Edenred Sa · EURONEXT:EDEN
Edenred Sa — Shareholder Meeting (May 2025)
113 slides from Edenred Sa's shareholder meeting presentation, May 7, 2025
Slide 1: General Meeting May 7, 2025
GENERAL MEETING MAY 7, 2025 Comet Bourse 35, rue Saint-Marc 75002 Paris
Slide 2: Bertrand Dumazy, Chairman and CEO
Bertrand Dumazy Chairman and CEO 2
Slide 3: The device set up for your general meeting
THE DEVICE SET UP FOR YOUR GENERAL MEETING THE GENERAL MEETING IS BROADCAST LIVE IN FRENCH AND YOUR DOCUMENTS ARE AVAILABLE ON OUR WEBSITE ENGLISH EDENRED.COM Link available on our Edenred.com website The Universal Registration Document Link on our website Edenred.com The Integrated Report 3
Slide 4: A sustained and transparent shareholder dialogue in 2024
A SUSTAINED AND TRANSPARENT SHAREHOLDER DIALOGUE IN 2024 MEETINGS WITH INSTITUTIONAL SHAREHOLDERS SPECIAL ATTENTION PAID TO INDIVIDUAL SHAREHOLDERS More than 1,200 investors met 2 shareholders meeting in Bordeaux (+20% vs. 2023) and Strasbourg : + 300 individual shareholders met Participation
Slide 5: A shareholder base heavily international
A SHAREHOLDER BASE HEAVILY INTERNATIONAL FREE FLOAT STANDS AT 99.2% INCLUDING 4.8% INSTITUTIONAL SHAREHOLDERS ARE MOSTLY OF INDIVIDUAL SHAREHOLDERS US- AND UK-BASED 4.8% 0.8% 14% United States Institutional shareholders 16% United Kingdom 48% Individual shareholders France Other Treasury shares 22%
Slide 6: Agenda
AGENDA 1. Our Beyond22-25 strategic plan : where do we stand? 2. In 2024, Edenred has continued to enrich its business model and extend its targeted market 3. An enhanced sustainable development policy 4. 2024, another year of double-digit growth for Edenred 5. Governance that works for Edenred 6. S
Slide 7: Edenred has over-delivered its Beyond22-25 strategic plan
EDENRED HAS OVER-DELIVERED ITS BEYOND22-25 STRATEGIC PLAN 7
Slide 8: A strong growth since 2021
A STRONG GROWTH SINCE 2021… Edenred Total revenue (€bn) CAGR21-24 2.9 +20% 2.5 2.0 1.6 2021 2022 2023 2024 8
Slide 9: EBITDA growth exceeding annual Beyond target
… RESULTING IN EBITDA GROWTH EXCEEDING THE ANNUAL TARGET OF THE BEYOND PLAN. Edenred EBITDA (€bn) CAGR21-24 1.27 +24% 1.1 0.8 0.7 2021 2022 2023 2024 Yearly LfL growth (vs. Beyond target of >+12% +23% +34% +19% per year) 9
Slide 10: Free cash flow combining acquisitions and shareholder returns
A GENERATION OF FREE CASH FLOW WHICH ENABLED TO COMBINE ACQUISITIONS AND RETURNS TO SHAREHOLDERS Increasing addressable markets and Beyond ~1.8 €bn invested in share >2,5 Md€ paid in of cumulated Free Cash ~0.8 €bn Flow generated from 2022 to 2024 Increasing shareholder returns of ~0.3 €bn 1. Done i
Slide 11: A significantly strengthened profile
A SIGNIFICANTLY STRENGTHENED PROFILE 11
Slide 12: A larger customer base
A LARGER CUSTOMER BASE 2016 2024 Users 43m >60m c. 90m1 Clients 750 k 1m Merchants 1.4 m >2m >1m Business Volume €20bn €45bn $68bn 1. Monthly active users | Sources : Statista, Uber Eats corporate website 12
Slide 13: An increased diversification
AN INCREASED DIVERSIFICATION Benefits and Engagement Mobility Operating revenue Operating revenue +8pts Beyond ~34% Food +5pts Beyond ~32% Fuel ~26% ~66% Meal and ~27% Food ~74% ~73% ~68% Fuel 2021 2024 2021 2024 13
Slide 14: A strengthened digital platform
A STRENGTHENED DIGITAL PLATFORM Drop in unit cost per ~500 -22% ~€1.4bn Product experts transaction in 2024 vs 2021 ~250 Data experts Tech cash-out >€100bn Of annual processed volume over 2022-2024E1 Of revenue Reduction in fraud between -80% 2023 and 2024 93% generated by digital solutions Authoriz
Slide 15: Video Edenred+
VIDEO EDENRED+ 15
Slide 16: Meal vouchers regulation
MEAL VOUCHERS REGULATION 16
Slide 17: Regulated activities represent 43% of operating revenue
REGULATED ACTIVITIES REPRESENT 43% OF EDENRED OPERATING REVENUE Edenred’s Operating revenue (in %) Beyond 37% Payment 3% 17% Fuel Meal and Food 43% Regulated 2024 17
