 2, 2010 to May 6, 2011: Edenred vs. peers* (adjusted to the Edenred share) 180 170 Edenred: +65%* 160 150 BtoB Prepaid players: +41% 140 130 Payment Schemes: +24% 120 Sodexo: +16% 110 100 BtoC Prepaid players: -4% 90 80 30 * Base: opening pr
Slide 31: Edenred Ownership Structure
Edenred Ownership Structure Edenred ownership structure Geographic breakdown at December 31, 2010 of institutional shareholder base 11% 27.40% Actionnaires Shareholdersreprésentés represented United States Etats-Unis au Conseil* on the Board* 17% Royaume-Uni United Kingdom Actionnaires individuels I
Slide 32: Chapter 5: A strategy to conquer 2012
Chapter 5 A strategy to conquer 2012
Slide 33: Out to conquer 2012
Invent 2016 Conquer 2012 Out to conquer 2012 Win 2010 Invent 2016 Conquer 2012 Conquer 2012 Cultivate known growth markets Focus on issue volume growth in our core business by systematically deploying our expertise Win Create the conditions for conquering new 2010 growth markets Speed up the digital
Slide 34: A strategy to grow issue volume
Invent 2016 Conquer 2012 A strategy to grow issue volume Win 2010 Cultivating known growth markets Activate the four organic growth drivers to deliver normalized annual issue volume growth of 6%-14% like-for-like, in line with guidance 2011 Outlook Continued strong momentum in Latin America, with
Slide 35: New product launches
Invent 2016 Conquer 2012 Leveraging our expertise to innovate in known growth markets Win 2010 New product launches Corporate BtoB Public BtoB Expense Public Social Employee Benefits Incentive & Rewards Management Programs Launch of innovative Launch of “green” gift card corporate card in Italy in t
Slide 36: Launch of Ticket Restaurante in Mexico
Invent 2016 Conquer 2012 Launch of Ticket Restaurante® in Mexico Win 2010 Attractive socio-economic fundamentals Population of 109 million Active population of 47 million, nearly 50% in urban areas Favorable regulatory environment Strong government commitment to promoting the food access for a
Slide 37: Edenred enables government aid program in India
Invent 2016 Conquer 2012 Edenred enables government aid program in India Win 2010 Purpose of the program To distribute public aid to underprivileged families in Madhya Pradesh State How it works Edenred: the distribution system “processor”, responsible for printing, distributing and authorizing fo
Slide 38: Targeted acquisitions to generate more volume
Invent 2016 Conquer Targeted acquisitions 2012 Win to generate more volume in our known growth markets 2010 (1) No. 4 in Romania, with nearly 5% market No. 7 in Italy, with roughly 3% market share share 2009 issue volume: €53m Estimated 2010 issue volume: €70m Purchase price: €5.5m Enter
Slide 39: Out to conquer 2012
Invent 2016 Conquer 2012 Out to conquer 2012 Win 2010 Invent 2016 Conquer 2012 Cultivate known growth markets Conquer Focus on issue volume growth in our core 2012 business by systematically deploying our expertise Create the conditions for conquering new growth markets Win Speed up the digital tran
Slide 40: Create the conditions for conquering new growth markets
Invent 2016 Conquer 2012 Create the conditions for conquering new growth markets Win 2010 Target of 50% of digital issue volume by 2012 2011-2012 Post-transition Acceleration of the shift to paperless solutions Long-term benefits Target date moved forward to 2012 (from 2016 previously) New revenue s
Slide 41: Digital transition: long-term effects
Invent 2016 Conquer 2012 Digital transition: long-term effects Win 2010 Long-term effects Example: Ticket Alimentação in Brazil Merchant and client fees 1999 2010 Stable operating revenue/issue volume New revenue sources % digital IV 0% 100% ratio Operating revenue/IV 4.8% 4.8% Expired/lost products
Slide 42: Chapter 6: Conclusion
Chapter 6 Conclusion (By Edenred
Slide 43: A strategy to drive growth in issue volume
A strategy to drive growth in issue volume Invent 3 Invent 2016 2016 Develop new growth drivers Conquer 2012 Cultivate known growth markets Focus on issue volume growth in our core 2 business by systematically deploying our expertise Conquer Create the conditions for conquering new 2012 growth
