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1.1
1.2
1.3
1.4

36
37
38
42

2
3

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2.1
2.2

72
116

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3.1
3.2

154

6

Risk factors
Judicial proceedings, insurance, and regulatoryenvironment
Risk management and internal control systems

161
164

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4.1
4.2

179

4.3

5

Governing and supervisory bodies
Compensation of corporate officers$%&"$%3.3

4

Corporate history
Business
Investment model and business development strategy
Subsidiaries and associated companies

"
5.1
5.2
5.3
5.4

WendelWendel’s subsidiaries, reviewed by an independent
third-party body
Report of one of the Statutory Auditors, appointed
as independent third party

6.2
6.3
6.4
6.5
6.6
6.7
6.8
6.9
6.10
6.11
6.12

8

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8.1
8.2
8.3
8.4

458
461
465
478

9

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232

Analysis of the consolidated financial statements
Analysis of the parent company financial statements
Net asset value (NAV)
Simplified chart as of December 31, 2021

Balance sheet – Statement of consolidated financial
position
Consolidated income statement
Statement of comprehensive income
Statement of changes in shareholders’ equity
Consolidated cash-flow statement
General principles
Notes to the financial statements
Notes on the balance sheet
Notes on the income statement
Notes on changes in cash position
Other notes
Statutory auditors’ report on the consolidated financial
statements

7.1
7.2
7.3
7.4
7.5

9.1
9.2
9.3
9.4

330

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9.5
334
341
343
348

10

350
352
353
354
355
356
357
389
408
413
416
424

Wendel share performance and dividend
Financial communication policy
Information on the share capital
Information on the Company and principal by-laws

Statutory Auditors’ reports
Additional reports
Observations from the Supervisory Board for
the Shareholders’ Meeting
Report of the Executive Board on the resolutions
submitted to the Shareholders’ Meetingof june 16, 2022
Draft resolutions

432
434
435
436
453


484
496
507
508
513

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10.1
10.2
10.3

534
534

10.4



Balance sheet as ofDecember 31, 2021
Income statement
Cash flow statement
Notes to the parent company financial statements
Statutory auditors' report on the financial statements

10.5
10.6
10.7
10.8

Contracts
Transactions with related parties
Significant changes in financial condition or businessstatusExpenses pursuant to Articles 39-4 and 223 quaterof the French Tax CodeSuppliers & customers
Persons responsible for the Universal Registration
Document and the audit of financial statements
Cross-reference tables
Glossary

534
536
536
537
539
545

Universal
registration
document 2021
This Universal registration document contains the entire contentsof the annual financial report and the non-financial performance statement.

ProﬁleThe Wendel Group is a professional shareholder and investor
that fosters sector-leading companies in their long-term
development.
Committed to a long-term relationship, Wendel helps design
and implement ambitious and innovative development
strategies that create signiﬁcant value over time.
This label recognizes the most transparent documents andinformation materials according to the criteria of the classement
annuel de la Transparence (annual Transparency ranking)(https://www.grandsprixtransparence.com).

The French language version of the Universal registration document was ﬁled on April 14, 2022 with the Autorité des Marchés Financiers (AMF),
as competent authority under Regulation (EU) 2017/1129, without prior approval pursuant to Article 9 of the said regulation.
The Universal registration document may be used for the purposes of an offer to the public of securities or admission of securities to trading ona regulated market if completed by a securities note and, if applicable, a summary and any amendments to the Universal registration document.
The whole is approved by the AMF in accordance with Regulation (EU) 2017/1129.
This is a translation into English of the Universel Registration Document of the Company issued in French and it is available on the Wendel’s website.
This is a free translation into English for information purposes only. Only the original French version can be used to support abovementioned
transactions.
 - Universal registration document 2021

1

MISSION— OUR MISSION

Engaging withentrepreneurial
teams to build
sustainableleadingcompanies.

2 W E N D E L - Universal registration document 2021

Wendel is one of Europe’s most prominent listed investment
ﬁrms. We are generally positioned as a specialist in long-term
equity investments and as a majority or leading minority
investor. With a focused portfolio and permanent capital, we
have the means to work with management teams to implement
our strategy as a committed investor over the long term.
With more than three centuries of experience, and a founding
family that continues to play a key role as the controllingshareholder, Wendel consistently carries the values that haveforged its success: Engagement, Excellence and Entrepreneurial
spirit. With their rich and wide-ranging expertise and backgrounds,
our teams provide active and attentive support to the companies
we accompany. Wendel’s goal is to build international and lasting
leaders in growing industries. The value of this approach has been
demonstrated in a number of major strategic and organizational
successes, including Bureau Veritas, Capgemini, Legrand,
bioMérieux, Stallergenes, Editis, Deutsch Group, Stahl andAllied Universal, for example.

W E N D E L - Universal registration document 2021

3

VALUES

Our
valuesThree centuries of experience have forged solid valuesof Excellence, Engagement and Entrepreneurial spirit
at Wendel. The strategic and human successes
that have marked its history attest to these qualities.
Today, the Group’s teams are committed to being
stewards of this heritage.

4 W E N D E L - Universal registration document 2021

Engagement
Engagement means first and foremost having
a strong sense of responsibility towards thecompanies, shareholders, employees and otherstakeholders of Wendel. The Group’s emphasis onbuilding for the long term makes Wendel a special

Excellence

investor. We bring to our investments management
expertise, support of acquisitions and investments,

Wendel has been in existence for over 300 years.

and a consistent focus on innovation and ESG.

This longevity is the result of a culture of excellence,

Wendel also pays particular attention to developing

built on relationships of trust, always in compliancethe employability of its employees.

with high standards. Wendel strives to achieve
this excellence both in its operational and financial
discipline and in its analysis of its investment activity.
As a listed company, Wendel is committed to beinga model for the unlisted companies in its portfolio.

Entrepreneurial spirit
For Wendel, the entrepreneurial spirit is botha state of mind and a behavior that combines courage,
reasoned audacity and responsibility. It is also
a desire to be useful: to employees, companies
and communities.

W E N D E L - Universal registration document 2021

5

BUSINESS MODEL AS OF DECEMBER 31, 2021

MissionValuesResources

Engaging with entrepreneurial
teams to build sustainable leading
companies

Engagement
Excellence
Entrepreneurial spirit

PERMANENTC A P I TA L

Family shareholding

39.3%

Governanceof share capital heldby Wendel-Participations andrelated parties(5) (reference family
shareholder)

S U P E R V I S O R Y B O A R D (1)EXECUTIVE BOARD

12 members,
including 6 members of the Wendel
family and 2 employee representatives

2 members appointed
by the Supervisory Board fora 4-year term

Employee shareholding

COMMITTEES

and hold 1.0% of share capital

40% independent members (2)50% women (3)Audit, Risks andCompliance Committee
Governance andSustainability Committee

Management Committee
Investment and Development
Committee

91% of employees are shareholders
Individual investors

20.4%

Coordination Committeeof share capital heldby nearly 25,000 individuals

ESG Steering Committee(Environment, Social, Governance)

Institutional investors

36.9%

of share capital held,in 32 countries

ESG strategy

Treasury shares

EMPOWERING E XCELLENCE& ENGAGEMENTB U I L D I N G S U S TA I N A B L E
C O M PA N I E S

99% of employees trainedin business ethics

100% of controlled companies
have formalized an ESG roadmap

Carbon footprint assessment andactions to reduce carbon footprint

75% of controlled companies
have committed to defining a carbon
emissions reduction objective
approved by the Science Based
Targets Initiative (SBTi)

Signatory of the France Invest
Parity charter
Employee surveys and initiatives topromote quality of life at work
Skills sponsorship program
42% of female managers

54%(4) of the Group’s consolidated
revenues generated via productswith social and/or environmental
added value

Sponsorships
Launch of the Wendel Cares endowment fund in early 2022
Partnership with Insead since 1996, with the creation of the Wendel International
Center for Family EnterpriseFounding sponsor of the Center Pompidou-Metz since 2010

2.4%
Bond investors
accounting forc. €1.6 billion
of loans

H U M A N C A P I TA L

86
employees located in Paris,
Luxembourg and New York57%
of staff are women

42%of investment team members
are women(1) The composition of the Supervisory Board is as of 12/31/2021. (2) Percentage excluding members representing employees. Beyond the requirements of the Afep-Medef Code.
(3) Percentage excluding members representing employees; including these members, the percentage rises to 58.3%. Beyond the legal requirements and the Afep-Medef Code.
(4) This ratio is based either on the eligibility ratio of the turnover taxonomy (for Stahl) or on other ratios measuring the contribution to environmental or social objectives other than climatechange mitigation and adaptation (environmental objectives currently covered by the EU taxonomy).

6 W E N D E L - Universal registration document 2021

Our investments
Wendel invests its capital, generally as a majority
or lead shareholder, in companies that areleaders in their sectors or have the potential
to become leaders. As it supports these companies,
Wendel promotes responsible, sustainablegrowth for the long term.

Value createdwith and forstakeholders
Measurement of value creation
Nearly €10 billion of gross assets
Nearly €5 billion in market capitalizationB U R E A U V E R I TA S
Certification and verification services
Since 1995

C O N S TA N T I A F L E X I B L E S

Net Asset Value (NAV) of €188.1/share on
12/31/2021, up 20.1% in 2021 and 18.3%
when adjusted for the dividend paid in 2021
Overall yield (dividends re-invested) of 9.9%
per annum since 06/13/2002(7)Flexible packaging
Since 2015

Payment of a stable dividend at €3.00/share,up 3.4%, proposed to the Shareholders’ Meetingon 06/16/2022

CRISIS PREVENTIONI N STIT U TE

More than €5m distributed to nearly
20 associations since 2010

Training services
Since 2019

Support for companies and value sharing

Telecoms infrastructure
Since 2013

Active and ongoing assistance, discussions
on risk taking, sharing of experiences and poolingof financial and technical expertise

S TA H L

Representation on the companies’ boardsof directors and key committees

I H S TO W E RS

Coating layers and surface treatments
for flexible materials
Since 2006

Value sharing at the time of exit with the teamsof portfolio companies, whenever possible

TA R K E T T

Shareholder dialogue

Innovative flooring and sports surface
solutions
Since 2021

Institutional investors: 269 meetings

WENDEL LAB
Investment in innovation
Since 2013

Acquisition completed in 2022

Wendel’s Shareholder Advisory Committee:
3 virtual meetings
Letter to shareholders: 2 letters
Governance roadshows
Independent lead director

Employee development and value sharing
99% of employees trained over the year

ACAMS
Anti-money laundering and financial
crime training and certification services(6)Other assets(treasury, real estate etc.)

Profit-sharing agreement, Group employeesavings plan, collective pension fund
89% of employees were awarded stock
options and/or performance shares
Reimbursement of daycare expenses
Supplemental insurance, contingency benefits(5) In accordance with Article L. 233-10 of the French Commercial Code (Code de commerce), the data include Wendel-Participations SE, its Chairwoman,
Priscilla de Moustier and Société Privée d’Investissement Mobiliers (SPIM). (6) Acquisition finalized on 03/10/2022. (7) The overall yield is as of 12/31/2021.

W E N D E L - Universal registration document 2021

7

OVERVIEW AS OF DECEMBER 31, 2021

NET ASSETVALUE (NAV)GROSSASSETS€188.1318 years

billionper shareof history

CONSOLIDATEDNET SALES

ORDINARY DIVIDEND

Nearly€10€7503.9€3.00
per share(1)More than

40 yearsof investment experience

million+10.2%
organic growthyear-on-year

MARKETCAPITALIZ ATION

Nearly7€586
employees

billionmajor portfolio companies— FINANCIAL CREDIT R ATINGS

Standard & Poor’s

Moody’s

Long-term: BBB
with stable outlook
Short-term: A-2
Since January 25, 2019

Long-term: Baa2
with stable outlook
Short-term: P-2
Since September 5, 2018

— NON-FINANCIAL R ATINGS

Sustainalytics

MSCI

SAM S&P Global

Classified as Negligible Risk.
Top 50 ESG performer in 2021.
No. 1 among its peers of the same
market capitalization level.

AA rating, ranked among industry
leaders.

Inclusion for the second consecutive
year in the Dow Jones Sustainability
Index (DJSI) with a score of 76/100.
Only French Diversified Financials
company ranked in the DJSI’s Europe
and World indices.

V.E

CDP

Score of 43/100.
Ranked 21/101 in the market sector.

Rated B- for the “Climate
Change Management” program.

GAïA RATING
Score of 75/100.

GRANDS PRIX
DE LA TRANSPARENCE
Grand Prix, all categories.

(1) Subject to approval at the Shareholders’ Meeting on 06/16/2022.

8 W E N D E L - Universal registration document 2021

— PORTFOLIO COMPANIES— OFFICES

Bureau Veritas
ACAMS (2)Constantia Flexibles
Crisis Prevention Institute
IHS Towers
Stahl
Tarkett
Wendel Lab

Paris
New York
Luxembourg

SECTORIAL
DIVERSIFICATION (3)ECONOMICEXPOSURE
BY END MARKET (4)42% Business services

22% Consumer goods

25% Asia-Pacific

23% Construction, building and materials

13% Energy

20% North America

13% Packaging

12% Automotive and transportation

18% Rest of Europe

12% Telecom services

12% Other

14% Africa and other

7% Chemicals

11% Telecoms and infrastructure

11% France

1% Training and certification

8% Government,
administration and education

8% Latin America

1% Venture capital

GEOGRAPHICALEXPOSURE
BY END MARKET (4)3% Eastern Europe

6% Healthcare
6% New construction
5% Renovation
4% Industry
Wendel is listed on the Euronext Paris Eurolist.
(2) Acquisition finalized on 03/10/2022. (3) Breakdown of the sum of the revenues of the portfolio companies and Wendel Lab commitments.
(4) Enterprise value exposure of Group companies, according to the breakdown of 2021 revenues. Enterprise values are based on NAV calculations as of 12/31/2021.
Companies included are: Bureau Veritas, Constantia Flexibles, Crisis Prevention Institute, IHS Towers, Stahl and Tarkett.

W E N D E L - Universal registration document 2021

9

HISTORY

1815

1880

A NEW DIMENSION

THE AGE OF STEEL

François de Wendel enters public life

The Thomas process gives birth
to the Lorraine steel industry

François de Wendel acquires
the Moyeuvre steel works. With
the Restoration, the family reclaims
its industrial assets conﬁscated during
the French Revolution and relaunches
its activities. François de Wendel
goes into politics and is elected
member of parliament for La Moselle.

The Thomas process makes it possible
to produce steel from Lorraine ore.
Les Petits-ﬁls de François de Wendel &Cie, a company established in 1871,
and Wendel & Cie, founded in 1880,
rise to the top tier of Europe’s steel
producers.

1704

1859

THE SAGA BEGINSMF ON THE STOCK

Jean-Martin Wendel
acquires the Hayange steel works
Between 1704 and 1870, Jean-Martin
Wendel and his successors leverage
several important innovationsof the Industrial Revolution: ironsmelted with coke, widespread useof blast furnaces and rolling mills,
the development of railways, etc.

MARKET
Marine-Firminy goes publicOriginating from the Compagnie
des Hauts Fourneaux, Forges etAciéries de la Marine et des Cheminsde Fer, Marine-Firminy is listed on thestock market in 1859. Marine-Wendel
purchases Marine-Firminy in 1975
and keeps its stock ticker symbol, MF.

The
and

1948

2010s
2020s

SERVICES, INDUSTRYAND FINANCE

THE POST-WAR PERIOD
The focus is on rebuilding
the country

2002
NEW MOMENTUM

After the destruction of manyof its factories during the Second
World War, the Group recovers andbegins to grow again. The creationof the Sollac production cooperativein 1948, followed by the Solmer
cooperative in 1969, help meetthe growing demand for sheet steel.
In 1975, Wendel produces 72%
of French crude steel.

Diversiﬁcation into
new business sectors
Merger of Marine-Wendel and its
subsidiary CGIP. The entity takes
the name Wendel Investissement,
renamed Wendel in 2007.
The industry approach andthe focus on long-term corporate
development help give Wendel
a strong, clearly-identiﬁed image.

Wendel, one of Europe’s
leading listed investment ﬁrms
For more than three centuries,
the Group has been supported by
the Wendel family, its reference
shareholder. The Group continues
to diversify and invest in companies
strongly focused on international
development. Bold investment choices
notably allowed for the creation of
global leaders specialized in different
sectors such as Deutsch Group,
Legrand, Bureau Veritas or Stahl.

1977
THE ERAOF CHANGE
Diversiﬁcation begins amida deepening economic recession
The Group is reorganized. Its non-steel
assets are brought together in a newentity: Compagnie Générale d’Industrieet de Participations (CGIP).

W E N D E L - Universal registration document 2021

11

2021 HIGHLIGHTSJANUARYFEBRUARY

Harper Mates, a member of the New York

Wendel signs up to the 10 Principles ofoffice, becomes Managing Director andthe United Nations Global Compact,joins the Investment and Development

joining the 12,000 companies worldwide

Committee. Harper also is an employeethat are most actively committed

representative on Wendel’s Supervisory

to human rights, labor rights, environmental

Board. With her appointment, theprotection and the fight against corruption.

percentage of women on the Investment
and Development Committee is 29%.

(1) Rate of indirect ownership of the share capitalof Tarkett SA by Wendel at December 31, 2021,
net of treasury shares and pro forma forthe capitalization of sums temporarily invested
by Wendel in shareholder loans. Interest held
via Tarkett Participation in the context of
the agreement with the Deconinck family.
(2) At December 31, 2021, Wendel held 62,975,396
shares of IHS Holding Limited.

J U LYOCTOBER

Maarten Heijbroek becomes CEO of Stahl.

Wendel wins the Grand Prix de laPreviously President Consumer Care

Transparence 2021, all categories.

at Croda International Plc in the UK,

This recognition, which ranks Wendel

he succeeds Huub van Beijeren who

first among all SBF 120 companies, attests

is retiring after 14 years of contributing

to the quality of its financial communication

to the growth and success of Stahl.

practices and the significant efforts made12 W E N D E L - Universal registration document 2021

in recent years to deploy and present
the Group’s ESG strategy.

MARCH

APRIL

APRIL

Wendel signs an amendment to

Wendel joins forces with the Deconinck

Constantia Flexibles acquires the Turkish

its €750 million undrawn syndicatedfamily to purchase shares in Tarkett

company Propak, a European leader

loan (maturity October 2024)

and support its development. Wendel

in the packaging industry for the snacks(1)

to include ESG performance criteria

invested €222 million in equity to hold 23.4%

market. This acquisition is an importantin line with its roadmap.

of the share capital. The Deconinck familystep in the development of Constantia

retains control of the company. Wendel

Flexibles’ presence in a growing market.

is represented on Tarkett’s Board of Directors
and has governance rights commensuratewith its minority shareholding.

OCTOBEROCTOBERNOVEMBER

IHS Holding Limited ("IHS Towers") is

Announcement of the sale of Wendel’s

Wendel improves its score in the Europe

listed on the New York Stock Exchange

stake in Cromology to DuluxGroupand World Dow Jones Sustainability

under the symbol "IHS" at an initial pricefor an enterprise value of €1,262 million.

Indices (DJSI). The score of 76/100 obtainedof $21 per share. Wendel did not sell any

This transaction generated net cashin the Diversified Financials category is anshares in this transaction and now holds

for Wendel of €896 million, i.e. €358 million

increase of 5 points compared to the 2020

more than its valuation in the NAV

assessment (71/100) and places Wendel

published before the announcement

well above the average for its sector (27/100).

(2)

19.2% of the company’s share capital .

of the transaction, i.e. on June 30, 2021.
W E N D E L - Universal registration document 2021

13

EDITORIAL

Nicolas ver Hulst,
CHAIRMAN OF THE SUPERVISORY BOARD“Wendeltook fulladvantageof theeconomic
reboundin 2021.”

14 W E N D E L - Universal registration document 2021

The world is facing a major crisis with
Russia’s invasion of Ukraine. This is aserious concern, just as are thedisruptions caused by the COVID-19
pandemic which many regions are stilltrying to navigate in early 2022.
Whereas Year 2020 saw the
emergence of COVID-19 over the firstquarter, followed by widespread
lockdowns everywhere, and thedevelopment of a vaccine during thefourth quarter, all of which translated
into an economic recession of 8% in
France and 4% globally, Year 2021 saw
a powerful economic rebound (+7% in
France, +5% globally), despite newvariants of COVID-19 and continued
confinement measures designed toaddress the pandemic.
Against this backdrop, Wendel
remained opportunistic andbenefitted from the refocusing work
carried out over the last four years.
All portfolio companies resumed theirpre-pandemic levels of activity,
including those that experienced
massive slowdowns in the First Half of2020. The disposal of Cromology wasa big success, ending the difficult
history of our investment in Materis on
a positive note.
With a strong cash position andliquidity, Wendel will continue to
implement the 2021-2024 roadmap
that has been agreed between the
Supervisory Board and the Executive
Board, and that calls for redeploying
into new companies. We are delighted
with our new investments in Tarkett,completed over the summer of 2021,
and in ACAMS, announced in January
2022. ACAMS, a US-based training
company, is particularly well
positioned in the growing markets ofanti-money laundering, regulatorycompliance, and implementation of
sanctions, areas that we are familiar
with, because of their adjacencies
with Bureau Veritas and CPI. Other
investments will follow, although wewill remain disciplined in times of
uncertainties, with the war in Ukraine,record inflation levels, rising interest
rates and volatility of financial
markets.
Creating shareholder value is aconstant priority of the Supervisory
Board. The growth in Net Asset Value(NAV), which reached a record of€189.1 at June 30, 2021, was notfollowed by a commensurate increasein Wendel’s stock price. The discountof our stock price to NAV is a mattermonitored closely by the Supervisory
Board, and we are determined toensure that Wendel’s share pricebetter reflects the intrinsic value of
your company. As for the dividend, we
continue to increase it. This year, adividend of €3 per share (+3.4%) will
be proposed to our shareholders at
our next Shareholders’ Meeting.

policy for the Executive Board for the2021-2024 period, which includes ESG
objectives, particularly in climatechange and gender equality. This newcompensation policy is consistent withthe roadmap, encourages newinvestments and promotes sustainable
performance of the Group.
The composition of the Supervisory
Board changed in 2021. First of all, theoffices of Edouard de l’Espée andNicholas Ferguson came to an end,
and we would like to express our
gratitude to them for their remarkable
contribution to the Board. François de
Mitry, a seasoned investment
professional who brings a wealth ofexperience in listed companies, wasappointed to the Supervisory Board.
Priscilla de Moustier, Bénédicte Costeand I were renewed as members of
the Supervisory Board, and I would,
personally, like to take thisopportunity to thank Wendel’sshareholders. The Supervisory Board
has confirmed my role as Chairman,
for which I am also grateful.

As far as governance is concerned,
there is a trend towards corporations
electing to separate Board office fromexecutive functions, a choice we madeback in 2001. The Supervisory Boardand its Committees have done a great
deal of work in this area, and I
commend them for doing so.
In 2021, the Board continued toaddress non-financial issues. In
particular, the Audit Committee
focused on Wendel’s IT improvement
plan and how best to prevent
cyber-attacks on our portfolio
companies. The Governance andSustainable Development Committee
redefined the general compensation

Nicolas ver Hulst,
April 11, 2022

W E N D E L - Universal registration document 2021

15

EDITORIAL

André François-Poncet,
CHAIRMAN OF THE EXECUTIVE BOARD“2021 wasa pivotal
year forWendel.”16 W E N D E L - Universal registration document 2021

While we attempt to manage the effectsof the pandemic, the world is facing
a new major crisis with Russia’s invasionof Ukraine which began on February 24.
Obviously, this has upset major politicaland economic balances.
Soaring energy prices, shortages, logistical
disruptions and inflation are making life
difficult for companies. Currently, Wendel
is minimally exposed to Russia andUkraine, but we remain very focused onunderstanding the potential consequencesof this crisis. Over the coming months,
we will be keeping a close eye on theindirect impacts on our companies’
cost structures, such as the increasein the price of raw materials.
Last year was marked by a vigorous
economic recovery that has put substantial
pressure on companies’ operating costs;
persistent uncertainties on the health front;
and an abundance of liquidity in thefinancial markets resulting in very highvaluations. In this context, Wendel has
sought to strengthen its position bycapitalizing on its competitive advantages.
The very strong growth of our portfolio
companies has enabled them to returnto - and in most cases exceed - their 2019activity levels. Bureau Veritas recorded
remarkable results, in spite of a cyberattack, that contributed to a strong shareprice increase in 2021. CPI and Stahl,
our two portfolio companies that suffered
the most from the lockdowns in 2020,
both experienced strong rebounds
and exceeded their 2019 revenues.
Constantia Flexibles recorded a clear
increase in profitability and its cash
generation. These solid results haveenabled our Net Asset Value (NAV) to reach€189.1 as of June 30, 2021, an all-time high,even though it declined slightly to €188.1
at the end of the year due to the drop
in IHS’ valuation following its IPO. The results
also allow us to propose a dividend of€3.00 per share to the Shareholders’Meeting, an increase of 3.4% over last year.

We also are pleased with the strong
ESG performance of Wendel and its
portfolio companies. As a committed
shareholder, we obviously pay attention
to the “S” and the “G” in ESG, applying
best practices in governance. In thisrespect, the succession plan recently
announced by Bureau Veritas is exemplary,with the recruitment of Hinda Gharbi
to succeed Didier Michaud-Daniel atthe end of a one-year transition period
in June 2023. We have also accelerated
our efforts tenfold on the “E” – theenvironmental impact of the companies
in our portfolio – in order to together
meet the great challenge of our time.
Examples of recognition include therecent naming of Constantia Flexibles
to the CDP’s “A list”, which rewards
Constantia’s long-standing investmentin the circular economy and responsible
packaging, and the excellent non-financial
ratings obtained by Bureau Veritas,
which assists its customers on a
day-to-day basis in meeting challenges
related to safety, the environment,social responsibility, and the qualityof products and services.
In addition to being consistent with ourinvestment philosophy and values, these
initiatives contribute to building a major
competitive advantage in a global economy
increasingly exposed to environmental
and climate risks.
In terms of managing our portfolio,
2021 was a pivotal year for Wendel,
as we completed the process of portfolio
simplification we initiated in 2018,
and began a phase of redeployment of
our share capital. The sale of Cromology
to DuluxGroup was completed in excellent
conditions, validating our decision to
reinvest in the company in 2019 when
it was in difficulty. We also finalized the
public listing of our telecom tower company
IHS on the New York Stock Exchange,
although its stock performance since the
IPO has been well below our expectations.

Our Group is now almost debt-freeand has the strength to implement themore aggressive 2021-24 roadmap set with
the Supervisory Board. A first significant
acquisition was made in 2021 with a minority
investment alongside the Deconinck familyin Tarkett. In early 2022, we also announced
the acquisition of ACAMS, a US company
that provides training in anti-money
laundering and financial crime prevention.
Finally, Wendel Lab, our vehicle dedicatedto investing in growth companies and newtechnologies, is being developed andstrengthened. The experience we havegained by investing in funds allows us
to look further ahead and consider direct
investments in companies that complement
the rest of our portfolio. We will eventually
devote between 5% and 10% of our NAV
to Wendel Lab.
With our two investment teams – in Paris(for Europe) and New York – we intend
to seize new opportunities by maintaining
the utmost discipline in our investment
decisions. We will remain selective,
especially given the current volatility
in the markets related to the ongoingtightening of monetary policies in the faceof surging inflation and geopolitical risks.
To meet these challenges, Wendel relies
first and foremost on its long-standing
values as a long-term investor, a responsible
shareholder and a committed partner.
We are also preparing for the future by
investing in our human resources, the real“lifeblood” of our investment business.
David Darmon and I are fortunate to be
surrounded by an experienced teamthat we continue to strengthen, with therecruitment of proven talent in ourinvestment and corporate teams. I also
would like to thank the Supervisory Boardfor the quality of our discussions andfor their trust.

André François-Poncet,
April 11, 2022

W E N D E L - Universal registration document 2021

17

SUPERVISORY BOARD
The Supervisory Board is composedof 12 members, including six membersof the Wendel Family and two employee
representatives. Terms are four years.
50%(1) of members are women i.e. above
the 40% target recommended by
the Afep-Medef Code and required by law.
At 40%(2), the percentage of independent
members on the Board also exceeds
the Afep-Medef Code requirementof 33.33%.

Nicolas ver Hulst

Gervais Pellissier

Chairman of the Supervisory Board

Vice-Chairman of the Supervisory Board,lead member of the Supervisory Board, memberof the Audit, Risks and Compliance Committee,
independent member

68 YEARS OLD

62 YEARS OLD

Franca Bertagnin Benetton

Bénédicte Coste

Harper Mates

Member of the Audit,
Risks and Compliance Committee,
independent member

Member of the Governanceand Sustainability Committee

Employee representative

39 YEARS OLD

64 YEARS OLD

53 YEARS OLD

The composition of the Supervisory Board is as of 12/31/2021.
(1) Percentage excluding members who are employee
representatives: including them, the percentage
increases to 58.3%. (2) Percentage excluding members
who are employee representatives.

18 W E N D E L - Universal registration document 2021

François de Mitry

Priscilla de Moustier

Member of the Audit,
Risks and Compliance Committee

Member of the Governanceand Sustainability Committee

56 YEARS OLD

69 YEARS OLD

50%
women (excluding members
representing employees)

40%
independent members (excluding
members representing
employees)

Guylaine Saucier

Jacqueline Tammenoms Bakker

Chairwoman of the Audit, Risks andCompliance Committee, member of theGovernance and Sustainability Committee,
independent member
End of mandate at the Shareholders’Meeting of 06/16/2022

Chairwoman of the Governanceand Sustainability Committee, memberof the Audit, Risks and Compliance Committee,
independent member

59 years
average age

68 YEARS OLD

5.6 years

75 YEARS OLD

of service, on average

6 nationalities
American, Canadian, Dutch,
French, Italian, Luxembourgian.

Sophie Tomasi Parise

Thomas de Villeneuve

Member of the Governanceand Sustainability Committee,
employee representative

Member of the Governanceand Sustainability Committee

49 YEARS OLD

43 YEARS OLD

In 20218 scheduled
meetings

98.2%
attendance rate

5 ad hoc
meetings

92.5%
attendance rate

Humbert de Wendel

William D. Torchiana

Member of the Audit,
Risks and Compliance Committee

Appointment proposed to the Shareholders’Meeting of 06/16/2022

65 YEARS OLD

63 YEARS OLD

2 h40
average duration of a meeting
W E N D E L - Universal registration document 2021

19

EXECUTIVE BOARD

André
François-Poncet
GROUP CEOA graduate of HEC and holder of an MBAfrom Harvard Business School,
André François-Poncet was appointedGroup CEO on January 1, 2018. He has
been a Director of Axa since 2016 andthe Vice-Chairman of Bureau Veritas’
Board of Directors since 2018. He worked at
Morgan Stanley (London, New York and Paris)for 16 years and at BC Partners (Paris andLondon) as a Managing Partner, then Senior
Advisor, for 15 years. He was Partner at CIAM
from 2016 to 2017.

David Darmon
GROUP DEPUTY CEODavid Darmon is a graduate of Essec
and holds an MBA from Insead. He joined
the Group in 2005, after working at Apax
Partners and Goldman Sachs, and becamea member of the Executive Board on
September 9, 2019. David has led many
investments for the Group and, in 2013,
created Wendel’s New York office.

— MANDATE OF THE
EXECUTIVE BOARD

April 7, 2021 - April 6, 2025

— THREE EXECUTIVE
VICE-PRESIDENTS

Jérôme Michiels,
Josselin de Roquemaureland Félicie Thion de la Chaume.

20 W E N D E L - Universal registration document 2021

The Executive Board, appointed by the Supervisory Board fora four-year term, comprises two members: André FrançoisPoncet and David Darmon.
The Executive Board makes decisions regarding the Group’s
activities, including deﬁnition and implementation of theinvestment strategy, ﬁnancial situation and internal organization.
It meets at least every two weeks.
It is assisted by four committees: the Management Committee,
which handles operational management, and the Investment
and Development Committee, which studies and recommends
investment projects, selected based on analyses by the investment
team and which monitors the portfolio companies. Based onrecommendations from the Investment and Development
Committee and relevant teams, the Executive Board makes
decisions, which are presented to the Supervisory Board. Thereis also a Coordination Committee, which ensures that informationis shared between teams at Wendel’s various locations, andan ESG Steering Committee is in charge of tracking the ESG
performance of Wendel and its portfolio companies.

W E N D E L - Universal registration document 2021

21

INVESTMENT & DEVELOPMENT COMMITTEE
Composed of the Executive Board,
three Executive Vice-Presidents
and two Managing Directors — the CEOof Wendel Luxembourg being Secretaryand permanent participant —the Investment and Development
Committee meets at least every two
weeks and more frequently if needed,
to work on selecting and developing
the Group’s investments. It examines
plans to acquire and divest assets
and regularly reviews the positionof the main companies within theportfolio and Wendel’s investment policyin order to formulate recommendations
to the decision-making bodies.

André François-Poncet

David Darmon

Jérôme MichielsGroup CEOGroup Deputy CEO

62 YEARS OLD

48 YEARS OLD

4 YEARS OF SERVICE

16 YEARS OF SERVICE

Executive Vice-President, Managing
Director, Chief Financial Officer,
Director of the Wendel Lab

47 YEARS OLD
15 YEARS OF SERVICE

Josselinde Roquemaurel

Félicie
Thion de la Chaume

Executive Vice-President,
Managing Director

Executive Vice-President,
Managing Director

45 YEARS OLD

42 YEARS OLD

4 YEARS OF SERVICE

14 YEARS OF SERVICE

Adam Reinmann
Managing Director,
CEO of Wendel North America

46 YEARS OLD
8 YEARS OF SERVICE

47 years(1)

average age

10 years(1)of service,on average

Harper Mates

Claude de Raismes

Managing Director

Secretary of the Investment
and Development Committee,
CEO of Wendel Luxembourg

39 YEARS OLD
6 YEARS OF SERVICE

38 YEARS OLD
13 YEARS OF SERVICE(1) The calculation does not take
into account Claude de Raismes.

22 W E N D E L - Universal registration document 2021

29%

(1)

women

MANAGEMENT COMMITTEEAt least every two weeks,
the Management Committee brings
together the members of the
Executive Board, the three Executive
Vice-Presidents, the Directorof Sustainable Development andCommunications, the General Counsel,
the Deputy Chief Financial Officer,
the Tax Director and the Directorof Human Resources and General
Resources. It makes day-to-day
decisions regarding the organizationand the Group’s operations, involving,where appropriate, other relevant people.

André François-Poncet

David Darmon

Jérôme MichielsGroup CEOGroup Deputy CEO

62 YEARS OLD

48 YEARS OLD

4 YEARS OF SERVICE

16 YEARS OF SERVICE

Executive Vice-President, Managing
Director, Chief Financial Officer,
Director of the Wendel Lab

47 YEARS OLD
15 YEARS OF SERVICE

Josselinde Roquemaurel

Félicie
Thion de la Chaume

Caroline
Bertin Delacour

Christine
Anglade Pirzadeh

Executive Vice-President,
Managing Director

Executive Vice-President,
Managing Director

General Counsel and Group
Chief Compliance Officer

45 YEARS OLD

42 YEARS OLD

58 YEARS OLD

Director of Sustainable
Development and Communications,
Advisor to the Executive Board

4 YEARS OF SERVICE

14 YEARS OF SERVICE

12 YEARS OF SERVICE

50 YEARS OLD
10 YEARS OF SERVICE

51 years
average age

10 yearsof service,on averageBenoît Drillaud

Peter MeredithAlexina Portal

Deputy CFO

Tax Director

47 YEARS OLD

62 YEARS OLD

Director of Human Resourcesand General Resources

17 YEARS OF SERVICE

9 YEARS OF SERVICE

52 YEARS OLD
2 YEARS OF SERVICE

40%
women

W E N D E L - Universal registration document 2021

23

STRATEGY

Our strategicorientations
2021-2024
Investment in high-quality companies
aiming to further diversify the portfolio
towards more growth.

The Executive Board roadmap for 2021-2024 is focusedon diversifying Wendel’s portfolio with balanced exposure
to listed and unlisted companies by generally deploying
capital towards higher-growth markets, while retaining
a dose of opportunism. Wendel aims at building a portfolioof 7 to 10 companies, with new investments focusedon Western Europe, particularly France, and North
America, and with improving ESG (Environment,
Social, Governance) profiles. Standalone equity
investments should amount from circa €150 million
to €500 million targeting majority, control or large minority
investments. Wendel also contemplates investmentsin small equity growth opportunities.
Wendel will pursue its long-term shareholder approach,with the objective of being a top shareholder with board andcritical committee seats, alongside like-minded partners.
In terms of sectorial approach, Wendel seeks market
leading business or growing sectors with long-term
growth prospects and pricing power.
Wendel generally does not invest in highly cyclicalor capital-intensive assets and looks for companies
with a demonstrated resilience through economic cycles(and during shocks such as the pandemic or armed
conflicts). Attractive sectors meeting those criteria
include technology services and software, businessservices, healthcare and industry. Nevertheless,Wendel remains opportunistic and would contemplatesituations in different industries that otherwise
meet its criteria.