Slide 18: Meal & food benefits, favorable regulatory environment
MEAL & FOOD BENEFITS, FOUNDED ON A STRUCTURALLY FAVORABLE REGULATORY ENVIRONMENT Yearly additional targeted +€1,500 purchasing power for employees Workers consider meal benefits 70% plans as an indispensable benefit Of employers consider meal benefits Annual income generated for 14 €bn implementatio
Slide 19: More tailwinds than headwinds in regulation
MORE TAILWINDS THAN HEADWINDS IN REGULATION SUPPORTING CONTINUOUS MEAL & FOOD BENEFITS MARKET EXPANSION Global Meal & Food Benefits Business Volume [€bn] Illustrative regulatory changes over the past few years Market size x2 in 10 years Face value increase in 13 countries in 10 countries in 2024 a
Slide 20: Edenred targets €5bn total revenue by 2030
EDENRED TARGETS TO DELIVER €5BN TOTAL REVENUE BY 2030 Edenred Total Revenue [€bn] 5+ CAGR21-24 +20% 2.9 2.5 2.5 2.0 1.6 2021 2022 2023 2024 2030 20
Slide 21: Agenda
AGENDA 1. Our Beyond22-25 strategic plan : where do we stand? 2. In 2024, Edenred has continued to enrich its business model and extend its targeted market 3. An enhanced sustainable development policy 4. 2024, another year of double-digit growth for Edenred 5. Governance that works for Edenred 6. S
Slide 22: Constance Le Bouar
Constance Le Bouar Executive Vice President, Strategy, Marketing & Transformation 22
Slide 23: Enriched, diversified and increasingly recurring revenue model
EDENRED RELIES ON AN ENRICHED, DIVERSIFIED AND INCREASINGLY RECURRING REVENUE MODEL 23
Slide 24: Enriched, diversified and increasingly recurring revenue model
ENRICHED, DIVERSIFIED AND INCREASINGLY RECURRING REVENUE MODEL Contribution to FY 2024 6% 16% 78% operating revenue Per solution used on the platform Client set-up fees Platform + subscription fees + Business volume Take-up rate = Operating revenue +16% +11% LFL growth LFL growth (2024 vs. 2023) (20
Slide 25: Supported by two powerful growth levers
…SUPPORTED BY TWO POWERFUL GROWTH LEVERS 1 2 Underpenetrated core markets Low attrition Broader addressable markets Increasing revenue per customer Low cost of acquisition (upsell, cross-sell potential) ~65% ~35% Contribution to 2024 Contribution to 2024 Operating Revenue growth Operating
Slide 26: Extended reach through indirect sales channels
EXTENDED REACH THROUGH COMPLEMENTARY INDIRECT SALES CHANNELS Illustrations HR consulting companies distributing Edenred solutions in Spain B2B clients >300 signed in 2024 B2C Distribution Largest Fintech in Latin America distributing Edenred mobility toll offer clients reachable >100m through Nubank
Slide 27: Enriching value proposition: Benefits & Engagement
ENRICHING THE VALUE PROPOSITION WITH EDENRED SOLUTIONS AND WITH 3RD PARTY SERVICES : AVANTAGES BENEFITS & ENGAGEMENT Benefits & Engagement Platform 3rd party benefits ... 3rd party solutions 27
Slide 28: Enriching value proposition: Mobility
ENRICHING THE VALUE PROPOSITION WITH EDENRED SOLUTIONS AND WITH 3RD PARTY SERVICES : MOBILITY Toll solutions Telematics solutions (national and international) Edenred UTA SmartConnect® solutions VAT Refund services Edenred EV business services solutions Energy cards Plus services Incluant des servic
Slide 29: Acquisitions strengthen leading positions and expand addressable markets
ACQUISITIONS ENABLE EDENRED TO STRENGTHEN ITSG LEADING POSITIONS AND EXPAND ITS ADDRESSABLE MARKETS 29
Slide 30: Recent acquisitions to strengthen leadership positions
RECENT ACQUISITIONS TO STRENGTHEN OUR LEADERSHIP POSITIONS AND EXPAND OUR ADDRESSABLE MARKETS Company Countries Vision Build an unrivaled offer with the combination of Edenred ~215 X M€ of annual Engagement Benefits & revenue added thanks to Create a leader in Benefit & Engagement market in Latin Am
Slide 31: RB acquisition: reinforcing benefits and engagement
