Edenred Sa · EURONEXT:EDEN
Edenred Sa — Shareholder Meeting (May 2024)
122 slides from Edenred Sa's shareholder meeting presentation, May 7, 2024
Slide 1: General Meeting May 7, 2024
GENERAL MEETING MAY 7, 2024 Comet Bourse 35, rue Saint-Marc 75002 Paris
Slide 2: The Edenred Sailing Team
Le Team voile Edenred a 2023 f
Slide 3: General Meeting
GENERAL MEETING MAY 7, 2024 Comet Bourse 35, rue Saint-Marc 75002 Paris
Slide 4: The device set up for your general meeting
THE DEVICE SET UP FOR YOUR GENERAL MEETING OUR GENERAL MEETING IS BROADCAST LIVE IN FRENCH AND YOUR DOCUMENTS ARE AVAILABLE ON OUR WEBSITE ENGLISH EDENRED.COM Link available on our Edenred.com The Universal Registration Document website The Integrated Report 4
Slide 5: Sustained, transparent shareholder dialogue in 2023
SUSTAINED, TRANSPARENT SHAREHOLDER DIALOGUE IN 2023 MEETINGS WITH INSTITUTIONAL SHAREHOLDERS SPECIAL ATTENTION PAID TO INDIVIDUAL SHAREHOLDERS More than 1,100 investors met ( +7% vs. 2022) In addition to the General Meeting, more than 380 individual shareholders reached in 2023 in many cities in
Slide 6: Our shareholder base is strongly international
OUR SHAREHOLDER BASE IS STRONGLY INTERNATIONAL FREE FLOAT STANDS AT 99.8% INCLUDING 3.7% INSTITUTIONAL SHAREHOLDERS ARE MOSTLY OF INDIVIDUAL SHAREHOLDERS US- AND UK-BASED 3.7% 0.3% 22% Institutional shareholders United States United Kingdom 18% 44% Individual shareholders France Other Treasury share
Slide 7: Agenda
AGENDA 1. Edenred, the everyday platform for people at work 2. Our Beyond22-25 strategic plan: where do we stand? 3. An enhanced sustainable development strategy 4. Success built around teams in 45 countries and a powerful brand 5. 2023, another record year for Edenred 6. Governance guarantees the G
Slide 8: 2023 Highlights
2023 HIGHLIGHTS FAITS MARQUANTS
Slide 9: 2023 Edenred key figures
2023 EDENRED KEY FIGURES ~ €41bn €2,514m €1,094m €905m Reported change +31% +24% +27% vs. 2022 BALANCED NUTRITION % OF WOMEN AMONG REDUCTION EMPLOYEES EXECUTIVE POSITIONS IN GREENHOUSE GASES AND FOOD WASTE AWARENESS ~ 12 000 37% - 61% 60% 9
Slide 10: A portfolio of more than 60+ million programs
A PORTFOLIO OF MORE THAN 250 PROGRAMS… 1. Contribution to 2023 operating revenue 2. Number of virtual card Benefits & Complementary Engagement Mobility Solutions More than100 programs More than 90 programs More than 60 programs 25%1 12%1 63%1 in 30 countries in 35 countries in 30 countries BENEFITS
Slide 11: 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- ▪ Employee engagement and being payroll efficiency ▪ Simplified mobility experience ▪ Fleet total cost of ownership ENRICH CONNECTIONS. efficiency ▪ Smoother corporate
Slide 12: A state-of-the-art global platform
A STATE-OF-THE-ART GLOBAL PLATFORM… 60m+ 2m+ 1m c. €100bn users merchants clients Payment volume processed 12
Slide 13: Providing high flexibility and connectivity
…PROVIDING HIGH FLEXIBILITY AND CONNECTIVITY Digital experiences Local relevance Business applications Connectivity Digital services Global Scale Infrastructure 13
Slide 14: Sustainable technology investments
SUSTAINABLE TECHNOLOGY INVESTMENTS … Increased tech investments Innovation & operation at scale Tech talents recruited every 800+ year 70% Plateform 2023 Tech spend1 20% Infrastructure ~€480m ~3,6bn Annual API messages 10% Security & Compliance Higher tech developer > 15% productivity through GenAI
Slide 15: Exploit the full potential of data and artificial intelligence
… TO EXPLOIT THE FULL POTENTIAL OF DATA AND ARTIFICIAL INTELLIGENCE Improved internal efficiency, for the benefit Solid fundations of our customers 1 Individual productivity Data practitioners within 200+ Edenred Secured and private version of ChatGPT for all Edenred employees 1 plateform of Rolled
Slide 16: Agenda
