Edenred Sa · EURONEXT:EDEN

Edenred Sa — Shareholder Meeting (May 2013)

95 slides from Edenred Sa's shareholder meeting presentation, May 24, 2013

  1. Slide 1: Shareholders' Meeting May 24, 2013

    VERSION 07/05 Shareholders’ Assemblée Meeting May 24, 2013

  2. Slide 2: Introduction

    Introduction Jacques STERN Chairman & Chief Executive Officer 2

  3. Slide 3: Edenred Key Data in 2012

    Edenred Key Data in 2012 40 countries 4 types of €16.7 billion of solutions issue volume 6,000 employees employee benefits EBIT of €367 million 38 million beneficiaries expense management €282 million in FFO 610,000 companies and public incentive & rewards sector clients public social programs 1.3 m

  4. Slide 4: Our solutions

    Our solutions BtoB • Innovative solutions to • Easy-to-use solutions companies that want to transparently and to make their cost-effectively employees’ lives manage business easier in a number of expenses incurred by areas including food, employees, in such transportation, areas as fleet healthcare

  5. Slide 5: The Group's ambition

    The Group’s ambition World leader in B2B prepaid services To be the referent for our customers, in order to generate strong and sustainable growth 5

  6. Slide 6: A three-step strategy

    A three-step strategy Invent 2016  New growth territories Invent 2016 Conquer 2012  Organic growth strategy deployed via the launch of new solutions and geographic expansion  Issue volume target: 6% to 14% like-for-like growth  Shift to digital strategy  Objective of generating over 50% of digi

  7. Slide 7: The keys to implementing the strategy

    The keys to implementing the strategy 7

  8. Slide 8: Robust performance in past years – targets achieved

    Robust performance in past 3 years – targets achieved In € billions +9.7% +10.1% +10.0% 16.7 15.2 13.9 Issue volume target (1): Issue volume 6% to 14% like-for-like growth 2010 2011 2012 In € millions +13.4% +20.8% +15.1% 282 257 213 Funds from FFO target: over 10% like-for-like operations (FFO) gro

  9. Slide 9: Financial policy since 2010

    Financial policy since 2010 Balanced allocation of free cash flow Percent of FCF, 2010-2012  Payment of dividends 54%  Repayment of debt 30%  Financing of targeted acquisitions 16% Focus on shareholder value policy  Increase the amount of the €0.82 €0.70 dividend on a recurring basis: €0.50 up 1

  10. Slide 10: Our vision

    Our vision Strong, sustainable growth to open opportunities for all of our Customers 10

  11. Slide 11: The work of the Board of Directors in 2012

    The work of the Board of Directors in 2012 Jacques STERN Chairman & Chief Executive Officer Gabriele GALATERI DI GENOLA Chairman of the Compensation and Appointments Committee 11

  12. Slide 12: Board of Directors

    Board of Directors Jacques Stern (2) Philippe Citerne* (1) Jean Paul Bailly* (3) Chairman and Chief Non-executive Chairman of Chairman of the French Executive Officer of Accor Group Post Office (Groupe Edenred La Poste) Sébastien Bazin (2) Anne Bouverot* (1) Gabriele Galateri Françoise Gri* (1) Prin

  13. Slide 13: 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  Ensures that requests from shareholders not represented on the Board are answered, rece

  14. Slide 14: Committees of the Board

    3 Committees of the Board Audit and Risks Committee Chairman Philippe Citerne* 4 members, including 3 independent directors Compensation and Appointments Committee Chairman Gabriele Galateri di Genola * 4 members, including 3 independent directors Commitments Committee Chairman Sébastien Bazin 4 mem

  15. Slide 15: Members and Role of the Audit and Risks Committee

    Members and Role of the Audit and Risks Committee Committee members Philippe Citerne * Non-executive Chairman of Accor Group Jean-Paul Bailly * Anne Bouverot * Nadra Moussalem Chairman of the French Director General of GSMA, Principal of Colony Post Office the international Capital Europe (Groupe La

  16. Slide 16: Work of the Audit and Risks Committee in 2012

    Work of the Audit and Risks Committee in 2012 Committee Meetings  Three meetings in 2012  87% attendance rate Work of the Committee in 2012  Review of the annual financial statements of the Company, the interim and annual consolidated financial statements and the annual budget  Review of legal a