RB ACQUISITION : REINFORCING BENEFITS AND ENGAGEMENT An attractive employee transport market Acquiring RB to drive scale Customers, with a 15,000+ strong SME focus Mandatory benefit for employees 130m+ annual public R$100m+ Revenues in 2023 transportation users CAGR between 25% 2020 and 2023 Rei
Slide 32: Acquisition of Spirii: European SaaS EV charging platform
ACQUISITION OF : A EUROPEAN SAAS1 PLATFORM OFFERING A BROAD RANGE OF EV CHARGING SOLUTIONS A best-in-class asset for EV charging Infrastructure 3rd party hardware reseller partnering with best-in-class technology providers 18 European countries covered with operations Selected examples Charge Point
Slide 33: Acquisition of IP's energy cards business
ACQUISITION OF IP’S ENERGY CARDS BUSINESS : SCALING B2B MOBILITY MARKET IN ITALY Leveraging the great complementarity between both Edenred and IP brands… … with cross-selling opportunities Electronic toll settlement Best-in-class asset International charging network >€30m Revenue in 2023 (fuel
Slide 34: Agenda
AGENDA 1. Our Beyond22-25 strategic plan : where do we stand? 2. In 2024, Edenred has continued to enrich its business model and extend its targeted market 3. An enhanced sustainable development policy 4. 2024, another year of double-digit growth for Edenred 5. Governance that works for Edenred 6. S
Slide 35: Flore Cholley, ESG Director
Flore Cholley ESG Director 35
Slide 36: Video – Ideal
VIDEO – IDEAL 36
Slide 37: Further delivery in ESG in 2024
FURTHER DELIVERY IN ESG IN 2024 Progress in ESG … …recognized by leading ESG ratings 2023 2024 65/100 +7 pts vs. 2023 Member of the % of women among 2025 Sustainability Yearbook executive positions 37% 38% (for the 4th year in a row) 2024 for the second year % GHG emissions intensity reduction -61%
Slide 38: GHG emissions reduction commitments approved by SBTi
COMMITMENTS IN GHG EMISSIONS REDUCTIONS APPROVED BY SBTI1 IN 2024 By 20502 Edenred -90% commitments in for absolute scope 1 and 2 for absolute scope 1 and 2 GHG emissions reductions -97% per million EUR value added per million EUR value added for scope 3 for scope 3 1. Science Based Targets Initiati
Slide 39: Agenda
AGENDA 1. Our Beyond22-25 strategic plan : where do we stand? 2. In 2024, Edenred has continued to enrich its business model and extend its targeted market 3. An enhanced sustainable development policy 4. 2024, another year of double-digit growth for Edenred 5. Governance that works for Edenred 6. S
Slide 40: Patrick Bataillard
Patrick Bataillard (Interim) Executive Vice President, Finance 40
Slide 41: Edenred delivered a strong financial performance in 2024
EDENRED DELIVERED A STRONG FINANCIAL PERFORMANCE IN 2024 €2,856m €1,265m 70% €2.07 +12.4% +19.0% +21.1% like-for-like FY 20231 like-for-like vs. FY 2023 reported vs. FY 20233 Guidance >+12% >70% like-for-like growth 1. Based on adjusted 2023 figures that reflect the reclassification to operating exp
Slide 42: Double-digit organic growth in Benefits & Engagement and Mobility
DOUBLE-DIGIT ORGANIC GROWTH IN 2024 IN BENEFITS & ENGAGEMENT AND MOBILITY… Operating Revenue at €2,609m, up +11.2%1 like-for-like Benefits & Engagement Mobility Complementary Solutions Corporate Payment Services % OF FY 2024 GROUP OPERATING REVENUE 65% 24% 11% Incentive & Rewards Public Social
Slide 43: All geographies contributing to strong performance
… WITH ALL GEOGRAPHIES CONTRIBUTING TO THE STRONG PERFORMANCE Europe +7.9% like-for-like vs. FY 2023 61% +10.3% reported vs. FY 2023 Latin America +15.4% like-for-like vs. FY 20231 29% +10.1% reported vs. FY 20231 Rest of the World +19.7% like-for-like vs. FY 2023 10% % of 2024 operating revenue +22
Slide 44: Double-digit growth of total revenue