AGENDA 1. Edenred, the everyday platform for people at work 2. Our Beyond22-25 strategic plan: where do we stand? 3. An enhanced sustainable development strategy 4. Success built around teams in 45 countries and a powerful brand 5. 2023, another record year for Edenred 6. Governance guarantees the G
Slide 17: Edenred environment undergoing sustainable mutations
EDENRED ENVIRONMENT UNDERGOING SUSTAINABLE MUTATIONS Working world transformations A new era of mobility Increased demand for personalized benefits Fleet demand for greener and manager in Benefits & Engagement for employees smarter mobility Edenred A FULLY INTEGRATED BENEFITS & THE END-TO-END PLATFO
Slide 18: Edenred has a strategic plan: 22-25
To materialize this vision and leverage its platform, Edenred has a strategic plan: 22-25 18
Slide 19: 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 #2. Extend Beyond Accelerate Beyond 10% Food, Fuel and Payment #1. Scale the 30% Core Grow further in underpenetrated core markets 60% 19 % Share of 22-25 operating revenue growth – Oct
Slide 20: Share of Beyond solutions increased in 2023
BEYOND22-25 SHARE OF BEYOND SOLUTIONS INCREASED IN 2023 Share of Operating Revenue Benefits & Engagement Mobility ~31% Beyond Food ~30% Beyond Fuel ~69% Meal & Food ~70% Energy 2023 2023 20
Slide 21: An extended Benefits & Engagement value proposition
BEYOND22-25 AN EXTENDED BENEFITS & ENGAGEMENT VALUE PROPOSITION Distributing additional 3rd party benefits… … and expanding to engagement through M&A Employee Employee Rewards & Well- Benefits management platform Communicati Savings Recognition being ons Edenred benefits 3rd-party benefits 7 countri
Slide 22: An integrated benefits and engagement platform
BEYOND22-25 AN INTEGRATED BENEFITS AND ENGAGEMENT PLATFORM 22
Slide 23: Accelerating Beyond Fuel - an extensive mobility offer
BEYOND22-25 ACCELERATING BEYOND FUEL - AN EXTENSIVE MOBILITY OFFER Scaling Maintenance in Latin America Accelerating Toll in Europe Toll service available in #1 27 countries in Brazil Rolling-out in Launch of UTA One Mexico Next toll device in 2023 Plateforme de mobilité B2B Electric Vehicle chargin
Slide 24: Spirii's acquisition, a European SaaS platform for EV charging
SPIRII’S ACQUISITION, A EUROPEAN SAAS1 PLATFORM DEDICATED TO EV CHARGING SOLUTIONS , a best-in-class asset for EV charging Infrastructure 3rd party hardware reseller partnering with 2019 Founded in Denmark best-in-class technology providers Selected examples 18 European countries covered with operat
Slide 25: An efficient and responsible mobility management
BEYOND22-25 AN EFFICIENT AND RESPONSIBLE MOBILITY MANAGEMENT 25
Slide 26: Extension to new market segments (B2C)
BEYOND22-25 EXTENSION TO NEW MARKET SEGMENTS (B2C) A B2C Toll market in Brazil … …reached through new distribution channels Historic double-digit growth in the B2C toll market x 11x larger than the B2B market, opening significant opportunities Commercial partnership with Nubank in Toll badges in
Slide 27: Beyond22-25 Plan strengthens Edenred financial and extra-financial ambitions
Beyond22-25 Plan strengthens Edenred financial and extra- financial ambitions 27
Slide 28: Beyond22-25 plan ambitions
BEYOND22-25 BEYOND22-25 PLAN AMBITIONS Global Performance Ambition MEDIUM-TERM ANNUAL TARGETS (2022-2025) L/L EBITDA growth >+12% Annual FCF / EBITDA conversion rate1 >70% SBTi3 Net Zero Carbon by 2050 Scope 1, 2, 3A (trajectory +1.5°C ) 1. At constant regulations and methodologies 2. Science Based
Slide 29: On a path to €5bn total revenue by 2030
BEYOND22-25 ON A PATH TO €5BN TOTAL REVENUE BY 2030 5 Edenred’s Total revenue(€bn) External growth opportunity 2,5 2,0 Organic growth on iso scope 1,1 1,0 2010 2015 2022 2023 20301 1. Estimation, at constant exchange rate 29
Slide 30: Agenda
AGENDA 1. Edenred, the everyday platform for people at work 2. Our Beyond22-25 strategic plan: where do we stand? 3. An enhanced sustainable development strategy 4. Success built around teams in 45 countries and a powerful brand 5. 2023, another record year for Edenred 6. Governance guarantees the G