24 W E N D E L - Universal registration document 2021

In the context of the Wendel Lab initiative, Wendel expects
to gain greater exposure to the growth of tomorrow,by making commitments to several high-quality technology
investment funds and by exposing itself directly
to companies with high-growth profiles. This asset classshould eventually represent 5 to 10% of net asset value.
Wendel Lab has multiple objectives. Not only doesit diversify the portfolio by increasing exposure
to high-growth assets, generally with a digital component
or with disruptive business models, but it also improves
its knowledge and that of its companies about
technological innovations that could impact or enhancetheir value creation profiles.
As part of its ESG commitment and recent roadmap
published in 2020, Wendel will consider investing in assetsthat have a positive impact on society in a broad sense.

— 2024 TARGET PORTFOLIO:
7 TO 10 CORE INVESTMENTS

Percentageof netasset value

Listed equity

Target averageannualreturn profile

Above c.7%
Balanced %Private equity
buyoutAbove c.10%

Private equity(Wendel Lab(1):growth equity,
venture capital)

c.10% to 15%(above 25%
in direct
investments)c. 5 to 10%(1) Including funds.

W E N D E L - Universal registration document 2021

25

ESG

Empowering
excellence andengagement
to build sustainable
companies

Wendel has long been convincedthat environmental, social andgovernance (ESG) standards
are drivers of sustainable growth.

Driven by a three-hundred-year-old cultureof excellence, engagement and entrepreneurship,
we are committed to doing our utmost in this regard,
and continually support talented management teams
around the world to build tomorrow’s sustainablebusinesses, leaders in their respective segments.
We are convinced that taking ESG criteria into accountin our investment activity is not only necessary
to address the societal challenges of our time,it also allows for value creation in the short,medium and long term.

Our strategy rests on two pillars

PILLAR 1

PILLAR 2

Empowering excellenceand engagement within Wendel

Building sustainable leaders within theportfolio

Upholding the highest governance,
ethics, environmental and operational
management standards.

Investing to support the prosperity
and transformation of companies that respectsociety and the environment.

Foster employability, inclusion, wellbeing
and engagement through concrete actions.

In an exemplary approach, Wendel has undertaken
important commitments in order to ensurethat its internal activities conform to its own
values and to the ESG objectives defined within
its portfolio companies.

26 W E N D E L - Universal registration document 2021

ESG performance is anchored in Wendel’s stateof mind and its permanent capital, as well as the stabilityof its shareholding structure which provide it the time
and the possibility to develop and transformwith care the companies it invests in.

Our 4 priorities as a responsible
company and as an investor

Wendel incorporates sustainability
issues throughout the investment cycle

PRIOR TO THE INVESTMENTEQUITY AND DIVERSITY
A better gender mix in the workforce.

Screening of
the investment
target throughthe exclusion list.

ESG duediligence.

MITIGATING CLIMATE CHANGE
Implementation of actions to reinforce
eco-efficiency and environmental management.
HOLDING PERIODH E A LT H A N D S A FE T Y
OF EMPLOYEES AND CONSUMERS
Adoption of a continuous improvement
approach to health and safety in the workplace.

Formalizationof an ESG roadmap.
The Board of the portfolio
company approves
the ESG roadmap
and tracks yearly progress.

EXIT
SUSTAINABLE AND/OR
ECO-DESIGNED PRODUCTS
AND SERVICES
Offering customers and end-users
value-added products and services
with added environmental and/or social value.

ESG integrated
into the vendor
due diligence.

Value sharing withthe teams wheneverpossible.

Wendel’s extra-financial ratings p. 8

Wendel works towards the following
Sustainable Development Goals (SDGs):

W E N D E L - Universal registration document 2021

27

RISK MANAGEMENT

Risk management
and internal
control systems

The risk management
and internal control systemsof the Wendel Group are organized
into three lines of defense
and accountability.

1st line. Members of the investment
and corporate teams implement controls
and identify risks at the operational level.
Reports to

2nd line. The managers of corporate functions
deﬁne processes and deploy the procedures
and tools needed to control these risks.
They regularly ensure that risks are monitored
and that controls are properly implemented.

SUPERVISORY BOARD
and its committees
Reports toReports to

3rd line. The Internal Audit Department conducts
an assessment independent of the system
and issues recommendations for improvement.
The investment and corporate teams reportto the Executive Board. Internal Audit reports
to the Audit, Risks and Compliance Committee.

Informs

EXECUTIVE BOARD
Reports to

1st line

2nd line

3rd line

Investment
and corporate
teams

Corporate functions(risk management
and compliance)

Internal Audit

Audit

Within its portfolio, Wendel relies on the audit committeesof its portfolio companies to promote the deployment of similarsystems, based on the three lines of defense principle.

28 W E N D E L - Universal registration document 2021

Map of risks deemed mostsigniﬁcant by Wendel

RI S K FACTO RSASSESSMENTO P E R AT I O N A L
AND BUSINESS RISKS
Geographical exposure and asset concentrationHigh

Robustness of portfolio
companies’ business models

High

Due diligence on potential
investments and divestments

MediumEstimated value of portfolio companies

MediumFINANCIAL RISKS

Equity risk

High

EXTERNAL RISKS

Legislative and regulatory changes

MediumCovid-19 pandemic

Low

Risks linked to the conflict in Ukraine(1)

The risk factors are classiﬁed in four categories(risks related to Wendel’s operations and business,ﬁnancial risks, external risks, risks related
to governance). Risks are ranked within theirrespective categories by reverse order of importanceaccording to their likelihood of occurrence andestimated impact and having factored in mitigation
measures. The summary table opposite is intended
to present an overview of these risks according
to their net impact, based on whether
they are considered by Wendel to be high,medium or low risk (decreasing order).
The risk factors presented here are those that are
specific to the Company and/or its marketablesecurities which could have a material net effect on
the business operations, financial position or future
performance of the Company or of the companies
that were fully consolidated during the financial year
ended and as of the date of this Universal Registration
Document. This map is not intended to provide
a full list of all of the Group’s risk factors.

RI S KS RE L AT E D TO G OV E RN A N C E

Presence of a majority shareholder

Low(1) In relation to the conflict in Ukraine, and due to the current highlevel of uncertainty and the impossibility at this stage to precisely
assess the impacts, especially indirect ones, a specifi c risk factor
is presented, but its net impact has not been assessed.

W E N D E L - Universal registration document 2021

29

A CONCENTRATED, YET DIVERSIFIED, INVESTMENT PORTFOLIO

(1)

35.5%

98%

60.8%

96.3%

stake
Certificationand verification services

stakeAnti-money launderingand financial crime training
and certification services

stakeFlexible packaging

stakeTraining services

2021 sales: €1,603.4 million
No. 2 in Europe
No. 3 worldwide
8,551 employees
37 production sites in 16 countries

2021 sales: $104.3 million
No. 1 worldwide
More than 10,000 customers
311 employees
37,000 Certified Instructorsthat train over 1.4 million
people annually
Offices in 3 countries, trainings
offered in 17 countries

2021 sales: €4,989.1 million
No. 2 in the worldc. 80,000 employees
Present in 140 countries
400,000 customers
More than 1,600 offi ces andlaboratories
Amount invested:€397.3 million since 1995

2021 sales: $83 million(2)No. 1 worldwidec. 285 employees
Present in 175 jurisdictions
Over 90,000 members
Amount invested:$338 million since 2022

Amount invested:€565 million since 2015

Amount invested:$569 million since 2019

Amounts invested and percentage of share capital held by the Wendel Group are stated as of 12/31/2021, except for ACAMS whose acquisition was finalized on 03/10/2022.
If co-investment conditions are realized, there could be a dilutive effect on Wendel’s percentage ownership. See section 6.7 “Notes to the financial statements”, note 6-3 “Impact of co-investment
mechanisms for Wendel” of the 2021 Universal Registration Document. All information regarding the competitive positioning and market shares of our subsidiaries and associates,
as well as certain financial information, derives from the companies themselves and has not been verified by Wendel.
(1) Acquisition finalized on 03/10/2022. (2) Sales as of end-September 2021. Non-audited US GAAP figures. (3) Number of towers as of 12/31/2022, pro forma for the acquisition of 5,709 towers in South Africa,and of 2,115 towers in Brazil. (4) Percentage of Tarkett SA’s capital held indirectly by Wendel at December 31, 2021, net of treasury shares and pro forma for the capitalization of amounts temporarily invested
by Wendel in shareholder loans. Interest held via Tarkett Participation in concert with the Deconinck family.

30 W E N D E L - Universal registration document 2021

19.2%

67.8%

23.4%

stake
Telecoms infrastructure

stake
Coating layers
and surface treatments
for flexible materials

stake(4)Innovative flooringand sports surface solutions

2021 sales: $1,579.7 million
No. 1 in Africa
No. 3 among independent
multi-national operators(3)in the worldc. 2,000 employees
Present in 11 countries
38,867 towers(3)2021 sales: €831.3 million
No. 1 worldwidec. 1,800 employees
Present in 22 countries
37 laboratories
and 11 production sites

Amount invested:$830 million since 2013

Amount invested:€221 million since 2006

2021 sales: €2,792.1 million
No. 3 worldwidec. 12,000 employees
34 industrial sites
25 laboratories and 8 recycling
centresAmount invested:€222 million since 2021

Wendel Lab
The Wendel Lab’s mission
is to enable the Group to gain
exposure to tomorrow’s
growth by investing ininnovative, high-growthcompanies; by developing
intelligence and expertiseon disruptive technologicaland digital trends; and by
developing an ecosystem
of innovative partners
to create synergies withportfolio companies.
Targeted investments
Funds and funds of funds,
co-investments and direct
investments in high growthcompanies
Amount invested€115 million committed
in 2021 and an additional€21 million in early 2022
Investment objective
5 to 10% of Wendel’s NAVby the end of 2024

W E N D E L - Universal registration document 2021

31

KEY FIGURES FOR THE PAST THREE FISCAL YEARSC O N S O L I DAT E D N E T S A L E S

N E T A S S E T VALUE ( N AV )In millions of euros

In euros per share as of 12/31

2019

8,110
6,832(1)

2020

159.1

2020

7,504(1)

2021

166.3

2019

188.1

2021

NET INCOMETOTA L G RO S S A S S E T S U N D E R M A N A G E M E N T

In millions of euros

In millions of euros as of 12/31

2019
626
400

2019

9,044

42%

45%

13%

2020
2020

-231
-264

8,662

42%

46%

2021
1,047

2021

Group share

1,376

10,03855%

37%

Listed assets
Unlisted assets
Total cash and cash
equivalents Group share and financial investments

Total

DIVIDEND

LO A N TO VA LU E ( LT V ) R AT I O

Ordinary dividend, in euros per share

In percentage as of 12/31

2019

12%

€2.80

2019

6.0
6.2

2020

€2.90

2020

2021

€3.00(2)2021

4.3(3)(1) In accordance with IFRS 5, the contribution of Cromology has been reclassifi ed as "Net income from discontinued operations". Comparable sales for the 12 months of 2020 represent €6,831.6m,
compared with €7,459.2m published in 2020. The difference (€627.6m) corresponds to revenues from Cromology, classifi ed as an asset held for sale. (2) Subject to approval by the Shareholders’Meeting of 06/16/2022. (3) LTV ratio of 10.3% at December 31, 2021. Pro forma of the sale of Cromology and the ACAMS transaction, the LTV ratio would be 4.3% at December 31, 2021.

32 W E N D E L - Universal registration document 2021

8%

EXTRA-FINANCIAL KEY FIGURESESG APPROACHC L I M AT E

- 100% of portfolio companies have an ESG roadmap- 75% of the Group’s controlled companies havean EcoVadis medal- 75% of the Group’s controlled companies
have committed to defining a carbon
emissions reduction objective approved by
the Sciences Based Targets Initiative (SBTi)- 400 tCO2e of GHG emissions offset by Wendel
in 2021 (tons of CO2 eq)- 100% of the Group’s controlled companies haveconducted an analysis of the climate risks and opportunities
to which they are exposed- 100% of controlled companies have defined a target
for reducing their emissions

EQUITY AND DIVERSITYS U STA I N A B L E A N D/O R E C O - D E S I G N E D
PRODUCTS AND SERVICES

Controlled companies
committed to gender parity

Women on the boardsof controlled companies

Consolidated Group revenues

2020

2020

2020

80%

23%

2021

2021
100%

2021

26%

Women inthe investment team

Women in management
positions in portfolio
companies

2020

2020
37%
42%

54%

• 52% of Bureau Veritas’ sales are generated by its GreenLine products and services(1)• 55% of Constantia Flexibles’ sales are generated
by its recyclable packaging products(2)• 57% of Stahl’s sales are generated throughwater-based coating solutions, which have a smaller
carbon footprint than conventional solutions• 100% of CPI’s sales are generated throughtraining programs designed to reduce violent
behavior and improve personal safety.

24%
2021

2021

28%

23%

H E A LT H A N D S A F E T Y O F E M P L O Y E E S
AND CONSUMERS(1) Bureau Veritas’ Green Line is a line of services and solutions
dedicated to Corporate Social Responsibility (CSR).
(2) Estimated share of Constantia Flexibles’ sales in 2020.
Ratios relating to the recyclability of Constantia Flexibles’ solutions
are only available for the previous year (2020).

Severity rate of work-related accidents
2020
0.03
2021
0.04
Average frequency rate of work-related accidents
2020
2021

1.08
1.14

W E N D E L - Universal registration document 2021

33

34  - Universal registration document 2021

1
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1.3.2
1.3.3
1.3.4

Engaged partneringwith entrepreneurial teams
Principles defining our role
as long-term shareholder
Constructing a balanced portfolio
Strategic orientations 2021-2024

38
38
39
40

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!" %
1.4.1
1.4.2
1.4.3
1.4.4
1.4.5
1.4.6
1.4.7
1.4.8
1.4.9
1.4.10

Bureau Veritas
Stahl
IHS Towers
Constantia Flexibles
Crisis Prevention InstituteTarkett
ACAMS
Wendel Lab
Cromology
Other portfolio information

42
47
50
53
57
60
64
66
68
69

 - Universal registration document 202135

1

=:@;#=0>09?,?4:9
Corporate history :=;:=,?034>?:=DThe Wendel Group was founded in the Lorraine region in 1704. For
270 years, it developed its business in diverse industrial activities,
notably within the steel industry, before focusing on long-term
investing.
A central force in the development of the French steel industry, theWendel Group diversified at the end of the 1970s. Today theGroup is dedicated to the success of leading businesses in a variety
of sectors (tests, inspection and certification – chemicals and highperformance and decorative coatings – business services – telecom
infrastructure – packaging – training).
From 1704 to 1870, the Group took advantage of the major
inventions that spurred on the expansion of its iron and steel
activities: coke iron, widespread use of blast furnaces and rollingmills, the development of railroads…
In the 20th century, hard hit by two world wars that ravaged the
Lorraine production facilities, the Group recovered and began togrow again. The creation of the Sollac production cooperatives in
1948, followed by Solmer in 1969, helped meet the growing
demand for sheet steel. In 1975, the Group produced 72% ofFrench crude steel.
In 1974, the sudden rise in oil prices led to a widespread economiccrisis. The French steel industry experienced a serious downturn.
Fixed steel prices and investment in modernization pushed theindustry toward financial ruin.

36  - Universal registration document 2021

In 1975, Marine-Wendel was created when the Wendel Group took
over the holding company Marine-Firminy. The coexistence of theGroup’s steel industry assets (Sacilor, Forges and Aciéries de
Dilling, etc.) alongside its diversified activities (Carnaud, Forges deGueugnon, Oranje-Nassau, Cimenteries de l’Est, several
mechanical engineering companies, etc.) came to an end during
the European steel crisis of 1977, and the Group was broken up
into two entities. By transferring all of its non-steel industry assets in
November 1977, Marine-Wendel created Compagnie Générale
d’Industrie et de Participations (CGIP), in which it retained only a
20% equity interest.
In June 2002, Marine-Wendel and CGIP merged and the new entity
took the name of WENDEL Investissement. The industry approachand focus of our management teams on long-term corporate
development has helped give our Group a strategic clarity. Thissolid positioning, as a professional shareholder that approaches
investments an industrial point of view, prompted us to propose, at
the June 4, 2007 Annual Meeting, that the legal name of theCompany be simplified from “WENDEL Investissement” to“Wendel”, so as to emphasize our long-term industrial values
anchored in our centuries-old history. In addition to its historicbases in Paris and Luxembourg, Wendel has an office in New Yorkto develop its portfolio in its preferred geographical regions ofEurope and North America.

=:@;#=0>09?,?4:9
Business1 @>490>>
Wendel is one of Europe’s leading investment companies in termsof size, with over €10 billion in gross assets at December 31, 2021.
It invests in leading companies and in companies with the potential
to become leaders. Wendel is both a shareholder and an active
partner. It supports the management of the companies in which it
invests, gives them responsibility and works with them over time toachieve ambitious sustainable growth and shareholder value
objectives. Wendel is differentiated by the facts that it is along-term investor with permanent capital, a double Investment
Grade credit rating, and access to the capital markets. It is
supported and controlled by Wendel-Participations, a stable family
shareholder structure with more than 315 years of history inindustry and more than 40 years of investment experience.
The current investment team is composed of approximately 20
experienced professionals. The team members have varied andcomplementary profiles and include former consultants, company
executives, investment bankers and operations managers from a
broad array of industrial and service sectors. This allows us tocapitalize on their experience and the network of contacts they
have developed during their professional careers. The team thus
has both sector knowledge and recognized financial expertise. Its
objective is to foster the emergence of companies that are leadersin their sector and to accompany their development in the medium
or long term, particularly by encouraging innovation, the best ESG
practices, and boosting productivity. Investment opportunities are
systematically referred to a team which examines each case, inparticular by looking at the enterprise’s growth prospects. These
investment opportunities are then reviewed by a diverse andcollegial Investment Committee, composed of experienced
Managing Directors, including the Chief Financial Officer and thetwo members of the Executive Board, before being approved by
the Boards of Wendel Luxembourg and Wendel SE. If Wendel goesahead with the transaction, the team that examined the opportunity
then carries out its execution.

Global competitive landscape in 2021
As a professional investor, Wendel may face competition in its
acquisitions, including private equity funds, sovereign wealth funds,
pension funds, family groups and industry players. All of these

entities are active in the controlling stake investment universe(except for industry players) and they number in the thousands,
typically focusing on medium-term investment horizons of 3 to
5 years – unlike Wendel, which generally takes a long-term
approach – and make use of leverage.
Wendel’s permanent capital sets it apart from private equity
players, allowing it to conduct a long-term investment policy, withno maturity constraints. In recent years, new competitors (sovereign
funds, pension funds and investment funds) have emerged, also
targeting longer-term investments, and a trend towards more
substantial deals.
The year 2021 was marked by a very strong rebound in investment
activity in terms of both the number and value of transactions after
a pause of several months in 2020 due to the COVID-19 crisis andits economic impact. In 2021, stiff competition for the most
attractive assets continued to favor sellers over funds looking toplace their investors’ capital. The abundance of capital to invest andthe strong performance of most stock markets continued to pushup acquisition multiples in unlisted assets to record levels and,often, well above public markets’ valuations. At the same time, thedebt markets remained generally open, allowing purchasers to takeadvantage of historically low interest rates and increase averagedebt leverage for acquisitions.
No global data are available on the investment activities of all of themarket participants mentioned above. However, in 2021, private
equity funds, for which annual statistics are published, continued torealize the value of their portfolios value, with record capital exits
totaling $957 billion (double that of 2020), driven by risingvaluations. All exit routes were used, particularly the IPO and sales
to strategic investors. Despite growing market volatility, private
equity has continued to produce rates of return above thoseoffered by most other asset classes. Over the years, due to the risein valuations, Wendel has focused increasingly on smaller
companies as well as consider positions in which it shares control.
Despite their different models and portfolio composition strategies,
Wendel is often compared to Eurazeo, Exor, Peugeot Invest,
Investor AB, Onex, Ratos AB, Kinnevik AB, Industrivarden AB, HAL
Trust, Ackermans & van Haaren, Sofina, GBL and 3i Group.

 - Universal registration document 202137

1

=:@;#=0>09?,?4:9
Investment model and business development strategy 9A0>?809?8:/07,9/-@>490>>
/0A07:;809?>?=,?02DWendel’s approach consists of selecting leading companies, both
listed and unlisted, making long-term investments and helping todefine ambitious strategies, while implementing a clear, explicit
shareholder approach, together with the management. To
successfully execute its long-term investment strategy, Wendel
leverages several strengths: a stable family shareholder base,permanent capital, a robust balance sheet, and a portfolio ofcompanies that lends the Group a very broad geographical andsectoral view. Since 1977, Wendel’s international investment teams,
have applied their experience and expertise in investments in agreat number of successful companies, including Capgemini,
Bureau Veritas, BioMérieux, Reynolds, Stallergenes, Wheelabrator,
Valeo, Afflelou, Editis, Legrand, Stahl, Deutsch and Allied Universal.

 92,20/;,=?90=492B4?3F09?=0;=090@=4,7?0,8>
Wendel’s investment and sustainable development strategy isbased on close interaction with the managers of the companies inwhich it invests. This partnership is central to the creation of value.
Wendel provides constant and active support, shares risks andcontributes its experience and financial, technical andcommunications expertise. Similarly, Wendel can reinvest andsupport companies when demanded by the economic and financial
conditions or a company’s business development plans.

Wendel is represented on the Boards of Directors and key
committees – audit, governance, sustainable development andstrategy – of its investments, in proportion to its stake. It can thereby
take part in each company's most important decisions without evertaking the place of its management.

 #=49.4;70>/0149492:@==:70,>F7:92?0=8>3,=03:7/0=
Wendel upholds the shareholder’s charter, established in 2009,
which includes five major principles: active involvement in designing and implementing company

 constructive,

transparent and stimulating dialogue withmanagement while constantly questioning ingrained habits andapplying global best practices;

strategies by generally participating on the Boards of Directors
and key committees of the companies in which Wendel isinvested; effective relationships built on trust that recognize the respective

 firm, long-term commitments to our partner companies bylong-term partner who does not hesitate to make a financial
commitment during challenging times, where justified.

supporting their development, fostering their exposure tostrong-growth regions and allocating time and resources to theinnovation cycle;

38  - Universal registration document 2021

roles of shareholders and managers; and a guarantee of shareholder stability and the common cause of a=:@;#=0>09?,?4:9
Investment model and business development strategy

1 :9>?=@.?492,-,7,9.0/;:=?1:74:
First and foremost, Wendel aims to create value by developing
investments over the long term, by actively encouraging its
companies to make investments that drive organic growth andprofitability and by providing support for their acquisitions.
Leveraging its status as an Investment Grade bond issuer, theGroup has the financial means to develop a diversified portfolio ofcompanies and to make new investments, in listed or unlistedcompanies.

Wendel will pursue its long-term shareholder approach, with theobjective to be a significant shareholder with Board and criticalcommittee seats, alongside like-minded partners. Wendel
particularly favors certain circumstances, such as:

 control or joint control immediately or in phases; a need for a long-term, reference shareholder; and opportunities for further reinvestment over time to accompany
organic or external growth.

1.3.3.1 Investment profile
Wendel’s permanent capital enables it to invest for the long term as
the majority or leading shareholder mainly in unlisted companies
that are leaders in their markets, in order to boost their growth anddevelopment.
The Wendel Group has an investment model chiefly focused oncompanies with as many of the following characteristics as possible: companies that embody Wendel’s ESG values and ethics;
 business activities relating to one or more major, long-term
economic trends, enabling Wendel to plan to hold theinvestment over the long term, even going beyond 15 to
20 years in certain cases;

 located in countries that are well known to Wendel: in Europe,
particularly in France and North America (both the United States
and Canada);

 with strong international exposure or an international growthstrategy; ideally

representing an initial investment of between€150 million and €500 million; smaller investments are also
considered directly or indirectly, notably through Wendel Lab;

 led by high-quality, experienced management teams with which
Wendel shares a common vision; among the leaders in their markets;

1.3.3.2 Acquisitions by Group companies
Growth by acquisition is an integral part of the development modelof Wendel Group companies. These companies made 14
acquisitions in 2021 and most of them plan to achieve a portion of
their growth via acquisitions, focusing on small or medium-sizedpurchases, that create the most value. Wendel’s teams assist Group
companies in their search for acquisitions that can create value, in
deploying their external growth strategy, and in arranging therequired financing.

1.3.3.3 An entrepreneurial model
Wendel believes in the efficacy of providing management teams afinancial interest in value creation. This gives the executives apersonal stake in the risks and rewards of these investments.
For listed subsidiaries and associates (Bureau Veritas, IHS Towers,
Tarkett), these mechanisms consist of stock-option and/or bonus
share plans.
For unlisted subsidiaries (Stahl, Constantia Flexibles, CPI, ACAMS,
IHS Towers – when it was unlisted - and Tarkett Participation), theparticipation policy is based on a co-investment mechanism
through which executives may make significant personal
investments alongside Wendel. These systems are described in
section 6.7, note 6-2 of this Universal Registration Document.

 operating in sectors with high barriers to entry;
 soundfundamentals and,predictable cash flows;inparticular,

recurrentand offering high potential for long-term profitable growth, throughboth organic growth and accretive acquisitions.

 - Universal registration document 202139

1

=:@;#=0>09?,?4:9
Investment model and business development strategy %?=,?024.:=409?,?4:9>
1.3.4.1 Investment inhigh-quality companies
aiming to further diversify the portfolio
towards more growth
The Executive Board roadmap by 2024 will focus on diversifying
Wendel’s portfolio with balanced exposure to listed and unlistedcompanies by generally deploying capital towards higher-growthmarkets, while retaining a dose of opportunism. Wendel aims tobuild a portfolio of 7 to 10 companies, with new investments
focused on Western Europe, particularly France, and North
America, as well as on improving ESG profiles. Standalone equity
investments should amount to c. €150 million to €500 million
targeting majority/control/large minority investments in listed or
unlisted companies. Wendel also contemplates investments insmall equity growth opportunities.


capital-intensive assets and looks for companies with ademonstrated resilience through economic cycles (andpandemics). Attractive sectors meeting those criteria include
technology services and software, business services, healthcare
and industrial technology. Nevertheless, Wendel remains
opportunistic and would contemplate investments in otherindustries that meet its criteria.

 Through the Wendel Lab initiative, Wendel expects to gain
greater exposure to the growth of tomorrow, mainly by making
commitments to several high-quality technology investment
funds. This asset class should eventually represent 5% to 10% of
net asset value. Wendel Lab has a multiple objectives. Not only
does it diversify the portfolio by increasing exposure tohigh-growth assets, generally with a digital component or with
disruptive business models, but also develops the expertise of
its team and that of its assets on technological innovations that
could impact or enhance their value creation profiles.

Wendel will pursue its long-term approach, with the objective to bea significant shareholder with Board and critical committee seats,
alongside like-minded partners.

 As part of its ESG commitment and recent roadmap published in In terms of sectorial approach, Wendel seeks market leading

2020, Wendel will consider assets that have a positive impact onsociety.

business or growing sectors with long-term growth prospects
and pricing power. Wendel generally avoids highly cyclical or

1.3.4.2 2024 target portfolio: 7 to 10 core investments
Listed assets

Balanced%% of Net asset value

Target average annual
return profile

Unlisted Assets

above c.7%(1) Including funds.

40  - Universal registration document 2021

Private Equity(Growth Equity/VC)(1)c. 5 to 10%

above c.10%

c.10 to 15%(above 25% in direct investments)=:@;#=0>09?,?4:9
Investment model and business development strategy

1.3.4.3 Financing strategic guidelines
Wendel expects to maintain available liquidity to enable the Groupto seize attractive opportunities (i.e., can safely make at least a€300 million investment at most times).
Wendel aims to retain a flexible financing structure that canwithstand sudden, severe market shocks.
Finally, in relation to its long-term investor profile Wendel aims toretain its Investment grade credit rating. As of December 31, 2021,
Wendel had a low Loan-To-Value ratio of 10.3%(1). Wendel has
been rated BBB with stable outlook by Standard & Poor’s since
January 25, 2019, and Baa2 with stable outlook by Moody’s since
September 5, 2018.

1.3.4.4 Return to shareholders
Wendel aims to pay a regular and growing dividend year on year.
In addition, Wendel may proceed with share buybacks on an
opportunistic basis and reserves the ability to carry out thesebuybacks, within the limits of its Shareholders’ Meeting and theregulations in force.

1.3.4.5 Development of Group companies
to create value
Wendel will continue to emphasize the long-term growth of its
companies, by actively encouraging them to use their resources tomake investments that drive organic growth and profitability and byproviding support for their external growth operations, theestablishment of the best ESG practices and continuous
improvements in digitization and cybersecurity. Wendel supports
its companies in their operational improvements thanks inparticular to the work of the teams within the Boards of Directors or
Supervisory Boards, as well as the expertise of Wendel’s Operating
Partners.

1

For nearly a decade, Wendel’s Sustainable Development Team andSustainable Development Steering Committee have also been
implementing numerous internal initiatives and constantly
improving transparency and reporting. Over the past year, these
efforts and Wendel’s good reputation have been recognized byexternal extra-financial rating agencies.
On this basis, in 2019, Wendel’s Executive Board and Supervisory
Board expressed their strong desire to further refine Wendel’s ESG
approach as a pillar of strategic development, in line with ourvalues and history. Their vision has been implemented by Wendel
teams at all levels with enthusiasm and commitment.
These teams showed their eagerness to lead by example, and awillingness to cultivate relationships of trust with all our
stakeholders. In 2020, Wendel published its ESG Roadmap 2023,
formalizing its ambitious strategy in this area. 2021 was marked by
the improvement of many ESG parameters and a significant
increase in its extra-financial ratings. (see Chapter 4).
As part of its 2021-2024 roadmap, all these efforts continued.

1.3.4.6 Achievements of the 2021-2024
roadmap
Wendel has already initiated its capital redeployment objectivewith the acquisition of ACAMS, which further improves theportfolio’s growth profile, as step that already was taken in 2019with CPI. In 2021, Wendel entered into a partnership with the
Deconinck family to invest in Tarkett, a world leader in flooring andsports surfaces. The transactions themselves were creative,
illustrating the team’s ability to carry out complex projects as thebuyer of choice. Wendel has also accelerated the development ofWendel Lab’s activities through commitments in funds and has
recruited confirmed professionals with solid experience andexcellent references, in particular to develop direct investments. In
addition, Wendel made significant gains thanks to the turnaroundand disposal of Cromology, which will be recognized in theGroup's results for 2022, and also saw the IPO of IHS Towers, inwhich the Group did not sell any shares.

(1) Pro forma for the disposal of Cromology and the ACAMS transaction, the LTV ratio would be 4.3% at December 31, 2021.

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1

=:@;#=0>09?,?4:9
Subsidiaries and associated companies

 %@->4/4,=40>,9/,>>:.4,?0/.:8;,940>
All information regarding the competitive positioning and market shares of our subsidiaries and associates, as well as certain financial
information, derives from the companies themselves and has not been verified by Wendel. Comments on company activity are after IFRS 16,
unless otherwise stated.

 @=0,@(0=4?,>
Bureau Veritas continues its growth and strengthens its positioning in terms of sustainability services
with the “Green Line”
Bureau Veritas is the world’s second-largest provider of compliance and certification services in the areas of quality, health, safety,
environmental and social responsibility (QHSE-SR). Bureau Veritas is directly and indirectly involved in the field of ESG and in 2020 launched
its "Green Line", enabling its clients and their stakeholders to bring transparency and reliability to their ESG commitments. Bureau Veritas
derives approximately 50% of its sales from high-growth areas.

Bureau Veritas in brief(Fully consolidated company)
Present in 140 countries

Approximately 1,600 offices
and laboratories

Approximately
80,000 employees

400,000 clients€4,981.1 million
in sales in 2021

€801.8 million
in adjusted operating income(1)Stake held by Wendel:
35.5%(2) of equity and51.63% of voting rights

Amount invested(3) by Wendel:€397.3 million since 1995

(1) Bureau Veritas defines “adjusted” operating income as its operating income before revenue and expenses related to acquisitions
and other non-recurring items (indicator not recognized under IFRS). Post IFRS 16.
(2) Share of equity owned by Wendel as of December 31, 2021, net of treasury shares.
(3) Amount of equity invested by Wendel for the stake held as of December 31, 2021.

Why did we invest in Bureau Veritas?
Bureau Veritas is ideally positioned in markets driven by long-term
structural trends. QHSE regulations and standards are proliferating
and becoming tougher to meet. Increasingly, certification andinspection activities are being outsourced. Health andenvironmental protection standards are becoming more stringent.
And trade has become global. The growing need for companies tobe responsible players in their ecosystems demonstrates thecentral role of Bureau Veritas in building trust between companies
and all their stakeholders.
Since it was founded in 1828, Bureau Veritas has gradually built up
its globally renowned expertise. The market that Bureau Veritas
addresses has numerous barriers to entry. Operating certification
and approval are mandatory in each country. Service providers

42  - Universal registration document 2021

must offer a comprehensive range of inspection services (inparticular for major clients) and extensive geographical coverageboth locally and internationally. They must provide highvalue-added solutions through first-rate technical expertise andenjoy a reputation of independence and integrity. Bureau Veritas’
success is based on its ability to adjust to new business challenges,
whether they are one-off situations or long-term issues.
Wendel has gradually increased its holding in Bureau Veritas.
When Wendel made its initial €25 million investment in 1995,
obtaining 19% of the share capital, Bureau Veritas generated
annual sales of less than €400 million. Wendel then supported thecompany’s growth until it held 99.2% of the capital in 2004. In
2007 Bureau Veritas was listed on the stock exchange, enabling it
to continue its international expansion.

=:@;#=0>09?,?4:9
Subsidiaries and associated companies

1

Highlights of 2021

Cyber-attack

Revenue in 2021 amounted to €4,981.1 million, an 8.3% increase
compared with 2020. Organic revenue was up 9.4%. In the fourth
quarter, organic growth was limited to 2.5%, impacted by thecyber-attack which occurred in November 2021. Adjusted for the
cyber-attack, organic growth would have reached 4.5% in the lastquarter and 9.9% for the full year 2021.

On November 22, 2021, Bureau Veritas announced that its
cybersecurity system had detected a cyber-attack on Saturday,
November 20, 2021.

All six divisions posted organic growth, with more than half of theportfolio (including Consumer Products, Certification, andBuildings & Infrastructure) posting a strong recovery, reaching+13.3% organically on average. Consumer Products was the best
performing division, up 15.7% over the year, fueled by Asia, theresumption of product launches, and helped by a favorable
comparison base. Certification (up 15.4%) benefited from thecatch-up of audits and strong momentum in Corporate
Responsibility and Sustainability Certification services. Buildings &Infrastructure outperformed Bureau Veritas’s average growth, withan increase of 11.8% during the year as it benefited from strong
momentum across its three platforms (Americas, Asia and Europe).
External growth contributed a positive 0.1% (of which 0.4% in thelast quarter), reflecting the impact from prior-year disposals offset
by the six bolt-on acquisitions realized in 2021. Currency
fluctuations had a negative impact of 1.2% (including a positive
impact of 2.3% in Q4), mainly due to the depreciation of someemerging countries’ currencies, as well as the USD and pegged
currencies against the euro.
During the year 2021, Bureau Veritas completed six M&A
transactions in strategic areas, representing around €48.0 million in
annualized revenue (or 1.0% of 2021 Bureau Veritas revenue). The
pipeline of opportunities is healthy, and Bureau Veritas willcontinue to deploy a selective bolt-on acquisitions strategy intargeted strategic areas (notably Buildings & Infrastructure,
Renewable Energy, Consumer Products, Technologies andCybersecurity).
Consolidated adjusted operating profit increased by 30.4% to€801.8 million whilst the 2021 adjusted operating margin increasedby 273 basis points to 16.1%, including a 7 basis points negative
foreign exchange impact and a 2 basis points positive scope
impact. On an organic basis, adjusted operating profit margin
jumped by 278 basis points to 16.2%. All business activities
experienced higher organic margins thanks to improved
operational leverage in a context of revenue recovery and thebenefit of the cost containment measures taken in the prior year.

In response, all Bureau Veritas’s cybersecurity procedures wereimmediately activated. A preventive decision was made to
temporarily take servers and data offline to protect clients and thecompany while further investigations and corrective measures werein progress. This decision generated a partial unavailability or
slowdown of services and client interfaces.
Bureau Veritas’s teams, supported by leading third-party IT experts,
deployed all efforts to ensure business continuity and minimize
disruption to its clients, employees and partners. Bureau Veritas
also actioned the relevant authorities and its cybersecurity
insurance policies.
Bureau Veritas considers that all its operations have been runningat normal level since the beginning of the year 2022. Nevertheless,there are still incident response costs to be incurred through 2022.
Overall, Bureau Veritas estimates the impact of the cyber-attack(fully accounted for in Q4 2021) to be approximately €25 million on
Bureau Veritas’s revenue (around 50 basis points impact on the
Bureau Veritas’s full-year organic growth).