DOUBLE-DIGIT GROWTH OF TOTAL REVENUE Total revenue (m€) % like-for- % reported like growth1 growth1 +311 2,856 2,545 247 203 +44 Total revenue +12.4% +12.2% 2,609 +267 Other revenue +26.2% +22.0% 2,343 Operating revenue +11.2% +11.4% FY 2023 FY 2024 44 1. Based on adjusted 2023 figures that reflect
Slide 45: Further improvement in profitability
FURTHER IMPROVEMENT IN PROFITABILITY Operating EBITDA (€m) EBITDA (€m) 1,265 1,018 1,094 891 +1.3 pt +1.0 pt 44.3% 39.1% 43.0% 38.1% FY 2023 FY 2024 FY 2023 FY 2024 +15.1% like-for-like growth +19.0% like-for-like growth 45
Slide 46: A 70% FCF/EBITDA conversion rate
A 70% FCF/EBITDA CONVERSION RATE Free Cash Flow (€m) 8811 FCF/EBITDA conversion rate • Driven by a strong FFO generation, up 19.2% • Focus on payment terms and cash collection FY 2024 EBITDA to FCF conversion1 70% 1. At constant regulation and methodology 46
Slide 47: Net debt and leverage under control
NET DEBT AND LEVERAGE UNDER CONTROL Net Debt (€m) 2024 strong free cash flow generation 1,806 fueling : • 2024 acquisitions for €510m 1,100 • increased shareholder return to a total of 1.4x1 €664m (dividends and share buyback) 1.0x1 Net debt increased by €706m, of which €224m of FX effects at De
Slide 48: Capital allocation
CAPITAL ALLOCATION Proposed1 2024 dividend (per share) Well-balanced capital deployment Finance organic growth €1.21 Realize bolt-on acquisitions +10% vs. 2023 Increase shareholder return : 1.21 Dividend growth in absolute terms every year 1.10 1.00 Extension of the existing share buyback
Slide 49: Edenred share price since October 1st, 2015
EDENRED SHARE PRICE SINCE OCTOBER 1ST, 2015 60 50 40 30 27.38€2 Edenred +81% Delta : 20 ~+10pts 15.15€1 10 CAC 40 +72% SBF 120 +66% 0 1. Edenred stock price on October 1, 2015 2. Edenred stock price on April 30th, 2025 49
Slide 50: Positive recommendation from financial analysts
POSITIVE RECOMMANDATION FROM FINANCIAL ANALYSTS sell-side analysts with « Buy » 14 recommendation on Edenred sell-side analysts with « Neutral » 4 recommendation on Edenred sell-side analyst with « Sell » 1 recommendation on Edenred Average price target at €42 Data as of April 30, 2025. This data re
Slide 51: Q1 2025 revenue
Q1 2025 REVENUE 51
Slide 52: First quarter growth in line with expectations
FIRST QUARTER GROWTH IN LINE WITH EDENRED’S EXPECTATIONS… Total revenue (€m) % like-for- % reported like growth growth 724 +39 685 57 60 Total revenue +6.7% +5.7% 667 Other revenue +1.9% -5.2% 625 Operating revenue +7.1% +6.7% Q1 2024 Q1 2025 52
Slide 53: Growth acceleration in Beyond Food
GROWTH ACCELERATION IN BEYOND FOOD Meal & Food Beyond Food Business volume LFL growth - Meal & Food Operating revenue LFL growth - Beyond Food Excluding one-off Consumption Vouchers in Belgium Excluding Gift solutions +16.9% +12.3% +8.2% +13.5% FY 24 Q1 25 FY 24 Q1 25 53
Slide 54: Acceleration in both Fuel and Beyond Fuel businesses
ACCELERATION IN BOTH FUEL AND BEYOND FUEL BUSINESSES Fuel Beyond Fuel LFL operating revenue growth – Fuel1 LFL operating revenue growth – Beyond Fuel1 +15.1% +7.7% +7.5% +10.5% FY 24 Q1 25 FY 24 Q1 25 54 1. Without hyperinflation in Argentina
Slide 55: Edenred confirms its full year 2025 guidance
EDENRED CONFIRMS ITS FULL YEAR 2025 GUIDANCE Despite a challenging macro-environment and the impact of the fee cap in Italy, which will take effect from Q3 onward, Edenred confirms its FY 2025 guidance1 >+10% >70% EBITDA to FCF Like-for-like growth2 conversion rate3 Edenred will deliver further grow
Slide 56: Agenda
AGENDA 1. Our Beyond22-25 strategic plan : where do we stand? 2. In 2024, Edenred has continued to enrich its business model and extend its targeted market 3. An enhanced sustainable development policy 4. 2024, another year of double-digit growth for Edenred 5. Governance that works for Edenred 6. S
Slide 57: The Board of Directors
The Board of Directors Bertrand DUMAZY Chairman and Chief Executive Officer 57