  17. Slide 17: Members and Role of the Commitments Committee

    Members and Role of the Commitments Committee Committee members Sébastien Bazin Principal, Managing Director Europe of Colony Capital Jean-Paul Bailly * Roberto Lima* Bertrand Meheut* Chairman of the French Managing Partner of Grau Gestão de Chairman of the Canal+ Post Office Ativos and director of

  18. Slide 18: Work of the Commitments Committee in 2012

    Work of the Commitments Committee in 2012 Committee Meetings  Two meetings in 2012  100% attendance rate Work of the Committee in 2012  Review of the way the acquisitions process is organized  Review of the latest acquisition projects 18

  19. Slide 19: Members and Role of the Compensation and Appointments Committee

    Members and Role of the Compensation and Appointments Committee Committee members Gabriele Galateri di Genola * Chairman of Assicurazioni Generali S.p.A. Sébastien Bazin Philippe Citerne * Françoise Gri * Principal, Managing Non-executive Chairman of Chief Executive Officer of the Director Europe of

  20. Slide 20: Work of the Compensation and Appointments Committee in 2012

    Work of the Compensation and Appointments Committee in 2012 Committee Meetings  Four meetings in 2012  90% attendance rate Work of the Committee in 2012  Proposals and decisions concerning the Chairman and Chief Executive Officer’s compensation  Opinion on the management incentive plan  Opinion

  21. Slide 21: Chairman and Chief Executive Officer's compensation

    Chairman and Chief Executive Officer’s compensation Compensation paid to Jacques Stern Stock options and performance shares for 2010, 2011 and 2012 granted to Jacques Stern in 2010, 2011 and 2012 In €K 2000 350 Thousand 1800 Stock options 300 1600 1400 250 Performance shares 1200 200 1000 Bonus 800

  22. Slide 22: 2012 Results

    2012 Results Loïc JENOUVRIER Chief Financial Officer in charge of Legal Affairs 22

  23. Slide 23: Income Statement – Key Figures

    Income Statement – Key Figures Change Change In € millions 2011 2012 reported L/L(1) Issue volume 15,188 16,657 +9.7% +10.1% Operating revenue 940 976 +3.7% +7.7% Financial revenue 92 91 -0.7% +3.2% Total revenue 1,032 1,067 +3.3% +7.3% Total EBIT 355 367 +3.3% +8.7% Operating profit before tax and

  24. Slide 24: 2012 Issue Volume by Type of Solution

    2012 Issue Volume by Type of Solution B2B B2G EMPLOYEE BENEFITS PUBLIC EXPENSE INCENTIVE & SOCIAL TOTAL MEAL AND QUALITY OF MANAGEMENT REWARDS PROGRAMMES FOOD LIFE Issue volume 12,897 1,302 1,666 602 190 16,657 (in € millions) As a % of IV 77% 8% 10% 4% 1% 100% L/L change +9.3% +5.5% +24.4% +10.1% +

  25. Slide 25: 2012 Issue Volume by Region

    2012 Issue Volume by Region 40 countries(1) Emerging countries 61% of issue volume (2) +18.9% L/L Growth Developed countries 39% of issue volume +2.4% L/L Growth Strong momentum in emerging markets which represent 61% of Edenred’s business Resilient developed markets in a tough economic environment

  26. Slide 26: Contribution of Growth Drivers to 2012 Issue Volume

    Contribution of Growth Drivers to 2012 Issue Volume New geographies 2012 organic issue 10.1%  Targeted contribution of 1% to 2% from 2015 volume growth =  3 new countries opened: Finland (2011), Japan (2012), Colombia (2013) Enter new 4 0.0% New solutions geographies +1.4% L/L growth in 2012  Tic

  27. Slide 27: 2012 Revenue: €1,067m

    2012 Revenue: €1,067m Revenue generation Client fees 1.0% + Merchant Client Merchant fees fees: 3.5% fees: 1.0% 3.5% + Lost/Expired 0.5% Breakage: 0.5% = Merchants Clients Operating 1.3 million 610,000 revenue/IV (1) Financial revenue: 5.0% 0.5% + Financial revenue Beneficiaries 0.5% 38 million = To

  28. Slide 28: 2012 Revenue: €1,067m

    2012 Revenue: €1,067m Change Change In € millions reported L/L 2011 2012 Operating revenue with issue volume 782 838 +7.1% +9.0% Operating revenue without issue volume 158 138 -12.8% +1.0% Total operating revenue 940 976 +3.7% +7.7% Financial revenue 92 91 -0.7% +3.2% Total revenue 1,032 1,067 +3.3%