Slide 44: A commitment to all stakeholders
A commitment to all stakeholders Affiliated merchants Increase their sales, build loyalty among their customers and secure their transactions B Beneficiaries Make their daily life easier and boost their purchasing power A C Customers Enhance their attractiveness as employers through employee benefit
Slide 45: Mobilizing teams around a federating project
Mobilizing teams around a federating project A corporate mission project mobilizing 6,000 employees across 40 countries 45
Slide 46: Chapter 7: Presentation of the resolutions
Chapter 7 Presentation of the resolutions
Slide 47: 1st resolution: Consolidated financial statements
1st resolution Approval of the consolidated financial statements for the year ended December 31, 2010 Consolidated net profit: €68,133 thousand 47
Slide 48: 2nd resolution: Parent company financial statements
2nd resolution Approval of the parent company financial statements for the year ended December 31, 2010 Net profit: €151,712,747 48
Slide 49: 3rd resolution: Appropriation of profit and dividend
3rd resolution Appropriation of profit for the year ended December 31, 2010 and dividend payment Net profit for the year €151,712,747 Deficit brought forward from prior year €(29) Profit available for distribution €151,712,718 Dividends €112,948,698 Retained earnings €38,764,020 Dividend p
Slide 50: 4th resolution: Related party agreements with Accor SA
4th resolution Approval of related party agreements entered into with Accor SA during the year IT services agreement under which Accor SA provides advisory and support services and carries out IT projects License agreement for the use of Grand Back accounting software developed by Accor SA Lic
Slide 51: 5th resolution: Addenda to Jacques Stern's employment contract
5th resolution Approval of addenda to Jacques Stern’s employment contract signed during the year Transfer of Jacques Stern’s 1992 employment contract from Accor to Edenred in connection with the demerger Suspension of the employment contract by virtue of his appointment as Chairman and Chief Exe
Slide 52: 6th resolution: Compensation for loss of office
6th resolution Approval of a related party agreement to pay compensation for loss of office in the event of termination of Jacques Stern’s duties as Chairman and Chief Executive Officer Payable in the event that his appointment were to be terminated, except as a result of gross or willful miscondu
Slide 53: 7th resolution: Private unemployment insurance cover
7th resolution Approval of a related party agreement to purchase a private unemployment insurance cover for Jacques Stern, Chairman and Chief Executive Officer Plan purchased from Association pour la Garantie Sociale des Chefs et Dirigeants d’Entreprises (GSC) “Formule 70”: benefits equal to 70%
Slide 54: 8th resolution: Supplementary health insurance plan
8th resolution Approval of a related party agreement to include the Chairman and Chief Executive Officer in the supplementary health insurance plan set up for the Company’s employees Two group policies purchased through Cgam: • One with Uniprévoyance covering health, death, disability and invalidi
Slide 55: 9th resolution: Supplementary pension plans
9th resolution Approval of a related party agreement concerning Jacques Stern’s participation in the Edenred supplementary pension plans on the same basis as certain senior executives Transfer of vested supplementary pension rights under the Accor plan, without any change Defined contribution an
Slide 56: 10th resolution: Authorization to trade in Company's shares
10th resolution Authorization for the Board of Directors to trade in the Company’s shares Minimum sale price: €15 Maximum purchase price: €30 No more than 22,589,739 shares, i.e. 10% of total shares outstanding at February 23, 2011 Sought for a period of 18 months 56
Slide 57: 11th resolution: Capital reduction by cancelling shares