Launch of an ESG solution: with Clarity, Bureau Veritas
enables companies to bring transparency and credibility
to their ESG commitments
On December 8, 2021, Bureau Veritas announced the launch of
Clarity, a suite of solutions that enables companies to manage their
ESG roadmaps and monitor the progress of their sustainability
strategies. With Clarity, Bureau Veritas supports its clients across awide spectrum of topics, from Social, Health & Safety, Environment,
Biodiversity, Climate Change, Business Ethics and Responsible
Sourcing to Animal Welfare, Energy Efficiency and Waste
Management.
Clarity helps organizations put their sustainability strategies inmotion. Through systematic maturity evaluations, the approachhelps clients clearly define where they should focus their efforts
across complex value chains.
In 2021, Bureau Veritas also defined a clear roadmap laying out its
Strategic Direction for 2025 and its growth opportunities, notably
as regards Sustainability services which already represent today
more than 50% of Bureau Veritas sales.

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1

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Subsidiaries and associated companies

Strong financial position
At the end of December 2021, Bureau Veritas adjusted net financial
debt decreased compared to the level at December 31, 2020.
Bureau Veritas had €1.4 billion in available cash and cash
equivalents, complemented by €600 million in undrawn committed
credit lines. At December 31, 2021, the adjusted net financial
debt/EBITDA ratio has been further reduced to 1.10x (from 1.80x
last year). The average maturity of Bureau Veritas’s financial debt
was 4.3 years with a blended average cost over the year of 2.3%
excluding the impact of IFRS 16 (to be compared with 2.6% in 2020
excluding the impact of IFRS 16).

Strong free cash flow at €603.0 million driven
by operating performance
Free cash flow (operating cash flow after tax, interest expenses andcapex) was €603.0 million, compared to €634.2 million in 2020,
down 4.9% year on year (against a record level achieved in 2020)
attributed to increased capex. On an organic basis, free cash flow
reached €605.9 million, down 4.5% year on year.

recruitment process, as part of the succession planning for the
Chief Executive Officer, led jointly by the Nomination &Compensation Committee and Didier Michaud-Daniel.
On January 1st, 2023, Hinda Gharbi will assume the position of
Deputy CEO of Bureau Veritas. The Board of Directors will appoint
her as Chief Executive Officer at the end of the 2023 Annual
General Meeting.
Hinda Gharbi will join Bureau Veritas from Schlumberger, a global
technology leader in the energy sector, where she is currently
Executive Vice President, Services and Equipment. In this role,
which she has held since July 2020, she oversees products andservices for Schlumberger as well as digital topics.

2022 Outlook
Based on a healthy sales pipeline and the significant growth
opportunities related to Sustainability, and assuming there are nosevere lockdowns in its main countries of operation due to
Covid-19, for the full year 2022 Bureau Veritas expects to: Achieve mid-single-digit organic revenue growth;
Proposed dividend
Bureau Veritas is proposing a dividend of €0.53 per share for 2021,
up 47.2% compared to prior year. The proposed dividend will be
paid in cash. Going forward, Bureau Veritas expects to propose adividend of around 50% of its adjusted net profit.
This is subject to the approval of the Shareholders’ Meeting to beheld on June 24, 2022. The dividend will be paid in cash on July 7,2022, (shareholders on the register on July 6, 2022 will be entitledto the dividend and the share will trade ex-dividend on July 5,2022).

Renewal of the term of office of the Chief Executive Officer
and appointment of a Chief Operating Officer
On February 24, 2022, the Board of Directors of Bureau Veritas
announced the renewal of the term of office of the Chief Executive
Officer, Didier Michaud-Daniel, until the Annual General Meeting ofJune 2023, which will be called to approve the financial statements
for the year 2022.
As of May 1st, 2022, Hinda Gharbi will join Bureau Veritas as Chief
Operating Officer and member of the Executive Committee. The
Board of Directors’ decision is the result of a rigorous selection and Improve the adjusted operating margin;
 Generate sustained strong cash flow, with a cash conversion rate
above 90%.

2025 strategy aims to take Bureau Veritas’value creation to the next level
On December 3, 2021, Bureau Veritas hosted its Investor Day topresent Bureau Veritas’ 2025 strategy and financial ambitions.
Bureau Veritas is capitalizing on the successful delivery of theprevious strategic plan and relies upon the key fundamentals of the
Testing Inspection and Certification market, which offer solid
growth prospects:
Below are the financial ambitions and assumptions as well assustainability ambitions for 2025:
2025 financial ambitions and assumptions
2025 ambitions: GROWTH. Resilient enhanced organic growth: mid-single-digit MARGIN. No compromise on margin: above 16%(1) CASH. Strong Cash Conversion(2) : superior to 90%.

(1) Adjusted operating margin at constant exchange rates.
(2) Net cash generated from operating activities/Adjusted Operating Profit, on average over the period.

44  - Universal registration document 2021

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Subsidiaries and associated companies

The use of Free Cash Flow generated from operations will be balanced between Capital Expenditure (Capex), Mergers & Acquisitions(M&A) and shareholder returns (Dividend).
2025 assumptions: CAPEX. Between 2.5% and 3.0% of Group revenue M&A. Disciplined and selective bolt-on M&A strategy.
 DIVIDEND. Pay-out of around 50% of Adjusted Net Profit.
2025 SUSTAINABILITY AMBITIONSUN SDGs

2025 TARGET

Total accident rate (TAR)[1]

#3

0.26

Proportion of women in leadership positions[2]

#5

35%

Number of training hours per employee (per year)

#8

35.0

#13

2.00

#16

99%

SOCIAL & HUMAN CAPITAL

NATURAL CAPITAL
CO2 emissions per employee (tons per year)[3]GOVERNANCE
Proportion of employees trained to the Code of Ethics(1) TAR: Total Accident Rate (number of accidents with and without lost time x 200,000/number of hours worked).
(2) Proportion of women from the Executive Committee to Band II (internal grade corresponding to a management or executive management
position) in the Group (number of women on a full-time equivalent basis in a leadership position/total number of full-time equivalents in leadership
positions).
(3) Greenhouse gas emissions from offices and laboratories, tons of CO2 equivalent net emissions per employee and per year corresponding
to scopes 1, 2 and 3 (emissions related to business travel).
For more information: group.bureauveritas.com

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Sustainable development and non-financial
information(1)Bureau Veritas’ commitment to Corporate Social Responsibility(CSR) issues reflects its wish to play its part in efforts that eachcompany and citizen should make to address society’s social andenvironmental challenges. Besides its compliance with CSR
regulations, Bureau Veritas seeks above all to meet the needs of its
clients and employees, as well as end consumers and all its
stakeholders.

Owing to the nature of its services, Bureau Veritas has a direct andindirect impact on CSR issues: directly, by acting within each of its
business lines, its entities and subsidiaries, and its regions;indirectly, Bureau Veritas offers a broad range of services aimed at
improving the impact its clients have in terms of health and safety,
security, environment and sustainable development. As an
example, in October 2020, Bureau Veritas launched its “GreenLine”, a wide range of existing sustainability services that enableclients, private and public organizations to help them execute theirsustainability strategies with trust and transparency.
For more information: https://group.bureauveritas.com/fr/groupe/
responsabilite-societale-de-lentreprise.

In millions of euros

Net sales

2021 after IFRS 16

2020 after IFRS 16

Δ

4,981.1

4,601.0+8.3%

Adjusted operating income(1)

801.8

615.0

+30.4%As a % of net sales

16.1%

13.4%

+273 bps

Attributable adjusted net income(2)

420.9

125.3

+235.9%1,051.4

1,329.1-20.9%

Adjusted net financial debt(3)(1) Bureau Veritas defines “adjusted” operating income as its operating income before revenue and expenses related to acquisitions
and other non-recurring items (indicator not recognized under IFRS).
(2) Bureau Veritas defines attributable “adjusted” net income as attributable net income adjusted for other operating expenses net of tax.
(3) Net financial debt as defined in the calculation of bank covenants.

Top management

Wendel’s teams

Didier Michaud-Daniel, CEO

Board of Directors: André François-Poncet (Vice-Chairman) since
January 1, 2018, Jérôme Michiels, Christine Anglade-Pirzadeh,
ClaudeEhlinger

Hinda Gharbi, Chief Operating Officer as of May 1, 2022
François Chabas, Chief Financial Officer
Aldo Cardoso, Chairman of the Board of Directors since
March 8, 2017

Strategy Committee: André François-Poncet (Chairman since
January 1, 2018).
Nomination and Compensation Committee: Claude Ehlinger
Audit and Risk Committee: Jérôme Michiels
For more information, please visit: bureauveritas.com(1) Source: Universal Registration Document published by Bureau Veritas on March 25, 2021.

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Subsidiaries and associated companies

1 %?,37
Stahl is the world leader in coatings and surface treatments for flexible materials. Stahl produces high-performance polymers and coatingsfor various materials such as textiles, paper, plastics, rubber, wood and specialty chemical treatments and related services for leather. Stahloffers a wide range of solutions to the automotive, shoe, apparel & accessories and home interior sectors, and for industrial applications.

Stahl in brief(fully consolidated company)
Physically present in
22 countries

37 laboratories and
11 production sites

c.1,800 employees

No. 1 worldwide in specialty
leather chemicals€831.3 million
in sales in 2021

Adjusted EBITDA(1) of€179.9 million in 2021

Stake(2) held by Wendel:
67.8%

Amount invested(2) by Wendel:€221 million since 2006

(1) Adjusted EBITDA before goodwill allocation entries, management fees and non-recurring items. Post IFRS 16.
(2) Amount of equity invested by Wendel as of December 31, 2021, for the stake held at that date.

Why did we invest in Stahl?

Highlights of 2021

Stahl is the world leader in coatings and surface treatments forflexible materials and in specialty chemicals and related services forleather. It enjoys high barriers to entry as a result of its expertise,
the long-term relationships it maintains with its customers, which
include major luxury and high-end car brands, as well as the very
high level of skills of its “golden hands” technicians. Stahl has
prospects for sustained growth generated by global leather
consumption markets, in Asia in particular, and the development of
fast-growing niche markets for high-performance coatings. The
potential consolidation in the sector we identified in 2006,
combined with rigorous financial discipline, has allowed Stahl toexpand further and strengthen its market leadership. It derives
approximately 65% of its sales from high growth regions. Since its
initial investment of €171 million in Stahl in 2006, Wendel hasreceived €341 million in dividends and loan repayments, owing inparticular to Stahl’s very strong cash generation. At the end of
2018, Wendel announced the acquisition of 4.8% of the capital of
Stahl from Clariant for €50 million, bringing its total investment in
the company to €221 million.

Stahl posted total sales of €831.3 million in FY 2021, representing
an increase of +24.2% over FY 2020 and above 2019 pre-pandemic
sales level. Organic growth was +25.4% while foreign exchange
rate fluctuations had a negative impact -1.2%.
After a challenging 2020, Stahl continued its recovery that started
in Q3 2020, despite disruptions in the automotive end market. Thiswas driven by a strong order book and broad-based volume
growth across almost all regions and end markets, in part due to a
restocking effect observed across several industries. Growth wasparticularly strong in Asia Pacific. Stahl’s automotive businessrebounded significantly vs. FY2020, although it was impacted in thesecond half of 2021 by disruptions in the automotive supply chain.

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FY2021 EBITDA(1) amounted to €179.9 million, translating into an
EBITDA margin of 21.6%. While Stahl was able to largely maintain a
low level of fixed costs in FY2021 (below FY2019), thanks tomanagement’s focus and a resilient business model, variable costs
were affected by the unprecedented increase in raw material
prices, especially from H2 onwards, which led to a deterioration of
EBITDA margin. Price increase measures have been implemented,
across the Leather Chemicals and Performance Coatings divisions,although the full effect of these is not yet reflected in FY2021
numbers. In addition, the Company will continue to monitor closely
the continuous rise of input costs (raw materials, freight services
and energy) and take appropriate measures, if required, topreserve its profitability.
Stahl remained highly cash generative, notably thanks to the good
EBITDA level. As a result, as of December 31, 2021, Stahl’s net
debt(2) was €176.2 million, thus a €68.8 million reduction for thisyear. Leverage(3) was reported at 0.8x EBITDA as of December 31,
2021.
On March 11, 2021, Stahl announced the appointment of Maarten
Heijbroek as new Chief Executive Officer of Stahl. Maarten
Heijbroek joined Stahl on July 1, 2021 and took over the CEO
responsibilities from Huub van Beijeren, who retired from Stahl at
the end of June 2021.
Stahl’s sustainability efforts have been rewarded in July with a Goldrating from EcoVadis, placing it within the top 5% of companies
assessed by EcoVadis. In 2020, Stahl had been awarded a Silver
award. Stahl’s 2030 target is to maintain the EcoVadis Gold rating
through continual improvement.

Outlook for development
Amid a still-volatile global economy still impacted by the COVID-19
pandemic, geopolitical tensions, inflation and the availability of raw
materials, Stahl is focusing its efforts on protecting its profitability
and cash generation. To do so, it will focus on ongoing productinnovation, while stepping up marketing efforts and capitalizing on
the positions it has established in high-growth regions (over 65% ofsales). Stahl also intends to continue to develop service-oriented
made-to-order solutions to its clients and develop solutions fornumerous substrates, in order to expand its scope of business andgain further market share. The group will continue to capitalize on
its strengths, which are its innovation capabilities (innovativeenvironmentally friendly solutions and customized technologies),
its strong position with top clients, exposure to emerging markets
and active cost and cash flow management (strict financial
discipline and value-adding investments).
Stahl remains buoyed by strong long-term trends, such as the shift
in its markets to emerging markets, particularly in Asia, andenvironmental regulations. These are beneficial to Stahl, given its
leadership in this area and the fact that it has the only solution in
the sector to comply with these regulations throughout the
production chain. The trend towards bio-based chemicals
continues to develop, and Stahl is the market leader with a solid
bio-based chemistry portfolio.
Reflecting its strong financial structure, Stahl is actively reviewing
targeted acquisition opportunities.

In November 2021, Stahl announced that it will extend its GHG
reduction targets to cover Scope 3 emissions. This step underlines
Stahl’s commitment to aligning its strategy with the 2015 Paris
Climate Agreement goals, updated at the recent COP26 in
Glasgow.

(1) EBITDA including the impact of IFRS 16. EBITDA excluding the impact of IFRS 16 would be €176.8 million.
(2) Net debt including IFRS 16; debt excluding IFRS 16 would be €161.3 million.
(3) Financial leverage ratio according to the definition of the loan documentation.

48  - Universal registration document 2021

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Sustainable development and non-financial
information
Through its culture of continuous improvement, Stahl limits theimpact of its activities on the surrounding ecosystems. Stahl’s
strategy is to promote greater transparency throughout the whole

In millions of euros

Net sales

supply chain, leading to a more sustainable industry and a
progressively lower environmental footprint. Sustainability also
represents a significant opportunity for Stahl, to gain competitive
advantage in the marketplace and drive operational excellence
throughout the company. For more information, see Chapter 4.

2021 after IFRS 16

2020 after IFRS 16

Δ

831.3

669.4

+24.2%EBITDA(1)

179.9

152.3

+18.2%As a % of net sales

21.6%

22.7%

-110 bps

Net financial debt

176.2

245.0

-68.8

(1) Adjusted EBITDA before goodwill allocation entries, management fees and non-recurring items.

Top management

Wendel’s teams

Maarten Heijbroek since July 1, 2021.

Board of Directors: Claude Ehlinger (Chairman), Félicie Thion de laChaume, Xavier Lemonnier, Caroline Bertin Delacour, David Varet

Frank Sonnemans, CFO

Nomination and Compensation Committee: Félicie Thion de laChaume (Chairwoman), Claude Ehlinger
Audit Committee: Félicie Thion de la Chaume, Claude Ehlinger,
Caroline Bertin Delacour, Xavier Lemonnier
For more information, please visit: Stahl.com

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Subsidiaries and associated companies %&:B0=>
IHS, a leading provider of communications infrastructure
IHS is one of the largest independent owners, managers and operators of communications infrastructure in the world by tower count. IHS isalso the largest independent multinational towerco solely focused on the emerging markets. The group builds, leases and manages
communications towers that it owns or which are owned by others. With nearly 39,000 towers on a pro forma basis, IHS supports the leading
mobile phone operators in each of its markets and is well-placed for future organic growth given the strong demand for infrastructure needs
across Africa, Latin America and the Middle East.

IHS in brief(Equity-method investment)
Present in 11 countries,
on 3 continents(1)38,867 towers(1)No. 1 in Africa

No. 3 independent multi-country
TowerCo(1) in the world$1,579.7 million
in sales in 2021

Approx. 2,000 employees

Stake held by Wendel(2): 19.2%

Amount(2) invested by Wendel:$830 million since 2013

(1) Number of towers at December 31, 2021, pro forma for acquisitions of 5,709 towers in South Africa (completion planned for the second quarterof 2022), and 2,115 towers in Brazil (completed in the second quarter of 2022).
(2) Stake held and amount of equity invested by Wendel at December 31, 2021 for the stake held at that date.

Why did we invest in IHS?
IHS is a leading provider of communications infrastructure formobile phone operators. Over the last 20 years, the Group has
successfully developed along the entire telecom tower value chain,from construction to leasing via maintenance. It provides
market-leading service to its customers, who are leading telecom
operators, including Airtel, MTN, Orange, and 9mobile.
With its investment in IHS, Wendel made its first direct investment
in Africa, demonstrating at this time its intention to gain exposure
to and participate in the continent’s rapid growth. Wendel chose acompany with an increasing number of projects, high-quality
management and an outlook of balanced and profitable growth inseveral important and promising African nations, especially in
Nigeria which represents about 75% of Group revenue. IHS’s
business is being buoyed by long-term trends that make Africa astrong growth region for communications infrastructure: growth potential is higher than in mature economies, both interms of GDP and demographics (a young population with agrowing middle class);

50  - Universal registration document 2021

 the telecom market in Africa is expanding steadily, driven bycontinued growth in the number of subscribers and by anincrease in the smartphone penetration rate; telecom operators need to extend their network coverage on acontinent with low population density. This situation favors thesharing model for telecom towers;

 regulations are encouraging sharing of tower space so as torapidly increase the coverage of telecom networks;

 new mobile Internet services (3G and 4G deployment) areconstantly being rolled out; and Potential for replicating its development model in emerging
countries

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Subsidiaries and associated companies

In this promising context, fundamentals specific to IHS will enable itto achieve high growth rates in the coming years:

 as mobile telephone operators focus increasingly on theservices they provide to customers and less on infrastructure,they are outsourcing the management of their telecom towers.
IHS offers these operators turnkey services enabling them tocover the regions they target and benefit from excellent quality
services; historically, IHS’s success has been based on experience,
specialized knowledge and the excellence of its engineers at theoperating level. These qualities enable IHS to consistently
deliver a high level of service to its customers. IHS’s key
performance indicators exceed those of its competitors and thecompany has a reputation as an innovator in the industry. These
attributes contribute to improved margins and better customer
service; its business model is resilient, based on contracts with mobile
phone operators generating lease payments indexed mostly to
the US dollar or inflation negotiated over periods of 10 to
15 years; most counterparties have a very sound financial condition; its
multicultural and entrepreneurial management team haveextensive experience in the African and worldwide telecom
markets. IHS’s founders still manage the company.
These advantages should enable IHS to continue growing steadily.
The company will be able to increase its installed base of towers in
the countries where it is already present and acquire passive
networks in other countries offering attractive economic anddemographic prospects.
In October 2021, IHS Towers listed publicly on the New York Stock
Exchange. Wendel did not sell any shares in this transaction.

Highlights of 2021
IHS Towers listed publicly on the New York Stock Exchange on
October 14, 2021. On this occasion, Wendel did not sell any
shares. Post listing, Wendel does not have any significant influence
over IHS, as no Wendel employee sits on the Supervisory Boardand the shareholders’ agreement has been updated for the publicstatus of IHS. As a result, IHS Towers has been accounted for as afinancial asset at fair value since the IPO, with changes in value
being booked in equity.

1

In 2021, IHS sales were $1,579.7 million compared to $1,403.1
million in 2020, thus an increase of $176.6 million, or +12.6%.
Organic growth was $226.6 million, or +16.1%. Organic growth
was driven primarily by escalations, lease amendments and foreignexchange resets, as well as new sites and tenants. Aggregate
inorganic sales were $34.0 million, or +2.4%. The increases inorganic sales in the period were partially offset by a negative 6.0%
movement in foreign exchange rates of $84.0 million.
Adjusted EBITDA(1) was $926.4 million in 2021, compared to$819.0 million in 2020. Adjusted EBITDA margin was 58.6%,
compared to 58.4% in 2020. The increase in adjusted EBITDA
primarily reflects the increase in sales offset with year-on-yearincrease in cost of sales mainly due to higher power generation
costs. The increase was also due to a decrease in administrative
costs mainly due to a reversal of allowance for trade receivables.
As of December 2021, IHS recorded $2,985.2 million of total debt.
As of December 31, 2021, IHS totaled $916.5 million of cash andcash equivalents and its leverage stands at 2.2x(2).
In January 2021, March 2021 and April 2021, IHS closed andintegrated the Skysites Acquisition, Centennial Colombia
acquisition and the Centennial Brazil acquisition, respectively. In
April 2021 and October 2021, IHS closed the third and fourthphase of the Kuwait Acquisition, respectively. In October, IHS
entered the Egyptian market through a licensed partnership. In
November 2021, IHS completed its previously announced
transaction with TIM S.A. ("TIM") to acquire a majority stake inFiberCo Soluções de Infraestrutura S.A. ("I-Systems") and signed
agreements to acquire 5,709 towers from MTN in South Africa.
As of end of December 2021, IHS was the fourth largest
independent multinational tower company with over 31 000 towers
spanning nine countries on three continents; however, in January2022 IHS announced the acquisition of the GTS SP5 portfolio of
2,115 towers in Brazil, which it subsequently closed in March 2022,
after which IHS became the third largest towerco in Brazil. Including
its anticipated close of the 5,709 towers from MTN in South Africa
in 2Q22 and its anticipated launch in Egypt, IHS will have nearly
39,000 towers spanning 11 countries on three continents. IHS has
also invested in ancillary technologies such as small cells, DAS andfiber.

(1) Adjusted EBITDA is a non-IFRS financial measure. See “Use of Non-IFRS Financial Measures” from IHS financial communication for additional
information and a reconciliation to the most comparable IFRS measures.
(2) Consolidated Net Leverage Ratio is calculated based on a trailing 12 month adjusted EBITDA pro forma for acquisitions - Universal registration document 202151

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2022 Outlook
The following full year 2022 guidance is based on a number ofassumptions that IHS management believes to be reasonable andreflect the company’s expectations as of March 15, 2022.
Please refer to IHS financial communication for the assumptions
considered by the company on:
https://www.ihstowers.com/investors

 Sales: between $1,795 million and $1,815 million Adjusted EBITDA: between $960 million and $980 million
 Recurring levered FCF(1) : between $310 million and $330

investors chose to support the growth of IHS, in particular Goldman
Sachs, IFC Global Infrastructure Fund, African Infrastructure
Investment Managers (Old Mutual and previously Macquarie), andthe Singapore and Korean sovereign wealth funds GIC and KIC.
In addition, Wendel has brought together five US and European
family investors (incl. Peugeot Invest, Sofina, ERES and Luxempart)to invest alongside it in IHS. In addition to the $830 million it has
invested, Wendel has thus far raised an additional $220 million
through an IHS co-investment vehicle that Wendel manages andwhose voting rights Wendel exercises. This co-investment vehicle
was terminated shortly after the IHS IPO and the shares were
distributed to the co-investors.

million CAPEX: between $500 million and $540 million

Sustainable development and non-financial
information$830 million invested by Wendel

The purpose of IHS Towers is to have a positive impact oncommunities in the countries where it operates, helping to improve
the quality and availability of communications infrastructure in an
increasingly connected world. Its investment in communications
infrastructure helps to connect individuals, businesses andgovernments. With increased connectivity of individuals,
opportunities for expansion are increasing. IHS Towers impact goesbeyond the benefits of connectivity, and the company has a fourpillar sustainability strategy: Education and Economic Growth,
Ethics and Governance, Our People and Communities andEnvironment and Climate Change. For more information:
https://www.ihstowers.com/sustainability/

To support IHS pan-African growth strategy, Wendel invested$826 million between 2013 and 2016, participating in five capitalincreases alongside IHS’s shareholders, who are primarily major
financial institutions active in economic development and top-tierprivate equity companies. In 2019, Wendel exercised warrants in
IHS that were issued in 2012 for a net value of $4 million.
Among IHS' shareholders before its IPO are MTN, Emerging
Capital Partners, International Finance Corporation (IFC), part of theWorld Bank Group, FMO, the Netherlands development bank, andInvestec Asset Management (now Ninety-One). In 2014, new

In millions of US dollars

Sales

2021

2020

Δ

1,579.7

1,403.1+12.6%

Adjusted EBITDA(1)

926.4

819.0

+13.1%As a % of sales

58.6%

58.4%

+20 bps

Net financial debt

2,069

1,933

+136

(1) Adjusted EBITDA is a non-IFRS financial measure. See “Use of Non-IFRS Financial Measures” from IHS financial communication for additional
information and a reconciliation to the most comparable IFRS measures

Top management

Governance

Sam Darwish, Chairman and CEO

Following the IPO, Frank Dangeard has been designated by
Wendel to sit at the board of IHS which comprises 10 directors intotal.

Steve Howden, Group CFO

For more information, please visit: ihstowers.com(1) Adjusted EBITDA and RLFCF are non-IFRS financial measures. See “Use of Non-IFRS Financial Measures” for additional information and areconciliation to the most comparable IFRS measures in IHS financial communication.

52  - Universal registration document 2021

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Subsidiaries and associated companies

1 :9>?,9?4,70C4-70>
Constantia Flexibles bases its international development on innovation
Constantia Flexibles is a global leader in flexible packaging. The Group produces flexible packaging solutions for the consumer andpharmaceutical industries.

Constantia Flexibles in brief(Fully consolidated company)
No. 2 in Europe,
No. 3 worldwide

8,551 employees€1.603.4 million
in sales in 2021

EBITDA of €201.0 million
in 2021(1)37 production sites in 16 countries
Stake held by Wendel:
60.8%

Amount invested by Wendel(2):€565 million since March 2015

(1) Adjusted EBITDA before goodwill allocation entries, management fees and non-recurring items. Post IFRS 16.
(2) Amount of equity invested by Wendel as of December 31, 2020, for the stake held at that date.

Why did we invest in Constantia Flexibles?
Founded by Herbert Turnauer in the 1960s, the Vienna-based
Constantia Flexibles Group produces flexible packaging solutions
for the consumer and pharmaceutical industries. Constantia
Flexibles has successfully developed its activities outside Europe
and, over the last five years, has become a global leader in flexible
packaging. The Group now has 8,551 employees in 16 countries.

 the group’s technological edge, ability to innovate, sustainability
solutions and robust manufacturing facilities;

 the ability of Constantia Flexibles to pursue an external growthstrategy, as demonstrated recently with the acquisition of
Propak in Turkey.
On March 27, 2015, Wendel finalized the acquisition of Constantia
Flexibles for an enterprise value of €2.3 billion, or around 9x
2014 EBITDA, and invested €640 million in equity for a 73% stake inthe company, alongside the AREPO Foundation’s €240 million, or
27% investment. Subsequently, on September 22, 2015, Wendel
signed an agreement with Maxburg Capital Partners (“MCP”), an
investment company backed by the RAG Foundation, to syndicate
a minority share of its investment in Constantia Flexibles.
Accordingly, in November 2015, MCP acquired approximately 11%of the capital of Constantia Flexibles from Wendel for €101 million.

The flexible packaging market for fast moving consumer goods, inwhich Constantia Flexibles operates, offers a combination ofstability and a certain growth. The business of Constantia Flexibles
is largely independent of economic cycles because the Groupcaters to the daily needs of end-consumers. In addition, there are
long-term megatrends supporting the growth of the flexible
packaging market, such as urbanization and the increased
consumption of single portions, tied in with the decline in the sizeof households and the development of the middle classes,
especially in emerging markets. For several years, this market’s
growth in GDP terms has outpaced economic growth in developedand emerging countries.

Following this transaction, Wendel, the AREPO Foundation and
MCP subsequently participated in a €50 million capital increase forConstantia Flexibles, each subscribing to a pro-rata stake, tofinance the acquisitions of Afripack and Pemara.

In this fast-growing, resilient but highly fragmented market,
Constantia Flexibles has clear competitive advantages enabling it
to play a decisive role in the consolidation of the flexible packaging
industry and offering long-term growth potential, such as:

Following the capital increase and MCP’s investment in Constantia
Flexibles, Wendel’s equity investment in Constantia Flexibles
totaled €565 million. Wendel is the company’s controllingshareholder, with 60.8% of the share capital.

 the group’s long-standing relationships with major global
customers; the size of the group, enabling it to harness economies of scale; - Universal registration document 202153

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Consumer
The Consumer division represents around 76% of the sales ofConstantia Flexibles. It encompasses a vast array of products toserve market segments ranging from dairy to confectionery via
ready-made meals, as well as pet food. Because the products in thisdivision cater to the daily needs of the population, this business islargely independent of economic cycles. In addition, demand forflexible packaging in the consumer market is rising, in response toa growing population, urbanization and higher environmental
standards.
Constantia Flexibles supplies the consumer industry with consumer
packaging solutions made of aluminum and various types of film.
They include lids for dairy products, aluminum foil wrappings forbutter and cheese, confectionery packaging, pouches for driedsoups, sauces and ready-made meals, single-serve coffee capsulesand light aluminum packaging systems also used for pet food.
This division of Constantia Flexibles is a global leader in several ofits market segments (confectionery packaging and lidding) andserves consumer industry giants such as Nestlé, Unilever, Mars, andPepsico.

PharmaConstantia Flexibles produces different packaging solutions for thepharmaceutical industry, ranging from traditional aluminum foil
blister packs to innovative packaging systems for new types of drugdelivery (flexible sticks, inhalers, etc.) to sachets for powders andgranules.
The pharmaceutical industry generates around 24% of the group’s
sales, and it is the second-largest manufacturer of foil-based blister
packs for medication.
Global demand for flexible packaging from the pharmaceuticalindustry is supported by three main growth drivers:

 higherlife expectancies in developed
corresponding rise in chronic diseases;

markets

anda the development of health systems in emerging economies; and the expanding liberalization of the sale of medication, which isaccelerating the trend toward self-medication.

Furthermore, demand for innovative packaging solutions is buoyedby the strong competition between traditional pharmaceuticals andgenerics. Traditional laboratories are aggressively offering novel
forms of drug delivery, in order to maintain their technologicaledge and market share.

Highlights of 2021
FY 2021 Constantia Flexibles sales increased by +6.5% reaching€1,603.4 million, up +4.2% on an organic basis, notably throughthe effect of the increase in materials prices. Organic growth isdriven by the Consumer markets (+6.1% organic growth) with afocus on some key growing segments such as coffee. The Pharma
division, whose activity suffered during the first part of the year
from a season of moderate flu and colds linked to lockdowns, andfrom destocking by customers, recorded a -1.3% decline in sales. In
addition, it faced an unfavorable basis for comparison at the
beginning of the year, as it had experienced very strong activity at
the start of 2020. However, this demand has since significantly
improved and the orderbook for the Pharma market is currently atrecord levels.
For the record, in 2020, Consumer sales were negatively impactedwith lower activity levels particularly in India, Mexico and South
Africa, partially offset by (i) an increased demand in European
Consumer markets due to so-called ‘pantry loading’, and (ii)particularly high pharma sales due to increased demand in theearly part of the COVID-19 pandemic. In India, the market hasremained very challenging this year in the light of a second
lockdown and a very competitive environment with significant pricepressure.
2021 benefited from the integration of Propak in June (+3.2%), but
was negatively impacted (-0.9%) by unfavorable FX, mainly from
U.S. dollar, Russian ruble and Indian rupee.
Despite the inflationary environment in raw material, freight, andenergy costs, EBITDA was up +6.1% to €201 million(1), i.e., a 12.5%
EBITDA margin, only 10 bps below last year. This is the result of (i)Constantia’s renewed management team efforts towards
profitability measures to mitigate the impact of raw material cost
increases and (ii) a continuous cost reduction program, (iii)
acquisition of Propak.

(1) EBITDA after the impact of IFRS 16. Excluding the impact of IFRS, EBITDA would be €191.4 million.

54  - Universal registration document 2021

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On June 9, 2021, Constantia Flexibles closed the acquisition of
Propak, a flexible packaging producer located in Düzce in Turkey.
The purchase price is based on an enterprise value of €120 million,
representing a 6.4x multiple of 2020 actual EBITDA. Propak is aleading player in the European packaging industry for the snacks
market operating out of a well-invested plant with approximately
360 employees and complements Constantia Flexibles’ packaging
solutions portfolio. This significant acquisition elevates Constantia
Flexibles to one of the leading packaging players in the European
snacks market. Performance since the acquisition has been in linewith expectations with good commercial and cost synergies
identified for the future.
In spite of the Propak acquisition in June 2021, leverage hasremained stable year on year at 1.8x LTM EBITDA, leaving
significant headroom to its covenant level of 3.75x, with ample
liquidity as of end of December 2021. Net debt stood at€400.3 million(1) at the end of December (€362.2 million at
December 31, 2020) thanks to strong cash flow generation. This
year, significant improvements were made in terms of cash
generation thanks to contained capex from a more focusedinvestment policy, improved working capital position and theacquisition of the cash-generative Propak business. As a result,
Constantia Flexibles improved its operating cash flow profile above
its historical track record of c. 45% on average.
Good progress has been made by the company in line with its
Vision 2025 strategy with a return to organic growth and an
improvement of operational efficiency (targets of achieving an
EBITDA margin of at least 14% by 2025). With the mentioned
Propak acquisition, Constantia has resumed acquisitions in the
fragmented and consolidating flexible packaging market. Outsideof Europe, profitability of operations has been significantly
enhanced in North America and South Africa. Constantia Flexibles
is carefully managing raw material price’ increases as well as theavailability of raw materials, particularly the aluminum, focusing its
efforts on preserving the profitability of the company to the extent
possible. In addition, Constantia reaffirmed its standing with its
customer base with a very positive customer feedback survey forthe second year in a row.

1

In 2021, Constantia Flexibles continued its efforts to improve theperformance of its processes and products relating to sustainable
challenges. The Ecolutions initiative (development of new
recyclable packaging solutions to support the ongoing market
transformation) has experienced a positive momentum, with thecommercialization of its products by more than 10 various large
Fast-Moving Consumer Goods players in Europe and India and astrong acceleration in the pipeline with more than 320 projects. In
2021, Constantia Flexibles has been recognized for leadership in
corporate sustainability by global environmental non-profit CDP(Carbon Disclosure Project), securing a spot on its ‘A List’. In
addition, for the fourth time in a row, Constantia Flexibles as agroup has been awarded the EcoVadis Gold Medal in recognitionof its CSR achievement. This result places Constantia Flexibles
among the top 1% of companies assessed by EcoVadis in its
industry.
On March 29, 2021, Constantia Flexibles announced Richard Kelsey
was confirmed as new CFO of the company. Richard Kelsey joined
Constantia Flexibles in 2010 as Group Head of M&A subsequently
assuming the responsibility of Group Controlling & Accounting forthree years. Since October 2020 he was interim CFO.

Outlook for development
Under the leadership of its new CEO, Pim Vervaat, and his new
management team Constantia Flexibles has developed a new
strategy called Vision 2025. This strategic roadmap should refocus
strategic priorities primarily towards boosting growth andprofitability. It should also strengthen organic growth throughinnovation and the sustainable packaging technologies segment
and the new EcoLutions sustainable product range, and external
growth through selective consolidation in Europe and worldwide.
The company has set the following financial objectives for 2025:
organic growth of at least 2% per year, through cyclical growth andan EBITDA margin of at least 14%.

(1) After impact of IFRS 16. Excluding IFRS 16, net debt would be €363.2 million.

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Constantia Flexibles values sustainable improvements of its
products as an opportunity to accelerate success factors bybuilding long-term relationships with the company’s key
stakeholders. Constantia Flexibles’ ambition is to supply flexible,
superior packaging solutions that improve people’s daily lives. Thispriority takes the form of global initiatives implemented by theGroup that exceed regulatory requirements.

Constantia Flexibles pays particular attention to continual
improvements in the consumption of raw materials (principally
aluminum, plastics, paper, and chemicals like inks and solvents),
and to mitigating its carbon footprint. In 2018, Constantia Flexibles
signed the New Plastics Economy Global Commitment (see section
4.2.2.6.1 Circular economy) alongside 400 companies (including
several of the world's largest packaging and consumer goods
players). It has also set a target to reduce its absolute GHG
emissions in accordance with climate science practices.
Accordingly Constantia Flexibles uses appropriate procedures tomonitor the possible impact of its products on the environment, inparticular by performing life cycle assessments. For more
information, see Chapter 4.

In millions of euros

2021 after IFRS 16

2020 after IFRS 16

Δ

1,603.4

1,505.3+6.5%

Sustainable development and non-financial
information

Net sales
EBITDA(1)

201.0

189.4

+6.1%

As a % of net sales

12.5%

12.6%

-10bps(1)Net financial debt

400.3

362.2

+38.1

(1) Adjusted EBITDA before goodwill allocation entries, management fees and non-recurring items.