Slide 31: Strengthening a long-standing ESG commitment
STRENGTHENING A LONG-STANDING ESG COMMITMENT EMPLOYER OF CHOICE NET ZERO CARBON BY 2050 TRUSTWORTHY TECH FOR GOOD as Edenred & via Edenred solutions 31
Slide 32: Progression in the ESG field in 2023
PROGRESSION IN THE ESG FIELD IN 2023 …and is recognized by the main rating ESG progresses… agencies CAC40 For the second year in a row 2022 2023 ESG % women among executive positions 33% 37% 2024 member of the Sustainability Yearbook % intensity reduction in scope 1 and 2 greenhouse gas emissions (p
Slide 33: Move for Good product at the center of our mobility strategy
MOVE FOR GOOD PRODUCT AT THE CENTER OF OUR MOBILITY STRATEGY Raise Measure & Reduce awareness Compensate 4,500+ Customers onboarded in Latin America 33
Slide 34: Solutions fostering financial inclusion
SOLUTIONS FOSTERING FINANCIAL INCLUSION 34
Slide 35: Agenda
AGENDA 1. Edenred, the everyday platform for people at work 2. Our Beyond22-25 strategic plan: where do we stand? 3. An enhanced sustainable development strategy 4. Success built around teams in 45 countries and a powerful brand 5. 2023, another record year for Edenred 6. Governance guarantees the G
Slide 36: 12,000 employees from diverse backgrounds
12 000 EMPLOYEES FROM DIVERSE BACKGROUNDS 45 countries 38 : average age 52% women 87 nationalities 36
Slide 37: A corporate culture based on 5 values, serving Edenred's purpose
A CORPORATE CULTURE BASED ON 5 VALUES, SERVING EDENRED’S PURPOSE ENRICH CONNECTIONS. Our purpose FOR GOOD. • Respect • Passion for customers Our Values • Simplicity • Entreprenarial spirit • Imagination Our behaviour • 11 commitments that are part of our approach Dream team 37
Slide 38: Diversity and inclusion, vectors of well-being at Edenred
DIVERSITY AND INCLUSION, VECTORS OF WELL-BEING AT EDENRED Disability inclusion Gender diversity Organization throughout the Group of an Obtained in France in 2023 the First Elisabeth inclusion week dedicated to disability, Moreno Prize, which recognizes the most supplemented by local actions in 12 i
Slide 39: Building of a powerful brand
BUILDING OF A POWERFUL BRAND Brand Brand awareness awareness = 1% = 10% 2017 2018 2023 2024 REBRANDING EDENRED BECOMES A UNIQUE BRAND CAC 40 LISTING 39
Slide 40: A strong e-reputation
A STRONG E-REPUTATION The application benefits from strong recognition from users 4,8/5 Apple Store 4,6/5 Google Play (Android) 40
Slide 41: Our advertisement campaign in France
OUR ADVERTISEMENT CAMPAIGN IN FRANCE 41
Slide 42: An impactful advertising concept
AN IMPACTFUL ADVERTISING CONCEPT 42
Slide 43: Agenda
AGENDA 1. Edenred, the everyday platform for people at work 2. Our Beyond22-25 strategic plan: where do we stand? 3. An enhanced sustainable development strategy 4. Success built around teams in 45 countries and a powerful brand 5. 2023, another record year for Edenred 6. Governance guarantees the G
Slide 44: Strong growth at all levels to reach new heights
STRONG GROWTH AT ALL LEVELS TO REACH NEW HEIGHTS €2,514m €1,094m €905m +23,7% +30,7% +27,3%1 Reportedchangevs. 2022 Reportedchange vs. 2022 Reportedchangevs. 2022 1. Excluding positive one-off effect of €170m from change in regulations in Germany in 2022 44
Slide 45: Robust double-digit organic growth in all business lines
ROBUST DOUBLE-DIGIT ORGANIC GROWTH IN ALL BUSINESS LINES… Benefits & Engagement Mobility Complementary Solutions ▪ Corporate Payment Services % OF 2023 GROUP ▪ Incentive OPERATING REVENUE 63% 25% 12% & Rewards ▪ Public Social Programs €1,449m €577m €285m 2023 LIKE-FOR-LIKE OPERATING +19,5% +16,2% +1
Slide 46: ...and in all geographies
…AND IN ALL GEOGRAPHIES Europe +16.5% like-for-like 62% vs. 2022 Latin America +15.3% like-for-like 29% vs. 2022 Reste du monde +32.9% like-for-like 9% vs. 2022 46