Slide 58: 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 : 90%1 independent directors • Audit and Risks Committee 50%1 women • Compensation, Ap
Slide 59: Composition of the Board of Directors
COMPOSITION OF THE BOARD OF DIRECTORS 90% OF MEMBERS ARE QUALIFIED AS INDEPENDENT DIRECTORS1 Cédric Nathalie Sylvia Appert Balla* Coutinho* Employee-representative Chair of New R Country Head of UBS director Group Brazil Renewal proposed at the Renewal proposed at the 2025 AGM 2025 AGM Dominique Ber
Slide 60: Director skills matrix
DIRECTOR SKILLS MATRIX (EXCLUDING THE CHAIRMAN & CEO) A COMBINATION COVERING ALL THE GROUP'S BUSINESS ACTIVITIES 60
Slide 61: Appointment proposal in 2025: Thierry Delaporte
APPOINTMENT PROPOSAL IN 2025 THIERRY DELAPORTE (8TH RESOLUTION - PAGE 393 - 394 OF THE 2024 URD) Proposed as independent director for 3 years Nationality : French Age : 57 Directorships in other listed companies : Saint Gobain • He began his career in 1992 with the consulting firm Arthur Andersen, b
Slide 62: Appointment proposal in 2025: Kristell Rivaille
APPOINTMENT PROPOSAL IN 2025 KRISTELL RIVAILLE (9TH RESOLUTION - PAGE 393-395 OF THE 2024 URD) Proposée en tant qu’administratrice indépendante pour 3 ans Nationality : French Age : 51 Directorships in other listed companies : n/a • Kristell Rivaille is a seasoned international executive with 30 yea
Slide 63: Renewal proposed in 2025: Nathalie Balla
RENEWAL PROPOSED IN 2025 NATHALIE BALLA (4TH RESOLUTION - PAGE 392 OF THE 2024 URD) Independent Director Nationality : French Age : 57 First appointed : October 16, 2023, ratified by the 2024 AGM Re-appointed : N/A Current term ends : 2025 Annual General Meeting (initial end of Françoise GRI's term
Slide 64: Renewal proposed: Sylvia Coutinho
RENEWAL PROPOSED IN 2024 SYLVIA COUTINHO (5TH RESOLUTION - PAGE 392 OF THE 2024 URD) Independent Director Nationality: Brazilian Age : 63 First appointed : March 23, 2016 Re-appointed : Twice (2017 and 2021 General Meetings) Current term ends : 2025 Annual General Meeting Directorships in other list
Slide 65: Renewal proposed in 2025: Monica Mondardini
RENEWAL PROPOSED IN 2025 MONICA MONDARDINI (6TH RESOLUTION - PAGE 392 OF THE 2024 URD) Independent Director Nationality : Italian Age : 64 First appointed : May 11, 2021 Re-appointed : N/A Current term ends : 2025 Annual General Meeting Directorships in other listed companies : CIR S.p.A., Sogefi S.
Slide 66: Renewal proposed in 2025: Philippe Vallée
RENEWAL PROPOSED IN 2025 PHILIPPE VALLÉE (7TH RESOLUTION - PAGE 392-393 OF THE 2024 URD) Independent Director Nationality : French Age : 61 First appointed : May 11, 2021 Re-appointed : N/A Current term ends : 2025 Annual General Meeting Directorships in other listed companies : N/A • Philippe Vallé
Slide 67: Selection process for directors
SELECTION PROCESS FOR DIRECTORS 67
Slide 68: Matters addressed by the Board in 2024
MATTERS ADDRESSED BY THE BOARD IN 2024 Specific matters Recurring matters addressed in 2024 Approval of the publication of the 2024 full-year Implementation and execution of a share buyback and interim financial statements, 2025 budget program for cancellation and first capital reductions Grou
Slide 69: 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 70: 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 71: Assessment of the Board's practices and procedures
ASSESSMENT OF THE BOARD OF DIRECTORS’ 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 • communication within the Board is good an
Slide 72: Composition of the committees of the Board
COMPOSITION OF THE 3 COMMITTEES OF THE BOARD OF DIRECTORS AT THE END OF THE 2025 GENERAL MEETING1 Compensation, Audit and Risks Appointments and CSR Commitments Committee Committee Committee Bernardo Dominique Jean-Romain SANCHEZ D’HINNIN LHOMME INCERA Chairman Chairman Chairman Nomination Nominatio