Top management

Wendel’s teams

Pim Vervaat, CEO

Supervisory Board: Josselin de Roquemaurel, Jérôme Richard,
Constance d’Avout

Richard Kelsey, CFO

Nomination
andCompensationde Roquemaurel, Constance d’Avout

Committee:

Josselin

Audit Committee: Josselin de Roquemaurel, Jérôme Richard
For more information, please visit: cflex.com

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1 =4>4>#=0A09?4:99>?4?@?0
Crisis Prevention Institute, a provider of training solutions, consultancy and assistance,
is improving support, safety, trust and compliance for all in the workplace.
Crisis Prevention Institute, “CPI,” is the world leader in crisis prevention and aggressive behavior management training programs. For
42 years, CPI has been providing crisis prevention and intervention training programs to help professionals anticipate and respond toanxious, hostile and violent behaviors with safe and effective methods. The training programs have proven effective in reducing thefrequency and impact of incidents resulting from aggressive behavior in the workplace. They boost the confidence of professionals, assist
clients in complying with regulatory obligations and create a safer environment for employees and the community at large.

CPI in brief(Fully consolidated company)

Offices in 3 countries
which organize training
in some 17 countries

Over 10,000 clients andan installed base of 37,000“Certified Instructors” whotrain over 1.4 million people
each year.

311 employees

World market leader$104.3 million
in sales in 2021

Adjusted EBITDA(1) of$51.5 million in 2021

Stake(2) held by Wendel:around 96.3%

Amount invested(2) by Wendel:$569 million in December 2019(1) Adjusted EBITDA before goodwill allocation entries, management fees and non-recurring items. Post IFRS 16.
(2) Amount of equity invested by Wendel as of December 31, 2021, for the stake held at that date.

About CPIOn December 23, 2019, Wendel completed the acquisition of the
Crisis Prevention Institute (CPI). CPI, which is headquartered in
Milwaukee, in Wisconsin, has been the world leader in behavior
management and crisis prevention training for over 40 years. CPI
specializes in “train the trainer” programs. These programs thatteach and certify individuals to instruct staff at their organizations toassess, manage, and safely resolve instances of high-risk,
disruptive, aggressive or high-risk behavior in the workplace. Aftertaking a course, these employees of CPI clients become Certified
Instructors (CI). They then train their colleagues with a view to
issuing them with CPI’s Blue CardTM certification at the end of theirprogram.
The company’s main clients are those in the fields of education andhealthcare in the US as well as other sectors where behaviors are a
key issue, particularly human services, corporate services andsecurity services. CPI has an installed base of around 37,000 active“Certified Instructors” who train over 1.4 million people a year. Overthe last 40 years, CPI’s certified instructors (CI) have trained over
15 million professionals in North America, Europe and worldwide.
CPI is Wendel’s fourth investment in the US after Deutsch, CSP
Technologies and Allied Barton.

Why did we invest in CPI?
CPI is the world leader and is seen by healthcare and education
professionals as the gold standard. The company’s training
programs have proven to be effective in improving personal safety
and focus on the appropriate responses to high-risk situations.
Moreover, they support staff retention and significantly reduce thelikelihood of violence in the workplace as well as its seriousness
and related costs. Drawing on in-depth knowledge of the relevant
regulations at state and federal level, which are constantly
changing and expanding in scope, CPI helps its clients to comply
with regulatory requirements and to defend themselves in theevent of incidents.

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CPI’s long-standing financial success is evidence of the quality ofservices the company offers its clients. CPI’s business model isstrengthened by its diverse customer base, a net retention rate ofover 100% and the relationships it has built over the past 42 years:
CPI's top 500 key clients have been customers for at least 20 years.
Wendel’s investment in CPI was motivated by the company’s ability
to expand this base, and to realize the significant potential for
growth in adjacent markets and services. Wendel is supporting CPI
management and employees in expanding the scope of theirservices and creating a global training platform with an evengreater impact.

A mission-led business that shares
Wendel’s values.
Wendel is proud to be associated with CPI’s mission, which is
aimed at reducing conflict and violence in the workplace. CPI is a
mission-led business that provides essential services supported by
its Certified Instructors and employees. They are all united around acommon goal: ensuring the well-being of the company’s
stakeholders. As a supplier of essential services aimed at
safeguarding communities, in particular where healthcare supports
the most vulnerable, CPI’s mission and values are consistent with
Wendel’s Code of Ethics.

Highlights 2021

Of the +63.6% sales increase versus the same period in 2020, +58.8% was organic growth, +3.0% was related to a purchaseaccounting adjustment to deferred sales (impact of -$1.9 million in2020), and +1.8% was due to FX movements.
CPI’s activity has benefited from the improved ability to gather inperson as customers, notably in hospitals and schools, to movetowards an increasingly normalized work environment. As a result,
CPI has leveraged an improved sales force strategy to continue
further penetrating these core US markets as well as expanding into
new markets.
This strong growth in sales was accompanied by an overall EBITDA
increase of +97.3% year on year to $51.5 million(1) or a 49.4%
EBITDA margin in 2021. Compared to 2019, EBITDA is up by c.
30%(2) and EBITDA margin improved by +435 basis points.
This strong growth of profitability was primarily induced from theflow-through of higher sales to earnings, as well as effective costmanagement. In 2022, to maintain quality and fidelity standards,
CPI has resumed in-person training, which will include higher traveland operating costs than those incurred during the hybrid training
provided during 2020 and 2021.
The overall heightened level of activity, combined with effective
cost management, has led to continued deleveraging over the pastfew months, driving CPI’s leverage level at 6.0x, well below the
10.5x FY21 covenant, and below the leverage agreed at acquisition
by Wendel in 2019.

In 2021, Crisis Prevention Institute recorded sales of $104.3 million,
up +63.6% in total compared to the same period in 2020 and+18.9% versus 2019. CPI passed for the first time in its history the$100 million sales mark thanks to: recoveries in attendance aided by CPI’s adaptation to virtual
training; overall new Certified Instructors (CI) and renewal volumes above
2019 levels;

 successful new program launches including specialty topics
such as Trauma and Autism; and continued mix shift toward digital solutions for both new andexisting Cis, with programs retaining the required in-personcomponents. Virtual Learner Material sales (c. 46% of learner
material sales) continued to expand in share, with year-to-date,e-learning delivery representing 35% of total Learner Material
volumes, above the 30% and 11% levels in 2020 and 2019.

(1) EBITDA after the impact of IFRS 16. Excluding the impact of IFRS 16, EBITDA would be €50.4 million.
(2) Excluding the impact of IFRS 16.

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Outlook for development
CPI is benefiting from its position as leader in a market where
demand for training on preventing and de-escalating crisis
situations is increasingly high. CPI services are increasingly indemand due to a greater number of incidents and ever more
restrictive regulations introduced by state and federal government.
This is particularly true of educational and healthcare
establishments which currently represent the bulk of CPI’s sales.
This is also increasingly the case in other sectors where violence
and trauma in the workplace are commonplace. In addition tocontinuing these initiatives aimed at expanding in the UnitedStates, CPI is also investing in increasing its international presence,
which accounted for around 20% of sales in 2021, mainly to clientsin Canada, the United Kingdom and Australia. The company isconstantly evaluating and improving its training programs andteaching methods. It will continue to suggest improvements,
specialized services and new technological solutions over time inorder to equip clients who are exposed to varying degrees of risk,
enabling them to manage violence at work effectively.

Sustainable development and non-financial
information
Since CPI’s founding, the Institute has played an increasing role inadvocacy for the underserved populations and drastically reducing
workplace violence. In 2018, CPI joined the United Nations
Principles for Responsible Investment (PRI). This initiative
demonstrates a strong commitment to assessing business-oriented
investments and operations against these international principles.
As a continuation, and under Wendel’s impetus CPI implemented
in 2020 an ESG strategy with indicators. This value-added strategy
allows CPI to remain at the forefront of the industry. For more
information, see Chapter 4.

2021 after IFRS 16

2020 after IFRS 16

Δ(1)Net sales

104.3

63.8

+63.6%EBITDA(1)

51.5

26.1

+97.3%As a % of net sales

49.4%

40.9%

+850 bps

Net financial debt

322.6

337.8

-15.2

In millions of US dollars(1) Adjusted EBITDA before goodwill allocation entries, management fees and non-recurring items.

Top management

Wendel’s teams

Tony Jace, CEO

Board of Directors: Adam Reinmann (Chairman), Harper Mates,
Mel Immergut (Wendel Senior Advisor)

Susan Driscoll, President
Joy Krausert, CFO

Audit Committee: Harper Mates (Chairperson), Adam Reinmann
For more information, please visit:https://www.crisisprevention.com/

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Subsidiaries and associated companies&,=60??

Tarkett, a world leader in flooring and sports surface solutions
The Tarkett group’s leadership position in the flooring industry is the result of 140 years of experience, and builds on the talent, values andcommitment of generations of entrepreneurs. Tarkett develops, manufactures and sells one of the broadest ranges of flooring products andaddresses diversified commercial and residential end-markets, mainly focus on renovation.

Tarkett in brief(Equity-method investment)
3rd largest manufacturer offlooring solutions worldwide

Approx. 12,000 employees

Sales in over 100 countries

34 industrial sites,
25 R&D laboratories
and 8 recycling centers€2,792.1 million
in sales in 2021

EBITDA of €229.0 million
in 2021(1)Stake(2) held by Wendel:
23.4%

Amount invested by Wendel(3):€222 million since April 2021

(1) Adjusted EBITDA. Post IFRS 16.
(2) Share of equity owned by Wendel as of 12.31.2021, net of treasury stock and pro forma of the capitalization of the sums temporarily invested by
Wendel in shareholder loans. Participation held via the company Tarkett Participation as part of the parternship with the Deconinck family.
(3) Amount of equity invested by Wendel at December 31, 2021, for the stake held at that date through Tarkett Participation.

Why did we invest in Tarkett?
As part of its 2021-2024 investment strategy, Wendel announced
on April 23, 2021, that it had partnered with the Deconinck family
to form Tarkett Participation to support Tarkett’s growth. The
Deconinck family will maintain a controlling stake in the company.
Wendel is represented by an observor on Tarkett’s Board of
Directors and has governance rights commensurate with the levelof its minority shareholding.
On October 26, 2021, Tarkett Participation announced that it held,
directly or indirectly, 90.41% of Tarkett’s share capital (comparedwith 86.27% following the close of the simplified tender offer on
July 9, 2021). Minority shareholders of Tarkett now hold less than
10% of share capital and voting rights.
Tarkett Participation could contemplate a potential squeeze-out
procedure, in accordance with the regulation, but this is not on thetable at this time. Tarkett Participation is a company controlled by
the Deconinck family, alongside Wendel.

60  - Universal registration document 2021

As a result, Wendel has invested a total of €222 million for a total
stake of 25.9% of Tarkett Participation’s capital, representing a
23.4% ownership of Tarkett.
Tarkett was formed in 1997 through the merger of the French
company Sommer Allibert S.A. and Tarkett AG (at the time listed on
the Paris and Frankfurt Stock Exchanges respectively). Sommer
Allibert S.A. was also formed as the result of a merger in 1972
between two French companies. Sommer was established at theend of the nineteenthcentury and Allibert was formed at the
beginning of the 20th century by Mr. Joseph Allibert, whose heirs
are the members of the Deconinck family, the majority shareholder.
Tarkett was formed at the end of the 19th century in Sweden.
In 1997, the Group embarked on a strategy which refocused onflooring by transferring its other activities, in particular automotive
equipment (2001) obtained from Sommer Allibert S.A., and was
renamed Tarkett (in 2003).

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The strategic plan is based on the following four strategic pillars:Parquet and laminate flooring 8% of 2021 revenuea) sustainable growth upheld by an increased focus on aselection of buoyant commercial market segments such as
health, education or corporate, the development of a global
range in the hospitality industry and the continued expansion ofsporting activities. The group is also planning to invest in digital
distribution channels in order to harnessfuture growth;

Parquetb) its approach will be even more focused on customers with asimpler, more flexible and responsive organisation;c) This is an ambitious development in terms of the circular
economy, with specific efforts made to develop recycling
solutions for customers; andd) a rigorous cost reduction programme has been developed withthe aim of generating savings of at least €120 million between
2019 and 2022 alongside a selectivecapital allocation policyaligned with strategic sustainable growth initiatives.
The group has many strategic assets: a leading position as the world’s 3rd largest flooring supplierworldwide (based on 2021 sales); balanced

geographicalexposure

anddiversified

marketsegments;

 a product range among the widest in the flooring and sports
surface industry; long-term relationships with customers; special long-term relationships with fitters and contractors p;
 a “GloCal” positioning; an eco-innovation pioneea pioneer; and an international and experienced management team.
Resilient flooring (vinyl and linoleum)
48% of 2021 revenue

1

The Group sells parquet in Europe (EMEA region), primarily in theNordic countries. It also sells these products in the CIS countries
and the Balkans. The Group is among the leading manufacturers ofparquet in Europe and the CIS. Parquets are generally sold in theresidential market.
Laminate flooring
Laminate flooring is mainly used in the residential market. Its allows
the end-user to reproduce their preferred design - wood, stone,
ceramic or graphic design - with greater durability at a lower cost.

Carpets 16% of 2021 revenue
Tarkett primarily offers carpets for use in commercial spaces suchas office buildings, public institutions, and the healthcare andeducation sectors. The group’s principal markets for commercial
carpet are North America, since the acquisition of Tandus in 2012,and Europe, since the acquisition of Desso in 2014. In 2018, theGroup significantly strengthened its position in the North American
hospitality sector carpet market with its acquisition of Lexmark.

Rubber flooring and accessories 7% of 2021 revenue
Tarkett sells a wide range of rubber flooring as well as vinyl andrubber accessories. Flooring products include rubber sheets andtiles, while accessories include stair nosing, tactile warning strips,
tactile paving tiles, warning tiles, baseboards, decorative wall
skirting, thresholds and adhesives.

Sports surfaces 21% of 2021 revenue
The sports surfaces manufactured by Tarkett are used all over theworld. They support amateur and high level sports people in theiractivities and combine safety, comfort, performance andattractiveness. Sports surfaces are laid in universities, schools andpublic sporting areas, primarily in North America and Europe(particularly in France, Spain, Benelux and the United Kingdom).

The group offers a wide range of resilient flooring, including
homogeneous and heterogeneous vinyl as well as linoleum. Bothresidential and commercial end-users purchase heterogeneous
vinyl. Homogeneous vinyl and linoleum, on the other hand, arepurchased primarily by commercial end-users.

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Highlights of 2021

2022 Outlook:

In 2021 Tarkett totaled €2,792.1 million in net sales, an increase of+6.0% as compared with 2020. Organic growth was 6.4%, or 8.0%
including price increases in the CIS region (Commonwealth of
Independent States) implemented to counter inflation in
procurement costs (in the CIS, price adjustments have historically
been excluded from the calculation of organic growth, because
they are implemented to offset currency fluctuations). The effect ofprice increases implemented in all segments averaged +3.5% in
2021 as compared with the prior year.

As at the date of publication of its annual results on
February 16, 2022, Tarkett expected continued volume growth andfurther inflation in purchasing costs €220 million to be fully offset byadditional selling price increases.

Adjusted EBITDA totaled €229.0 million in 2021, or 8.2% ofrevenues, as compared with €277.9 million in 2020, or 10.6% ofrevenues. Growth in sales volumes aided EBITDA, contributing €20
million. However, the effect of inflation on purchases of raw
materials, energy, and freight accelerated in the second half andled to an unprecedented increase in procurement costs of €178
million, in an environment of limited supply and very strong
demand, which added to the increases in the prices of oil and otherenergy sources. The selling price increases of €93 million havemitigated the impact of inflation.

Tarkett represented c.1.9% of Wendel’s Gross Asset Value as ofDecember 31, 2021.

Net financial debt was stable at €475.7 million at the end of
December 2021 (as compared with €473.8 million at the end of
December 2020), including an increase due to an exchange rate
effect on Tarkett’s dollar-denominated debt. Financial leverage was
2.1x adjusted EBITDA at the end of December 2021(1). In addition
to this solid financial structure, at the end of the year Tarkett had asignificant amount of liquidity, €628.7 million, including undrawn
Revolving Credit Facilities for €350.0 million and other confirmed
and unconfirmed credit facilities for €73.3 million and cash
equivalents of €205.4 million.

The situation in Russia and Ukraine has implications for the activitiesof the Group in the CIS region and its overall performance,
although it is too early to assess the impact. Russia represents
c.10% of Tarkett’s combined net sales in 2021. Safety of employees
who can be exposed to the conflict is a key priority.

For more information:
https://www.tarkett-group.com/en/investors/

Outlook for development
Tarkett’s ambition is to be the world leader in commercial flooringand sports surfaces and to grow in a targeted manner in theresidential sector. The Group’s vision is also to become a leader inthe circular economy, an area in which it has set itself someambitious objectives.
The Group strives to provide innovative solutions to create value forits customers and designs flooring and sports surfaces which offer
end users a good return on investment, high technical performanceand clear, strong commitments to the environment.
For more information, see Chapter 1.3 of the Tarkett 2021 Universal
Registration Document, filed with the AMF on March 28, 2022.

(1) Leverage at Tarkett level. Total consolidated debt at Tarkett Participation stands at €717m and leverage at 3.6x

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Sustainable development and non-financial
information
For over 140 years, Tarkett has been committed to designing great
spaces every day. The company puts people and the planet first,
considering the environment and health of current and future
generations in its Tarkett Human-Conscious Design™ approach.
Its ambition is to combine the expectations of each of its customers
with the profound challenges of protecting the planet, by reducing
its carbon footprint and changing the game with circular economy.
By working with its partners, Tarkett delivers safer and healthierspaces in which people can reach their full potential.

On February 3, 2022 – Tarkett, announced its new Climate 2030
roadmap, in line with the Paris Agreement’s goal of limiting global
warming to 1.5°C. The company will reduce its greenhouse gas
emissions across its entire value chain by 30% by 2030. In
February 2022, the independent Science Based Targets (SBTi)organization began the assessment and validation of Tarkett’s
greenhouse gas reduction targets. Tarkett’s 2030 climate roadmap
covers reductions in greenhouse gas emissions from its own
operations (Scope 1) and purchased energy (Scope 2) – as well as
those from the rest of its value chain, from suppliers to end
customers (Scope 3).
For more information:
https://www.tarkett-group.com/fr/climat-economie-circulaire/

2021 after IFRS 16

2020 after IFRS 16

Δ

Net sales

2,792.1

2,632.9+6.0%

EBITDA

229.0

277.9

-17.6%As a % of net sales

8.2%

10.6%

-240 bps(1)Net financial debt(1)

475.7

473.8

+1.5

In millions of euros(1) Tarkett SA’s net financial debt.

Top management

Wendel’s teams

Fabrice Barthelemy, CEO

Board
of
Directorsde Roquemaurel

Raphaël Bauer, CFO
Eric La Bonnardière, Chairman

of

Tarkett

Participation:

Josselin

Board of Directors of Tarkett SA: Josselin de Roquemaurel(Observor)
For more information: https://www.tarkett-group.com/

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

 %

ACAMS is the world's largest membership organization dedicated to fighting financial crime
ACAMS is the world’s largest membership organization dedicated to fighting illicit finance through training and certification in the areas ofAnti-Money Laundering (AML) and financial-crime prevention.

ACAMS in brief(Fully consolidated company from March 2022)
Approx. 285 employees

Over 90,000 members

Presence in 175 jurisdictions

Global leader in anti-financial
crime training and certification$83 million in annual sales
at the end of September 2021(1)$18 million annual adjusted
EBITDA(1) at the endof September 2021

Stake held by Wendel: 98%

Amount invested(2) by Wendel$338 million(1) Unaudited US GAAP figures. EBITDA established according to Wendel's usual methodology, including Wendel's estimate of the operating
expenses required to manage ACAMS' operations on an independent basis. EBITDA includes non-recurring items of approximately $2 million.
(2) Amount of equity invested by Wendel in ACAMS in March 2022.

Why did we invest in ACAMS?
On March 10, 2022, Wendel completed the acquisition of ACAMS(Association of Certified Anti-Money Laundering Specialists) from
Adtalem Global Education (NYSE: ATGE) and will conduct thetransition to a stand-alone business. This transaction valued ACAMS
at approximately $500 million(1). Wendel invested approximately$338 million in equity and holds approximately 98% of theCompany’s share capital alongside the company's management
and a minority shareholder.
ACAMS is the world’s largest membership organization dedicatedto fighting illicit finance through training and certification in theareas of Anti-Money Laundering (AML) and financial-crime
prevention. The company benefits from a large global network ofover 90,000 members in 175 jurisdictions. Of these members, morethan 50,000 professionals hold CAMS certifications that require

rigorous preparation, regular updates and annual continuing
education and training, including webinars and conference
attendance. ACAMS employs approximately 285 people, mainly in
the United States, London and Hong Kong, who together serve a
global customer base. The company generates more than 60% of
its sales outside of the United States.
For the 12-month period ending on September 2021, ACAMS
reported revenue of $83 million and unaudited EBITDA of $18
million(2), estimated on an independent operational management
basis and calculated according to Wendel's usual methodology.
ACAMS has a long history of organic growth.
Wendel's investment is in line with Wendel’s 2021-24 roadmap,
and its stated objective of accelerating the redeployment of capitalto higher-growth companies that share the ESG values of theWendel Group.

(1) Net adjusted acquisition price of $487.5 million.
(2) Unaudited US GAAP figures. EBITDA established according to Wendel’s usual methodology, including Wendel’s estimate of the operating
expenses required to manage ACAMS’ operations on an independent basis. EBITDA includes non-recurring items of approximately $2 million.

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Sustainable development and non-financial
information
ACAMS is a mission-driven company dedicated to the goal ofending financial crime. ACAMS’ training helps prepare individuals
and businesses to identify and prevent money laundering as well as
the financing of illicit operations that have a negative impact onsociety, including corruption, cybercrime, terrorism, humantrafficking, illegal wildlife trade, and many other nefarious, harmful,and illegal activities. As with all of its controlled companies, Wendel
will support ACAMS in the development of a formal ESG roadmap.

1

Top management
Scott Liles, CEO
Mariah Gause, COO

Wendel’s teams
Board of Directors: Adam Reinmann (Chairman), Harper Mates,
Jamie Fletcher, Caroline Bertin Delacour
Audit Committee: Jamie Fletcher (Chairman), Adam Reinmann,
Harper Mates, Mel Immergut (Wendel Senior Advisor)
For more information: acams.org

 - Universal registration document 202165

1

=:@;#=0>09?,?4:9
Subsidiaries and associated companies)09/07,-The Wendel Lab, a gateway to strong growth and a new ecosystem for Wendel
The Wendel Lab enables Wendel to increase portfolio growth but also to give Group companies access to a disruptive and technologicalecosystem.

Wendel Lab in brief
Investments in 7 funds
and funds of funds

1 direct investment€115 million of committed capital (1)(1) As of December 31, 2021. As of end of March 2022, an additional €21 million had been committed.

Why did we create the Wendel Lab?

Recent highlights

With the Wendel Lab, Wendel aims to increase its exposure to thehigh growth company sector. The structure, which was initiated in2013, has so far primarily made commitments to several
high-quality technology and growth investment funds. In addition
to these commitments, Wendel Lab aims to make direct
investments in high-growth companies. As part of its
2021-2024 strategic roadmap, Wendel announced that Wendel
Lab would eventually represent 5% to 10% of its net asset value.

In 2021, €49 million of new commitments has been subscribed.
Since the start of 2022, an additional €21 million has beencommitted to technology-focused funds raised by Andreessen
Horowitz (a16z), Insight Partners and Kleiner Perkins. Each of thesefirms is managed by highly respected and experienced technology
investors given their historical performance. Total commitments ofWendel Lab in the fund amounted to €115 million at end 2021, of
which c. 70% have been already called.

With the Lab, Wendel invests directly or through funds in innovativeand high-growth companies. The Lab should enable the Group to
be involved (via funds or directly) in the development of hundred
start-ups, mainly in the digital field.

In early 2022, Wendel announced the enhancement of Wendel Lab
with the naming of Jérôme Michiels as being responsible for theGroup’s initiatives in terms of investment in funds and directly
within the Wendel Lab. Jérôme Michiels, who is Wendel’s Executive
Vice-President and Chief Financial Officer, will continue in thoseroles.

Wendel Lab’s purpose is two-fold: the diversification of Wendel’s portfolio, by exposing itself tohigh-growth assets, generally with a digital component or with
disruptive business models, and developing the expertise of Wendel’s teams and those of its
portfolio companies in terms of technological innovations that
could impact or improve the Group’s value creation profile.
Through its funds and funds of funds activity, Wendel Lab hasaccess to renowned institutions such as: Accel Partners,
Andreessen Horowitz (a16z), Bond Capital, Innovation Endeavors,
InvAscent, Kleiner Perkins and Quadrille.

66  - Universal registration document 2021

Wendel Lab will thus continue to invest in funds and funds of funds,
under the leadership of Chris Witherspoon, hired in 2021. In
parallel, Wendel Lab is now seeking direct investment andco-investment opportunities in start-ups. To make these direct
investments, like the one made in 2019 in AlphaSense, the Wendel
Lab will rely on a new team of two experienced professionals in thisasset class, including Antoine Izsak, who joined Wendel at the
beginning of February 2022 as Head of Growth Equity.

=:@;#=0>09?,?4:9
Subsidiaries and associated companies

Sustainable development and non-financial
information:
Investments made by Wendel Lab are subject to specific ESG
procedures. In particular, they are subject to the exclusion list
adopted by Wendel. Before investing in a fund of funds, the ESG
and Wendel Lab teams analyze the investment policies of the funds

1in question and their suitability for Wendel’s exclusion list. Where
possible, more in-depth ESG due diligence is undertaken (HRpolicies, code of conduct, consideration of climate change, etc.). As
far as possible, this practice will also be implemented as part of theinvestments that Wendel Lab will make directly in growthcompanies.

 - Universal registration document 2021

67

1

=:@;#=0>09?,?4:9
Subsidiaries and associated companies=:8:7:2D

Sale of Cromology, a European leader
in decorative paints
At the end of October 2021, Wendel received a binding offer from
DuluxGroup to acquire the entire share capital. Present in eight
European countries, Cromology designs, manufactures, sells anddistributes a wide range of decorative paint and products toprofessionals and consumers. 65% of its activity is in France, 35% inSouthern Europe and in the rest of the world.
In January 2022, DuluxGroup acquired the entire share capital of
the company for an enterprise value of €1,262 million, or 13.2 times
LTM EBITDA(1) as of June 30, 2021.
This transaction generated net cash for Wendel of €896 million, i.e.,€358 million more than its valuation in the NAV published before
the announcement of the transaction, i.e., on June 30, 2021.
The history of Cromology within Wendel’s portfolio highlights thevalidity of the long-term investor model, which has allowed Wendel
to accompany the company in critical moments. When Wendel
made the decision in early 2019 to reinvest €125 million in thecompany, Wendel was confident that the new management teamput in place in 2018 was capable of creating sustainable value forits shareholders and stakeholders. In addition, all Cromology teams
demonstrated their commitment and resilience during the
COVID-19 crisis, enabling the company to deliver remarkable
operational, financial and non-financial performance.
This transaction is an additional step in Wendel’s roadmap for2021-2024, and its strategy to redeploy its capital towards growth
assets.

(1) Enterprise value and EBITDA exclude the impact of IFRS 16.
(2) Including the impact of IFRS 16.
(3) According to the banking definition.

68  - Universal registration document 2021

History of Wendel’s investment in Cromology
In 2006, Wendel acquired the Materis group, which comprised four
divisions: Aluminates (Kerneos), Mortars (Parexgroup), Admixtures(Chryso) and Paints (Materis Paints). In 2014, the Materis group fully
refocused its operations on its Paints business, selling Kerneos in
March, Parexgroup in June and Chryso in October of that year for
total net sales proceeds of €1.7 billion, which were devoted toreducing the company’s debt. On July 7, 2015, Materis Paints, thelast Group division, rebranded as Cromology and set its sights on
new challenges.
On May 13, 2019, Wendel announced that it had signed anagreement to renegotiate Cromology’s financial debt. At the end of
May 2019, Wendel invested €125 million in equity alongside the
new management team, led by Pierre Pouletty, the Company’s new
Chairman appointed in June 2018, and Loïc Derrien, appointed
Chief Executive Officer in August of the same year. The new equity
provided by Wendel has been used to strengthen the Company’s
financial structure, in particular by reducing its debt. The newequity also enabled the company to implement its transformation
plan and finance its investments.
In total, Wendel has invested €550 million of equity in the Materisgroup, including €125 million in 2019 in Cromology. With Wendel’s
support, the new management team has thus successfully led theCompany’s strategic and operational refocusing since the end of
2018, enabling it to weather the Covid crisis in a remarkablemanner. As a result, the EBITDA margin has reached a record levelof 19.7%(2), and financial leverage has been reduced to 0.05x(3) at
end June 2021.

1

=:@;#=0>09?,?4:9
Subsidiaries and associated companies

ESG achievements since 2006
Since the acquisition of the Materis Group by Wendel in 2006,
Cromology has pursued a proactive policy to promote theenvironmental and social performance of the company and its
products. Cromology places ESG at the heart of its strategy, at thesame level as profitable growth and operational excellence. In its
ESG roadmap published in 2020, Cromology committed to fivepriority themes: human resources, business ethics, health andsafety, respect for the environment, and the quality of the paints
offered.



Thus, 100%(1) of the Group’s industrial sites are certified in terms ofhealth and safety of teams(2), and 70% of sites are certified in termsof environmental management(3), with a target of 100% by 2023.
Cromology works to engage its entire value chain in its social
responsibility approach: 80% of the volume of raw materialpurchases comes from suppliers who have signed the company’s
responsible purchasing Charter and are committed to respecting
its principles. Finally, Cromology is continuously working to offer
paints and colors that are more respectful of the environment andusers: in 2020, almost half of the revenue from paint was generated
by the sale of paint with a European environmental label.

"?30=;:=?1:74:491:=8,?4:9

Wendel is paying close attention to the evolution of the situation in
Ukraine and its potential consequences, as the most material
financial impact, among other things, could come from an increaseof our companies' cost structures, raw materials prices, supply
chain and wages inflation, if these are not passed on sufficiently
quickly in sales prices, as our companies were able to do in 2021.
Wendel is also monitoring the evolution of the Covid epidemic in
Asia, particularly in China.

Wendel's direct economic exposure to Russia and Ukraine islimited at c. 1%(4) and security of local employees who can be
exposed to the conflict is a key priority.
Please find below the Group direct exposure to Russia and Ukraine
through its companies:

2021 Russia & Ukraine sales (% total sales)

Listed assets (55% of GAV(1))
Bureau Veritas (46 % of GAV(1))<1 %IHS Towers (7.5 % of GAV(1))

0%Tarkett (1.9 % of GAV(1))

c.10 %

Unlisted assets (37 % of GAV(1))
Constantia Flexibles

<5 %

Stahl

c.1 %

CPI

c. 0 %(1)

Net cash position (6,5% of GAV )
ACAMS

0%
c. 0 %(1) GAV: Gross Asset Value, as computed in Wendel’s NAV as of December 31, 2021.

(1) Values at December 31, 2021.
(2) OHSAS 18001 or ISO 45001 certification.
(3) ISO 14001 certification.
(4) GAV: Gross Asset Value, as computed in Wendel’s NAV as of December 31, 2021.

 - Universal registration document 2021

69

1

=:@;#=0>09?,?4:970  - Universal registration document 2021

2
"$#"$&
"($!!


!($   %'"$(%!$+
!%

2.1.1
2.1.2
2.1.3
2.1.4
2.1.5
2.1.6
2.1.7
2.1.8

The Supervisory Board andits operations
Supervisory Board Committees
Gender diversity policyin governing bodies
Corporate governance statement
The Executive Boardand its operations
Internal organization
Division of powers between the
Executive and Supervisory Boards
Compliance and ethical issues
involving the Group’s governingand supervisory bodies!" %&! !!$"!$&!$%
2.2.1

72
95

2.2.2

100
101

2.2.3

102
107
110

Compensation policy
for corporate officers
General informationon the compensation of corporate
officers for fiscal year 2021
Breakdown of compensation
paid in 2021 or awarded for 2021
to Executive Board members
and to the Chairmanof the Supervisory Board,
submitted to a shareholders' vote


116

125

144

112

 - Universal registration document 202171

2

:=;:=,?0:A0=9,9.0
Governing and supervisory bodies

This “Corporate governance” section includes extracts from the report of the Supervisory Board on Corporate governance preparedpursuant to Articles L. 22-10-20 and L. 22-10-34 of the French Commercial Code. The Supervisory Board’s report also includes information
pertaining to the Shareholders’ Meetings (section 8.4.4) and information that could have an impact in the event of a public offer(section 8.3.11). Lastly, it includes information regarding delegations of powers and authority for capital increases (section 8.3.7), and theobservations of the Supervisory Board (section 9.3). This report was issued by the Supervisory Board at its meeting on March 17, 2022, after
review by the Governance and Sustainability Committee.

 :A0=9492,9/>@;0=A4>:=D-:/40>
Since 2005, the Company has been governed by an Executive Board and a Supervisory Board. The following section explains how the
Company’s governing bodies operate, their composition and the rules of ethics that apply to them.

 &30%@;0=A4>:=D:,=/,9/4?>F:;0=,?4:9>
2.1.1.1 Composition of the Supervisory Board

Changes in the composition of the Supervisory Board

The Supervisory Board is composed of a minimum of 3 and amaximum of 18 members.

The composition of the Supervisory Board has not changed since
the Shareholders’ Meeting of June 29, 2021. Thus, the Supervisory
Board is composed of 10 members appointed by the Shareholders’Meeting and 2 members representing employees, appointed by
Wendel's Social and Economic Committee, in accordance with thelegal and statutory provisions in force.

The members of the Supervisory Board are appointed by theshareholders, voting in their Ordinary Meeting, for a four-year term.
They can be reappointed. In order to foster a harmonious turnoveron the Supervisory Board and enable a smooth transition between
the members of the Supervisory Board, staggered renewals wereorganized in 2005 following the move towards a dual structure.
The number of Supervisory Board members being more than
70 years old may not, after each Ordinary Shareholders’ Meeting,exceed one-third of current Board members. Should this
proportion be exceeded, the term of the oldest member of theSupervisory Board, except for the Chairman, will end at the close of
the following Ordinary Shareholders’ Meeting.

72  - Universal registration document 2021

:=;:=,?0:A0=9,9.0
Governing and supervisory bodies

2

As of December 31, 2021, the expiry dates for the terms of each member were as follows:

2022 Shareholders’ Meeting2023 Shareholders’ Meeting2024 Shareholders’ Meeting2025 Shareholders’ Meeting Franca Bertagnin Benetton

 Gervais Pellissier Thomas de Villeneuve Bénédicte Coste Guylaine Saucier

 Jacqueline Tammenoms

 François de Mitry

Bakker Humbert de Wendel

Since 2014, the Company has been in compliance with the legal
requirements imposing a 40% proportion of women on the
Supervisory Board since this proportion is 50% excluding employee
representatives, and 58.3% when they are included. As of the
publication of this Universal Registration Document, 5 women sit on
the Supervisory Board: Franca Bertagnin Benetton, Bénédicte
Coste, Priscilla de Moustier, Guylaine Saucier, Chairwoman of the
Audit, Risks and Compliance Committee, and Jacqueline
Tammenoms Bakker, Chairwoman of the Governance andSustainability Committee.

 Priscilla de Moustier Nicolas ver Hulst

The renewal of the term of office of Franca Bertagnin Benetton will
be subject to the approval of the Shareholders’ Meeting of June 16,2022. Guylaine Saucier, an independent member of theSupervisory Board for almost 12 years, has expressed her intention
to not seek the renewal of her term. The appointment of William D.
Torchiana as an independent member will be proposed to the
Shareholders’ Meeting on June 16, 2022.
For more information concerning the renewal of the term of officeof Franca Bertagnin Benetton and the proposed appointment ofWilliam D. Torchiana, see the “Succession plan for the Supervisory
Board” section below.
Subject to the approval of the Shareholders’ Meeting on June 16,
2022, the Supervisory Board after the Meeting will be composed of
12 members, including 2 employee representatives, i.e.: 40% of women excluding employee representatives and 50%
when they are included; and 40% independent members, excluding members representing
employees.