  29. Slide 29: 2012 EBIT: €367m

    2012 EBIT: €367m Change Change In € millions reported L/L 2011 2012 Total revenue 1,032 1,067 +3.3% +7.3% Operating EBIT 263 276 +4.7% +10.6% Financial EBIT 92 91 -0.7% +3.2% Total EBIT 355 367 +3.3% +8.7% EBIT performance by region  Latin America, €243m: very strong performance, with EBIT up +20.1

  30. Slide 30: 2012 Net Profit

    2012 Net Profit In € millions 2011 2012 EBIT 355 367 Net financial expense (40) (36) Operating profit before tax and non-recurring items 315 331 Non-recurring income and expenses, net (7) (25) Income tax expense (103) (103) Minority interests (11) (20) Net profit, Group share 194(1) 183 Recurring ne

  31. Slide 31: Cash Flows

    Cash Flows In € millions 2011 2012 Funds From Operations 257 282 ((Increase)/decrease in working capital 140 107 (Increase)/decrease in restricted cash (56) (19) Recurring capex (35) (40) Free Cash Flow 306 330 Development capex (34) (76) Proceeds from disposals of assets 47 7 Dividends paid (124) (

  32. Slide 32: Financial Policy and 2012 Recommended Dividend

    Financial Policy and Dividend Financial Policy  Balanced use of free cash flow between return for shareholders, gross debt repayment and targeted acquisitions, while maintaining a sound financial position (strong investment grade rating(1))  Long-term shareholder policy: recurring increase of divi

  33. Slide 33: 2012 Financial Performance

    2012 Financial Performance Strong operating performance Sound financial position Issue volume ► +10.1% L/L, in line with group target of 6% to 14% ► A net cash position of €85m at 2012 year-end ► €367m, in line with the EBIT target of €355-375m ► Strong investment grade rating(1) maintained ► +13.4%

  34. Slide 34: Share Performance

    Share Performance Loïc JENOUVRIER Chief Financial Officer in charge of Legal Affairs 34

  35. Slide 35: The Edenred share versus SBF120 index

    The Edenred share versus SBF120 index (from July 2nd 2010 to May 15 2012) 220 200 Edenred +101% 180 160 140 SBF120 120 +23% 100 80 H2 2010 2011 2012 2013 Edenred +36% +7% +23% +12% SBF 120 +15% -16% +17% +10% Edenred share on July 2nd 2010: opening price of €13 35

  36. Slide 36: The Edenred share versus peers

    The Edenred share versus peers (from July 2nd 2010 to May 15 2012) 275 Expense management 255 + 166 % 235 Edenred 215 +101% 195 HR services 175 providers + 65 % 155 135 Sodexo + 44 % 115 95 BtoC Prepaid -2% 75 55 Edenred Sodexo BtoC Prepaid Prépayé BtoC Expense Gestion management des Frais Professio

  37. Slide 37: Edenred Ownership Structure

    Edenred Ownership Structure Edenred ownership structure Geographic breakdown on March 6, 2013 of institutional shareholder base 5,2% 4% 11,3% Institutional 11% Etats-Unis United States shareholdres 35% Royaume-Uni United Kingdom Colony * 17% France France Europe continentale Individual shareholders

  38. Slide 38: "Conquer 2012" Strategy

    “Conquer 2012” Strategy Gilles COCCOLI Executive Vice President, Strategy and Development 38

  39. Slide 39: Conquer 2012: A Successful Step

    Conquer 2012: A Successful Step Invent 2016 2016 Invent Conquer 2012 • Organic Growth Strategy: accelerate new solution  and new country development  28 new solutions launched out of the objective of 26(1) 2012 Conquer  3 countries opened out of the objective of 6 to 8(2)  Shift to digital strat

  40. Slide 40: Ramp-up of Two Organic Growth Drivers

    Inventer 2016 Conquérir 2012 Réussir 2010 Ramp-up of Two Organic Growth Drivers Titre du document - date - Arial regular 8pts 40

  41. Slide 41: New Solutions

    New Solutions Employee Benefits Expense Management Incentive & Reward End-2010 69 programs End-2010 16 programs End-2010 33 programs 2011 / 2012 +10 2011 / 2012 +8 2011 / 2012 + 10 new programs new programs new programs Brazil Brazil France Germany Brazil Spain Mexico Italy Ramp up of new solutions:

  42. Slide 42: Focus on Ticket Cultura, Brazil

    Focus on Ticket Cultura, Brazil Context Recent favorable new legislation intended to promote employees’ access to culture. Companies: exempt from payroll taxes (~45%). Tax Tax credit for the amount given to employees, capped framework at 1% of the company’s income tax. Employees: exempt from income

  43. Slide 43: Focus on Repom, Brazil

    Focus on Repom, Brazil The “Frete” market  Potential market: ± €25 billion in expenses by independent truckers to deliver their goods  Penetration rate: ± 6%  Favorable new regulations: Use of a “Frete” card is now compulsory for Brazil’s 500,000 independent truckers Key figures – Year-end 2012 

  44. Slide 44: Focus on Ticket Plus Card, Germany

    Focus on Ticket Plus Card, Germany Market data  Description : benefit for basic products like food or fuel, with a maximum face value(1) of €44 per employee per month  2016 expected addressed market : 700,000 beneficiaries 2012 Edenred figures  Launch date: March 2012  Affiliate network: 11,000

  45. Slide 45: Focus on NutriSavings, US

    Focus on NutriSavings, US Back- US companies increasingly want to foster employee ground well-being in order to reduce healthcare costs Principle A new employee benefit solution that promotes balanced nutrition Provide employees with more information about the Objectives nutritional quality of their

  46. Slide 46: New Geographies

    New Geographies 2011 Finland ► Opportunistic expansion ► 2 solutions launched : Ticket Mind & Body® and a meal voucher benefit 2012 Japan ► Strategic expansion 2013 Colombia ► Existing meal voucher solution ► Strategic expansion ► Existing benefits regulation 10 additional countries under review Obj

  47. Slide 47: The Shift to Digital

    Inventer 2016 Conquérir 2012 Réussir 2010 The Shift to Digital Titre du document - date - Arial regular 8pts 47

  48. Slide 48: Shift to Digital by Region

    Shift to Digital by Region Digital issue volume Status at end-2012 Digital issue volume as a % of total issue volume by geography Target 2016 (end-2009) 2012 2011 2009 >70% 51% 41% (end-2012) 30% A significant step forward in the shift to digital in 2012: more than 50% of issue volume is now digital

  49. Slide 49: Focus on Latin America and Europe

    Focus on Latin America and Europe Digital issue volume as a % of total issue volume by geography United Brazil Kingdom Belgium 96% 90% 20%(1) France Mexico 3% 75% Italy 10% Digital shift at an advanced stage in Latin America and well on its way in Europe (1) Number of beneficiaries signed to shift t

  50. Slide 50: Focus on Ticket Kadeos Universel, France

    Focus on Ticket Kadeos Universel, France Profile  A unique solution in France’s incentive and rewards market  A customizable gift card that is valid for three years and usable in an open-loop international network of MasterCard affiliates Ticket Kadeos Universel, a unique universal gift card 50

  51. Slide 51: Example: Ticket Kadeos Universel

    Example: Ticket Kadeos Universel 51

  52. Slide 52: A project for a smartphone-based payment solution in Italy

    A project for a smartphone-based payment solution in Italy Launch of a pilot project in Italy Objective: Create digital meal vouchers using contactless NFC(1) technology Principle: An application that enables beneficiaries to pay their restaurant bills via their smartphone, without any paper or elec

  53. Slide 53: Digital: New Growth Territories

    Digital: New Growth Territories Opening new horizons Improve existing solutions Create new solutions Offer new value-added services to all stakeholders Beneficiaries Affiliates Clients B A C Digital will fuel innovation and future growth opportunities 53

  54. Slide 54: The keys to implementing the strategy

    The keys to implementing the strategy Jeanne RENARD Executive Vice President, Human Resources and Corporate Social Responsibility 54

  55. Slide 55: The keys to implementing the strategy

    The keys to implementing the strategy 55

  56. Slide 56: Complementary approaches for deploying the strategy

    Complementary approaches for deploying the strategy CORPORATE SOCIAL PEOPLE CULTURE RESPONSIBILITY Tailor Human Develop a unique Develop a social Resources corporate culture responsibility policies to the to support commitment that Group’s Edenred’s growth is integrated in development the Group’s da