Slide 47: Record-high EBITDA in 2023
RECORD-HIGH EBITDA IN 2023 EBITDA in €m +258 1,094 836 43.5% EBITDA margin 41.2% 2022 2023 +33,9% in Like-for-Like growth 47
Slide 48: Record free cash flow in 2023
RECORD FREE CASH FLOW IN 2023 Free Cash Flow in €m 905 +194 7111 2022 +27%1 2023 of growth EBITDA to FCF conversion 85%1 83% 1. Excluding positive one-off effect of €170m from change in regulation in Germany in 2022. 48
Slide 49: Leverage ratio back to 1.0x
LEVERAGE RATIO BACK TO 1.0X Net Debt in €m 1,851 1,100 307 Dec 31, 2022 Jun 30, 2023 Dec 31, 2023 Net debt to LTM EBITDA (leverage ratio) 0.4x 1.9x 1.0x 49
Slide 50: Capital allocation
CAPITAL ALLOCATION Proposed 2023 dividend1 €1.10 In line with a progressive increasing dividend policy +10% vs. 2022 1.10 1.00 0.90 0.75 2020 2021 2022 2023 1. To be proposed at the General Meeting of May 7th, 2024, with payment fully in cash 50
Slide 51: CAC 40 listing
CAC 40 listing On June 19th 2023 Integration in the Euronext Tech Leaders initiative on June 15th 2023 51
Slide 52: Edenred share price since October 1st, 2015
EDENRED SHARE PRICE SINCE OCTOBER 1ST, 2015 Edenred share x3 since October 2015 45,65€2 +201% Edenred Delta: ~+118pts +83% CAC 40 +76% SBF 120 15,15€1 1. Edenred stock price on October 1, 2015 2. Edenred stock price on April 24th, 2024 52
Slide 53: Share price change since January 1st, 2023
SHARE PRICE CHANGE SINCE JANUARY 1ST, 2023 Announcement from Mrs. Olivia Grégoire3 of a reflection on the modalities of sustaining Opening of investigation the meal voucher in in Italia France +25% CAC 40 +23% SBF 120 50.88€1 -10% Edenred 45.65€2 1. Edenred stock price on December 31st, 2022 2. Eden
Slide 54: 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 analysts with « Sell » 1 recommendation on Edenred Average price target at €63 Data as of April 29, 2024. This data r
Slide 55: Review of our compliance approach
Review of our compliance approach 55
Slide 56: Italian case: where do we stand?
ITALIAN CASE: WHERE DO WE STAND? What happened? • May 2021:x 4 lots (out of 15) won by Edenred Italy as part of Consip 9 public tender, for a Business Volume of c.€600m xxxxxxxxx for 2 to 3 years • Sept. 2021: Tender’s award challenged by a competitor, Repas (est. market share of 5%), before the adm
Slide 57: What was in place before February 2024?
WHAT WAS IN PLACE BEFORE FEBRUARY 2024? Worldwide • Whistleblowing system on many dimensions (e.g. Anticorruption, Antitrust and competition law, Anti Money Laundering) • Mandatory trainings on Business ethics and Compliance (e.g. Anticorruption, Antitrust and competition law, Anti Money Laundering,
Slide 58: What did we put in place since February 2024?
WHAT DID WE PUT IN PLACE SINCE FEBRUARY 2024? New tender procedure • Group-wide framework prepared with the assistance of a world-leading audit firm – ongoing Q2 2024 • Deployment in all Edenred business units – Q2 2024 New process overview • Each public and private contract is assessed using a risk
Slide 59: Q1 2024 revenue
Q1 2024 revenue 59
Slide 60: Q1 2024 marks the 8th quarter in a row with organic growth above 20%
Q1 2024 MARKS THE 8TH QUARTER IN A ROW WITH ORGANIC GROWTH ABOVE 20% Total revenue in €m +120 685 5651 T1 2023 T1 2024 proforma +20.5% like-for-like growth1 1. Based on adjusted 2023 figures that reflect the reclassification to operating expenses of customer rebates in Brazil, recognized as a decrea
Slide 61: Edenred keeps on capturing sustainable and profitable growth opportunities
EDENRED KEEPS ON CAPTURING SUSTAINABLE AND PROFITABLE GROWTH OPPORTUNITIES Meeting the growing needs arising from a changing working world and the 1 advent of a new era of mobility Further penetrating its core markets notably in the SME segment, while 2 reinforcing its leadership through bolt-on acq