 - Universal registration document 202173

2

:=;:=,?0:A0=9,9.0
Governing and supervisory bodies

Supervisory Board members at April 14, 2022

Name

Nicolas ver HULST
GervaisPELLISSIER*

Independent
as definedin theAfep-Medef
Code

GenderAge

Nationality

Positionon theSupervisory
Board

M

68

FrenchChairman

05/18/2017

2025 AGM

906

-

62

Vice-Chairman
French Lead Member

06/05/2015

2023 AGM

500

ARCC




M

Date first
appointed to
the Supervisory
Board

Date current
term ends

Number of
Wendel SE
shares held Committee
on 12/31/21
memberFranca Bertagnin
BENETTON*

F

53

ItalianMember

05/17/2018

2022 AGM

500

ARCC

Bénédicte COSTE

F

64

FrenchMember

05/28/2013

2025 AGM

1,060

GSC

39

AmericanMemberrepresenting
employees

01/01/2021

12/31/2024

687-

Member

06/29/2021

2025 AGM

3,000

ARCC

Member

05/28/2013

2025 AGM

150,443

GSC


Harper MATESF

François de MITRY

M

56

Luxembourger

Priscilla de
MOUSTIER

F

69

FrenchGuylaine SAUCIER

F

75

Canadian

Member

06/04/2010

2022 AGM

500

ARCC and
GSC

Jacqueline
TAMMENOMS
BAKKER**

F

68

Dutch

Member

06/05/2015

2023 AGM

500

ARCC andGSC

09/05/2018

11/20/2022

2,941

GSC

SophieTOMASI PARISE

F

43

FrenchMemberrepresenting
employees

Thomasde VILLENEUVE

M

49

FrenchMember

07/02/2020

2024 AGM

500

GSC

Humbertde WENDEL

M

65

FrenchMember

05/30/2011

2023 AGM

225,064

ARCC

AGM = Annual General Meeting; GSC = Governance and Sustainability Committee; ARCC = Audit, Risks and Compliance Committee.
*

The number of asterisks shows the number of directorships held in another listed company.

12 members including 2 employee representatives
4

4

6

independent
members

womennationalities
French40%(1)

40%(2)

AmericanCanadian
ItalianLuxembourgish
Dutch(1) Excluding members representing employees

74  - Universal registration document 2021

(2) Excluding members representing employees (50% when these are included):=;:=,?0 :A0=9,9.0
Governing and supervisory bodies

The Supervisory Board’s diversity policy
The Supervisory Board considers that the diversity of its members’
profiles is a strength and enhances its contribution to good
governance. The Governance and Sustainability Committee
conducts its search and selection work with a view to promoting avariety of skills and nationalities, gender diversity and a balanced
representation of independent members. The key skills of eachmember of the Supervisory Board are described in theirbiographies below. The complementarity of experience and skills is
important, with in particular the presence on the Board of skills ininvestment and private equity, finance and audit, ESG andgovernance, technology and digital, and general management andstrategy experience.
The Supervisory Board has drawn up and periodically reviews its
skills matrix in order to identify the experiences and qualifications
that should be strengthened within the Board, in particular withregard to the evolution of its governance and its strategic
objectives. In 2021, the analysis of the results of this matrix,
supplemented by those of the Board’s annual assessment of its
composition, showed that the Supervisory Board would benefit
from the addition of the following skills:

2

 were not executive corporate officers of a company in which theCompany holds, directly or indirectly, a directorship, or in which
an employee designated as such or an executive corporate
officer of the Company (current or in the last five years) holds a
directorship; were not customers, suppliers, investment bankers or corporatebankers:
 of the Company or the Group to a significant extent, or for which the Company or the Group accounts for a significant

portion of the business; did not have family ties with a corporate officer of the Company;
 have not been a Statutory Auditor of the Company during theprevious five years; and have not been directors of the Company for more than 12 years.
The loss of independent director status occurs at 12 years.

 experience in US markets and business; andWith regard to the criterion relating to a business relationship with
the Group, the Supervisory Board – following the recommendationof the Governance and Sustainability Committee – carries out aquantitative and qualitative review of the situation of each member
concerned, based on the following criteria:

 senior profile with operational leadership experience.

 the companies involved in the business relationship;

The Governance and Sustainability Committee conducted its workin accordance with the Supervisory Board’s diversity policy andproposed the following candidate: William D. Torchiana. For more
information on the process for selecting a new member, pleaserefer to the “Succession plan for the Supervisory Board” section.

 the nature of the business relationship (customer/supplier/

Independence of Supervisory Board members
The Supervisory Board is designed to guarantee impartial
deliberation and includes members who qualify as independent. It
reviews the independence of its members every year.
The Supervisory Board adopts the following definition of“independent member", as defined by the Afep-Medef Code: “Adirector is independent if he or she has no relationship of any kindwith the Company, its Group or its management, which could
compromise his or her judgment.”
At their respective meetings on February 8 and 9, 2022, theGovernance and Sustainability Committee and the Supervisory
Board reviewed the independence of each member based on thefollowing criteria, in accordance with recommendation 9.5 underthe Afep-Medef Code, as to whether they: were not employees or executive corporate officers of the

management position/member of a governance body), as wellas its frequency; and the significance of the business relationship with regard to (i) therevenue generated between the parties concerned, and (ii) the
existence or absence of economic dependence or exclusivity
between the parties.
As in previous years, the independence of Gervais Pellissier was
examined in detail because of his business relationship with
Orange. Gervais Pellissier is Deputy Chief Executive Officer of
Orange, in charge of Human Resources and Transformation, andChairman of Orange Business Services. Orange is a customer of
IHS, a Wendel portfolio company. The Supervisory Board
confirmed Gervais Pellissier’s independence given that: the revenue generated between parties is not material; since the IPO of IHS, Wendel no longer has any influence over
IHS and no longer accounts for IHS on an equity basis; and the relations between Orange and IHS do not fall under thecompetence of Gervais Pellissier and are not under his
responsibility.

Company, employees, executive corporate officers or directorsof the parent company or of a company consolidated by it,either currently or at any time in the five previous years; - Universal registration document 202175

2

:=;:=,?0:A0=9,9.0
Governing and supervisory bodies

Following the review of the independence of its members, theSupervisory Board estimated that on March 9, 2022, 4 members outof 10, i.e., 40%, met the independence criteria set by the
Afep-Medef Code: Franca Bertagnin Benetton, Gervais Pellissier,
Guylaine Saucier and Jacqueline Tammenoms Bakker(1). The
composition of the Supervisory Board therefore complies withrecommendation 9.3 of the Afep-Medef Code, which advocatesthat at least one-third of the Board members of controlled
companies be independent.

Lead Member of the Supervisory Board
Gervais Pellissier was appointed as Lead Member of theSupervisory Board in October 2018. His role is to: interact with Wendel shareholders who request it; represent the independent members of the Board vis-à-vis theother members of the Board and the Executive Board; conveneand chair meetings of the independent members; and prevent, examine and handle potential or actual conflicts ofinterest with the majority shareholder.
In 2021, Gervais Pellissier met with one of the Company’s
institutional investors, which allowed a direct dialogue on certain
issues. Gervais Pellissier subsequently reported on this meeting to
the Board.

Succession plan for the Supervisory Board

For each of these situations, the replacement of the member(s)concerned is organized, and the role of the Governance andSustainability Committee is specified. The procedure for selecting
the new member(s) is also detailed. It is based on the preparationof a candidate profile by the Committee, taking into account theSupervisory Board’s diversity policy, general personal andprofessional criteria expected of all candidates, as well as specificcriteria enabling the search to be adjusted to needs, taking into
account, in particular, changes in the Group’s governance, its
strategic orientations and new trends and priorities.
The Committee may call on a recruitment firm to assist it, and may
also ask the members of the Executive Board for their opinion. The
selection procedure is adapted to the type of appointment –independent member or member of the Wendel family. Wheneverpossible, the Committee submits two alternative candidates to theBoard for a decision. The appointment of the candidate selected by
the Supervisory Board is then placed on the agenda of the next
Shareholders’ Meeting.
At the end of 2021 and early 2022, a process for selecting a new
independent member of the Supervisory Board was set up
according to the main steps described below:

 a Selection Committee, composed of the Chairman of the Boardand several Board members, has been set up by theGovernance and Sustainability Committee. This committee wasassisted in its work by a recognized international recruitment
firm;

The succession plan for the Supervisory Board was formalized
following the work carried out by the Governance and Sustainability
Committee in early 2022. It was adopted by the Supervisory Board,
without the presence of the Executive Board (executive session), at
its meeting of March 9, 2022.

 the selected candidates were interviewed; andIt will be reviewed by the Committee and the Chairman of theSupervisory Board at least once a year and whenever necessary.

Accordingly, the appointment of William D. Torchiana will be
submitted to the shareholders at the Shareholders’ Meeting ofJune 16, 2022. William Torchiana will bring to the Supervisory
Board his expertise in mergers and acquisitions and complex
transactions, acquired while working as a lawyer since 1986 in Parisand New York with the international law firm Sullivan &Cromwell LLP, of which he managed the Paris office for 14 years.
He will also bring to the Board his knowledge of the US markets
and business environment, thanks to his bicultural Franco-Americanbackground, his work with the US Federal Reserve, and with US
organizations in France.

The plan specifies the characteristics of the Board’s composition, as
well as the data that will make it possible to monitor its evolution.
It describes the assumptions leading to the organization of thesuccession of Board members, according to different time-frames: short-term

situations: unforeseen
incapacity, resignation or death;circumstances

such

as

 medium-term situations: dismissal from office; and long-term situations: expiry of the term of office, reaching theage limit or loss of independent status due to the length of theterm of office.

 the Committee presented a candidate to the Supervisory Board,which decided to submit his appointment to the Shareholders’Meeting for approval.

Subject to his appointment, he would join both the Audit, Risks andCompliance Committee and the Governance and Sustainability
Committee.

(1) It is specified that the Supervisory Board members representing employees are not included in the calculation of the proportion of independent
Board members, in accordance with the Afep-Medef Code.

76  - Universal registration document 2021

:=;:=,?0:A0=9,9.0
Governing and supervisory bodies

The renewal the term of office of Franca Bertagnin Benetton is also
submitted to shareholders' approval. Her US education, her
experience in the listed and non-listed companies investment
sector, her knowledge of family business issues gained within the
Benetton’s family office, are all relevant skills for the Supervisory
Board. The Board also values the qualitative contribution of Franca
Bertagnin Benetton to the work of the Board and the Audit, Risks
and Compliance Committee for the four last years.

No conviction for fraud, official public incrimination
and/or public sanction or liability for bankruptcy
during the previous five years
To the best of the Company’s knowledge and as of the date of this
Universal Registration Document, subject to the clarification below,
no member of the Supervisory Board has, during the last five years:(i) been convicted of fraud or been the subject of an official
indictment and/or official public sanction by statutory or regulatory
authorities (ii) been associated with any bankruptcy, receivership,
liquidation or placement under court administration; (iii) beendisqualified by a court from serving as a member of an
administrative, management or supervisory body of an issuer orfrom acting in the management or conduct of the affairs of anissuer.
Nicolas ver Hulst is Chairman of the Board of Directors of thecompany BR Gaming, which is subject to court-ordered liquidations
proceedings which began on September 2, 2015. These
proceedings are ongoing.

2

Conflicts of interest, family ties and service contracts
To the best of the Company’s knowledge as of the date of this
Universal Registration Document, subject to the details below,
there is no proven or potential conflict of interest between, on the
one hand, private interests or other duties of the members of theSupervisory Board and, on the other hand, their obligations withregard to the Company:

 Nicolas ver Hulst, Bénédicte Coste, François de Mitry, Priscillade Moustier, Thomas de Villeneuve and Humbert de Wendel are
members of the Wendel family. They are also directors ofWendel-Participations SE, the Company’s main shareholder,which represents the interests of Wendel family members.
Priscillade Moustieris
Chairman
andCEOofWendel-Participations SE; and Thomas de Villeneuve and François de Mitry hold positions ininvestment funds that may compete with Wendel.
It is specified that to the Company’s knowledge, there is no existingor potential conflict of interest that has not been handled inaccordance with the conflict-of-interest management procedure
specified in the internal regulations of the Supervisory Board anddescribed in 2.1.8.2 “Business ethics”, “Conflicts of interest”
paragraph.
Supervisory Board members have no family ties with the Executive
Board members.
Restrictions on the sale of shares held by the members of theSupervisory Board are described in 2.1.8.1 “Market ethics”.

 - Universal registration document 2021

77

2

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Governing and supervisory bodies

2.1.1.2 Information regarding members of the Supervisory Board

Career path:
Nicolas ver Hulst is a graduate of École Polytechnique and holds an MBA from INSEAD.
He began his career at the French department of Telecommunications before joining BNP.
From 1985 to 1995, he worked in various positions at CGIP, including as head of businessdevelopment.
From 1989 to 2017, he held management positions at Alpha Associés Conseil, initially as an
Executive Board member, then as CEO, and from 2007 as Chairman. His term of office at
Alpha Group ended on October 16, 2017.
Other appointments and positions held as of December 31, 2021:
Wendel Group:
Director of Wendel-Participations SE
Other:
Member of the Supervisory Board of Qovetia
Nicolas ver HULSTMember of the Supervisory Board of MPM Advisors
Director of Septagon Sicav

Chairman of the Supervisory Board

Manager of Milkyway Capital Soparfi

Date appointed to first term: May 18, 2017Manager of Northstar SC

Current term expires on: AGM to be held in 2025
Born on August 21, 1953

Manager of Orion SC
Director of Midas Wealth Management
Director of Center Pompidou Metz

French nationality

Appointments expired in the last five years:

Address:
20 Cité Malesherbes,
75009 Paris
FranceMember of the Executive Board of Alpha Associés Conseil

Key skills:

Number of Wendel shares held as of December 31, 2021: 906

 Private equity
 Finance
 CEO

78  - Universal registration document 2021

Chief Executive Officer of Glacies Holding
Director of Cyrillus-Vertbaudet
Member of the Supervisory Board of Financière Ramses

:=;:=,?0:A0=9,9.0
Governing and supervisory bodies

2

Career path:
Gervais Pellissier is a graduate of HEC, as well as Berkeley in California and the University of
Cologne in Germany. He joined Bull in 1983 and held positions of increasing responsibility infinance and management control in France, Africa, South America, and Eastern Europe. In
1994, he was appointed Chief Financial Officer of the Services and Systems Integration
division, and then of the IT Outsourcing division. He became Director of Management
Control at Bull and in 1998, its Chief Financial Officer.
From April 1, 2004, to February 1, 2005, Gervais Pellissier was the Associate Manager
guiding the Board of Directors and Deputy Chief Executive Officer of Bull. From
February 2005 to mid-2008, he was Vice Chairman of the Board of Directors of Bull.
He joined the France Télécom Group on October 17, 2005, and was appointed CEO ofFrance Télécom Operadores de Telecomunicaciones in November 2005. ln this role hemerged France Télécom’s landline and mobile activities in Spain into a single structure.
From January 2006 to February 2009, he served as a member of France Télécom’s General
Management Committee, in charge of Finance and Operations in Spain.
Gervais PELLISSIER
Vice-President of the Supervisory Board
Lead Member of the Board
Member of the Audit, Risks and Compliance
Committee
Independent member
Date appointed to first term: June 5, 2015
Current term expires: AGM to be held in 2023

From March 2009 to March 2010, he served as the Executive Vice-President in charge ofFinance and Information Systems.
In November 2011, Gervais Pellissier was appointed Deputy Chief Executive Officer ofFrance Télécom-Orange, which became Orange on July 1, 2013, retaining the full scope of
his activities. On September 1, 2014, he was appointed Deputy Chief Executive Officer,
Executive Director in charge of European operations (excluding France).
In May 2018, Gervais Pellissier took over new responsibilities in the Orange Group Executive
Committee as the Group’s Deputy CEO for Transformation, as well as Chairman of Orange
Business Services.
Since September 1, 2020, Gervais Pellissier is Deputy CEO, Human Resources and Group
Transformation Director and Chairman of Orange Business Services.

Born on May 14, 1959

He holds two of France’s highest honors: Knight of the Legion of Honor and Officer of the
National Order of Merit.

French nationality

Orange Group:

Other appointments and positions held as of December 31, 2021:

Professional address:
Orange,78, rue Olivier-de-Serres,
75015 Paris,
FranceDeputy Chief Executive Officer of Orange SA since 2011 (listed company)

Key skills:

Appointments expired in the last five years:

 CFO

Chairman of the Board of Directors of Orange Business Services since 2018
Director of Orange Spain since 2006 and Chairman since 2016
Founder and director of the Fondation des Amis de Médecins du Monde since 2014
Member of the Supervisory Board of Orange Polska SA

 Experience in the field of digital

Director of Orange Horizons

 Management

Number of Wendel shares held as of December 31, 2021: 500

and new technologies

Director of Mobistar/Orange Belgium - Universal registration document 2021

792

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Governing and supervisory bodies

Career path:
Franca Bertagnin Benetton is a graduate of Boston University and holds a MBA from
Harvard University (1996).
She started her career at Colgate Palmolive in Global Business Development, in New York
(USA) and Hamburg (Germany), as Product Manager. She later worked at Bain & Co in Itlay
until joining the Benetton group in 1997.
In 2003, she moved to the investment sector managing a diversified portfolio of private andpublic investments as CEO of her family office Evoluzione (until 2021) and CEO of
Evoluzione 2 (since 2021).
She is a director of Edizione, the investment holding company of the Benetton family (since2005), Benetton (since 2013), Autogrill Spa (since 2017), Telepass Spa (since 2019) andFondazione Benetton (since 2019).
She currently serves on the European Advisory Board of the Harvard Business School andthe International Advisory Board of Boston University.
Other appointments and positions held as of December 31, 2021:
Franca BERTAGNIN BENETTON

Chief Executive Officer of Evoluzione 2

Member of the Supervisory Board

Director of Edizione SrlMember of the Audit, Risks andCompliance Committee
Independent member
Date appointed to first term: May 17, 2018

Director of Autogrill Spa (listed company)
Director of Benetton Srl
Director of Telepass Spa
Director of Fondazione Benetton
Appointments expired in the last five years:

Current term expires: AGM to be held in 2022

CEO of Evoluzione Spa(submitted renewal)

Director of Aidaf, the Italian Chapter of FBN (Family Business Network)

Born on October 23, 1968
Italian nationality
Professional address:
Evoluzione 2 Srl,
Vicolo Avogari, 5
31 100 Treviso
Italy
Key skills:
 Private equity
 Family business International experience80  - Universal registration document 2021

Number of Wendel shares held as of December 31, 2021: 500

:=;:=,?0:A0=9,9.0
Governing and supervisory bodies

2

Biography:
Bénédicte Coste is a graduate of the École des hautes études commerciales (HEC) (with amajor in finance) and holds a degree in law.
She began her career in the finance division of Elf Aquitaine where she managed a portfolio
in the Markets & Portfolio department from 1980 to 1984.
In 1986, she started a portfolio management business first as an independent, then createdFinancière Lamartine SA, a portfolio management company, which obtained approval fromthe French market regulatory authority (COB) in 1990 (authorization No. GP 9063 on
July 27, 1990). Financière Lamartine is specialized in discretionary management for privateclients.
She is a member of the Bank and Asset Management Group at the HEC Association.
She was President of AFER, the French savings and retirement association, from April 2004
to November 2007.
In 2011, she graduated with a BTS in agricultural management from l’École supérieured’agriculture d’Angers.
Bénédicte COSTE

Other appointments and positions held as of December 31, 2021:

Member of the Supervisory Board

Wendel Group:

Member of the Governance andSustainability Committee
Date appointed to first term: May 28, 2013
Current term expires on: AGM to be held in 2025
Born on August 2, 1957
French nationality
Professional address:
4, avenue Lamartine,
78170 La Celle-Saint-Cloud,FranceDirector of Wendel-Participations SE
Other:
Chairwoman and CEO of Financière Lamartine
Chairwoman of Association samarienne de défense contre les éoliennes industrielles
Manager of SCEA Domaine de Tailly (farm)Manager of Groupement forestier de la Faude
Appointments expired in the last five years: none
Number of Wendel shares held as of December 31, 2021: 1,060

Key skills:
 Finance Strategy
 CEO - Universal registration document 2021

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Governing and supervisory bodies

Biography:
Harper Mates is a Managing Director and member of the Investment Committee of
Wendel.
Prior to joining the New York office in 2015, Harper was a Vice President at
MidOcean Partners, a US middle-market private equity fund, where she was
responsible for investments in the Services and Media sectors.
She began her career at J.P. Morgan Chase as an analyst, then worked at Citi
Private Equity as an investment manager. Harper holds a MBA from Harvard
Business School and a BA from the University of Wisconsin-Madison.
Other appointments and positions held as of December 31, 2021:
Wendel Group:Managing Director at Wendel
Director of Elevator Holdco Inc. (Crisis Prevention Institute)
Appointments expired in the last five years: none
Harper MATES
Member of the Supervisory Board,
employee representative
Date of first appointment: January 1, 2021
Current term expires on December 31, 2024
Born on June 10, 1982
American nationality
Professional address:
Wendel North America
101 Park Avenue, 27th Floor
New York, NY 10017

82  - Universal registration document 2021

Number of Wendel shares held as of December 31, 2021: 687

:=;:=,?0 :A0=9,9.0
Governing and supervisory bodies

2

Career path:
He holds a Master’s degree in Economics and a postgraduate diploma in Finance from
Dauphine Paris University and the Institut d’études politiques in Paris.
François de Mitry began his career in the M&A team of HSBC in London. He joined Société
Générale in 1991 as business manager of the LBO/Financing department, and then as
deputy director from 1994.
He then joined in 1997 the alternative asset manager Intermediate Capital Group Plc (ICG) in
London, of which he became Managing Director in 2005.
Between 2004 and 2012, François de Mitry was a member of the Wendel Supervisory
Board.
In 2012, il joined the investment fund Astorg in London, of which he became managing
partner in 2018. Astorg primarily invests in software, healthcare, business services andtechnology-based industrial companies, in Europe and in the USA.
Other appointments and positions held as of December 31, 2021:
François de MITRY

Wendel Group:
Director of Wendel-Participations SE

Member of the Supervisory Board

Other:

Date appointed to first term: June 29, 2021

Manager of Astorg Asset Management

Date current term ends: AGM to be held in 2025
Born on January 27, 1966
Luxembourg nationality
Professional address:
3 St James Square
London SW1 Y4JU3
United Kingdom

Manager of Astorg GroupClass A Manager of Astorg Advisory Services Mid-Cap
Manager of Astorg Advisory Services
Manager of Astorg Advisory Services Growth Luxembourg
Director of Astorg Advisory Services Growth UK BranchManager of Astorg Advisory Services Niederlassung Deutschland
Member of the Supervisory Board of Saphilux
Class A Manager of Saphilux GP

Key skills:

Manager of AAM UK Branch, AAS UK Branch

 Investment

Director of Axiom UK Midco Ltd, Axiom UK Topco Ltd, Axiom UK Nominee Ltd

 International experience

Director of A7 Invest Bidco Ltd

 Experience as top management

Director of Cidron Healthcare IT 4 Ltdof a listed company

Member of the Supervisory Board of Loire UK Holdco Ltd
Director of TopNexus Ltd
Director A of Greyhound Dutch Topco BV
Director of Cronos Holdings Ltd
Manager of Foreigner Topco SARLManager of Infinity Luxco
Member of the Supervisory Board of Solina Group Holding
Appointments expired in the last five years:
Class A Manager of Hosta/Megadyne
Advisor of Megadyne Spa
Director of Audiotonix Group Ltd
Director of Audio UK 2, Audio UK 3, A6 Audio Bidco Ltd
Managing Director of Astorg Partners UK Branch
Chairman of the Board of French Park 1/Parkeon
Member of the Supervisory Board of Flowbird Holding 1
Director of Tremolo Holdco Ltd, Tremolo Bidco Ltd, Tremolo Midco Ltd
Number of Wendel shares held as of December 31, 2021: 3,000 - Universal registration document 2021

832

:=;:=,?0:A0=9,9.0
Governing and supervisory bodies

Biography:
She holds an MBA from INSEAD, a bachelor’s degree in mathematics and a master’s
degree in economics from the Paris University as well as the diploma of the Institut d’études
politiques.
After negotiating the sale of turnkey manufacturing facilities for Creusot-Loire Entreprises
and working as a consultant at McKinsey, she joined Berger-Levrault, where she was
responsible for new project developments in the Metz technology park.
Since 1997, she has been involved in the Wendel chair at Insead, and subsequently the
Wendel International Center for Family Enterprise.
She also represents Wendel-Participations in the Family Business Network.
Other appointments and positions held as of December 31, 2021:
Wendel Group:
Chairman and CEO of Wendel-Participatiosns SE
Other:
Priscilla de MOUSTIER

Chairwoman of the Supervisory Board of Oxus Holding

Member of the Supervisory Board

Vice-President of the French chapter of the Family Business Network

Member of the Governance andSustainability Committee

Chairwoman of Fondation Acted

Date appointed to first term: May 28, 2013

Member of the Supervisory Board of F-451
Director of Acted
Director of Somala (Marais de Larchant SA)

Current term expires on: AGM to be held in 2025

Appointments expired in the last five years:

Born on May 15, 1952

Director of American Library of Paris

French nationality
Address:
94, rue du Bac
75007 Paris
FranceKey skills:
 Family business
 ESG
 International experience

84  - Universal registration document 2021

Director of FBN International
Number of Wendel shares held as of December 31, 2021: 150,443

:=;:=,?0:A0=9,9.0
Governing and supervisory bodies

2

Career path:
Graduate, with a baccalauréat ès arts, from the Collège Marguerite-Bourgeoys and alicense degree in business from the École des hautes études commerciales de Montreal.
A Fellow of the Order of Certified Public Accountants of Quebec, Guylaine Saucier was
Chairman and CEO of Gerard Saucier Ltée, a major Group specializing in forestry products,from 1975 to 1989. She is also a certified director of the Institute of Corporate Directors.
She holds or has held positions on the Boards of Directors of several major companies,
including Bank of Montreal, AXA Assurances Inc., Danone and Areva.

Guylaine SAUCIER

She was Chairwoman of the Joint Committee of Corporate governance (ICCA, CDNX, TSX)
(2000-01), Chairwoman of the Board of Directors of CBC/Radio-Canada (1995-2000),
Chairwoman of the Board of Directors of the Canadian Institute of chartered Accountants(1999-2000), member of the Board of Directors of the Bank of Canada (1987-1991),
member of the Commission of Inquiry on Unemployment Insurance (1986) and member of
Minister Lloyd Axworthy’s task force on social security reform (1994). Ms. Saucier was thefirst woman appointed President of the Quebec Chamber of Commerce. She has played avery active role in the community as a Board member of various institutions, including the
University of Montreal, the Montreal Symphony Orchestra and the Hôtel-Dieu de Montreal.

Member of the Supervisory Board

She was recognized as a member of the Order of Canada in 1989 for her exceptional
civic-mindedness and significant contribution to the business world.

Chairwoman of the Audit,
Risks and Compliance Committee

On May 18, 2004, she was named a “Fellow” of the Institute of Corporate directors, and on
February 4, 2005, received the 25th McGill University Management Achievement Award. On
September 3, 2010, she was made Honorary Corporate Director by the Collège
des Administrateurs de Sociétés.

Member of the Governance andSustainability Committee
Independent member

She received an honorary Ph.D. degree from the University of Laval in 2017.
Other appointments and positions held as of December 31, 2021:

Date appointed to first term: June 4, 2010

Member of the Board of Directors of Rémy Cointreau (listed company)

Current term expires: AGM to be held in 2022

Chairwoman of the Board of the Institute for the Governance of Public and Private
Organizations

Born on June 10, 1946
Canadian nationality
Professional address:
1321 rue Sherbrooke Ouest,
Montreal H3G1J4,
CanadaAppointments expired in the last five years:
Member of the Board of Directors of Cuda Oil & Gaz (Quebec)
Member of the Board of Directors of Tarkett
Number of Wendel shares held as of December 31, 2021: 500

Key skills:
 Risk, internal control, audit
 Governance Strategy - Universal registration document 2021

85

2

:=;:=,?0:A0=9,9.0
Governing and supervisory bodies

Career path:
She holds a BA in History and French from Oxford University and an MA in International
Relations from the John Hopkins School for Advanced International Studies in Washington D.C.
She worked for Shell from 1977 to 1988, McKinsey from 1989 to 1995, and Quest
International (Unilever) from 1995 to 1998.
She moved to the public sector in the Netherlands in 1999, serving as Director of Gigaportfrom 1999 to 2001, and as Director General at the Ministry of Transport from 2001 to 2007,
responsible for civil aviation and freight transport.
From 2006 to 2007 she was Chairman of the High-Level Group for the future of aviation
regulation in Europe, reporting to the EU Commissioner for Transport.
She was awarded Knight of the Legion of Honor in 2006 in recognition of her contribution to
the co-operation between France and the Netherlands.
Other appointments and positions held as of December 31, 2021:
Member of the Supervisory Board of TomTom (listed company)
Jacqueline TAMMENOMS BAKKER
Member of the Supervisory Board

Member of the Supervisory Board of Boskalis (listed company)
Member of the Consultative Committee of Transparency International NL
Member of the VEUO Board (NL Association of listed companies)

Chairwoman of the Governance andSustainability Committee

Appointments expired in the last five years:

Member of the Audit,
Risks and Compliance Committee

Member of the Supervisory Board of Unibail Rodamco (2015-2020)

Independent member

Number of Wendel shares held as of December 31, 2021: 500

Date appointed to first term: June 5, 2015
Current term expires: AGM to be held in 2023
Born on December 17, 1953
Dutch nationality
Professional address:
33 Thurloe Court,
London SW 3 6 SB,
United Kingdom
Key skills:
 Experience as a non-executive corporate officer
 Human resources and compensation
 International executive management

86  - Universal registration document 2021

Member of the Supervisory Board of CNH Industrial (2012-2021)
Chairwoman of the Board of the Van Leer Group Foundation (2011-2020)

:=;:=,?0:A0=9,9.0
Governing and supervisory bodies

2

Career path:
Sophie Tomasi Parise holds post graduate degrees in corporate and tax law from the
University of Cergy Pontoise and the University of Montpellier.
She started her professional career with Wendel (CGIP at the time) in 2001 as a juniormember of the tax team, with a main focus on tax compliance.
She has gradually taken charge of tax audits, the supervision of tax compliance and the tax
coordination of certain M&A projects and deals.
Other appointments and positions held as of December 31, 2021:
Wendel Group:
Deputy Tax Director Wendel
Number of Wendel shares held as of December 31, 2021: 2,941

Sophie TOMASI PARISE
Member of the Supervisory Board,
employee representative
Member of the Governance andSustainability Committee
Date appointed to first term: September 5, 2018
Current term expires on November 20, 2022
Born on April 19, 1978
French nationality
Professional address:
89, rue Taitbout
75009 Paris
France - Universal registration document 202187

2

:=;:=,?0:A0=9,9.0
Governing and supervisory bodies

Career path:
Graduate of École des hautes études commerciales (HEC).
Thomas de Villeneuve began his career as a consultant at strategic consultancy firm The
Boston Consulting Group, in Paris and New York, from 1994 to 2001.
He then joined the private equity firm, Apax Partners, specialist in the mid-market segment
in France, Italy and Benelux, where he is now Managing Director, responsible for investmentin the fields of telecom/media/technologies.
In the course of his career he has been a member of a number of company Boards and, inparticular, director of the listed company Altran Technologies, an international engineeringand research and development firm, for around 10 years.
Other appointments and positions held as of December 31, 2021:
Wendel Group:
Director of Wendel-Participations SE
Other:
Thomas de VILLENEUVE

Director of Apax Partners SAS

Member of the Supervisory Board

Director of Clarisse SA

Member of the Governance and Sustainability
Committee

Managing Director of Société Civile Hermine

Director of the association We2Go

Date appointed to first term: July 2, 2020

Chairman and Board member of A Stichting Administratiekantoor ShadesofGreen Capital(Netherlands)

Date current term ends: AGM to be held in 2024

Director MelitaLink Advisor Limited (Malta)

Born on May 19, 1972
French nationality
Professional address:
1 rue Paul Cézanne,
75008 Paris
FranceKey skills:
 Private equity and investment
 Experience in the telecoms,

media and technology sectors

 International experience

Director MelitaLink Management Limited (Malta)
Managing Director of SCI La Valentine
Member of the Supervisory Board of Oditop SAS
Chairman of Apax Avenir SAS
Director of Destilink BV (Belgium)
Permanent representative of Destiling Finco BV (Belgium)
Chairman of Graifin SAS
Member of the Supervisory Board of Grailink SAS
Director of Efficy SA
Member of the Supervisory Board of Ristretto Topco BV (Netherlands)
Appointments expired in the last five years:
Director of Altran Technologies (listed company)
Class A Manager of Cabolink SARL (Luxembourg)Manager of Cabolink Gérance SARL (Luxembourg)Class A Manager of Cabolink Holdco SARL (Luxembourg)
Chairman & Non-Executive Board member of Experlink Holding B.V. (Netherlands)
Chairman and Board member of A ShadesofGreen Capital B.V. (Netherlands)
Class A Manager of Fourteensqaure SARL (Luxembourg)Managing Director of Experlink BV (Netherlands)
Director of Comitium SAS
Director of Comitium HoldCo SAS
Number of Wendel shares held as of December 31, 2021: 500

88  - Universal registration document 2021

:=;:=,?0:A0=9,9.0
Governing and supervisory bodies

2

Career path:
Graduate of the Institut d’études politiques de Paris and ESSEC.
Humbert de Wendel has spent his entire career with the Total Group, which he joined in
1982, mainly holding positions in the Finance department, first heading trading floor
operations and then financial operations, successively, for several divisions in the Group. He
also spent several years in London at the finance division of one of Total’s joint ventures.
Director of acquisitions and divestments and in charge of the Group’s corporate businessdevelopment from 2006 to 2011, he was Director of Financing and Cash Management andTreasurer of the Group until 2016.
Other appointments and positions held as of December 31, 2021:
Wendel Group:
Director of Wendel-Participations SE
Other:
Manager of OGQ-L SÀRLHumbert de WENDEL

Appointments expired in the last five years: none

Member of the Supervisory Board

Number of Wendel shares held as of December 31, 2021: 225,064

Member of the Audit,
Risks and Compliance Committee
Date appointed to first term: May 30, 2011
Current term expires: AGM to be held in 2023
Born on April 20, 1956
French nationality
Professional address:
89, rue Taitbout
75009 Paris
FranceKey skills:
 CFO
 Experience in the industrial sector
 Finance - Universal registration document 2021

892

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Governing and supervisory bodies

New member of the Supervisory Board whose appointment is proposed to the Shareholders’ Meetingof June 16, 2022
Career path:
He holds a BA from Stanford University and a Juris Doctor from the University ofPennsylvania Law School.
William D. Torchiana has spent his entire career with the law firm Sullivan & Cromwell LLP,
which he joined as an associate in 1986 and where he has been a partner since 1995, in
the Financial Institutions department. He was also Managing Partner of the Paris office from2004 to 2018. He is a member of the New York and Paris bars.
Other appointments and positions held as of December 31, 2021:
Director and Member of the Executive Committee of the American Hospital of Paris
Member of the Insurance Policy Advisory Committee (IPAC) of the United States Federal
Reserve
Member of the International Bar Association
Chairman of the Board of the American Library of Paris
Appointments expired in the last five years: none
William D. TORCHIANAMember of the Supervisory Board
Member of the Audit, Risks and Compliance
Committee
Member of the Governance and Sustainability
Committee
Independent member
Date appointed to first term: June 16, 2022
Date current term ends: AGM to be held in 2026
Born on September 19, 1958
American nationality
Professional address:
51 rue de la Boétie
75008 Paris
FranceKey skills:
 Experience in the US
 International executive management
 Law, governance and compliance90  - Universal registration document 2021

Number of Wendel shares held as of December 31, 2021: none:=;:=,?0:A0=9,9.0
Governing and supervisory bodies

2.1.1.3 Preparation and organizationof the Board’s proceedings
The Supervisory Board’s internal regulations set down the rights
and responsibilities of the members of the Board, state the criteria
for evaluating the independence of said members, and describe
the composition and the duties of the Board and its Committees. It
also sets out the rules for managing conflicts of interest and market
ethics (see section 2.1.8, “Compliance and ethical issues involving
the Group’s governing and supervisory bodies”). It is regularly
reviewed and updated. The latest changes are dated March 18,
2020, and concerned the description of the missions of the Audit,
Risks and Compliance Committee and the Governance andSustainability Committee, in connection with changes to theSupervisory Board’s role in ESG.
The main provisions of the Board’s internal regulations are detailed
below.
The members of the Supervisory Board agree to comply with alllegal and regulatory obligations as well as all requirements set forthin the Company’s bylaws, the Board’s internal regulations, theCompany’s Market Confidentiality and Ethics Code, the Company’s
Ethics Code and the Company’s policies for combating bribery andinfluence peddling.

2

The Chairman of the Supervisory Board is responsible forconvening the Board and chairing its discussions. Meetings areheld and decisions are made according to the quorum and majority
conditions required by law. In the event of a tie, the Chairman casts
the deciding vote.
Notices of meeting are sent by post or e-mail and, wheneverpossible, one week in advance. In case of emergency, the Board
may be convened without advance notice. The members of theSupervisory Board attend certain meetings in person and others
remotely (by telephone or videoconference), allowing great
flexibility and reducing international travel.
The Statutory Auditors are invited to all meetings of the Supervisory
Board at which the annual or semi-annual financial statements are
examined, attending the parts of the meeting during which thosefinancial statements are discussed.
The Supervisory Board meets regularly. A record of attendance is
kept. The Supervisory Board met 13 times in 2021: 8 scheduled
meetings and 5 ad hoc meetings for specific projects. The averageattendance rate was 98.2% for scheduled meetings and 92.5% forad hoc meetings, and the average length of meetings was 2h40.

The Supervisory Board meets as often as the interests of theCompany require, and at least once a quarter, as convened by its
Chairman.