Slide 73: Audit and Risks Committee
Audit and Risks Committee Bernardo Sanchez Incera Chairman of the Audit and Risks Committee 73
Slide 74: Audit and Risks Committee: independence and meetings
Bernardo Dominique Graziella Monica Sanchez Incera D’Hinnin Gavezotti1 Mondardini PROPORTION OF NUMBER OF MEETINGS ATTENDANCE RATE INDEPENDENT DIRECTORS IN 2024 IN 2024 100%2 4 100% 1. Employee-representative director. 2. The employee-representative director is not taken into account for this calcul
Slide 75: Duties and work of the committee in 2024
DUTIES AND WORK OF THE COMMITTEE IN 2024 AN EFFECTIVE RISK MANAGEMENT SYSTEM REVIEWED ANNUALLY Main duties Main work in 2024 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 76: Ethics, compliance and internal control system
PRESENTATION OF THE ETHICS, COMPLIANCE AND INTERNAL CONTROL SYSTEM Strengthened measures to Monitored risks and All employees trained prevent money laundering associated action plans and all involved and combat fraud Risk mapping and updated action The Group's transactional sites are Zero Frau
Slide 77: The Compensation, Appointments and CSR Committee
The 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 77
Slide 78: Committee independence and meetings
Dominique Sylvia Angeles D’Hinnin Coutinho Garcia-Poveda PROPORTION OF NUMBER OF MEETINGS ATTENDANCE RATE INDEPENDENT DIRECTORS IN 2024 IN 2024 100% 4 100% 78
Slide 79: Duties and work of the committee in 2024
DUTIES AND WORK OF THE COMMITTEE IN 2024 Main duties Main work in 2024 Preparing the Board's decisions regarding Reviewing the composition of the Board : gender changes in the composition of the Company's balance, independence, composition of the management bodies committees and members’ require
Slide 80: Compensation policy for the Chairman and CEO (1/2)
COMPENSATION POLICY FOR THE CHAIRMAN AND CEO (1/2) EX ANTE VOTE (10TH RESOLUTION – PAGES 334-341 OF THE 2024 URD) Continuity Compliance Comparability Performance A compensation Compensation Compensation assessed 82% of target total structure based in line with : against a peer group of compensation
Slide 81: Compensation policy for the Chairman and CEO (2/2)
COMPENSATION POLICY FOR THE CHAIRMAN AND CEO (2/2) EX ANTE VOTE (10TH RESOLUTION – PAGES 334-341 OF THE 2024 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 82% comp
Slide 82: Bertrand Dumazy's compensation for 2024
BERTRAND DUMAZY’S COMPENSATION FOR 2024 EX POST VOTE (14TH RESOLUTION – PAGES 334-341 OF THE 2024 URD) Gross annual fixed compensation €1,030,000 Gross annual variable compensation €1,819,753 Long-term Compensation compliant with the compensation compensation policy approved by the 2024 General Meet
Slide 83: Aligning CEO compensation with employees and performance
ALIGNING THE CHAIRMAN AND CEO’S COMPENSATION WITH EMPLOYEE COMPENSATION AND EDENRED’S PERFORMANCE 2023 2024 Ratio of Chairman and Chief Scope: Edenred SE Executive Officer's compensation to 32 34 mean employee compensation Ratio of Chairman and Chief Scope: Edenred in France Executive Officer's comp
Slide 84: Compensation of directors
COMPENSATION OF DIRECTORS EX POST AND EX ANTE VOTES Compensation policy 2024 compensation Ex ante vote Ex post vote (11th and 12th resolutions – pages 334-336 of the 2024 URD) (13th resolution – pages 341-342 of the 2024 URD) Principles compliant with the recommendations of the Compensation complian
Slide 85: Agenda
AGENDA 1. Our Beyond22-25 strategic plan : where do we stand? 2. In 2024, Edenred has continued to enrich its business model and extend its targeted market 3. An enhanced sustainable development policy 4. 2024, another year of double-digit growth for Edenred 5. Governance that works for Edenred 6. S
Slide 86: Statutory Auditors' reports
STATUTORY AUDITORS' REPORTS YEAR ENDED DECEMBER 31, 2024 NICOLAS PFEUTY GENERAL MEETING OF SHAREHOLDERS - MAY 7, 2025