  57. Slide 57: People: key figures

    People: key figures PEOPLE 6,000 employees worldwide 51% 49% 50% >97% >50% 85% of employees are of employees hold are involved in sales, of employees received under 35 front-line operational customer relations training in 2012 positions and marketing A young, multi-local company that is strategicall

  58. Slide 58: Human Resources: our ambition

    Human Resources: our ambition PEOPLE Head- UK PPS Germany Sweden quarters CzechRep. USA Ambition 100% Turkey Portugal Spain Mexico Venezuela Italy Greece India Brazil Chile Uruguay 52% Employees working in an environment Argentina 2009 0% certified by a quality of work life label (1) Certified count

  59. Slide 59: Corporate Culture: Customer Inside

    Corporate Culture: Customer Inside CORPORATE CULTURE Our Customers recommend Everyone fully focused Edenred Meet the needs of all on Customers, all the our Customers(1) time Do simple things exceptionally well every day Sharing experience Develop differentiated solutions with our Edenred: Customers

  60. Slide 60: Everyday application of Customer Inside: the example of France

    Everyday application of Customer Inside: the example of France CORPORATE CULTURE Ambition Approach 4 priorities for our ABC (2) Close to +1pt A fully engaged organization Relations Needs addressed faster and more efficiently gain in customer satisfaction rating(1) 15 working groups Operational Faste

  61. Slide 61: Social responsibility: the Ideal approach

    Social responsibility: the Ideal approach SOCIAL RESPONSIBILITY GLOBAL LOCAL MANAGEMENT MANAGEMENT Facilitating access to Improving our operating Maintaining long-term healthy food at affordable units’ environmental relationships with local prices performance communities Initiatives to promote healt

  62. Slide 62: Ideal meal: initial projects

    Ideal meal: initial projects SOCIAL RESPONSIBILITY 13 Promoting balanced Promoting the Mediterranean nutrition by using innovative diet communication channels countries involved in a program to promote healthy eating 5.4 million beneficiaries, 130,000 affiliates and 3,000 employees informed worldwid

  63. Slide 63: Example: the Avante project in Brazil

    Example: the Avante project in Brazil SOCIAL RESPONSIBILITY 63

  64. Slide 64: Three approaches to reach our goal

    Three approaches to reach our goal Our goal : Generate sustainable growth The keys to convert the Group's targets into sustainable growth 64

  65. Slide 65: Presentation of the resolutions

    Presentation of the resolutions Philippe RELLAND-BERNARD General Counsel and Secretary of the Board of Directors 65

  66. Slide 66: 1st resolution

    1st resolution Approval of the parent company financial statements for the year ended December 31, 2012  Consolidated net profit: €56,266,225 66

  67. Slide 67: 2nd resolution

    2nd resolution Approval of the consolidated financial statements for the year ended December 31, 2012  Net profit: €183 million 67

  68. Slide 68: 3rd resolution

    3rd resolution Appropriation of profit for the year ended December 31, 2012 and dividend payment Dividend per share up : +17% in 2012 Payout ratio close to 90% in 2012 €82ct €70ct €50ct vs. 78% in 2011 2010 2011 2012(2) (1) Calculated based on recurring net profit after tax. (2) To be recommended at

  69. Slide 69: 4th to 7th resolutions

    4th to 7th resolutions Re-election of Directors for a four-year term  Ms Anne Bouverot  Mr Philippe Citerne  Ms Françoise Gri  Mr Roberto Oliveira de Lima Independent directors, based on the criteria listed in the AFEP-MEDEF corporate governance code Attendance rate at meetings of the Board and

  70. Slide 70: Anne Bouverot

    Anne Bouverot  Director General of GSMA, the international association of mobile network operators  Independent director  Member of the Audit and Risks Committee  Expertise in telecommunications (gained in a variety of executive positions within the Orange and France Telecom groups, and as Direc

  71. Slide 71: Philippe Citerne

    Philippe Citerne  Non-executive Chairman of Accor Group since April 23, 2013  Independent director  Vice-Chairman of the Board, President of the Audit and Risks Committee and member of the Compensation and Appointments Committee  Expertise in Finance (Former Chief Operating Officer of the Sociét

  72. Slide 72: Françoise Gri

    Françoise Gri  Chief Executive Officer of the Pierre & Vacances – Center Parcs Group  Independent director  Member of the Compensation and Appointments Committee  Expertise in information technology and human resources (gained as Chairman and Chief Executive Officer of IBM France then Chairman o