The attendance rate for each Supervisory Board member was as follows:

Scheduled meetings

Ad hoc meetings

Nicolas ver Hulst (Chairman of the Supervisory Board)

100%

100%

Gervais Pellissier (Vice-Chairman and Lead Member of the Supervisory Board)

100%

60%

Franca Bertagnin Benetton

87.5%

80%

Bénédicte Coste

100%

80%

Édouard de L’Espée (until June 29, 2021)

100%

100%

Nicholas Ferguson (until June 29, 2021)

100%

100%

Harper Mates

100%

100%

François de Mitry (from June 29, 2021)

100%

100%

Priscilla de Moustier

100%

100%

Guylaine Saucier

100%

75%

Jacqueline Tammenoms Bakker

100%

100%

Sophie Tomasi Parise

100%

100%

Thomas de Villeneuve

87.5%

100%

Humbert de Wendel

100%

100%

 - Universal registration document 2021

912

:=;:=,?0:A0=9,9.0
Governing and supervisory bodies

The method of participation of each member in the meetings of the Supervisory Board is presented below:
Physical presence

Presence by videoconference/
conference callAbsenceJanuary 25

-



-

January 29

-



-

March 17--

April 21-

Guylaine Saucier

April 27-

Franca Bertagnin Benetton

June 3--June 28-

-July 28-

Thomas de Villeneuve

September 6

-



-

October 19-Gervais Pellissier

October 27

Nicolas ver Hulst
Franca Bertagnin Benetton
Priscilla de Moustier
Gervais Pellissier
Guylaine Saucier
Jacqueline Tammenoms Bakker
Sophie Tomasi Parise
Humbert de Wendel

Bénédicte Coste
Harper Mates
François de Mitry
Thomas de Villeneuve-

December 1

-



-



Franca Bertagnin Benetton
Bénédicte Coste
Gervais Pellissier

Board meetings in 2021

December 17-

Meetings held without the presence of the Executive
Board (executive sessions): executive sessions were held at each meeting of the Audit, Risks

During fiscal year 2021, three executive sessions were held during
Supervisory Board meetings. During these sessions, the subjects
mentioned below were discussed by the members of theSupervisory Board without the presence of the members of the
Executive Board:

In 2022, there are plans to systematize executive sessions and to
hold one at each Supervisory Board meeting.

 changes in the composition of the Board and the search for an

The Supervisory Board’s Secretary is Caroline Bertin Delacour,
General Counsel.

independent candidate; compliance of the governance and compensation system with
the Afep-Medef Code; compensation of the Executive Board; co-investment policy; and evaluation of the operation of the Board and its committees.
With regard to the Committees:

 all meetings of the Governance and Sustainability Committee
were held without the presence of the Executive Board, except
to obtain explanations from the Executive Board on a previously
determined subject; and92  - Universal registration document 2021

and Compliance Committee.

Other information relating to Supervisory Board
meetings

Considerable care is taken to provide Supervisory Board memberswith comprehensive, high-quality information in preparation for
meetings and to transmit these information packages promptly.
The Board Secretary prepares minutes of each meeting. It is
distributed prior to the following meeting, during which it issubmitted for approval. The minutes are then transcribed in theregister.
Board members also receive all information published by theCompany (press releases) at the time of its release. The press
review is distributed to them every day at the same time as theCompany and the main analyst studies are given to them at thenext Supervisory Board meeting.

:=;:=,?0:A0=9,9.0
Governing and supervisory bodies

2.1.1.4 Responsibilities of the Supervisory
Board
As specified in the Supervisory Board’s internal regulations, theSupervisory Board individually and collectively represents all
shareholders. The Board must conduct its business in the sharedinterest of the Company. It is a collegial body in which decisions aswell as comments on the decisions of the Executive Board aremade collectively.
In its role of supervising the management of the Company, theSupervisory Board pays particular attention to social andenvironmental issues, which are inherent to the Company’s value
creation strategy.

2

ESG and compliance succession plans of the Executive Board and the Supervisory
Board;

 Supervisory Board and Committees composition;
 reports of the Governance and Sustainability Committee;
 review of the gender diversity policy in governing bodies; short-term and long-term compensation of the Executive Board; sponsorship and solidarity actions; reviewof the Group’s ESG
implementing the ESG roadmap;

strategy

andprogressin

The main items discussed at Supervisory Board meetings in 2021
and in early 2022 were as follows: consideration of social and environmental issues in the Group’s

Corporate strategy, transactions and finance extra-financial reporting; execution of the 2021-2024 strategic plan and monitoring of the professional and pay equality, notably in terms of recruitment,

Executive Board’s roadmap;

 proposed investments and divestments;
 quarterly reports of the Executive Board on the situation of theCompany and the portfolio companies; presentations and discussions with the CEOs of the portfolio
companies;

main decisions;maternity leave and the pay gap;

 review of the Company’s compliance with the Afep-MedefCode; evaluation of the operations and work of the Supervisory Board
and Committees; report of the Supervisory Board on corporate governance;

 net asset value; authorization of regulated related-party agreements;

 parent company and consolidated financial statements at

 annual review of regulated related-party agreements remained

December 31, 2020, and June 30, 2021, and Statutory Auditors’
reports;

 dividends;
 presentation of the management report; reports of the Audit, Risks and Compliance Committee;
 quarterly financial information;
 financing;in force and review of agreements relating to day-to-day
operations and concluded under normal conditions; Wendel’s compliance program, including the implementation ofanti-corruption measures (Sapin II law); preparation of the Shareholders’ Meeting and authorization ofresolutions submitted to the Board; and capital increase reserved for members of the Group savingsplan.

 share buybacks; and financial communication.

 - Universal registration document 2021

932

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Governing and supervisory bodies

2.1.1.5 Evaluation of the Supervisory Boardand its Committees

The main conclusions of the 2021 evaluation are as follows:

Recommendation 10 of the Afep-Medef Code advises the Board to“evaluate its capacity to meet the expectations of shareholders […]by periodically reviewing its composition, organization andoperations […]”. Specifically, it suggests that the Board discuss its
operations once a year and perform a formal evaluation at least
once every three years.

Member engagement: the Board’s evaluation shows a high level ofcommitment, availability and preparation on the part of the Board
members. The professionalism of the work of the Governance andSustainability Committee and the Audit, Risks and Compliance
Committee is particularly highlighted and appreciated.

At the end of 2020, the evaluation of the Supervisory Board was
entrusted to an independent firm, which submitted its work to theSupervisory Board in March 2021. The conclusions of thisevaluation were presented in the 2020 Universal Registration
Document.
At the end of 2021, the Supervisory Board carried out aself-assessment of its work and its composition on the basis of acomprehensive questionnaire that was redesigned to take into
account the remarks of the assessment carried out at the end of2020 with an independent firm, the new meeting methods linked tothe health crisis and best market practices. Individual meetings
were also held between each member of the Board and the
Chairman in order to obtain their views on desirable improvementsin the composition and operation of the Board and its Committees
and on the main points of attention for the coming years.
The feedback from Board members was extensive and generally
very positive and constructive. The Governance and Sustainability
Committee and the Audit, Risks and Compliance Committee each
discussed the findings of the evaluation regarding each of them
respectively and suggested improvements. The Chairman
presented the findings of the evaluation to the Supervisory Board
on February 9, 2022, which devoted an agenda item to the subject
and identified actions to improve its work and its contribution togood governance, some of them with immediate effect.

94  - Universal registration document 2021

Main strengths of the Board:

Relations with management: the Board welcomes the relationshipof trust that exists with the Executive Board, as well as the quality
and transparency of information and exchanges with the
management team. The presentations made by the CEOs of theportfolio companies during the year are also considered relevant
and useful for a better understanding of the issues by theSupervisory Board.
Food for thought for the future:
ESG: Board members want to take greater account ofenvironmental and social issues in their decisions, both at Board
and Committee levels, and have requested that a training program
be set up to strengthen their skills.
Executive sessions: the members of the Board consider it
appropriate to systematize the executive sessions and to hold one
at each Supervisory Board meeting.
Board meetings: the members of the Board wish to set up a hybridorganization of their meetings with (i) a resumption of face-to-facemeetings at least 4 times a year in order to promote exchanges,
creativity, cohesion and the integration of new members and(ii) remote meetings, allowing for a flexibility considering the large
number of unscheduled meetings.

:=;:=,?0:A0=9,9.0
Governing and supervisory bodies

2 %@;0=A4>:=D:,=/:884??00>
For the Board to discharge its responsibilities under optimal
conditions, its internal regulations stipulate that discussions oncertain topics should be prepared in advance by standing
committees. There are two such committees: the Audit, Risks andCompliance Committee and the Governance and Sustainability
Committee. The responsibilities of each Committee are specified in
the internal regulations of the Supervisory Board.

 theprocess
information;forpreparingfinancialandextra-financial

 the effectiveness of internal control and risk management
systems; the audit of parent company and consolidated financial
statements by the Statutory Auditors; and the independence of the Statutory Auditors.

2.1.2.1 The Audit, Risks and Compliance
Committee
Composition of the Audit, Risks and Compliance
Committee
As of the date of the Universal Registration Document, the Audit,
Risks and Compliance Committee has 6 members.
The Chairman of the Supervisory Board is invited to eachCommittee meeting.
Each member of the Committee has the required financial andaccounting expertise, insofar as they occupy or have occupied
senior executive positions in industrial or financial companies, asprescribed by recommendation 16.1 of the Afep-Medef Code.
Guylaine Saucier is a member of the Quebec chartered
Professional Accountants Order. Franca Bertagnin Benetton
manages a number of investments in her Family Office. Gervais
Pellissier is Deputy Chief Executive Officer of Orange and former
Chief Financial Officer of the same company, he was also Chief
Financial Officer of Bull. Humbert de Wendel was Treasurer of the
Total Group. François de Mitry is managing partner of theinvestment fund Astorg. Jacqueline Tammenoms Bakker, whochairs the Governance and Sustainability Committee, has provenexperience in executive management.
Guylaine Saucier, Gervais Pellissier, Jacqueline Tammenoms
Bakker and Franca Bertagnin Benetton are the Committee’s
independent members, 4 members out of 6 (i.e., two-thirds of themembers). The Committee is chaired by Guylaine Saucier, an
independent member. The composition of the Audit, Risk andCompliance Committee is in line with recommendation 16.1 of the
Afep-Medef Code, which recommends at least two-thirds of
independent members.

Responsibilities of the Audit, Risks and Compliance
Committee
Pursuant to recommendation 16.2 of the Afep-Medef Code, toFrench decree No. 2008-1278 of December 8, 2008, pertaining to
the Statutory Auditors, to the AMF’s final report on audit
committees published in July 2010, and to AMF Recommendation
2010-19, Wendel’s Audit, Risks and Compliance Committee isprincipally responsible for monitoring:More specifically, and pursuant to Article XVI.i.b of the internal
regulations of the Supervisory Board, the main tasks of Wendel’sAudit, Risks and Compliance Committee are to: review all accounting and financial documents to be issued by
the Company before they are published (in particular theperiodic calculation of net asset value); ensure that the accounting policies chosen are appropriate andproperly applied in the preparation of parent company andconsolidated financial statements;

 ensure that the processes used to produce financial andextra-financial information are rigorous enough to guarantee thereliability of this information;

 ensure the appropriate accounting methods are used for any
significant or complex transaction realized by the Company;

 ensure that a process is in place for identifying and analyzing
risks liable to have a material impact on accounting and financial
information and particularly on the Company’s assets;

 in terms of anti-corruption measures, review risk mapping andmonitoring the implementation of action plans; review risk exposure, hear from internal audit and risk control
managers and offer advice on the organizational structure of
their departments;

 keep abreast of the internal audit program; monitor extra-financial performance indicators;
 review information in extra-financial reporting; serve as liaison with the Statutory Auditors and consult them
regularly; oversee the Statutory Auditor selection process and submit its
findings to the Supervisory Board, and issue a recommendationon the Statutory Auditors for shareholder approval at the
Shareholders’ Meeting; - Universal registration document 202195

2

:=;:=,?0:A0=9,9.0
Governing and supervisory bodies

 review the audit and consulting fees paid by the Group andGroup-controlled companies to the Statutory Auditors and their
networks and submit a report thereon to the Supervisory Board; examine any work that is accessory to or directly complementary
to the audit of the financial statements (work directly related tothe audit); inform the Supervisory Board of any observations it considers
relevant from an accounting and financial point of view, inparticular when the semi-annual and annual parent company
and consolidated financial statements are finalized;

 review the Company’s earnings releases; and review any issues within its remit raised by the Supervisory
Board.

Organization and procedures
The Audit, Risks and Compliance Committee meets as frequently as
it deems necessary, and at least twice a year, prior to theSupervisory Board’s review of the semi-annual and annual financial
statements. The Committee may hold meetings using
videoconferencing or other telecommunications tools. It may, in thecontext of its responsibilities, examine a topic whenever it believes
it is necessary and worthwhile to do so. It has access to all the
resources it considers necessary to discharge its responsibilities. To
the greatest extent possible, its meetings are held sufficiently inadvance of Board meetings to allow for an in-depth examination of
any subject requiring the committee’s attention.

Accordingly, documents are addressed to committee members
sufficiently in advance of each meeting. The Executive
Vice-President in charge of the Company’s finances presents the
subjects on the agenda to Committee members as well as any risks
the Company faces and any off-balance-sheet commitments.
Financial matters are presented by the Financial department.
Compliance risks, including anti-corruption measures, arepresented by the Group’s Chief Compliance Officer andextra-financial risk by the Director of Sustainable Development. The
Director of Internal Audit attends each Audit, Risks and Compliance
Committee meeting and reports to it directly. He regularly presents
risk mapping, audit plans and monitoring updates. He also acts as
the Secretary of the Committee.
The Statutory Auditors are invited to each meeting. The Audit, Risks
and Compliance Committee may interview any member of theManagement as well as the Statutory Auditors in the absence of theCompany’s management.
The Committee may also hire experts to perform specific tasks
falling within the scope of its responsibilities.
The Chairwoman of the Audit, Risks and Compliance Committee
presents a report at the next Supervisory Board meeting. The
minutes of each Audit, Risks and Compliance Committee meetingare approved at the next Committee meeting.
In 2021, the Audit, Risks and Compliance Committee met 8 times: 7scheduled meetings and 1 ad hoc meeting for specific projects.
The average attendance rate was 93.2% for scheduled meetingsand 100% for the ad hoc meeting. The meetings lasted on average
2 hours and 20 minutes.

The attendance rate for each member of the Committee is as follows:
Scheduled meetings Ad hoc meetings

Guylaine Saucier, Chairwoman of the Committee*

Member since June 4, 2010,
Chairwoman since March 22, 2011

100%

Franca Bertagnin Benetton*

Since September 4, 2018

85.7%

100%

François de Mitry

Since June 29, 2021

66.6%

100%

Gervais Pellissier*, Vice-Chairman and Lead memberof the Board

Since June 5, 2015

100%

100%

100%

Jacqueline Tammenoms Bakker*, Chairwomanof the Governance and Sustainability Committee

Since May 17, 2018

100%

100%

Thomas de Villeneuve (until June 29, 2021)

Since July 2, 2020

100%

100%

Humbert de Wendel

Since May 30, 2011

100%

100%

*

Independent members.

96  - Universal registration document 2021

:=;:=,?0:A0=9,9.0
Governing and supervisory bodies

2

The method of participation of each member in the Committee meetings is presented below:
Physical presence

Presence by videoconference/
conference callAbsenceJanuary 28

-



-

March 16--April 26-

Franca Bertagnin Benetton

June 28-

-July 27--

September 6

-



-

October 26

-



-

November 30-François de Mitry

Committee meetings in 2021

In 2021, the Committee examined the following points:

2.1.2.2 Governance and Sustainability
Committee

 net asset value and its calculation method; parent company and consolidated financial statements as ofDecember 31, 2020;

 first-half 2021 consolidated financial statements;
 the Statutory Auditors’ reports;
 Wendel’s liquidity and debt situation and that of its subsidiaries;
 review of the compliance of the anti-corruption measures within
the framework of the implementation of the “Sapin II Law”;

 approval of non-audit assignments for the Statutory Auditors,
and monitoring of their work; review of certain subsidiary risks;

Composition of the Governance and Sustainability
Committee
In 2020, the Governance and Sustainability Committee, which
includes the functions of a Nomination Committee and aCompensation Committee, was supplemented by functions related
to ESG.
As of the date of the Universal Registration Document, it iscomposed of 6 members, including one employee representative.
2 members (not including the employee representative), or 40%,are independent: Jacqueline Tammenoms Bakker, Chairwoman,
and Guylaine Saucier.

 risk mapping and internal control measures;

The Chairman of the Supervisory Board was invited to attend each
Governance and Sustainability Committee meeting.

 internal audit plan;

Remit of the Governance and Sustainability Committee

 validation of the quantitative factors used to determine theextent to which the Executive Board has met its variable
compensation objectives;

Pursuant to Article XVI.ii.b of the internal regulations of theSupervisory Board, the tasks of the Governance and Sustainability
are as follows:

 verification of the achievement of the performance conditions of propose new members of the Executive Board or the renewal of

the stock option and performance share plans;

the Executive Board to the Supervisory Board; situation and valuation of co-investments;

 propose changes in the Supervisory Board's composition;

 non-financial reporting and monitoring of non-financial ratings;

 draw up succession plans for the Supervisory Board and monitoring of non-financial performance indicators, in particular review of disputes, the tax situation and off-balance-sheet
commitments;

 review of the insurance plan; monitoringof the implementation
cybersecurity roadmap;

Executive Board; propose the current and deferred compensation of Executive

ESG criteria;

Board members, whether fixed or variable, including benefits ofall kinds and the granting of stock options or performance
shares and pensions or termination benefits;

 examine the Executive Board’s proposals concerning theof

Wendel’sITandallocation of performance shares and stock options to Company
employees;

 review of the cybersecurity system of the portfolio companies;and review of auditing and non-auditing fees and statement of
independence of Statutory Auditors.
 - Universal registration document 2021972

:=;:=,?0:A0=9,9.0
Governing and supervisory bodies propose to the Supervisory Board the general principles of theco-investment policy for Executive Board members and the
management team, and examine the terms and conditions
proposed by the Executive Board; propose the compensation package for the Chairman of theSupervisory Board; review compliance with the Afep-Medef Code and governancebest practices; ensure the implementation of measures to prevent and detectcorruption and influence peddling; and review any question concerning business ethics raised by theSupervisory Board and members of the Executive Board.

 propose methods for allocation of compensation among
Organization and proceduresSupervisory Board members;

 express an opinion on any question related to the governance of
the Company or the functioning of its governing bodies; guide the evaluation of the Supervisory Board’s compositionand operations; examine the commitments and orientations of the Company’s
ESG policy, oversee its implementation and more generally
ensure that ESG issues are taken into account in the Company’s
strategy and its implementation;

The Governance and Sustainability Committee met 10 times in
2021: 6 scheduled meetings and 4 ad hoc meetings for specificsubjects. The average attendance rate was 95.8% for scheduled
meetings and 84.4% for ad hoc meetings. The meetings lasted on
average 2 hours and 20 minutes.
The member of the Supervisory Board representing employees
does not participate in meetings relating to appointment or
succession issues.

The attendance rate for each member of the Committee is as follows:

Jacqueline Tammenoms Bakker*,
Chairwoman of the Committee

Member from June 5, 2015,
Chairwoman since May 17, 2018

Scheduled meetings

Ad hoc meetings

100%

100%

Bénédicte Coste

Since July 2, 2020

100%

75%

Nicholas Ferguson* (until June 29, 2021)

Since July 5, 2017

66.6%

100%

Priscilla de Moustier

100%

Since October 23, 2013100%

Guylaine Saucier*, Chairwoman of the Audit,
Risks and Compliance Committee

Since October 23, 2013

100%

100%

Sophie Tomasi Parise, member representing employees

Since September 5, 2018

100%

50%**

Édouard de l’Espée (until June 29, 2021)

Since July 4, 2018

100%

100%

Thomas de Villeneuve

Since June 29, 2021

100%

50%

* Independent members.
** Sophie Tomasi Parise, as employee representative, did not participate in the meetings relating to the succession of Guylaine Saucier.

98  - Universal registration document 2021

:=;:=,?0:A0=9,9.0
Governing and supervisory bodies

2

The method of participation of each member in the Committee meetings is presented below:
Physical presence

Presence by videoconference/
conference callJanuary 20

-



-

January 28

-



-

February 17-

Bénédicte Coste

March 16--June 28-

Nicholas Ferguson
Sophie Tomasi Parise
Thomas de Villeneuve

Committee meetings in 2021

Absence

July 27-

September 14

-



-

October 14-

Sophie Tomasi Parise

October 26

Priscilla de Moustier
Guylaine Saucier
Jacqueline Tammenoms Bakker
Sophie Tomasi Parise

Bénédicte Coste
Thomas de Villeneuve

-

-



-

November 30

The committee may call upon recognized independent experts to
help it carry out its assignments.

 capital increase for the Group savings plan and allocation of

The agenda and the necessary documents and reports are sent tocommittee members several days before the meeting. The
Chairman of the Committee presents a report at the following
Supervisory Board meeting. The minutes of the Committee areapproved at the next meeting.

 review of governance issues;

Caroline Bertin Delacour, General Counsel, is secretary of thecommittee.

shares to the Executive Board members;

 determination of the co-investment policy for the 2021-2025
period; compliance of the Company with the Afep-Medef Code, andparticularly the independence of Board members;

 report of the Supervisory Board on corporate governance;

The following topics were addressed during Committee meetingsin 2021 and at the beginning of 2022:

 preparation

 setting variable compensation of Executive Board members for review of the conclusions of the independent firm selected to2020;

 setting the 2021 compensation policy for the members of the
Executive Board; assessment of the achievement of the performance conditionsof the stock option and performance share plans; changes in the composition of the Supervisory Board andCommittees and formalization of the succession plan for theSupervisory Board; review of the gender diversity policy in governing bodies; execution of the ESG strategy at Wendel and in the portfolio
companies, definition of the ESG objectives of the Executive
Board;of governance and compensation issues forthe 2021 Shareholders’ Meeting; andevaluate the operation and work of the Supervisory Board and
its Committees.

To further improve dialogue with Wendel’s main investors whowanted to, as well as with the main proxy advisors, the Chairwomanof the Governance and Sustainability Committee participated ingovernance road shows organized by the Investor Relations
department and the General Secretariat in February 2022.
This direct dialogue, which allows for a better mutual
understanding of expectations, was initiated in 2019. The various
topics addressed include the composition of the Supervisory
Board, the compensation of members of the Executive Board andSupervisory Board and consideration of ESG-related issues.

 - Universal registration document 202199

2

:=;:=,?0:A0=9,9.0
Governing and supervisory bodies 09/0=/4A0=>4?D;:74.D49F2:A0=9492-:/40>
In accordance with recommendation no. 7 of the Afep-Medef
Code, this section describes the diversity policy of Wendel’s
governing bodies, as set by the Executive Board on March 10,2021.
Each year, the Supervisory Board is informed by the Executive
Board of the results obtained in the past financial year. These willthen be described in the Board’s report on corporate governance.
Governing bodies
The collective operation of Wendel’s management team is basedon two key committees: the Investment and Development
Committee and the Management Committee. These twocommittees, which reflect the leadership of Wendel, were selectedby the Executive Board as governing bodies.

 no impact on career development or access to training, of any
parental leave or any personal or family obligations; and for each employee function, creation of a job description linked
to the experience, skills and performance of employees.
Recruitment
This pillar includes the following measures:

 continued

promotion of gender diversity in recruitment
procedures, and a proactive approach to ensuring the presenceof women candidates throughout the recruitment process, while
continuing to prioritize the right skills fit; use of selection criteria based exclusively on the professional
experience, skills and qualifications of the candidates;
recruitment firms are required to apply these criteria; andAs of the date of the Universal Registration Document, 28.6% of theInvestment and Development Committee and 40% of theManagement Committee are women.

 introduction of a recruitment training guide to promote good

Targets

Compensation

The following gender equality targets were set over a periodaligned with the duration of the new term of office of the membersof the Executive Board:This pillar includes the following measures:

 Investment and Development Committee: target of 30% women
by March 2025; and Management Committee: target of 45% women by March 2025.
Action plan
In coordination with the Human Resources department, theExecutive Board has set up an action plan for the implementation ofthese targets, based on three pillars:
Career development, training and empowerment
This pillar includes the following measures: development of the mentoring system and individual coaching
programs within Wendel’s teams;

 development of a demanding training program, with high-level
educational institutions, to ramp up skills;

100  - Universal registration document 2021

practice on gender diversity within the Company.

 before the start of any recruitment procedure, the compensation
for the position to be filled is set and will be applied identicallyto each candidate; and in the event of parental leave, Wendel supplements social
security benefits and maintains the level of compensation, withno impact on future compensation.

:=;:=,?0:A0=9,9.0
Governing and supervisory bodies

2021 in review
The proportion of women on the two committees at the date of the
Universal Registration Document is identical to that of the previous
year because there has been no movement (departure or arrival)
within the composition of these committees. During 2021, 100% of
the planned actions were implemented in accordance with the plan
described above and in particular:

 all job descriptions have been written to support the year’s
recruitments but also to allow each employee to clearly position
himself/herself with regard to his/her professional skills andcareer development. This is how the training requests madewere matched to the needs, and despite the impact of thehealth crisis on travel, all the training plans envisaged weredeveloped to allow everyone to participate in the sessions
according to the format they wished, either face-to-face orremote, and thus better manage their constraints;

 since July 1, 2021, Wendel applies the paternity leave reform.

2

 all

recruitment contracts have been reviewed to ensurecompliance with Wendel’s expectations, and each person
involved in a recruitment process has received a copy of theinternal guide recalling the legal and regulatory provisions
relating to discrimination in hiring and in the Company;

 for each new recruitment, a salary range for the position wasdetermined prior to the search for candidates and the
publication of the offer. Wendel also participated in a study ofmarket comparables (company size, sector of activity, businesslines) and used four complementary benchmarks for all Wendel
functions. These data were used for recruitments but also during
the salary review campaign that took place at the end of 2021;
and finally, as is the case every year, the assessment of theWendel 2021 action plan on gender equality was presented toand validated in December 2021 by the Social and Economic
Committee in December 2021, which noted that all the criteria
envisaged had been met.

Wendel continued to fund inter-company daycare places forparents of young children under the age of three; a parenting
support service was also opened to all; :=;:=,?02:A0=9,9.0>?,?0809?
In 2008 the Company adopted the Afep-Medef Corporate
governance Code for listed companies, which was revised inJune 2018 and January 2020. This Code is available on the Medef
website at the following address:www.consultation.codeafepmedef.fr.

In accordance with AMF recommendation 2012-02 on Corporate
governance and executive compensation, the table below
summarizes the recommendations of the Code that the Company
does not apply:

At its meeting of February 9, 2022, the Supervisory Board reviewed
the Company’s situation with regard to the Afep-Medef Code.

Proportion of independent members of the Nomination
and Compensation Committee

The Afep-Medef Code recommends that a majority of theNomination Committee and Compensation Committee becomposed of independent members (50%).
The Governance and Sustainability Committee combines thefunctions of the Nomination Committee and the Compensation
Committee. Since the expiry of Nicholas Ferguson's term of officeat the end of the Shareholders’ Meeting of June 29, 2021, theproportion of independent members on the Committee is 40%(1).
Future changes in the composition of the Committee: subject to his
appointment by the Shareholders' Meeting of June 16, 2022, William
D. Torchiana will join the Governance and Sustainability Committee.
Gervais Pellissier, who will succeed Guylaine Saucier as Chairmanof the Audit, Risks and Compliance Committee, will also join the
Governance and Sustainability Committee. As of June 16, 2022,
the Governance and Sustainability Committee will once again becomposed of 50% independent members(1).

(1) The member representing employees is not taken into account.

 - Universal registration document 2021

101

2

:=;:=,?0:A0=9,9.0
Governing and supervisory bodies &30C0.@?4A0:,=/,9/F4?>F:;0=,?4:9>
2.1.5.1 Composition of the Executive Board

Executive Board succession plan

The Executive Board is composed of a minimum of 2 and amaximum of 7 members.

The Governance and Sustainability Committee draws up andregularly reviews the Executive Board’s succession plan, which
covers long-term situations and emergency situations.

The Executive Board is made up of 2 members:François-Poncet, its Chairman, and David Darmon.

AndréDuring its November 16, 2017 meeting, the Supervisory Board
appointed André François-Poncet as Chairman of the Executive
Board effective January 1, 2018 for the remainder of FrédéricLemoine’s term, i.e., until April 6, 2021.
During its September 9, 2019 meeting, the Supervisory Board
appointed David Darmon to Wendel’s Executive Board effectivefrom that date, and for the remainder of Bernard Gautier’s term,i.e., until April 6, 2021.
The terms of André François-Poncet and David Darmon wererenewed for a period of 4 years, from April 7, 2021 to April 6, 2025,
by decision of the Supervisory Board of December 9, 2020.
David Darmon has also been Chief Executive Officer since theSupervisory Board’s decision of October 27, 2021.
Executive Board members, with the exception of its Chairman, may
have an employment contract with the Company which remains inforce during and after the member’s term on the Executive Board.
This is the case for David Darmon (see section 2.2.2.2, paragraph“Position of executive corporate officers with respect to Afep-Medef
recommendations”). In accordance with the recommendations of
the Afep-Medef Code, the Chairman of the Executive Board, André
François-Poncet, has no employment contract.
Members of the Executive Board are appointed and can beremoved by the Supervisory Board. Their term is of four years. The
age limit for members of the Executive Board is 70. Removal of amember of the Executive Board does not cause his or her
employment contract, if applicable, to be terminated.
Christine Anglade Pirzadeh, Director of Sustainable Development
and Communications, is Secretary and Advisor to the Executive
Board.

102  - Universal registration document 2021

The Company’s governance structure, with an Executive Board thatis a collegial body, is an asset in terms of succession. Each memberof the Executive Board can act as the Company’s legal
representative, is empowered to make all day-to-day decisions
vis-à-vis third parties, and is fully informed of current issues, inorder to ensure the necessary continuity.
In the event of a vacancy on the Executive Board – which consists ofat least two members – the Supervisory Board must provide for a
replacement within two months. Future members of the Executive
Board may be chosen from among the Group’s employees or fromoutside the Group, in which case the committee may call on a
recruitment firm to assist it in its search.
The Executive Board draws up and regularly reviews the career,development and succession plans for Wendel’s top management.
In this context, it sets up individual training programs that aim toenrich the experience of high-potential profiles and give thempromotion prospects aligned with the Group’s needs. This plantakes into account current and future needs for the main positions,gender diversity and the identification of internal and external skills.
The Executive Board’s work is shared with the Governance andSustainability Committee, which is thus provided with accurate andup-to-date information for its deliberations on the succession planfor the Executive Board.

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Governing and supervisory bodies

No conviction for fraud, official public incrimination
and/or public sanction or liability for bankruptcy
during the previous five years
To the best of the Company’s knowledge and as of the date of this
Universal Registration Document, subject to the clarification below,
no member of the Executive Board has, during the past 5 years:(i) been convicted of fraud or been the subject of an official
challenge and/or an official public sanction pronounced bystatutory or regulatory authorities (ii) been associated with any
bankruptcy, receivership, liquidation or placement under court
administration; (iii) been disqualified by a court from serving as amember of an administrative, management or supervisory body of
an issuer or from acting in the management or conduct of theaffairs of an issuer.
It is specified that in the context of the unwinding in 2007 of amechanism linking employees to the Group’s performance, David
Darmon is involved, along with other current and former
employees of Wendel, in judicial proceedings concerning theirpersonal tax situation. Available information mentions a first
instance judgment at the end of April 2022. This decision will be
subject to appeal.

2

Conflicts of interest, family ties and service contractsAndré François-Poncet and David Darmon held and holddirectorships in some of the Group’s subsidiaries and associatedcompanies.
To the Company’s knowledge, as of the date of issue of this
Universal Registration Document, there is no conflict of interest
between the private interests or other obligations of the membersof the Executive Board and their obligations with regard to theCompany.
No Executive Board member has been selected during his term ofoffice as a Wendel client or supplier nor is any member tied to theCompany or to one of its subsidiaries by a service contract.
Executive Board members have no family ties with the Supervisory
Board members.
Restrictions on the sale of shares held by the members of the
Executive Board are described in section 2.1.8.1 “Market ethics”.

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Biography:
André François-Poncet is a graduate of HEC and has an MBA from Harvard Business
School.
He began his career in 1984 with Morgan Stanley, first in New York and then London andfinally Paris where he was in charge of setting up the Morgan Stanley Paris office.
After 16 years at Morgan Stanley, he joined BC Partners (Paris and London) in 2000, as aManaging Partner until December 2014 and then as a Senior Advisor until December 2015.
He was a Partner at CIAM from 2016 to 2017, and then became Chairman of Wendel’s
Executive Board and Group CEO in January 2018.
Other appointments and positions held at December 31, 2021:
Wendel Group:
Vice-Chairman of the Board of Directors of Bureau Veritas (listed company)
Other:
Director of AXA (listed company)
André FRANÇOIS-PONCET

Member of the Bureau of the Club des TrenteGroup Chief Executive Officer / Chairman of the
Executive Board

Appointments expired in the last five years:

Date first appointed to the Executive Board:
January 1, 2018

Director of Winvest Conseil SA

Current term expires on April 6, 2025

Number of Wendel shares held as of December 31, 2021: 2,001 shares and 117,265
FCPE Wendel shares (equivalent to 18,077 Wendel shares at that date)

Born on June 6, 1959
French nationality
Professional address:
89, rue Taitbout
75009 Paris
France104  - Universal registration document 2021

Chairman of Trief Corporation SA
Chief Executive Officer of LMBO Europe SA:=;:=,?0 :A0=9,9.0
Governing and supervisory bodies

2

Biography:
David Darmon is a graduate of ESSEC and holds an MBA from INSEAD.
He began his career in London at Goldman Sachs in mergers and acquisitions in 1996
before joining Apax Partners in 1999 as Principal, where he specialized in LBO transactions
for six years.
David Darmon joined Wendel in 2005 and has managed numerous investments for theGroup over the past 16 years. In particular, he participated in the investment and oversightof companies such as Allied Barton (now Allied Universal), CSP Technologies, Deutsch,
Stallergenes and Crisis Prevention Institute. In his work for Wendel Lab, he also initiatedseveral investments in the technology sector. He opened the New York office (Wendel North
America), which he managed from 2013 to 2019. David has also served as Wendel’s
corporate Secretary to the Supervisory Board.
He became a member of Wendel’s Executive Board and Deputy Group CEO in
September 2019.
Other appointments and positions held at December 31, 2021:
David DARMON–

Appointments expired in the last five years:
Member of the Executive Board / Chief Executive
Wendel Group:
Officer
Director of Allied Universal
Date first appointed to the Executive Board:
Director of CSP Technologies
September 9, 2019
Current term expires on April 6, 2025
Born on December 18, 1973

Director of IHS
Number of Wendel shares held as of December 31, 2021: 45,554 shares and90,463 FCPE Wendel shares (equivalent to 14,180 Wendel shares at that date)French nationality
Professional address:
89, rue Taitbout
75009 Paris
France - Universal registration document 2021

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2.1.5.2 Operation of the Executive Board
In accordance with Article 20 of the bylaws, Executive Board
meetings are held at the head office or at any other venue specified
by the Chairman in the meeting notice. The agenda can beamended at the time of the meeting. Meeting notices can be sentout by any means, including verbally, without advance notice ifnecessary. In the event of a tie, the Chairman casts the deciding
vote. Minutes of Executive Board meetings are recorded in a
special register kept at the head office and signed by the membersof the Executive Board who took part in the meeting.
In 2021, the Executive Board met 30 times, mostly by videoconference
due to the health situation.
During its meetings, it discussed the following issues in particular: the Group’s financial situation; and affiliates and subsidiaries acquisitions or divestments;
The following topics were addressed on a regular basis during theyear: the Company’s general strategy and positioning; the performance of portfolio companies; the proposed IPO announced by IHS;
 account closings and periodic financial information;
 the share buyback program and the share capital reduction;
 monitoring the deployment of the ESG strategy; cash management; risk mapping; financial communication issues:
 net asset value, roadshows, Investor Day; internal organization and labor issues:
the organization of the work of the teams in the context of theCovid-19 crisis,
 the career development of the Company’s employees,
 theethics and the compliance program, in particularmonitoring the implementation of the Sapin II law on theprevention of corruption and influence peddling and the
GDPR regulation on the protection of personal data, training programs,
 the compensation and performance evaluation policy forteams,
 the allocation of stock options and performance shares andcapital increases reserved for employee members of theGroup savings plan, subject to approval by shareholders attheir Shareholders’ Meeting, insurance and pension plans; succession plans; Group governance and the preparation of the Executive Board’squarterly reports to the Supervisory Board; preparation for the Shareholders’ Meeting and the dividend
policy; and IT, cybersecurity and digital.

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Governing and supervisory bodies



2

9?0=9,7:=2,94E,?4:9

Led by the Executive Board, Wendel’s team is composed of men
and women with diverse and complementary career paths. To
make sure that decisions are made as a team, a Coordination
Committee meets every two weeks, ensuring smoothcommunication at all times within the international team of
86 people across Wendel’s three offices. The team is articulatedaround two key committees: the Investment & Development
Committee and the Management Committee.