11th resolution Authorization for the Board of Directors to reduce the capital by cancelling up to 10% of the total shares outstanding No more than 10% of the total shares outstanding per 24-month period Sought for a period of 18 months 57
Slide 58: 12th resolution: Powers to carry out formalities
12th resolution Powers to carry out formalities 58
Slide 59: Chapter 8: Report of the Audit and Risks Committee
Chapter 8 Report of the Audit and Risks Committee
Slide 60: Chapter 9: Reports of the Statutory Auditors
Chapter 9 Reports of the Statutory Auditors
Slide 61: Chapter 10: Opinion of the Central Works Council
Chapter 10 Opinion of the Central Works Council
Slide 62: Opinion of the Central Works Council
Opinion of the Central Works Council Financial targets met, thanks to an excellent performance by the sales teams People placed at the center of the organization’s transformation process Teams deeply involved in the EDEN corporate mission project A strong commitment to corporate social responsibilit
Slide 63: Chapter 11: Q&A
Chapter 11 Q&A
Slide 64: Chapter 12: Vote on the resolutions
Chapter 12 Vote on the resolutions
Slide 65: 1st resolution: Consolidated financial statements
1st resolution Approval of the consolidated financial statements for the year ended December 31, 2010 Consolidated net profit: €68,133 thousand 65
Slide 66: 2nd resolution: Parent company financial statements
2nd resolution Approval of the parent company financial statements for the year ended December 31, 2010 Net profit: €151,712,747 66
Slide 67: 3rd resolution: Profit appropriation and dividend payment
3rd resolution Appropriation of profit for the year ended December 31, 2010 and dividend payment Dividend per share: €0.50 67
Slide 68: 4th resolution: Related party agreements with Accor SA
4th resolution Approval of related party agreements entered into with Accor SA during the year 68
Slide 69: 5th resolution: Addenda to Jacques Stern's employment contract
5th resolution Approval of addenda to the employment contract of Jacques Stern signed during the year 69
Slide 70: 6th resolution: Compensation for loss of office
6th resolution Approval of a related party agreement to pay compensation for loss of office in the event of termination of Jacques Stern’s duties as Chairman and Chief Executive Officer Payable in the event that his appointment were to be terminated, except as a result of gross or willful miscondu
Slide 71: 7th resolution: Private unemployment insurance cover
7th resolution Approval of a related party agreement to purchase a private unemployment insurance cover for Jacques Stern, Chairman and Chief Executive Officer Plan purchased from Association pour la Garantie Sociale des Chefs et Dirigeants d’Entreprises (GSC) “Formule 70”: benefits equal to 70%
Slide 72: 8th resolution: Supplementary health insurance plan
8th resolution Approval of a related party agreement to include the Chairman and Chief Executive Officer in the supplementary health insurance plan set up for the Company’s employees Two group policies purchased through Cgam: • One with Uniprévoyance covering health, death, disability and invalidi
Slide 73: 9th resolution: Supplementary pension plans
9th resolution Approval of a related party agreement concerning Jacques Stern’s participation in the Edenred supplementary pension plans on the same basis as certain senior executives 73
Slide 74: 10th resolution: Authorization to trade in Company's shares
10th resolution Authorization for the Board of Directors to trade in the Company’s shares Minimum sale price of €15; maximum purchase price of €30 No more than 22,589,739 shares, i.e. 10% of total shares outstanding at February 23, 2011; authorization sought for a period of 18 months 74
Slide 75: 11th resolution: Capital reduction by cancelling shares
11th resolution Authorization for the Board of Directors to reduce the capital by cancelling up to 10% of the total shares outstanding No more than 10% of the total outstanding shares per 24-month period Sought for a period of 18 months 75
Slide 76: 12th resolution: Powers to carry out formalities
12th resolution Powers to carry out formalities 76
Slide 77: Chapter 13: Conclusion
Chapter 13 Conclusion (3) Edenred