Slide 62: Further sustainable and profitable growth in 2024 and beyond
FURTHER SUSTAINABLE AND PROFITABLE GROWTH IN 2024 AND BEYOND >+12% Beyond22-25 Like-for-like growth targets confirmed for 2024 >70% EBITDA to FCF conversion rate1 62 1. A réglementations et méthodologies constantes
Slide 63: Agenda
AGENDA 1. Edenred, the everyday platform for people at work 2. Our Beyond22-25 strategic plan: where do we stand? 3. An enhanced sustainable development strategy 4. Success built around teams in 45 countries and a powerful brand 5. 2023, another record year for Edenred 6. Governance guarantees the G
Slide 64: The Board of Directors
The Board of Directors Bertrand Dumazy Chairman and Chief Executive Officer 64
Slide 65: Corporate governance principles in compliance with the 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, App
Slide 66: Composition of the Board of Directors
COMPOSITION OF THE BOARD OF DIRECTORS 90% OF MEMBERS ARE QUALIFIED AS INDEPENDENT DIRECTORS* Cédric Nathalie Sylvia Appert Balla* Coutinho* Employee-representative Chair of New R Country Head of UBS director Group Brazil Ratification of the co-option Elected in 2023 for 4 years proposed at the 2024
Slide 67: Director skills matrix
DIRECTOR SKILLS MATRIX (EXCLUDING THE CHAIRMAN & CEO) A COMBINATION COVERING ALL THE GROUP'S BUSINESS ACTIVITIES 67
Slide 68: Renewal proposed in 2024: Dominique D'Hinnin
RENEWAL PROPOSED IN 2024 DOMINIQUE D'HINNIN (4TH RESOLUTION - PAGE 364 OF THE 2023 URD) Lead Independent Director and Vice-Chairman of the Board of Directors Nationality: French Age: 64 First appointed: June 8, 2017 Re-appointed: May 7, 2020 Current term ends: 2024 General Meeting Directorships in o
Slide 69: Ratification of the co-option proposed in 2024: Nathalie Balla
RATIFICATION OF THE CO-OPTION PROPOSED IN 2024 NATHALIE BALLA (5TH RESOLUTION – PAGES 364-365 OF THE 2023 URD) Independent Director Nationality: French Age: 56 First appointed: October 16, 2023 Re-appointed: N/A Current term ends: 2025 Annual General Meeting (initial end of Françoise Gri's term of o
Slide 70: Selection process for directors
SELECTION PROCESS FOR DIRECTORS 70
Slide 71: 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 72: 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 52% women and 48% men Within the management bodies, the proportion of women was 37% in 2023, versus 21% in 201
Slide 73: Matters addressed by the Board in 2023
MATTERS ADDRESSED BY THE BOARD IN 2023 Specific matters Recurring matters addressed in 2023 Approval of the publication of the 2023 full-year Acquisition of Reward Gateway and GOintegro and interim financial statements, 2024 budget Implementation of CSRD regulations Group's strategic goals
Slide 74: Communication between the Board of Directors 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 75: 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 76: Assessment of the Board of Directors' 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 • exchanges described as open and authentic,
Slide 77: Committees of the Board of Directors
COMMITTEES OF THE BOARD OF DIRECTORS Compensation, Audit and Risks Appointments and CSR Commitments Committee Committee Committee Bernardo Dominique Jean-Romain Sanchez D’Hinnin Lhomme Incera Chairman Chairman Chairman Dominique Graziella Monica Sylvia Angeles Cédric Appert1 Maëlle Philippe D’Hinnin
Slide 78: Audit and Risks Committee
Audit and Risks Committee Bernardo Sanchez Incera Chairman of the Audit and Risks Committee 78
Slide 79: Audit and Risks Committee: independence, meetings, attendance
Bernardo Dominique Graziella Monica Sanchez Incera D’Hinnin Gavezotti1 Mondardini PROPORTION OF NUMBER OF MEETINGS ATTENDANCE RATE INDEPENDENT DIRECTORS IN 2023 IN 2023 100%2 4 94% 1. Employee-representative director. 2. The employee-representative director is not taken into account for this calcula