  73. Slide 73: Roberto Oliveira de Lima

    Roberto Oliveira de Lima  Managing Partner of Grau Gestão de Ativos and director of Telefonica Brasil  Independent director  Member of the Commitments Committee  Expertise in information technology, finance and telecommunications (gained in executive positions with Brazil’s Credicard banking gro

  74. Slide 74: 8th resolution

    8th resolution Authorization for the Board of Directors to trade in the Company’s shares  Minimum sale price: €15  Maximum purchase price: €35  No more than 22,589,739 shares, i.e. 10% of total shares outstanding  Sought for a period of 18 months  No share buybacks were carried out in 2012 74

  75. Slide 75: 9th resolution

    9th 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 24 months  No shares were cancelled in 2012 75

  76. Slide 76: 10th resolution – Objectives (1/2)

    10th resolution – Objectives (1/2) Authorization to grant performance shares without pre-emptive subscription rights for existing shareholders Three objectives Incentivize Group Align managers’ managers to interests with Retain key embrace the 2010- those of talents Edenred’s 2016 strategic plan sha

  77. Slide 77: 10th resolution – Key figures (2/2)

    10th resolution – Key figures (2/2) • Maximum of1.5% of the capital may be granted over the next 26 months, of which: • The Chairman and CEO: no more than 8% of the total performance shares granted (ie 1.5% Limits of the capital), equivalent to 0.12% of the capital • The 12 members of the Executive

  78. Slide 78: 11th resolution

    11th resolution Powers to carry out formalities 78

  79. Slide 79: Report of the Audit and Risks Committee

    Report of the Audit and Risks Committee Philippe CITERNE Chairman of the Audit and Risks Committee 79

  80. Slide 80: Reports of the Statutory Auditors

    Reports of the Statutory Auditors David DUPONT NOEL Deloitte & associés Didier KLING Cabinet Didier Kling & Associés 80

  81. Slide 81: Opinion of the Works Council presented to the Annual Meeting

    Opinion of the Works Council presented to the Annual Meeting Philippe RELLAND-BERNARD General Counsel and Secretary of the Board of Directors 81

  82. Slide 82: Works Council opinion dated April 26, 2013

    Works Council opinion dated April 26, 2013 The Works Council is satisfied with the Group’s 2012 results. These results are in line with expectations despite the economic environment in Europe and last year’s steep fall in issue volume in Hungary that was due to a purely political decision. The Group

  83. Slide 83: Q&A

    Q&A Jacques STERN Chairman & Chief Executive Officer Loïc JENOUVRIER Chief Financial Officer in charge of Legal Affairs 83

  84. Slide 84: Vote on the resolutions

    Vote on the resolutions Philippe RELLAND-BERNARD General Counsel and Secretary of the Board of Directors 84

  85. Slide 85: 1st resolution

    1st resolution Approval of the parent company financial statements for the year ended December 31, 2012  Consolidated net profit: €56,266,225 85

  86. Slide 86: 2nd resolution

    2nd resolution Approval of the consolidated financial statements for the year ended December 31, 2012  Net profit: €183 million 86

  87. Slide 87: 3rd resolution

    3rd resolution Appropriation of profit for the year ended December 31, 2012 and dividend payment  Dividend per share: €0.82 87

  88. Slide 88: 4th resolution

    4th resolution Re-election as a Director of Ms Anne Bouverot 88

  89. Slide 89: 5th resolution

    5th resolution Re-election as a Director of Mr Philippe Citerne 89

  90. Slide 90: 6th resolution

    6th resolution Re-election as a Director of Ms Françoise Gri 90

  91. Slide 91: 7th resolution

    7th resolution Re-election as a Director of Mr Roberto Oliveira de Lima 91

  92. Slide 92: 8th resolution

    8th resolution Authorization for the Board of Directors to trade in the Company’s shares  Minimum sale price: €15 - Maximum purchase price: €35  No more than 22,589,739 shares, i.e. 10% of total shares outstanding  Sought for a period of 18 months 92

  93. Slide 93: 9th resolution

    9th 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 24 months 93

  94. Slide 94: 10th resolution

    10th resolution Authorization to grant performance shares without pre- emptive subscription rights for existing shareholders  Maximum number of performance shares that may be granted: 1.5% of the capital  Duration of the authorization: 26 months 94

  95. Slide 95: 11th resolution

    11th resolution Powers to carry out formalities 95

Edenred — Shareholder Meeting (May 2013) on 6ix