Slide 87: Opinion on financial statements for 2024
STATUTORY AUDITORS' REPORTS OPINION ON THE COMPANY'S FINANCIAL STATEMENTS AND THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2024 1ST AND 2ND RESOLUTIONS • In our opinion, the Company's financial statements and the consolidated financial statements give a true and fa
Slide 88: Other reports and statements
Statutory Auditors' reports Other reports and statements • Report on related party agreements – 15 resolution th - We have not been notified of any new or previously approved agreements whose implementation continued during the year ended December 31, 2024 to be submitted to the Annual General Meeti
Slide 89: Agenda
AGENDA 1. Our Beyond22-25 strategic plan : where do we stand? 2. In 2024, Edenred has continued to enrich its business model and extend its targeted market 3. An enhanced sustainable development policy 4. 2024, another year of double-digit growth for Edenred 5. Governance that works for Edenred 6. S
Slide 90: Questions & Answers
QUESTIONS & ANSWERS
Slide 91: Agenda
AGENDA 1. Our Beyond22-25 strategic plan : where do we stand? 2. In 2024, Edenred has continued to enrich its business model and extend its targeted market 3. An enhanced sustainable development policy 4. 2024, another year of double-digit growth for Edenred 5. Governance that works for Edenred 6. S
Slide 92: 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 92
Slide 93: 1st resolution: Company financial statements
1ST RESOLUTION APPROVAL OF THE COMPANY’S FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2024 1 Dont V.P.C. Pour/For 205 811 288 Contre/ Against 112 461 Abst. 205 478 Pour/For Contre/Against Abst. 206 200 447 112 591 220 462 Adoptée 99,95 % 0,05 % 93
Slide 94: 2nd resolution: Consolidated financial statements
2ND RESOLUTION APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2024 2 Dont V.P.C. Pour/For 205 811 695 Contre/ Against 111 992 Abst. 205 540 Pour/For Contre/Against Abst. 206 203 679 112 062 217 759 Adoptée 99,95 % 0,05 % 94
Slide 95: 3rd resolution: Appropriation of profit and dividend
3RD RESOLUTION APPROPRIATION OF PROFIT FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2024, AND SETTING OF THE DIVIDEND 3 Dont V.P.C. Pour/For 205 980 883 Contre/ Against 144 861 Abst. 3 483 Pour/For Contre/Against Abst. 206 376 218 145 041 12 241 Adoptée 99,93 % 0,07 % 95
Slide 96: 4th resolution: Renewal of Nathalie Balla
4TH RESOLUTION RENEWAL OF MS. NATHALIE BALLA AS A DIRECTOR 4 Dont V.P.C. Pour/For 206 021 847 Contre/ Against 28 158 Abst. 79 222 Pour/For Contre/Against Abst. 206 414 263 30 632 88 605 Adoptée 99,99 % 0,01 % 96
Slide 97: 5th resolution: Renewal of Sylvia Coutinho
5TH RESOLUTION RENEWAL OF MS. SYLVIA COUTINHO AS A DIRECTOR 5 Dont V.P.C. Pour/For 199 978 095 Contre/ Against 6 144 594 Abst. 6 538 Pour/For Contre/Against Abst. 200 370 605 6 147 186 15 709 Adoptée 97,02 % 2,98 % 97
Slide 98: 6th resolution: Renewal of Monica Mondardini
6TH RESOLUTION RENEWAL OF MS. MONICA MONDARDINI AS A DIRECTOR 6 Dont V.P.C. Pour/For 158 382 632 Contre/ Against 47 740 074 Abst. 6 521 Pour/For Contre/Against Abst. 158 775 448 47 742 893 15 159 Adoptée 76,88 % 23,12 % 98
Slide 99: 7th resolution: Renewal of Philippe Vallée
7TH RESOLUTION RENEWAL OF MR. PHILIPPE VALLEÉ AS A DIRECTOR 7 Dont V.P.C. Pour/For 205 078 607 Contre/ Against 971 806 Abst. 78 814 Pour/For Contre/Against Abst. 205 471 514 974 393 87 593 Adoptée 99,53 % 0,47 % 99
Slide 100: 8th resolution: Appointment of Thierry Delaporte
8TH RESOLUTION APPOINTMENT OF MR. THIERRY DELAPORTE AS A DIRECTOR 8 Dont V.P.C. Pour/For 206 102 475 Contre/ Against 18 284 Abst. 8 468 Pour/For Contre/Against Abst. 206 472 769 43 157 17 574 Adoptée 99,98 % 0,02 % 100
Slide 101: 9th resolution: Appointment of Kristell Rivaille