Slide 80: Duties and work of the committee in 2023
DUTIES AND WORK OF THE COMMITTEE IN 2023 AN EFFECTIVE RISK MANAGEMENT SYSTEM REVIEWED ANNUALLY Main duties Main work in 2023 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 81: Presentation of the ethics, compliance and internal control system
PRESENTATION OF THE ETHICS, COMPLIANCE AND INTERNAL CONTROL SYSTEM Strengthening measures to Monitored risks and Training for all employees on prevent money laundering associated action plans key compliance issues and combat fraud Updated risk map and action plans Compulsory trainings on , Upd
Slide 82: 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 82
Slide 83: Proportion of independent directors, number of meetings
Dominique Sylvia Angeles D’Hinnin Coutinho Garcia-Poveda PROPORTION OF NUMBER OF MEETINGS ATTENDANCE RATE INDEPENDENT DIRECTORS IN 2023 IN 2023 100% 4 100% 83
Slide 84: Duties and work of the committee in 2023
DUTIES AND WORK OF THE COMMITTEE IN 2023 Main duties Main work in 2023 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’ required
Slide 85: Compensation policy for the Chairman and CEO (1/2)
COMPENSATION POLICY FOR THE CHAIRMAN AND CEO (1/2) EX ANTE VOTE (6TH RESOLUTION – PAGES 315-322 OF THE 2023 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 li
Slide 86: Compensation policy for the Chairman and CEO (2/2)
COMPENSATION POLICY FOR THE CHAIRMAN AND CEO (2/2) EX ANTE VOTE (6TH RESOLUTION – PAGES 315-322 OF THE 2023 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) 82% Long-term linke
Slide 87: Bertrand Dumazy's compensation for 2023
BERTRAND DUMAZY’S COMPENSATION FOR 2023 EX POST VOTE (10TH RESOLUTION – PAGES 330-332 OF THE 2023 URD) Gross annual fixed compensation €1,030,000 Gross annual variable compensation €1,849,880 Long-term Compensation compliant with the compensation compensation policy approved by the 2023 General Meet
Slide 88: Aligning the Chairman and CEO's compensation with employees and performance
ALIGNING THE CHAIRMAN AND CEO’S COMPENSATION WITH EMPLOYEE COMPENSATION AND EDENRED’S PERFORMANCE 2019 2022 2023 Ratio of Chairman and Chief Executive Scope: Edenred SE Officer's compensation to mean employee 26 31 32 compensation Scope: Ratio of Chairman and Chief Executive Edenred in France Office
Slide 89: Compensation of directors
COMPENSATION OF DIRECTORS EX POST AND EX ANTE VOTES Compensation policy 2023 compensation Ex ante vote Ex post vote (7th and 8th resolutions – pages 315-317 of the 2023 URD) (9th resolution – pages 322-323 of the 2023 URD) Principles compliant with the recommendations of the Compensation compliant w
Slide 90: Agenda
AGENDA 1. Edenred, the everyday platform for people at work 2. Our Beyond22-25 strategic plan: where do we stand? 3. An enhanced sustainable development strategy 4. Success built around teams in 45 countries and a powerful brand 5. 2023, another record year for Edenred 6. Governance guarantees the G
Slide 91: Statutory Auditors' reports year ended December 31, 2023
STATUTORY AUDITORS' REPORTS YEAR ENDED DECEMBER 31, 2023 GUILLAUME CRUNELLE GENERAL MEETING OF SHAREHOLDERS - MAY 7, 2024
Slide 92: Opinion on the financial statements
STATUTORY AUDITORS' REPORTS OPINION ON THE COMPANY'S FINANCIAL STATEMENTS AND THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2023 1ST AND 2ND RESOLUTIONS • In our opinion, the Company's financial statements and the consolidated financial statements give a true and fa
Slide 93: Other reports and statements
Statutory Auditors' reports Other reports and statements • Report on related party agreements – 11 resolution th - We have not been notified of any new or previously approved agreements whose implementation continued during the year ended December 31, 2023 to be submitted to the Annual General Meeti
Slide 94: Agenda