2.1.6.1 Executive Vice-Presidents
Three Executive Vice-Presidents have been appointed to support
the Executive Board since September 2019. They do not have
corporate officer status and may not enter into binding agreementson behalf of the Company.

Jérôme Michiels
Executive Vice-President, Managing Director, Chief Financial
Officer, Director of Operational Resources, Head of Wendel Lab
Jérôme joined Wendel at the end of 2006. From 2002 to 2006, he
was a chargé d’affaires with the investment fund BC Partners. Prior
to that, he worked as a consultant in the Boston Consulting Group
from 1999 to 2002, carrying out strategic missions in Europe,
particularly in the fields of distribution, transportation,
telecommunications, and financial services. After 10 years on theinvestment team, he took over the responsibility for Wendel’s
Finance department in October 2015. He is a graduate of HEC.

Josselin de Roquemaurel
Executive Vice-President, Managing Director
Josselin de Roquemaurel joined Wendel’s European investment
team as Managing Director in 2018. He began his career in 2001 at
JPMorgan in London as an analyst and then as an investment
manager in their Investment Banking department. From 2005 to
2017, he worked at Kohlberg Kravis Roberts (KKR) in London, mostrecently as Head of Private Equity activities in France. He is a
graduate of the École normale supérieure de Fontenay/St Cloudand HEC.

Félicie Thion de la Chaume
Executive Vice-President, Managing Director
Félicie is a graduate of ESCP Europe and began her career atGoldman Sachs on the firm’s French M&A team between 2003 and2006. In 2007, she then joined the Wendel Paris investment team as
an associate. In 2016 she relocated to the United Kingdom where
she helped open the London office dedicated to generating andmonitoring
investment
opportunities
inEurope.
In
September 2020, Félicie joined the Paris investment team in linewith the Group’s strategy to concentrate its teams in France,
Luxembourg and New York.

2.1.6.2 The Investment and Development
Committee
Composed of the Executive Board, three Executive Vice-Presidents
and two Managing Directors – the CEO of Wendel Luxembourg
being secretary and permanent participant – it meets at least every
two weeks and more frequently if needed, to work on selecting anddeveloping the Group’s investments. It examines plans to acquireand divest assets and regularly reviews the position of the main
companies within the portfolio, Wendel’s investment policy and theperformance of employees in the investment team. At the date of
the Universal Registration Document, it was composed of
7 members, including 2 women and 5 men.

2.1.6.3 The Management Committee
At least every two weeks, it brings together the members of the
Executive Board, the three Executive Vice-Presidents, the GeneralCounsel, the Tax Director, the Director of Sustainable Development
and Communications, the Human Resources Director, and the
Deputy Chief Financial Officer. It makes day-to-day decisions
regarding the organization and the Group’s operations, involving,where appropriate, other relevant people. At the date of the
Universal Registration Document, it was composed of 10 members,
including 4 women and 6 men.

2.1.6.4 The Coordination Committee
It meets twice a month and is made up of the members of theInvestment & Development Committee and the Management
Committee as well as Wendel’s other principal managers
worldwide. Its role is to act as a hub of cross-company informationand sharing to ensure the free flow of information throughout theGroup. At the date of the Universal Registration Document, it wascomposed of 19 members, including 4 women and 15 men.

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Governing and supervisory bodies

2.1.6.5 The ESG Steering Committee

2.1.6.7 Teams

The ESG Steering Committee has been set up by the Executive
Board in 2012 and strengthened in 2020 as part of the ramping up
of Wendel’s ESG strategy. The Committee is chaired by David
Darmon, member of the Executive Board, and is made up of two
Operating Partners and representatives of Wendel’s different
business and support divisions: Internal Audit department, General
Secretariat, Communications and Sustainable Development
department, Financial Communications department, Human
Resources department, Finance and Operational Resources
department. This Committee meets every six weeks to carry out
in-depth monitoring of the Group’s ESG ratings, progress made on
rolling out Wendel's ESG roadmap for 2023 and that of theportfolio companies, and the change in applicable standards. It is
composed of 11 members, of which 5 women and 6 men.

Wendel’s team leaders and principal members

2.1.6.6 Locations
Wendel has offices for its holding companies and service activities.
The oldest are in Paris (since 1704) and Luxembourg (since 1931).
The Group was also established in Amsterdam, Tokyo, New York,Singapore, Casablanca and London. With the exception of New
York, these offices were closed in 2019 and 2020 to streamline theGroup’s organization and thus focus the pursuit of newopportunities in Europe and North America.

Paris
Wendel’s head office is located in the ninth arrondissement of Paris.
The Paris office is home to part of the Group’s corporate andinvestment teams.

Luxembourg
Wendel has been established in Luxembourg since 1931 throughWendel Luxembourg (resulting from the merger-absorption ofWinvest Conseil by Trief Corporation, completed in 2021). This
company indirectly holds the Group’s unlisted investments andcertain listed investments through Reserved Alternative Investment
Funds (RAIF), which it manages as an alternative investment funds
manager approved by the CSSF. Wendel Group co-invests from
Luxembourg with third-party partners in certain companies, such as
Stahl or Constantia Flexibles.

New York
Wendel North America investigates and advises the Group on
investments in North American companies looking for a long-term
shareholder. Wendel North America is in charge of monitoring CPI
and ACAMS and helps the Wendel Lab to identify opportunities.
North America is the world’s biggest private equity market in termsof investment opportunities. Wendel opened an office in New Yorkin 2013 and has made a number of investments there (in particular
CPI and ACAMS).

108  - Universal registration document 2021

 Management Committee
 Investment & Development Committee
 Coordination Committee
 ESG Steering Committee
Olivier Allot 
Director of Financial Communication and Data Intelligence
Olivier Allot joined Wendel in 2007. He began his career in 1996 at
the Société des Bourses Françaises—Paris Stock Exchange. For four
years, he served as the organization’s spokesperson and was thenin charge of investor relations until 2007. In this capacity, hecontributed actively to the combination of the Paris, Amsterdam,
Brussels and Lisbon stock exchanges and the merger of Euronext
and the NYSE. He has a Master’s in Management Sciences and an
advanced engineering degree in banking, finance and insurance
from the Sorbonne, Paris I, as well as a financial analyst diploma
from the SFAF and CEFA and an MBA in Strategic Managementand Economic Intelligence from the Paris Economic Warfare
School.

Christine Anglade Pirzadeh  
Director of Sustainable Development and Communications,
Advisor to the Executive Board
Christine Anglade Pirzadeh joined Wendel in 2011. She waspreviously Director of Communications at the Autorité des marchés
financiers (AMF) from 2000. From 1998-2000 she served as Media
Director for the French prime minister. She began her career on theeditorial team of Correspondance de la Presse. Christine Anglade
Pirzadeh holds a master’s degree in European and International
Law from the University of Paris I and a master’s degree (DEA) in
communication law from the University of Paris II.

Caroline Bertin Delacour  
General Counsel, Ethics Officer, Chief Group Compliance Officer,
Secretary of the Supervisory Board
Before joining Wendel in 2009 as Director of Legal Affairs, Caroline
Bertin Delacour practiced law for over 20 years, specializing in tax
and business law at the law firms Cleary Gottlieb Steen & Hamilton
and August & Debouzy. She was appointed General Counsel ofWendel on January 1, 2015.
She holds a master’s degree in business law from Universitéde Paris II Panthéon-Assas, a postgraduate degree in Applied Tax
Law from Université de Paris V René-Descartes, and an LLM fromNew York University.

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Governing and supervisory bodies

2Benoît Drillaud  Peter Meredith  

Deputy CFO

Tax DirectorBenoît Drillaud joined the Wendel Finance department in
September 2004 after five years at PricewaterhouseCoopers as anauditor. He holds a Master’s in Finance from ESCP and a master’s
degree(DEA)ineconomics
fromUniversité
Paris I
Panthéon-Sorbonne.

Peter Meredith joined Wendel on March 1, 2013. He has previously
held the position of Tax Director of the Bouygues Construction
Group (2005-2013), of CapGemini (2000-2005), and of the GTM
Group (1989-2000). Throughout his career, Peter Meredith has
been in charge of tax issues related to both French andinternational contexts. He holds a master’s degree (DEA) in
comparative law.

Étienne Grobon 
Director of Internal Audit
Étienne joined Wendel in 2018 as Director of Internal Audit. Before
joining Wendel, Étienne spent eight years as Senior Director (Audit
and Insurance) at Dassault Systèmes in Paris. He led the Groupteam in all relevant areas (audit & internal audit). He was also
responsible for the global insurance program. He previously spentover fifteen years working in the audit and risk management
sectors. First, at the Bouygues Group, then at Andersen (formerly,
Arthur Andersen), leading the Sarbanes-Oxley compliance projects.
Finally, he was a member of the team which founded the Protiviti
firm in France where he was Director responsible for Internal Audit
and Risk Management. He is a graduate of HEC Paris.

Jean-Yves Hemery 
Délégué à la gestion journalière of Wendel Luxembourg
Jean-Yves Hemery joined the Wendel Group in 1993 as Deputy
General Secretary at Marine-Wendel, after seven years spentworking for the French tax authority and three years at Pechiney. He
is a graduate of École nationale des impôts and also holds a
degree in economics. He was appointed International Delegate of
Oranje-Nassau in December 2012 where he is responsible forcoordinating the Company’s international administrative andfinancial development.

Harper Mates Managing Director
Harper Mates joined Wendel in the New York office in 2015. She
was previously Vice-President at MidOcean Partners, a US
mid-market private equity fund, where she was Head ofInvestments in the services and media sectors. She began her
career at J.P. Morgan Chase as an analyst, then worked at Citi
Private Equity as an investment manager. Harper holds an MBAfrom Harvard Business School and a BA from the University of
Wisconsin-Madison.

Sébastien Metzger 
Director of Legal Affairs M&A and FinanceA lawyer by training, Sébastien Metzger, 41, began his career at
Wendel in 2008 as an M&A lawyer, was promoted to Deputy
Director of Legal Affairs in January 2018, and then Director of Legal
Affairs, M&A and Finance in February 2022. He is a graduate of
ESSEC and holds a Master II in Business Law and Taxation (Paris I –Panthéon Sorbonne).

Alexina Portal  
Director of Human Resources
Alexina Portal joined the Wendel Group in 2020 to take charge ofthe Group’s development in human resources. A graduate of
INSEAD (IEP) and with a doctorate in organizational behavior,
Alexina Portal has spent the last 25 years working on various
international organizational transformation and development
projects.

Claude de Raismes 
Délégué à la gestion journalière, CEO of Wendel Luxembourg
Claude joined the Group’s investment team in 2009 as an analyst,
became an Associate and then investment manager. He co-headed
Winvest Conseil as of March 1, 2019, and was after appointed its
CEO on January 1, 2020. He is also secretary of the Investment &Development Committee. Previously, he had experience infinancial auditing at Deloitte in Paris. He was then an analyst at UBS
Investment Bank from 2007 to 2009 where he notably participatedin the financing of leveraged buyouts (LBO). Claude is a graduateof HEC business school and holds a master’s degree in modern
literature and a master’s degree in econometrics.

Harper Mates has been a member of the Supervisory Board
representing employees since January 1, 2021.

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Governing and supervisory bodies

Adam Reinmann Michel Tournier Managing Director, CEO of Wendel North America

IT Strategy and Digital Transformation Director

Adam Reinmann joined Wendel at the end of 2013 and began his
career with the JPMorgan Group. Before joining Wendel, he
worked for Onex, a leading investment firm in Canada. At Onex heparticipated in the acquisitions of The Warranty Group, Skilled
Healthcare, Cypress insurance Group, RSI Home Products and
JELD-WEN Holding, Inc. In 2009, Adam was a member of the
Executive Committee of an Onex operating company (Celestica)
where he was involved in the development and operational
improvement strategy of the Company. He holds an MBA from theColumbia Business School and a BS from Binghamton University.

Prior to joining Wendel, Michel was Director of IT Systems –Technology Core Solution Group | EMEA/APAC at Ingram Micro
Commerce & Lifecycle Services. Michel has over 26 years ofexperience managing IT systems in several industry sectors: at
Cofidis in 1996, he took part in the creation of subsidiaries in
Portugal and Argentina for five years, before spending three years
with Louis Vuitton in Latin America in the role of Regional CIO,
followed by several roles with the Shiseido Group. In late 2012, hejoined Anovo as Group CIO, for a period of three years.

Jérôme Richard 
Operating Partner
Joining Wendel in 2019, Jérôme started his career at the Boston
Consulting Group, where he worked for eight years in France andthe US on transformation and operational performance
improvement projects, mainly in the healthcare and industrial
sectors. He also served as Director of Recruitment for the Paris
office. In 2010, Jérôme joined Schneider Electric as Vice-President
to take on operational management positions in purchasing andthen sales. In 2016, he was appointed Chief Executive Officer ofJohn, a leading start-up in concierge services for brands and theircustomer relations. He is a graduate of Centrale Supélec.

David Varet 
Operating Partner
David Varet joined Wendel as Operating Partner in 2021. Prior tojoining Wendel, David spent eight years as Chief Executive Officer
of HOMEBOX, France’s number one self-storage service provider.
He began his career as a technology consultant at Capgemini.
David then worked for five years for the PSA Group, first on logistics
and distribution issues and then as Global Pricing Manager forparts and accessories. He then joined the Boston Consulting
Group, which he left after five years with the rank of Principal. David
is a graduate of École Polytechnique and École des Mines de Paris.

4A4>4:9:1;:B0=>-0?B009?30C0.@?4A0,9/%@;0=A4>:=D:,=/>At the Shareholders’ Meeting of May 31, 2005, Wendel adopted adual governance structure with an Executive Board and aSupervisory Board.
The Executive Board has the broadest powers to act on the
Company’s behalf under all circumstances. It exercises thesepowers within the limits of the Company’s purpose and as long as
they have not been expressly attributed to shareholders or theSupervisory Board. It sets and oversees the Company’s strategic
priorities, in accordance with its corporate interests and taking into
consideration the social and environmental implications of its
business. The Chairman of the Executive Board and, if applicable,
the Executive Board member or members designated for such
purpose by the Supervisory Board, represent the Company in its
relations with outside parties. Currently, only André
François-Poncet, Chairman of the Executive Board, and David
Darmon, member of the Executive Board, represent the Company
with regard to third parties, unless specifically delegated. The
Company is bound even by actions of the Chairman or members of

110  - Universal registration document 2021

the Executive Board that do not comply with the Company’s
purpose, unless the Company can prove that the third party knew,
or that given the circumstances, must have known, that the action
was outside of the scope of the Company’s purpose.
The Executive Board may vest one or more of its members or any
non-member with special, ongoing or temporary assignments thatit has determined and may delegate to them for one or more set
purposes, with or without the option to sub-delegate, the powersthat it deems necessary.
The Executive Board draws up and presents the strategy and thereports mentioned below to the Supervisory Board, as well as
annual and semi-annual financial statements, as prescribed by law.
The Executive Board, after discussion with the Supervisory Board,
sends out the notice of Shareholders’ Meetings and, if applicable,
any other meeting, and draws up the agenda of these meetings,
without prejudice to the provisions of Article 15 of the bylaws.

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2

The Executive Board ensures that the draft resolutions it submits toshareholders at their Shareholders’ Meeting regarding thecomposition or the proceedings of the Supervisory Board comply
with the Supervisory Board’s decisions.

 granting of security interests, guarantees, endorsements and

The Executive Board executes all decisions made at the
Shareholders' Meetings.

 any transaction that may lead, immediately or at a later date, to a

The Supervisory Board exercises ongoing oversight of the
Executive Board’s management of the Company, pursuant to
Article L. 225-68 of the French Commercial Code and Article 1 of its
internal regulations. Throughout the year, it performs the checks
and controls it deems appropriate and may request any document
it considers necessary to fulfill its duties. The Supervisory Board
may mandate one or more of its members to carry out one or moreassignments of its choosing. In the circumstances it deems
necessary, the Supervisory Board may call a Shareholders’ Meeting.
In this case, it sets the meeting’s agenda.
At least once every quarter, the Executive Board presents to theSupervisory Board a detailed report on the Company’s situationand outlook. In particular, it reports on the performance of thecompanies in its portfolio, their development strategy, theirfinancial condition, their external growth transactions and any othertransaction likely to have a significant impact on the Company.
Within three months after the close of each financial year, theExecutive Board submits the parent company and consolidated
financial statements for the year to the Supervisory Board forverification, along with the management report to be presented toshareholders at their Shareholders’ Meeting. The Supervisory
Board reports its observations on the Executive Board’s report andon the annual parent company and consolidated financial
statements to the shareholders. The Executive Board also presents
the semi-annual financial statements to the Supervisory Board, as
well as the documents containing management forecasts.
The Executive Board finalizes and presents to the Supervisory
Board the net asset value (NAV) per share, which measures theCompany’s creation of value (see section 5.3). As often asnecessary, it also reports to the Supervisory Board on the
Company’s balance sheet and the type and maturity of its bank andbond debt.
The Supervisory Board is kept regularly informed of the financial
and extra-financial risks the Company assumes and the measures
the Executive Board takes to address them (see Chapter 3 below
and note 7 to the consolidated financial statements).
Prior approval of the Supervisory Board is required for thetransactions specified in Article 15 of the Company’s bylaws:

collateral of more than €100 million per transaction;

 any proposal at the Shareholders' Meeting to change thebylaws;capital increase or reduction of capital through the issuance of
securities or cancellation of shares;

 any proposal to shareholders regarding the appropriation of
earnings or the distribution of dividends, as well as any interim
dividend; any merger or spin-off that the Company would be party to; any proposal to shareholders regarding a share buyback
program; any proposal to shareholders regarding the appointment orreappointment of the Statutory Auditors; and any agreement subject to Article L. 225-86 of the French
Commercial Code.
Significant divestments are not required to be submitted toshareholders at their Shareholders’ Meeting. According to the AMF,
when a company’s primary activity is to acquire and manage equity
investments, divestments – even significant ones – they clearly fallwithin its normal operating cycle, so the market and shareholders
can foresee them. Wendel is therefore not required to present
significant divestments to its shareholders.
The Supervisory Board appoints, and has the power to revoke,
members of the Executive Board. It sets their level of compensation
as well as their terms (current or deferred, fixed or variable). It setsstock-option and performance share grants allocated to Executive
Board members, as well as the relevant presence, performance andholding conditions. In all these cases, the Board acts based on therecommendation of the Governance and Sustainability Committee.
It is the responsibility of the Executive Board to determine theindividual grants of stock options and performance shares to
employees, to decide on the grant dates, to define the usual
conditions and to approve the plans.
Based on the recommendation of the Governance andSustainability Committee, the Supervisory Board sets the generalprinciples of the co-investment policy for the members of the
Executive Board and authorizes the co-investment of Executive
Board members (see note 6-1 to the consolidated financial
statements). The Executive Board determines the team members
eligible for co-investment and their individual allocations.

 any transaction, including an acquisition or divestment by theCompany (or an intermediate holding company), exceeding€100 million, as well as any decision permanently affecting thefuture of the Company or its subsidiaries;

 divestment of real property of more than €10 million pertransaction; - Universal registration document 2021

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Governing and supervisory bodies:8;74,9.0,9/0?34.,74>>@0>49A:7A492?30=:@;H>
2:A0=9492,9/>@;0=A4>:=D-:/40>

Since 2009, Wendel’s obligations in terms of confidentiality,
abstention from transactions involving Wendel shares andinvestments, market information and conflicts of interest have been
governed by the Market Confidentiality and Ethics Code. It applies
in particular to the members of the Executive Board and theSupervisory Board. The last update of this charter by the Executive
Board was in July 2019.
Wendel’s Market Confidentiality and Ethics Code defines the rules
for managing conflicts of interest and the responsibilities of the
Ethics Officer. Since 2009, the Ethics Officer has been Caroline
Bertin Delacour, General Counsel of Wendel.
The Executive Board has also adopted a Code of Ethics, revised inJuly 2021, and a compliance program through targeted policies(anti-corruption and influence-peddling policy, anti-money
laundering
policy,internationalsanctionspolicy)(see
section 4.1.7.1). This compliance program applies in particular tocorporate officers.

2.1.8.1 Market ethics
Registered shares
Shares or any other securities issued by the Company or by its
listed subsidiaries and affiliates, which are held or may be held bymembers of the Executive Board or the Supervisory Board or any
related person, such as their spouse or dependent children, mustbe held in registered form.

Confidentiality and abstention obligations
Executive and Supervisory Board members are bound by strict
confidentiality rules regarding specific, non-public information that
could have a material impact on the share price or of any otherlisted security of the Company. This information is considered to beinside information.
The confidentiality requirement applies in particular to any
privileged information that the members may have about acompany in which Wendel is considering an investment.
When members of governing and supervisory bodies are inpossession of inside information, they must refrain from carrying
out, directly or indirectly, on their own behalf or on behalf of112  - Universal registration document 2021

another party, any transaction involving the Company’s shares or
any other of its listed securities. They are then entered on theinsider lists drawn up by the Company’s Ethics Officer. These lists
are made available to the AMF and kept for at least five years fromthe date they were drawn up or updated.
This same restriction on trading is required during certain so-called“blackout” periods during which the Company publishes its annual
and semi-annual financial statements, quarterly revenue, and net
asset value (NAV, see section 5.3). These periods are as follows: forthe publication of annual and semi-annual financial statements,from 30 days before to 24 hours after their publication; forquarterly revenue and NAV, from 15 days before to 24 hours after
their publication.
Trading is also restricted during any other period communicated by
the Company’s Ethics Officer.
Unless specified to the contrary, these blackout periods end upon
the publication of the information in question, in an official notice
and/or a press release that is effectively and fully disseminated.
In addition, members of the Company’s management andsupervisory bodies must also refrain from trading in the securities
of listed and unlisted Wendel Group subsidiaries and affiliates. This
restriction does not apply to shares held by the directors to fulfill
obligations imposed by legislation or the bylaws or in accordancewith any recommendations issued by the Company in which they
serve as director. This restriction also does not apply to thepayment of a dividend in kind in the form of shares in subsidiaries
or affiliates held in the Company’s portfolio. Individuals holding
such shares may keep them or sell them, as long as they comply
with the Company’s Market Confidentiality and Ethics Code.

Transactions carried out by executives
Members of the Executive Board and the Supervisory Board, as wellas persons related to them, are required to report to the AMF,
electronically and within three trading days of their execution,transactions in the Company’s shares and related instruments, assoon as the total amount of transactions carried out during thecalendar year exceeds €20,000. This notification is also sent to theCompany’s Ethics Officer. The Company has been publishing all ofthese transactions on its website since 2005.

:=;:=,?0 :A0=9,9.0
Governing and supervisory bodies

Restriction on the sale of Wendel shares by Supervisory
and Executive Board members
To the Company’s knowledge, members of the Supervisory andExecutive Boards have accepted no restrictions on the divestmentof their shareholdings in the Company, with the following
exceptions:

 in accordance with the bylaws of the Company, each member of
the Supervisory Board must hold 500 fully paid-up shares;

 the obligation for each member of the Executive Board to retain
a number of shares, in particular those resulting from theexercise of their stock options or the acquisition of theirperformance shares, corresponding, for the Chairman of the
Executive Board and the member of the Executive Board
respectively, to a value equal to 200% and 100% of the fixed
portion of their annual compensation;

 Executive Board members may not exercise their options or sell
the corresponding shares during blackout periods or in theevent of possession of inside information, in accordance with
the Company’s Market Confidentiality and Ethics Code and withrecommendation 25.3.3 of the Afep-Medef Code; certain abstention obligations imposed by Wendel’s Market
Confidentiality and Ethics Code; and certain corporate officers have entered into collective lock-up
commitments under Article 787 B of the French Tax Code("Pacte Dutreil"), described in section 8.3.10.1 of this Universal
Registration Document.

2.1.8.2 Business ethics
Conflicts of interest
A number of procedures are in place within the Wendel Group toprevent and manage any conflicts of interest: the Market
Confidentiality and Ethics Code, the anti-corruption policy, theinternal regulations of the Supervisory Board and the procedure for
evaluating regulated related-party agreements and current
agreements (see paragraph below “Regulated related-party
agreements and standard agreements”).

2statement in whole or in part inaccurate. In the event of a conflict ofinterest, the concerned Board member does not take part in thediscussions and does not take part in the corresponding vote, does
not receive information related to the agenda item giving rise to aconflict of interest; any decision of the Board concerning a conflictof interest is recorded in the minutes of the meeting. The proper
functioning of the Board requires the presence of profiles withinvestment experience. In this respect, some members of the Board
may hold positions - outside their mandate as members of theSupervisory Board - with companies competing with Wendel. An
increased level of vigilance is then required and implemented aspart of the application of the conflict of interest management
procedure.
Members of the Supervisory Board must also inform the Chairmanof the Supervisory Board of their intention to accept a new
appointment or a new position in a company that does not belong
to a Group of which they are executives. If the Chairman of theSupervisory Board believes that the new appointment could create
a conflict of interest, the Chairman puts the issue before theSupervisory Board. In this case, the Board decides whether or not
the new appointment or position is compatible with the position of
the Wendel Supervisory Board member. Should the Board decidethat there is a conflict of interest, it asks the Board member tochoose between the new appointment and his/her appointment at
Wendel. All decisions declared incompatible are duly justified.

Regulated related-party agreements and standard
agreements
In accordance with Article L. 22-10-29 of the French Commercial
Code and recommendation 4.1 of AMF Recommendation
No. 2012-05, the Supervisory Board has adopted a Charter for theevaluation of regulated related-party agreements and agreements
relating to ordinary transactions under standard conditions. This
Charter: reiterates the regulatory framework applicable to regulated
related-party agreements and commitments and offers
additional guidance on the methodology used internally toclassify the various agreements entered into;

 sets out a typology of agreements which, due to their nature andterms, are not subject to formalities; andThe members of the Executive and Supervisory Boards must clear
up any actual or potential conflicts of interest and bring them to theattention of the Company’s Ethics Officer or the Supervisory Board
Chairman.

 sets out an internal procedure for the regular review of Wendel’s

For the members of the Executive Board, specific processes fordeclaring and handling conflicts of interest have been
implemented.

The procedure applicable to agreements relating to ordinarytransactions under standard conditions is described below:

The members of the Supervisory Board, who have a generalobligation of confidentiality and loyalty, must each prepare astatement, addressed to the Company’s Ethics Officer (i) at the timeof appointment, (ii) at any time, on his or her initiative or at therequest of the Ethics Officer and (iii) in any event, within 10 working
days following the occurrence of any event that made the previous

The charter first sets out the various criteria to be met by theagreements to which the valuation procedure is applied, related to(i) the parties to the agreement, (ii) the ordinary nature of theagreement or transaction and (iii) the normal nature of theconditions provided for in the agreement.

agreements relating to ordinary transactions under standard
conditions.

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Governing and supervisory bodies

It then describes the different steps to be implemented for thevaluation of the agreements, as follows:
1. Pre-assessment of these criteria by the functions involved in
drawing up an agreement
Prior to signature, the functions initially involved in drawing up theagreement, depending on its purpose (hereinafter the “Involved
Function(s)”) will, at the time of concluding an agreement, anamendment or renewal, assess whether the conditions meet thecriteria of ordinary transactions under standard conditions. This
assessment must be documented. In the event of difficulties ininterpreting or evaluating criteria, the matter should be referred to
the Chief Group Compliance Officer who will make an assessment
on a case-by-case basis and consult the Director of Internal Audit if
needed.
Each year, every Involved Function must be in a position to present
its standard agreements included within its functional scope andrespond to requests from the Chief Group Compliance Officer.
2. Retrospective review of the application of criteria by the Chief
Group Compliance Officer
The Chief Group Compliance Officer reviews how the Charter isapplied by the Involved Functions on a regular basis and as
deemed necessary.
To facilitate the Chief Group Compliance Officer’s review, each
Involved Function in drawing up these agreements must be in aposition to share a sample/list of agreements relating to ordinarytransactions under standard conditions within their scope uponrequest.
If the Chief Group Compliance Officer retrospectively considers
that an agreement on the list of agreements relating to ordinarytransactions under standard conditions should fall within the scopeof regulated related-party agreements, she must notify theSupervisory Board and obtain confirmation that the regulated
related-party agreement procedure set out in the French
Commercial Code shall apply. At its annual review of regulated
related-party agreements, the Supervisory Board may decide tocorrect the situation and follow the correction procedure referredto under Article L. 225-90 of the French Commercial Code. Parties
with an indirect interest in any of the agreements under review do
not take part in the Supervisory Board’s discussions on this matter.

Each year, the Chief Group Compliance Officer reports on thefindings of her review to the Company’s Supervisory Board.
Interested parties or parties with an indirect interest in one of theagreements under review do not take part in the Supervisory
Board’s discussion on the matter.
Moreover, if the Chief Group Compliance Officer deems it
necessary to modify the charter, she refers any proposed
modifications to the Supervisory Board for approval.
3. Information on agreements relating to ordinary transactions
under standard conditions
The Supervisory Board’s annual report on corporate governancecontains:

 a description of the procedure for reviewing agreements
relating to ordinary transactions under standard conditions; and a description of its implementation by the Company, including
the Supervisory Board’s conclusions following the Chief Group
Compliance Officer’s annual report and any follow-up.
The implementation of the procedure in 2021 is described
below:The Chief Group Compliance Officer obtained the list of
standard agreements entered into by Wendel under standard
conditions during the year from the Involved Functions. After
analyzing them, it reported on its assessment to the Supervisory
Board at the meeting of March 17, 2022, as follows: as a precautionary measure and a concern for transparency,
all agreements entered into with a member of the Executive
Board or a member of the Supervisory Board, and thoseentered into with Wendel-Participations SE (the only
shareholder with more than 10% of the voting rights attachedto the Wendel shares) were classified as regulated
related-party agreements and subject to the corresponding
procedure. These agreements are described in the Statutory
Auditors’ special report on regulated related-party
agreements; and the agreements entered into with companies identified ascompanies having in common top management individuals
with Wendel meet the cumulative criteria of “ordinarytransaction” and “standard conditions”.
The Supervisory Board concluded that there was no need toreclassify the agreements referred to in the second bullet above
as regulated related-party agreements. It also considered thatno changes should be made to the applicable Charter.

114  - Universal registration document 2021

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Governing and supervisory bodies

Information regarding agreements entered into
between a director or significant shareholder
and a subsidiary
In accordance with Article L. 225-37-4, paragraph 2 of the French
Commercial Code, described below are agreements entered into
directly or through an intermediary between (i) one of the membersof the Executive Board or Supervisory Board or one of theshareholders with a fraction of voting rights exceeding 10% of theCompany and (ii) another Company controlled by Wendel
according to the definition under Article L. 233-3, with the
exception of agreements relating to ordinary transactions understandard conditions.
To the best of the Company’s knowledge, the following
agreements were entered into during fiscal 2021 and early fiscal
2022 (see also note: 6-1 to the consolidated financial statements):

 in the framework of the co-investment principles for the2 in application of the co-investment principles for the period2021-2025, André François-Poncet and David Darmon,
members of the Executive Board, Harper Mates and Sophie
Tomasi Parise, members of the Supervisory Board representing
the employees, invested in July and December 2021 in Tarkett,and in March 2022 in ACAMS; and inaccordance with the co-investment principles of the
2018-2021 period, Harper Mates, a member of the Supervisory
Board representing employees, reinvested in Crisis Prevention
Institute in December 2021.

The Company has applied the regulated related-party agreements
process to these agreements. They were authorized by theSupervisory Board and are described in the Statutory Auditors’
report on regulated related-party agreements, submitted forapproval to the Shareholders’ Meeting of June 16, 2022, under theterms of Resolution No. 4.

2021-2025 period, André François-Poncet and David Darmon,
members of the Executive Board, and Harper Mates and Sophie
Tomasi Parise, members of the Supervisory Board representing
the employees, entered into purchase and sale agreements inJuly 2021 with Wendel Luxembourg, a wholly-owned subsidiaryof Wendel, relating to their co-investments for the 2021-2025
period. The purpose of these undertakings is to settle theoutcome of their co-investments in the event of their departurefrom the Wendel Group before the occurrence of liquidity
events affecting the companies in which they have co-invested; - Universal registration document 2021

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Compensation of corporate officers

 :8;09>,?4:9 :1 .:=;:=,?0 :114.0=> :8;09>,?4:9 ;:74.D 1:=F.:=;:=,?0F:114.0=>
The compensation policy for members of the Executive Board(section 2.2.1.2) and the compensation policy for members oftheSupervisory
Board(section 2.2.1.3),
pursuantto
Article L. 22-10-26 of the French Commercial Code, aredescribed below. These compensation policies are subject tothe approval of the Shareholders’ Meeting on June 16, 2022,
pursuant to resolutions No. 8 to 10.

2.2.1.1 General principles relating
to the compensation policy
for corporate officers
Identification, review and implementation process
Members of the Executive Board
The compensation of the members of the Executive Board is set by
the Supervisory Board on the recommendation of the Governanceand Sustainability Committee. It is established with a general viewto provide stability during the four-year term of the Executive Boardand submitted each year to the approval of the Shareholders’Meeting.
As part of the renewal of the Executive Board’s term of office in
2021 for a further period of four years, the compensation policy
was fully reviewed. The process followed is detailed in
section 2.2.1.2 of the 2020 Universal Registration Document, withan overview of the work of the Governance and Sustainability
Committee, as well as the proposed changes compared to theprevious compensation policy.
The execution of the policy is carried out in accordance with theterms approved by the Shareholders’ Meeting, subject to any
exemptions applied in accordance with the principles set out in thissection. The implementation of the policy is discussed during
meetings of the Governance and Sustainability Committee, with thesupport of the Audit, Risks and Compliance Committee for theverification of numerical data.
Detailed information describing the compensation is set out in the
Universal Registration Document relating to the fiscal year during
which the compensation items were awarded and/or paid.

116  - Universal registration document 2021

Supervisory Board members
The compensation package allocated to members of theSupervisory Board is determined by the Shareholders’ Meeting. It isthen the responsibility of the Supervisory Board to set the
distribution of this compensation among its members, by allocatinga fixed portion and a variable portion based on actual attendanceat meetings of the Supervisory Board and its Committees.
The variable amount of the compensation of members of theSupervisory Board and the Committees may be adjusted each year
according to (i) the number of scheduled meetings and (ii) the
number of members benefiting from this compensation.

Compliance
The Supervisory Board follows the recommendations of the
Afep-Medef Code for setting the compensation and benefits to be
paid to members of the Executive Board and members of theSupervisory Board.
It ensures that the compensation policy for corporate officers
complies with the principles of comprehensiveness, balance,comparability, consistency, intelligibility and prudence.

Principles and objectives
The principles and objectives that have guided the determinationof the 2021-2024 compensation policy for corporate officers are as
follows:

 performance requirement; alignment of interests with shareholders; motivation of corporate officers;
 importance of retaining teams and attracting the best talents(the Executive Board’s compensation policy is then applied tothat of approximately 20% of Wendel’s workforce);

 alignment with Wendel’s values, notably in terms of ESG; and simplicity.

:=;:=,?0:A0=9,9.0
Compensation of corporate officers

Respect for the Company’s interests and linkwith the Company’s strategy, sustainability
and employee compensation
The compensation policy set by the Supervisory Board contributes
to the Company’s long-term interests in that it is based, on the one
hand, on the performance of Wendel and the portfolio and, on theother hand, on the implementation of its strategy. Thus, certain
short-term compensation objectives depend on the achievement ofstrategic and ESG roadmaps, while others are based on therevenue and results of Wendel’s portfolio companies. Long-termcompensation, which gives corporate officers a stake in the sharecapital, is linked to the Company’s performance over 4 years; thisperformance being both financial, based on the increase in the TSR
and dividend, and non-financial, based on ESG criteria.
Through these features, the compensation policy is in line with thecorporate interest, contributes to the Company’s sustainability andcreates alignment between the interests of corporate officers andshareholders. It is also consistent with the raison d'être of Wendel,
as defined in 2020, which, as a long-term investor, engages withentrepreneurial teams to build sustainable leading companies.
Compensation conditions for the Company’s teams are also taken
into account, insofar as: the targets used to determine the annual variable compensationof the Executive Board are also applied to a portion of thevariable compensation of approximately 20% of Wendel’s
workforce;

 performance conditions attached to the Executive Board’s stock
options and performance shares are used in the allocation plansfor employees.

Conflicts of interest
During the determination, review and implementation of thecompensation policy for members of the Executive Board andSupervisory Board, the Supervisory Board, where necessary,
applies the measures for management of conflicts of interest statedin the Supervisory Board’s internal regulations and the Market
Confidentiality and Ethics Code (see sub-section 2.1.8.2 “Conflictsof interest”). The members of the Executive Board do not attend thedeliberations of the Supervisory Board relating to theircompensation.

Exemptions
In accordance with Article L. 22-10-26 III paragraph 2 of the French
Commercial Code, an exemption to the application of thecompensation policy may be granted if it is temporary, subject tothe occurrence of exceptional circumstances, consistent with theCompany’s interests and necessary to ensure the Group’s
continued existence or viability. Any exemption from one of thecompensation items policy shall be decided by the Supervisory
Board on the prior recommendation of the Governance andSustainability Committee. Any exemptions thus decided will be set
forth in the Universal Registration Document for the fiscal year inwhich they were defined.