9TH RESOLUTION APPOINTMENT OF MS. KRISTELL RIVAILLE AS A DIRECTOR 9 Dont V.P.C. Pour/For 206 102 011 Contre/ Against 18 113 Abst. 9 103 Pour/For Contre/Against Abst. 206 467 847 47 475 18 178 Adoptée 99,98 % 0,02 % 101
Slide 102: 10th resolution: Compensation policy for Chairman and CEO
10TH RESOLUTION APPROVAL OF THE COMPENSATION POLICY FOR THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER 10 Dont V.P.C. Pour/For 186 457 296 Contre/ Against 19 422 639 Abst. 249 292 Pour/For Contre/Against Abst. 186 575 423 19 431 194 260 004 Adoptée 90,57 % 9,43 % 102
Slide 103: 11th resolution: Compensation policy for directors
11TH RESOLUTION APPROVAL OF THE COMPENSATION POLICY FOR THE MEMBERS OF THE BOARD OF DIRECTORS (EXCLUDING THE CHAIRMAN AND CEO) 11 Dont V.P.C. Pour/For 204 124 418 Contre/ Against 1 981 459 Abst. 19 500 Pour/For Contre/Against Abst. 204 181 750 1 989 852 33 495 Adoptée 99,03 % 0,97 % 103
Slide 104: 12th resolution: Aggregate amount allocated to directors
12TH RESOLUTION APPROVAL OF THE ANNUAL AGGREGATE FIXED AMOUNT ALLOCATED TO DIRECTORS AS COMPENSATION FOR THEIR DUTIES 12 Dont V.P.C. Pour/For 204 123 632 Contre/ Against 1 980 718 Abst. 21 027 Pour/For Contre/Against Abst. 204 184 452 1 989 516 31 129 Adoptée 99,04 % 0,96 % 104
Slide 105: 13th resolution: Corporate officers' 2024 compensation
13TH RESOLUTION APPROVAL OF THE REPORT ON CORPORATE OFFICERS' 2024 COMPENSATION (GLOBAL EX POST) 13 Dont V.P.C. Pour/For 204 489 933 Contre/ Against 1 617 819 Abst. 17 625 Pour/For Contre/Against Abst. 204 550 319 1 623 500 31 278 Adoptée 99,21 % 0,79 % 105
Slide 106: 14th resolution: Bertrand Dumazy 2024 compensation
14TH RESOLUTION APPROVAL OF THE 2024 COMPENSATION COMPONENTS FOR BERTRAND DUMAZY (SPECIFIC EX POST) 14 Dont V.P.C. Pour/For 157 767 299 Contre/ Against 48 282 611 Abst. 79 317 Pour/For Contre/Against Abst. 157 885 445 48 290 930 90 246 Adoptée 76,58 % 23,42 % 106
Slide 107: 15th resolution: Related-party agreements report
15TH RESOLUTION APPROVAL OF THE STATUTORY AUDITORS’ SPECIAL REPORT ON RELATED-PARTY AGREEMENTS 15 Dont V.P.C. Pour/For 206 109 932 Contre/ Against 13 338 Abst. 5 957 Pour/For Contre/Against Abst. 206 501 150 14 779 17 571 Adoptée >99,99 % <0,01 % 107
Slide 108: 16th resolution: Authorization to trade in company shares
16TH RESOLUTION AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS TO TRADE IN THE COMPANY’S SHARES 16 Dont V.P.C. Pour/For 205 675 158 Contre/ Against 308 965 Abst. 145 104 Pour/For Contre/Against Abst. 206 061 492 315 030 156 978 Adoptée 99,85 % 0,15 % 108
Slide 109: 17th resolution: Free allocation of performance shares
17TH RESOLUTION AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS TO PROCEED WITH THE FREE ALLOCATION OF PERFORMANCE SHARES TO EMPLOYEES 17 AND CORPORATE OFFICERS Dont V.P.C. Pour/For 192 039 479 Contre/ Against 13 774 457 Abst. 315 291 Pour/For Contre/Against Abst. 192 392 820 13 811 762 328 918 Adop
Slide 110: 18th resolution: Bylaws amendment on Board deliberations
18TH RESOLUTION AMENDMENT TO ARTICLE 15 OF THE BYLAWS REGARDING THE BOARD OF DIRECTORS’ DELIBERATIONS 18 Dont V.P.C. Pour/For 206 047 304 Contre/ Against 13 534 Abst. 68 389 Pour/For Contre/Against Abst. 206 441 198 14 295 78 007 Adoptée >99,99 % <0,01 % 110
Slide 111: 19th resolution: Bylaws amendments
19TH RESOLUTION AMENDMENTS TO THE COMPANY’S BYLAWS TO ALIGN THEM WITH THE APPLICABLE LAWS AND REGULATIONS 19 Dont V.P.C. Pour/For 206 119 144 Contre/ Against 5 549 Abst. 4 534 Pour/For Contre/Against Abst. 206 512 989 5 919 14 592 Adoptée >99,99 % <0,01 % 111
Slide 112: 20th resolution: Powers to carry out formalities
20TH RESOLUTION POWERS TO CARRY OUT FORMALITIES 20 Dont V.P.C. Pour/For 206 118 471 Contre/ Against 6 195 Abst. 4 561 Pour/For Contre/Against Abst. 206 512 340 6 435 14 725 Adoptée >99,99 % <0,01 % 112
Slide 113: Enrich connections. For good.