AGENDA 1. Edenred, the everyday platform for people at work 2. Our Beyond22-25 strategic plan: where do we stand? 3. An enhanced sustainable development strategy 4. Success built around teams in 45 countries and a powerful brand 5. 2023, another record year for Edenred 6. Governance guarantees the G
Slide 95: Questions & Answers
QUESTIONS & ANSWERS
Slide 96: Agenda
AGENDA 1. Edenred, the everyday platform for people at work 2. Our Beyond22-25 strategic plan: where do we stand? 3. An enhanced sustainable development strategy 4. Success built around teams in 45 countries and a powerful brand 5. 2023, another record year for Edenred 6. Governance guarantees the G
Slide 97: 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 97
Slide 98: 1st resolution
1ST RESOLUTION APPROVAL OF THE COMPANY’S FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2023 1 Dont V.P.C. Pour/For 218 156 453 Contre/ Against 12 168 Abst. 253 728 Pour/For Contre/Against Abst. 218 380 199 12 314 261 764 Adoptée >99,99 % <0,01 % 98
Slide 99: 2nd resolution
2ND RESOLUTION APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2023 2 Dont V.P.C. Pour/For 218 054 938 Contre/ Against 113 683 Abst. 253 728 Pour/For Contre/Against Abst. 218 279 937 113 939 260 401 Adoptée 99,95 % 0,05 % 99
Slide 100: 3rd resolution
3RD RESOLUTION APPROPRIATION OF PROFIT FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2023, AND SETTING OF THE DIVIDEND 3 Dont V.P.C. Pour/For 214 988 552 Contre/ Against 3 432 639 Abst. 1 158 Pour/For Contre/Against Abst. 215 212 679 3 436 360 5 238 Adoptée 98,43 % 1,57 % 100
Slide 101: 4th resolution
4TH RESOLUTION RENEWAL OF MR. DOMINIQUE D’HINNIN AS A DIRECTOR 4 Dont V.P.C. Pour/For 168 367 303 Contre/ Against 49 854 998 Abst. 200 048 Pour/For Contre/Against Abst. 168 588 591 49 862 045 203 641 Adoptée 77,17 % 22,83 % 101
Slide 102: 5th resolution
5TH RESOLUTION RATIFICATION OF THE CO-OPTION OF MRS. NATHALIE BALLA AS A DIRECTOR 5 Dont V.P.C. Pour/For 218 157 431 Contre/ Against 64 796 Abst. 200 122 Pour/For Contre/Against Abst. 218 381 307 68 307 204 663 Adoptée 102
Slide 103: 6th resolution
6TH RESOLUTION APPROVAL OF THE COMPENSATION POLICY FOR THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER 6 Dont V.P.C. Pour/For 143 359 110 Contre/ Against 74 986 472 Abst. 76 767 Pour/For Contre/Against Abst. 143 451 190 74 995 745 81 688 Adoptée 65,67 % 34,33 % 103
Slide 104: 7th resolution
7TH RESOLUTION APPROVAL OF THE COMPENSATION POLICY FOR THE MEMBERS OF THE BOARD OF DIRECTORS (EXCLUDING THE CHAIRMAN AND CEO) 7 Dont V.P.C. Pour/For 216 250 806 Contre/ Against 2 094 941 Abst. 75 002 Pour/For Contre/Against Abst. 216 283 566 2 108 544 78 771 Adoptée 99,03 % 0,97 % 104
Slide 105: 8th resolution
8TH RESOLUTION APPROVAL OF THE ANNUAL AGGREGATE FIXED AMOUNT ALLOCATED TO DIRECTORS AS COMPENSATION FOR THEIR DUTIES 8 Dont V.P.C. Pour/For 214 998 691 Contre/ Against 3 352 994 Abst. 69 064 Pour/For Contre/Against Abst. 215 034 350 3 363 449 73 082 Adoptée 98,46 % 1,54 % 105
Slide 106: 9th resolution
9TH RESOLUTION APPROVAL OF THE REPORT ON CORPORATE OFFICERS' 2023 COMPENSATION (GLOBAL EX POST) 9 Dont V.P.C. Pour/For 199 822 513 Contre/ Against 17 652 099 Abst. 946 137 Pour/For Contre/Against Abst. 199 859 014 17 658 361 953 506 Adoptée 91,88 % 8,12 % 106
Slide 107: 10th resolution
10TH RESOLUTION APPROVAL OF THE 2023 COMPENSATION COMPONENTS FOR BERTRAND DUMAZY (SPECIFIC EX POST) 10 Dont V.P.C. Pour/For 152 325 806 Contre/ Against 65 152 482 Abst. 944 061 Pour/For Contre/Against Abst. 152 418 349 65 158 400 951 874 Adoptée 70,05 % 29,95 % 107
Slide 108: 11th resolution
11TH RESOLUTION APPROVAL OF THE STATUTORY AUDITORS’ SPECIAL REPORT ON RELATED-PARTY AGREEMENTS 11 Dont V.P.C. Pour/For 218 411 442 Contre/ Against 2 081 Abst. 8 826 Pour/For Contre/Against Abst. 218 635 809 4 457 14 011 Adoptée 108
Slide 109: 12th resolution
12TH RESOLUTION RENEWAL OF DELOITTE & ASSOCIÉS AS STATUTORY AUDITOR FOR AUDIT OF THE FINANCIAL STATEMENTS 12 Dont V.P.C. Pour/For 216 114 710 Contre/ Against 2 300 262 Abst. 7 377 Pour/For Contre/Against Abst. 216 212 901 2 303 502 12 220 Adoptée 98,95 % 1,05 % 109
Slide 110: 13th resolution
13TH RESOLUTION APPOINTMENT OF DELOITTE & ASSOCIÉS AS STATUTORY AUDITOR FOR CERTIFICATION OF SUSTAINABILITY REPORTING 13 Dont V.P.C. Pour/For 216 198 956 Contre/ Against 1 847 998 Abst. 375 395 Pour/For Contre/Against Abst. 216 296 585 1 851 295 380 743 Adoptée 99,15 % 0,85 % 110
Slide 111: 14th resolution
14TH RESOLUTION APPOINTMENT OF ERNST & YOUNG AUDIT AS STATUTORY AUDITOR FOR CERTIFICATION OF SUSTAINABILITY REPORTING 14 Dont V.P.C. Pour/For 216 972 069 Contre/ Against 1 069 646 Abst. 380 634 Pour/For Contre/Against Abst. 217 069 912 1 070 513 388 198 Adoptée 99,51 % 0,49 % 111
Slide 112: 15th resolution
15TH RESOLUTION AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS TO TRADE IN THE COMPANY'S SHARES 15 Dont V.P.C. Pour/For 217 672 524 Contre/ Against 695 203 Abst. 54 622 Pour/For Contre/Against Abst. 217 894 285 700 666 59 326 Adoptée 99,68 % 0,32 % 112
Slide 113: 16th resolution
16TH RESOLUTION AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS TO REDUCE THE COMPANY'S SHARE CAPITAL BY CANCELING SHARES 16 Dont V.P.C. Pour/For 217 871 545 Contre/ Against 546 259 Abst. 4 545 Pour/For Contre/Against Abst. 218 095 953 549 548 8 776 Adoptée 99,75 % 0,25 % 113
Slide 114: 17th resolution
17TH RESOLUTION DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL, WITH PRE-EMPTIVE SUBSCRIPTION RIGHTS 17 Dont V.P.C. Pour/For 212 136 371 Contre/ Against 6 275 844 Abst. 10 134 Pour/For Contre/Against Abst. 212 360 136 6 276 235 17 906 Adoptée 97,13 % 2,87 % 1
Slide 115: 18th resolution
18TH RESOLUTION DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL, WITHOUT PRE-EMPTIVE SUBSCRIPTION RIGHTS, 18 BY A PUBLIC OFFER Dont V.P.C. Pour/For 215 541 954 Contre/ Against 2 869 050 Abst. 11 345 Pour/For Contre/Against Abst. 215 752 973 2 884 825 16 479 Ad
Slide 116: 19th resolution
19TH RESOLUTION DELEGATION OF AUTHORITY GRANTED TO THE BOARD TO INCREASE THE SHARE CAPITAL, WITHOUT PRE-EMPTIVE SUBSCRIPTION RIGHTS, BY AN OFFER 19 ADDRESSED EXCLUSIVELY TO A RESTRICTED CIRCLE OF INVESTORS Dont V.P.C. Pour/For 209 554 435 Contre/ Against 8 857 106 Abst. 10 808 Pour/For Contre/Agains
Slide 117: 20th resolution
20TH RESOLUTION AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE AMOUNT OF ISSUANCES WITH OR WITHOUT PRE-EMPTIVE SUBSCRIPTION 20 RIGHTS (GREENSHOE) Dont V.P.C. Pour/For 197 779 788 Contre/ Against 20 000 012 Abst. 642 549 Pour/For Contre/Against Abst. 197 973 763 20 032 871 647 643 Ad
Slide 118: 21st resolution
21ST RESOLUTION DELEGATION OF POWERS GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL, WITHOUT PRE-EMPTIVE SUBSCRIPTION RIGHTS, 21 AS CONSIDERATION FOR CONTRIBUTIONS IN KIND MADE TO THE COMPANY Dont V.P.C. Pour/For 214 615 680 Contre/ Against 3 797 600 Abst. 9 069 Pour/For Contre/Agai
Slide 119: 22nd resolution
22ND RESOLUTION DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL THROUGH CAPITALIZATION OF RESERVES, 22 PROFITS, PREMIUMS OR OTHER ELIGIBLE ITEMS Dont V.P.C. Pour/For 218 114 234 Contre/ Against 299 603 Abst. 8 512 Pour/For Contre/Against Abst. 218 340 554 300
Slide 120: 23rd resolution
23RD RESOLUTION DELEGATION OF AUTHORITY GRANTED TO THE BOARD TO INCREASE THE SHARE CAPITAL, WITHOUT PRE-EMPTIVE SUBSCRIPTION RIGHTS, THROUGH AN 23 ISSUANCE RESERVED FOR MEMBERS OF A COMPANY SAVINGS PLAN Dont V.P.C. Pour/For 216 876 812 Contre/ Against 1 537 728 Abst. 7 809 Pour/For Contre/Against Ab
Slide 121: 24th resolution
24TH RESOLUTION POWERS TO CARRY OUT FORMALITIES 24 Dont V.P.C. Pour/For 218 408 355 Contre/ Against 6 076 Abst. 7 918 Pour/For Contre/Against Abst. 218 634 946 6 256 13 075 Adoptée >99,99 % <0,01 % 121
Slide 122: Enrich connections. For good.
Enrich connections. FOr QOOd