2

It is specified that this option may be used by the Supervisory
Board in accordance with the following conditions:

 the compensation items that may be amended are: the annual
variable compensation as well as the options and theperformance shares;

 the maximum amounts that can be awarded under theseelements cannot be amended; and are identified as exceptional circumstances (i) any geopoliticalevent having a significant impact on the Group (in particular
related to the war in Ukraine) and (ii) the continuing effects of
the Covid-19 pandemic. In this respect, the impact of these
events and their management by the members of the Executive
Board may be taken into consideration by the Supervisory
Board, on the advice of the Governance and Sustainability
Committee, in order to modify certain terms of the annual
variable compensation, options or performance shares granted
under the 2022 compensation policy. This provision will enable
the Supervisory Board to ensure adequacy between theapplication of the compensation policy with the management ofthese events by the members of the Executive Board, theperformance of the Group, and the exceptional circumstances.

2.2.1.2 Compensation policy for Executive
Board members
Determination of the compensation policy for 2022
The 2022 compensation policy is consistent with the one
established in 2021 in the framework of the renewal of the
Executive Board’s term of office for four years, subject to theadjustments outlined below.
As a reminder, the principles of compensation for the Executive
Board were reviewed in depth and with a global approach, so that
this compensation would be aligned with the individual andcollective performance of the members of the Executive Board (payfor performance), as well as with Wendel’s raison d’être andstrategy. These changes were also intended to motivate and retain
members of the Executive Board, whose actions contribute to theCompany’s performance.
The methodology and outcome of the overhaul of thecompensation policy since 2021 are set out in section 2.2.1.2 of the2020 Universal Registration Document. A rigorous process wasfollowed, based on: the use of dedicated benchmarks by a specialized external
consultant (use of three company panels to analyze data
adapted to Wendel’s hybrid nature: SBF 120 companies in amarket capitalization range close to that of Wendel, investment
and holding companies based in Europe, and private equity
funds;

 analysis of best practices in the sector and compensation
recommendations; - Universal registration document 2021

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Compensation of corporate officers

 discussions with shareholders, as part of governance roadshowsduring which the Chairwoman of the Committee met with
Wendel’s main investors and the main proxy advisor firms; and constructive dialogue with each member of the Executive Board.
Proposed changes for 2022
At its meeting of March 17, 2022, the Supervisory Board, on therecommendation of the Governance and Sustainability Committee,
maintained the structure of the Executive Board’s compensation
while proposing the following adjustments for certain policy items:

 annual variable compensation: for the financial objectives, thelist of companies whose financial performance is measured has
been modified to take into account changes in scope. The
non-financial objective has been revised, with a greater
weighting given to the execution of the 2021-2024 strategicplan (75% instead of 40% last year) and a new human resources
criterion has been added, to highlight the importance given to
talent development and succession planning. Details were
provided on the methods for calculating the achievement rates
of objectives; options: the exercise of options is subject to meeting a new ESG
performance condition, the achievement of which will beassessed at the end of a continuous period of four years (thecondition is described in the section “Compensation items”,
paragraph “Allocation of stock options”). In 2021, theperformance condition was based on the deployment ofWendel’s climate strategy: the objective of this performance

André François-Poncet

 exemption from the compensation policy: the nature of the
exceptional circumstances justifying the use of the exemption
has been specified and the scope of amendments has been
limited (no exemption from the maximum amounts of thevariable annual compensation, options and performance
shares).

2022 compensation structure
The 4 main compensation items of the members of the Executive
Board form a balance (approximately 50/50) between annualcompensation and long-term compensation, and are also
demanding since more than ¾ of the compensation is subject toperformance conditions. They are complementary and each ofthem serves different purposes. The members of the Executive
Board do not benefit from the following compensation items:
multi-year variable compensation, exceptional compensation,
non-compete compensation, supplementary pension plan.
It is specified that approximately 17.5% of the maximum
compensation of the members of the Executive Board is based on
ESG criteria, including short-term and long-term objectives.

David Darmon

77%

23%

Remuneration
subject
to performance
conditions

condition was to establish the basis for a climate policy forinvestments controlled by Wendel. Now that this dynamic has
been launched, with objectives to be achieved each year for
four years, it was deemed more relevant to launch a new projectin 2022 and it was decided to focus this time on the “S” of ESG;
and

Fixed
Options
and performance
share

23%

51%

Annualvariable

Remuneration
not subject
to performance
conditions

76%

24%

Remuneration
subject
to performance
conditions

Fixed
Options
and performance
share

49%

26%

24%
Annualvariable

27%

51%
Long-term
remuneration

Remuneration
not subject
to performance
conditions

49%
Annualremuneration

49%
Long-term
remuneration

51%
Annualremuneration

Compensation items

Annual variable compensation

Fixed compensation

For 2022, the maximum amount of variable compensation remains
set at 115% of the fixed compensation, this proportion being
unchanged since 2017. Variable compensation is in no way
guaranteed and its amount varies each year according to financial
and non-financial objectives. The achievement rate of theseobjectives for 2021 is detailed in section 2.2.2.2 “Total
compensation and benefits of all kinds” paragraph “Summary of thecompensation of each executive corporate officer”.

The fixed compensation for 2022 is as follows: €1,150,000 for the Chairman of the Executive Board; and €770,000 for the other member of the Executive Board.

118  - Universal registration document 2021

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Compensation of corporate officers

The Supervisory Board kept 4 objectives for 2022, three financial
and one non-financial, described below. The content of theseobjectives was precisely determined by the Supervisory Board, on
the recommendation of the Governance and Sustainability
Committee, at its meeting on March 17, 2022. For each criterion,
the Supervisory Board set a target objective and a range ofperformance thresholds. As outlined below, these objectives are
consistent with the Group’s development strategy.
Each performance objective on which the allocation of the annual
variable compensation is based is capped, in order to avoid any
effect of offsetting outperformance with possible underperformance.
These financial and non-financial objectives are also used todetermine a portion of the variable compensation of approximately
20% of Wendel’s workforce.
Description of the 2022 performance objectives:
The financial objectives, weighted and capped together at 65% of
the maximum variable compensation, are as follows: the first objective concerns Bureau Veritas, with specific criteria
regarding its performance, measured on the basis of its organic
growth and adjusted operating income; it is weighted andcapped at 20% of the maximum variable compensation;

 the second objective concerns the individual and collective
performance of four other companies in the portfolio(Constantia, CPI, Stahl and Tarkett), measured on the basis of
their organic growth and EBITDA; the achievement rate of thisobjective is calculated on a consolidated basis, based on theachievement rates of each of the companies, weighted
according to the average of the individual values of these four
companies in Net Asset Value as of December 31, 2021 and asof December 31, 2022, this objective is weighted and capped at
25% of the maximum variable compensation; and the third objective is to maintain Wendel’s Investment Graderating, reflecting a high standard of credit quality; it is weighted
and capped at 20% of the maximum variable compensation.

2

For the first two financial objectives, the achievement rates will becalculated, on the one hand, according to the individual budgets
for the portfolio companies at the beginning of the year and, on theother hand, according to a demanding scale: if the results achieved are less than 90% of the target budget,the objective is considered not met;

 if the results achieved correspond to the target budget, theobjective is only considered 85% achieved; and if the results achieved exceed the target budget, the objective isconsidered achieved between 85% and 100% depending on theoutperformance.
The weighting of unlisted companies in the portfolio in the net
asset value is not disclosed for confidentiality reasons related to
Wendel’s competitive positioning.
The non-financial objective is based on quantifiable criteria; it isweighted and capped at 35% of the maximum variable
compensation. It is based on the satisfaction of two types of criteria,
which represent respectively 75% and 25% of the non-financial
objective:

 a criterion related to the execution of the 2021-2024 strategicplan and other value-creating initiatives (weighted and capped
at 75% of the non-financial objective), such as the deployment of
capital in unlisted companies, the development of the Wendel
Lab, the external growth of portfolio companies; and criteria

related to human resources, ESG roadmap andcompliance mechanisms, at the levels of Wendel and theportfolio companies according to specific, pre-defined criteria(weighted and capped at 25% of the non-financial objective).

For the non-financial objective, specific initiatives and actions areset for each criterion when determining the compensation policy.
The achievement rate of this objective is calculated based on thecompletion of these initiatives and actions during the year.

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SummaryType of objective

Weighting

Financial objectives

65%

Bureau Veritas performance: organic growth and adjusted operating income

20%

Performance of 4 other companies in the portfolio (Constantia, CPI, Stahl and Tarkett):organic growth and EBITDA

25%

Maintaining Wendel’s Investment Grade rating20%

Non-financial objective

35%

Criteria:
Execution of the 2021-2024 strategic plan and value creation initiatives

75%

Human Resources/ESG/Compliance

25%

TOTAL

100%

Grants of stock options and performance shares

Holding obligation

The members of the Executive Board are granted stock options andperformance shares which stimulate the achievement of theGroup’s medium to long-term objectives and the resulting creationof value for shareholders.

In accordance with the law and the governance principles of the
Afep-Medef Code, the members of the Executive Board are subject
to a general and permanent obligation to hold Company sharesthat represent:

Maximum grant amountThe total value of the options and performance shares, as
determined on the date of their grant, may reach a maximum of: for the Chairman of the Executive Board: 105% of the sum of the
fixed and the maximum annual variable portions of his annualcompensation; and for the member of the Executive Board: 95% of the sum of the
fixed and the maximum annual variable portions of his annualcompensation,
Within these proportions, each member of the Executive Board
receives an allocation of 70% performance shares and 30% options.
In the framework of resolutions No. 27 and 28, it will be proposedto the 2022 Shareholders’ Meeting to authorize, for a period of
14 months, the allocation of an overall budget of options andperformance shares capped at 1% of the capital. For members of
the Executive Board, a sub-ceiling stipulates that the total numberof shares resulting from the exercise of the stock options and thedefinitive vesting of the performance shares granted may notexceed 50% of this overall budget, within the limits expressed interms of compensation referred to above.

 for the Chairman of the Executive Board: 200% of the fixed
portion of his annual compensation; and for the member of the Executive Board: 100% of the fixed
portion of his annual compensation.
The members of the Executive Board are also required to keep inregistered form until the end of their terms of office: 500 shares
resulting from the exercise of stock options and 500 performance
shares granted under each plan they benefit from in their capacity
as members of the Executive Board. It is specified that these sharesare included in the calculation of the aforementioned generalobligation.
If a member of the Executive Board does not hold shares
representing the required value at the time of taking up his duties,
he/she is not required to purchase shares on the market; but
he/she must keep all the shares acquired as and when options are
exercised or performance shares vested until he/she holds thenumber of shares stipulated by the aforementioned generalobligation, after deducting, for the shares resulting from theexercise of options, the exercise price of the said options.
Hedge

The members of the Executive Board have each undertaken not to
use any hedging transactions for stock options and performance
shares granted by the Company, until the end of their corporate
office.

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Allocation of stock options

Members of the Executive Board may be granted stock
subscription or purchase options.
The exercise price for the stock options is based on the average ofthe share price in the 20 trading days preceding the grant date,with no discount.
The presence condition is 4 years following the date of granting of
the stock options, it being specified that subject to the achievementof the performance condition described below, 50% of the options
will be exercisable in the event of departure at the end of a periodof 2 years, 75% of the options in the event of departure at the endof a period of 3 years (and 100% of the options in the event of
departure at the end of a period of 4 years).
The Supervisory Board considers that the options include an
intrinsic performance condition directly linked to the growth in the
Company’s share price, since the exercise of the options is only
favorable to the beneficiaries if the share price on the exercise dateis higher than the exercise price set on the grant date.
However, the Board has provided for the inclusion of aperformance condition linked to the Company’s ESG strategy: theoptions granted under the 2022 compensation policy will be
exercised if, over a period of 4 years, at least 90% of the membersof the Wendel Coordination Committee have attended an ESG
training course each year.
The Supervisory Board considers that this performance condition,assessed over a continuous period of 4 years, is a relevant indicatorof the deployment of Wendel’s ESG strategy, which is based inparticular on its responsible investment policy. As ESG is an
evolving and complex subject, Wendel must ensure that its teams
have the necessary skills in this area to be able to anticipate andunderstand the challenges and concepts induced by ESG, which
are present throughout the Group’s activity, at both Wendel andportfolio company levels.
The Supervisory Board also stresses that this condition ismeasurable, because a tool will make it possible to monitor andaudit its achievement.
As the options are valid for 10 years, their exercise period begins at
the end of a period of 4 years following their grant date and lastsfor 6 years.
Allocation of performance shares

Members of the Executive Board may be granted performance
shares. The presence condition is of 4 years following the date ofallocation of the performance shares, it being specified that,
subject to the achievement of the performance conditions

2

described below, 50% of the performance shares may be acquiredin the event of departure at the end of a period of 2 years, 75% of
the performance shares in the event of departure at the end of aperiod of 3 years (and 100% of the performance shares in the eventof departure at the end of a period of 4 years).
The Supervisory Board has set three performance conditions
assessed over a period of 4 years that are aligned with the interestsof shareholders. They are based on (i) Wendel’s Total Shareholder
Return (TSR), by applying both an absolute and a relative
assessment, and (ii) the evolution in the dividend paid each year toshareholders. These conditions, and their weighting, are as follows: Absolute TSR performance (25% of the allocation)
The absolute performance of Wendel’s annualized TSR ismeasured as follows: if the TSR is greater than or equal to 9% per year, thecondition is met at 100%,
if the TSR is less than 5% per year, the condition is not met,
 between these two limits, the acquisition is calculated on alinear basis; Relative TSR performance (50% of the allocation)
The relative performance of Wendel’s annualized TSR ismeasured against that of the CACMid60 index as follows:
if Wendel’s TSR is greater than or equal to the median TSR of
the index plus 3%, the condition is met at 100%,
 if Wendel’s TSR is equal to the median of the index’s TSR, thecondition is met at 50%,
 between these two limits, the acquisition is calculated on alinear basis,
 if Wendel’s TSR is lower than the median of the index’s TSR,

the condition is not met; Dividend evolution (25% of allocation)
The ordinary dividend paid each year for 4 years must be
greater than or equal to the dividend paid the previous year.
The evolution in the dividend each year is a good indicator of
Wendel’s financial health and is one of the pillars of Wendel’s
long-term strategy towards its shareholders.
It is specified that in the event of an exceptional distribution, theSupervisory Board reserves the right to assess the impact ofsuch a distribution on the achievement of the performance
condition.

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Employment contract
In accordance with the recommendations of the Afep-Medef Code,the Chairman of the Executive Board does not have an employment
contract.
The other member of the Executive Board, David Darmon, holds a
French law employment contract with the Company that enteredinto force on July 4, 2005. The contract has been suspended since
May 31, 2013, and was last amended on March 4, 2020.
When David Darmon was appointed to the Executive Board, it was
decided, in view of his seniority as an employee of Wendel, tomaintain the suspension of his employment contract rather thanterminate it. This employment contract will remain suspended forthe duration of David Darmon’s term of office.
In the event that David Darmon’s term of office was to end, his
employment contract with the Company would resume. It may beterminated under the conditions of ordinary law, at the initiative ofDavid Darmon or the Company. The termination of theemployment contract will be effective at the end of a notice periodof six months (except in the event of serious misconduct) and maytrigger the entitlement to legal and contractual indemnities for
dismissal. This notice period may be cut short to allow David
Darmon to claim unemployment benefits through GSC (aspecialized provider of unemployment insurance for CEOs).
Benefits of all kinds
The members of the Executive Board are covered byunemployment insurance through GSC (a specialized provider of
unemployment insurance for CEOs).
They also benefit, in the same way as all Wendel employees, fromthe agreements in force at the Company in terms of profit-sharing,savings and retirement plans, it being recalled that they are notentitled to any supplementary pension plans.

Executive Board members can subscribe to capital increases
reserved for members of the Group savings plan under the same
conditions as all Wendel employees, in accordance with theapplicable legal provisions (i.e. a capped company matching
contribution and a discount of no more than 30% of the reference
price on the share subscription price).
In the context of co-investments made in accordance with theapplicable rules for the period 2021-2024 (see note 6-1 to theconsolidated financial statements), the subscription price is thesame for Wendel and other co-investors, Executive Board members
included, and does not take into account carried interest rights.
The Chairman of the Executive Board may be provided with acompany car, the maintenance and insurance costs of which areborne by the Company.
Appointment of a new Executive Board member
In the event of the arrival of a new Executive Board member, theprinciples and criteria defined in this policy will apply to this new
Executive Board member, except in exceptional circumstances. The
Supervisory Board, on the recommendation of the Governance andSustainability Committee, shall determine the fixed and variable
items of the compensation and the objectives of variable
compensation, within that framework and according to the specificsituation of the person concerned. If necessary, any changes to thecompensation policy shall be submitted for approval at the next
Shareholders’ Meeting.
If the new Executive Board member is appointed from outside theCompany, the Supervisory Board, on the recommendation of theGovernance and Sustainability Committee, may decide to pay awelcome bonus to the new Executive Board member ascompensation for any benefits he or she may lose by leaving his or
her prior position.

Departure of an Executive Board member
In the event of the departure of an Executive Board member, several compensation items shall be impacted as follows:

Fixed compensation

Prorated amount paid.

Annual variable compensation

Amount of variable compensation to be paid, which is prorated, assessed after the end of
the fiscal year by the Supervisory Board according to the achievement of the targets set,on the recommendation of the Governance and Sustainability Committee.

Options and performance shares

Options not yet exercisable and performance shares not yet vested are forfeited. However,in certain circumstances, the Supervisory Board may, on the proposal of the Governanceand Sustainability Committee, decide to maintain it, waiving the applicable presence condition,
the exemption being applied on a prorata-temporis basis. In any event,there can be no exemptions from the application of the performance conditions governing
the exercise of the options and/or the vesting of the performance shares.

Termination benefits

The Supervisory Board shall assess the fulfillment of the conditions of applicationand performance conditions set for the payment of termination benefits.

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Compensation of corporate officers

2

Termination benefits

André François-Poncet

David Darmon

In the event of termination of his term of office on the Executive
Board, André François-Poncet would receive a severance
payment equal to 18 months of his monthly average
remuneration determined as follows: sum of (i) his gross monthly
fixed compensation at the time of his removal and (ii) 1/12th ofthe variable compensation actually paid during the last fiscal
year preceding his departure.

In the event of termination of his term of office on the Executive
Board and of his employment position with the Company, David
Darmon would receive, in addition to any legal and contractualindemnities payable in respect of the termination of his French
employment contract, a severance payment equal to 18 monthsof his gross monthly fixed compensation at the time of his
departure.

Payment of the benefits is subject to the fulfilment of both of thefollowing two performance conditions:Payment of the benefits is subject to the fulfilment of both of thefollowing two performance conditions: André-François Poncet must have obtained, for the last two

 David Darmon must have obtained, for the last two fiscal years

fiscal years preceding his departure, more than 70% of his
maximum variable compensation; andpreceding his departure, more than 70% of his maximum
variable compensation; and the amount of the last known ordinary dividend on the date of the amount of the last known ordinary dividend on the date ofdeparture must be higher than or equal to the dividend for theprevious fiscal year.

departure must be higher than or equal to the dividend for theprevious fiscal year.

This indemnity will be due only in the event of forced departure, i.e.
in the following situations:This indemnity will be due only in the event of forced departure, i.e.
in the following situations: departure linked to the dismissal as Chairman and member of departure linked to the dismissal of a member of the Executive

the Executive Board;

Board;

 non-renewal of the term of office as Chairman and member ofthe Executive Board at the request of the Supervisory Board;and resignation as Chairman and member of the Executive Board
within six months following a substantial change
responsibilities or a significant divergence in strategy.

inThis indemnity will not be due in the event of: resignation, except in the aforementioned case; retirement within six months prior to eligibility for a full pension; serious or gross misconduct; and a situation of failure: a situation of failure being defined asserious misconduct (in accordance with the definition of theSocial Law Chamber of the French Supreme Court) unanimously
recognized by the members of the Supervisory Board, it being
specified that if the removal procedure is initiated more than
two months after one of the members of the Board becomesaware of the events motivating the removal, the situation of
failure is not qualified.

 non-renewal of the term of office as member of the Executive
Board at the request of the Supervisory Board; resignation as a member of the Executive Board within six
months following a substantial change in responsibilities or asignificant divergence in strategy; and resignation from office as a member of the Executive Board as aresult of dismissal (with the exception of dismissal for serious or
gross misconduct).
This indemnity will not be due in the event of: resignation, except in the aforementioned cases; retirement within six months prior to eligibility for a full pension; serious or gross misconduct; and a situation of failure, it being specified that a situation of failure
occurs if (i) the level of consolidated net debt of the Wendel
Group is greater than €2.5 billion, and (ii) for two continuous
years, Wendel’s TSR is in the last quartile in terms of relative
performance compared to the CACmid60.

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At the end of David Darmon’s term of office as a member of the
Executive Board, his employment contract would resume its effects
with the Company and might trigger an entitlement to legal andcontractual termination indemnities.
It is specified that the total amount of indemnities paid to David
Darmon, including legal and contractual indemnities related tohis employment contract, may not exceed 18 months of hismonthly average compensation determined as follows: sum of(i) his gross monthly fixed compensation at the time of hisremoval and (ii) 1/12th of the variable compensation actually paid
during the last fiscal year preceding his departure.

The compensation policy for Supervisory Board members is set out
below:

 ordinarycompensation
Chairman):

(for

all

Board

members

except fixed compensation: €25,000, and variable compensation: €3,000 per scheduled meeting; additional compensation for Committee membership (for all
Committee members other than Chair):
 fixed compensation: €10,000, and variable compensation: €1,700 per scheduled meeting;

2.2.1.3 Compensation policy for membersof the Supervisory Board
Since 2017, the maximum overall compensation budget as
approved by the Shareholders’ Meeting for the Supervisory Board
members is €900,000.
In accordance with the recommendations of the Afep-Medef Code,a criterion of variability based on actual attendance at Supervisory
Board meetings and meetings of its committees has been included
since 2019 to calculate the awarding of compensation to
Supervisory Board members.
It is specified that the variable amount of compensation ofSupervisory Board members may be adjusted each year in line with(i) the number of scheduled meetings of the Supervisory Board andof its Committees, within the limit of the overall budget approvedby the Shareholders’ Meeting and (ii) the number of members who
benefit from this compensation. In 2022, 8 meetings of theSupervisory Board, 7 meetings of the Audit, Risks and Compliance
Committee and 7 meetings of the Governance and Sustainability
Committee are scheduled.

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 compensation for chairing a Committee:
 fixed compensation: €25,000, and variable compensation: €3,400 per scheduled meeting; compensation for the Chairman of the Supervisory Board: fixed compensation: €52,000, and variable compensation: €6,000 per scheduled meeting; specific compensation for the Chairman of the Supervisory
Board and for the Lead member of the Supervisory Board:
Since 2018, the annual compensation of the Chairman of theSupervisory Board has amounted to €250,000. This
compensation was set on the basis of a benchmark. It isreviewed every year by the Supervisory Board and theGovernance and Sustainability Committee.
The Lead Member of the Supervisory Board
compensation of €25,000 for his specific duties.

receives

Members of the Supervisory Board do not receive any othercompensation.

:=;:=,?0 :A0=9,9.0
Compensation of corporate officers

2 090=,7 491:=8,?4:9 :9F?30F.:8;09>,?4:9 :1 .:=;:=,?0 :114.0=>
1:= 14>.,7 D0,=F
The information mentioned in Article L. 22-10-9, I of the French
Commercial Code is described below. In accordance with
Article L. 22-10-34, I of the French Commercial Code, thisinformation is submitted for approval to the Shareholders’Meeting of June 16, 2022, pursuant to Resolution No. 11.

2.2.2.1 Application of the 2021
compensation policy
The 2021 compensation policy for the Chairman of the Executive
Board, the member of the Executive Board and the members of theSupervisory Board was approved as follows at the Shareholders’Meeting of June 29, 2021:

 Chairman of the Executive Board, Resolution No. 10 approved

2.2.2.2 Total compensation and benefitsof all kinds
The compensation items of Executive Board and Supervisory
Board members presented below are those paid during or
allocated in the fiscal year 2021 in respect of their term of office.

Summary of compensation, options and performance
shares granted in respect of the 2021 fiscal year
to each executive corporate officer
It should be noted that the compensation policy for 2021 had been
overhauled as part of the new term of the Executive Board and that
it is significantly different from that of 2020 in certain aspects, which
partly explains the variations between the two financial years shownin the tables below.

with 96.79% “for” votes;

 member of the Executive Board, Resolution No. 11 approved
with 96.68% “for” votes; and members of the Supervisory Board, Resolution No. 12 approved
with 99.23% “for” votes.
The total compensation of the aforementioned corporate officers
paid or awarded in respect of fiscal year 2021 fully complies withthe provisions of the compensation policy for 2021. In particular,
the caps stated in the compensation policy and the presence andperformance conditions of options and performance shares havebeen respected, without exception. For more information on theachievement of the performance objectives attached to thepayment of the annual variable compensation, see section 2.2.2.2“Total compensation and benefits of all kinds.”

Relative proportion of fixed and variable compensation
The variable annual compensation allocated to the members of the
Executive Board for fiscal year 2021 corresponds to 115% of
the respective
fixedcompensation
allocatedto
André
François-Poncet and David Darmon.
For André François-Poncet, the value of options and performance
shares granted in 2021 corresponds to 105% of the sum of the
fixed and the maximum variable compensation provided for by the2021 compensation policy.
For David Darmon, the value of options and performance shares
granted in 2021 corresponds to 95% of the sum of the fixed andthe maximum variable compensation provided for by the 2021
compensation policy.

Total compensation contributes to the long-term performance of
the Company by being both balanced and attractive, thereby
making it possible to satisfactorily compensate the corporate
officers who are the most qualified to develop the Company andcreate value for all stakeholders.

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Table 1 under the Afep-Medef Code
2021

2020

2,656,241

2,210,666

André François-Poncet
Chairman of the Executive Board
Total compensation awarded for the year (detailed in table 2)
Number of options granted during the year
Valuation of options granted during the year (detailed in table 4)
Number of performance shares granted during the year

41,034

22,341

779,646

408,840

23,42135,745

Valuation of performance shares granted during the year (detailed in table 6)

1,817,470

1,758,654

TOTAL

5,253,357

4,378,160

1,677,674

1,636,023

24,858

20,625472,302377,438David Darmon
Member of the Executive Board
Total compensation awarded for the year (detailed in table 2)
Number of options granted during the year
Valuation of options granted during the year (detailed in table 4)
Number of performance shares granted during the year

14,188

6,875

Valuation of performance shares granted during the year (detailed in table 6) Total

1,100,989

338,250

TOTAL

3,250,965

2,351,711

The options and performance shares granted in 2021 were valued at €19.0 and €77.6, respectively. The options and performance shares granted in2020 were valued at €18.3 and €49.2, respectively. This valuation corresponds to their “fair value”, calculated at the time they were granted and inaccordance with IFRS. They correspond neither to amounts actually received nor to the real amounts that could be obtained if the presence andperformance conditions enabling their beneficiaries to exercise their rights.

Summary of the compensation of each executive
corporate officer

Variable compensation is paid after the Shareholders’ Meeting in
the year following the year for which it is awarded.

On the recommendation of the Governance and Sustainability
Committee, the Supervisory Board made the following decisions in
2021:

65% of the variable compensation for 2021 was subject to theachievement of financial objectives and 35% was subject to theachievement of non-financial objectives. The Supervisory Board, at
its meeting of March 17, 2022, on the recommendation of theGovernance and Sustainability Committee and after validation of
the figures by the Audit, Risks and Compliance Committee,
determined the level of achievement of the objectives as follows: the fixed compensation of André François-Poncet and David
Darmon was set at €1,150,000 and €770,000 per year
respectively; and Executive Board members’ variable compensation was set at a
maximum of 115% of fixed compensation, with no possibility ofexceeding this limit. As before, such variable compensation was
not guaranteed.

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Compensation of corporate officers

Type of objective

Rate of
Weighting/ achievementcaps
on 100%FINANCIAL OBJECTIVES

2

Comments

Comments for the first two objectives:
The achievement rates were calculated by combining the levels of organic
growth and profitability included in the ambitious budgets set for the main
companies in the portfolio at the beginning of the year, according to ademanding scale: if the achieved result is less than 90% of the budget, the variable portiondue in respect of this objective is zero; if the achieved result is equal to the budget, the variable portion due inrespect of this objective is only 85%; and if the achieved result is higher than the budget, the variable portion due
in respect of this objective is between 85% and 100%, without being
able to exceed this amount regardless of the level of outperformance.

Bureau Veritas performancemeasured equally in terms oforganic growth and adjusted
operating profit

20%

100%

The organic growth and adjusted operating income achieved by Bureau
Veritas in 2021 were compared to the grid of target amounts initiallydetermined in early 2021 for the budget, as indicated in the generalcomment above. This result reflects the very good performance of Bureau
Veritas in 2021 and its resilience to the Covid-19 health crisis.

Performance of 5 unlistedcompanies in the portfolio(IHS, Stahl, Constantia,
Cromology and CPI),
measured equally between
organic growth and EBITDA

25%

100%

In accordance with the applicable methodology, the performance of
Cromology was not taken into account in the calculations due to its
disposal.
The achievement rate of this objective was calculated on a consolidated
basis, based on the performance achieved by each of the companies,
weighted according to the average of the individual values of the four
companies in the revalued net assets at December 31, 2020 and at
December 31, 2021. The 2021 organic growth and EBITDA of IHS, Stahl,Constantia and CPI were compared to the grid of target amounts initiallydetermined in early 2021 for the budget, as indicated in the generalcomment above. It should be noted that the weighting of unlisted portfolio
companies in the net asset value is not disclosed, for reasons ofconfidentiality related to Wendel’s competitive positioning.
Overall, the FY 2021 performances of Stahl, Constantia, CPI and IHS werestrong in terms of organic growth and profitability.

Maintaining Wendel’s Investment
Grade rating

20%

100%

Wendel’s rating remained the same in 2021: BBB stable outlook according
to Standard & Poor’s since January 25, 2019, and Baa2 stable outlook
according to Moody’s since September 5, 2018.

TOTAL FINANCIAL OBJECTIVES 65%

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Type of objective

Rate of
Weighting/ achievementcaps
on 100%NON-FINANCIAL OBJECTIVE
Criteria:

Comments

General comment:
Specific initiatives and actions were set for each criterion when thecompensation policy was determined. The results obtained in this context
are described below.
 The successful disposal of Cromology generated €896 million in net

40%
Criteria related to Wendel inconnection with the execution of
the 2021-2024 strategic plan andthe implementation of other value
creation initiatives, in particular: disposals and liquidity of certain
assets deployment of capital investments via the Wendel Lab optimization of the balance
sheets of the portfolio
companies
 reorganization of theinvestment team growth in dividends

100%

Objectives relating to portfolio
companies:
 for Bureau Veritas, targets
in line with the non-financial
targets attached tothe payment of the variable
compensation of the Chief
Executive Officer of Bureau
Veritas

37.5%

100%

10%

100%

On February 23, 2022, the Board of Directors of Bureau Veritas
acknowledged a 100% achievement of the non-financial objectives
attached to the variable compensation of Didier Michaud-Daniel, Chief
Executive Officer, it being specified that Wendel does not have a majority
in this Board and that André François-Poncet, as a Director, abstained fromany participation in the work relating to the measurement of theseobjectives in order to prevent any conflict of interest.

 various targeted initiatives

27.5%

100%

The initiatives expected for the unlisted companies in the portfolio werecarried out, in particular: the new strategic plan for Constantia Flexibles has been defined andis being implemented;
 the Stahl succession plan was implemented, with the arrival of Maarten
Heijbroek as Chief Executive Officer, following Huub van Beijeren.
A new strategic plan, which includes a new M&A program, has been
defined; CPI’s performance and balance sheet were improved, notably throughthe development of growth opportunities; and the portfolio companies improved their score as part of the assessmentof their level of maturity in terms of cybersecurity.

for the five unlisted portfolio
companies

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cash for Wendel. The IPO of IHS on the New York Stock Exchange wasalso completed.
 Numerous investment opportunities were studied and two acquisitions
were announced: Tarkett (€222 million of Wendel investment) and
ACAMS (around $345 million of Wendel investment).
 €49 million was invested through the Wendel Lab.
 The balance sheets of Wendel and its portfolio companies have been

optimized thanks in particular to the bond issue of May 2021(€300 million maturing in June 2031 with a coupon of 1%), and to therefinancing of certain credit lines of Bureau Veritas and Constantia
Flexibles on more favorable terms.
 The investment team was reorganized and expanded with therecruitment of several additional profiles.
 A dividend of €2.90 was paid to shareholders, up 3.6% compared to theprevious year.

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Compensation of corporate officers

Type of objective

Rate of
Weighting/ achievementcaps
on 100%

Criteria related to the ESG
22.5%
roadmap and compliance
procedures, including: maintaining or improving
Wendel’s extra-financial rating
 finalizing the analysis of climate
risk exposure monitoring key ESG
performance indicators at
portfolio companies' level continuing to make progressin terms of diversity
 monitoring and strengthening
compliance systems

100%

TOTAL NON-FINANCIALOBJECTIVE

35%

100%

TOTAL

100%

100%

2

Comments

The expected initiatives were carried out, in particular: in 2021, Wendel’s score improved in each of the non-financial rating

systems in which it participates. Thus Wendel is still present in the DJSI
index, one of the most recognized and competitive; its score has also
improved significantly in the Sustainalytics and ISS databases; a climate risk analysis was carried out at the level of each controlled
portfolio company, and the main conclusions of these analyses,
as well as the risks and opportunities identified on this occasion, were
presented to the Boards of Directors of these companies in
December 2021;
 all portfolio companies have established an ESG roadmap that takes into
account their strategic priorities as well as the priorities of Wendel’s ESG
strategy. These roadmaps are accompanied by an action plan andquantitative indicators;
 the proportion of women in Wendel’s workforce remained stablecompared to 2020, but there are more women than last year
in the investment team and among managers.

The Supervisory Board did not apply any adjustment clauses to thecompensation policy, which would have enabled the Board to
replace all or part of the non-financial objective’s criteria by its
assessment of quality of Covid-19 crisis management by the
Executive Board.

The Supervisory Board held on March 17, 2022, on the advice of
the Governance and Sustainability Committee, has concluded thatthe achievement rate of 2021 Executive Board members’ objectives
was 100%. As a result, it set the variable compensation of the
Executive Board members for 2021 at 115% of their maximum
variable compensation, i.e. €1,322,500 for André François-Poncet
and €834,297 for David Darmon.

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129

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Compensation of corporate officers

Tables 2 under the Afep-Medef CodeThe amounts “paid during 2021” correspond to the amounts
actually received by each executive corporate officer. The amounts“awarded for 2021” correspond to the compensation allocated tothe executive corporate officers for duties performed during 2021,
regardless of the payment date. These amounts include allcompensation paid by Group companies during the year.

André François-Poncet
2021

2020

Amounts awarded

Amounts paid

Amounts awarded

Amounts paid

1,150,000

1,150,000

1,150,000

1,078,125

97,50097,500126,000

126,000

Variable compensation

1,322,500

912,525

912,525

1,102,965

Other compensation(3)170,524

5,924

134,924

36,317

Total fixed compensation(1)of which compensation from Group companies(2)(4)

Benefits of all kinds
TOTAL

13,217

13,217

13,217

13,2172,656,241

2,081,666

2,210,666

2,230,624(1-2) Fixed compensation: (1) In 2020, the difference between the amount awarded and the amount paid corresponds to the voluntary waiver made by
André François-Poncet, in the context of the Covid-19 crisis, of 25% of his fixed compensation over a period of three months during the year
(this sum has been allocated to Wendel's endowment fund to finance philanthropic causes). Regarding the compensation of Group companies,
in 2021, André François-Poncet received directors' fees from Bureau Veritas and Wendel Luxembourg.
(3) Other compensation: André François-Poncet benefits from the agreements in force at Wendel, including the Group profit sharing and savings
plans, in the same manner as any Wendel employee. In addition, as part of his subscription to the capital increase reserved for members of theGroup savings plan, and in accordance with the applicable legal provisions, he benefited in 2021 from the Company matching contribution of€5,924 and a discount of 30% on the price of the subscribed shares representing a value of €164,600.
(4) Benefits of all kinds: André François-Poncet benefited from unemployment insurance taken out with the GSC (social guarantee for businessleaders), amounting to €13,217 for 2021.

André François-Poncet also receives health, death & disability insurance under the same terms and conditions as Wendel management
employees.

David Darmon
2021

2020

Amounts awarded

Amounts paid

Amounts awarded

Amounts paid

725,476

725,476

600,000

562,500

-

-

-

-

Variable compensation

834,297

476,100

476,100

180,402

Other compensation(2)104,684

5,924

33,663

15,370Benefits of all kinds(3)13,217

13,217526,260

526,260

1,677,674

1,220,717

1,636,023

1,284,532

Total fixed compensation(1)of which compensation from Group companies

TOTAL(1) Fixed compensation: In 2020, the difference between the amount awarded and the amount paid corresponds to the voluntary waiver made byDavid Darmon, in the context of the Covid-19 crisis, of 25% of his fixed compensation over a period of three months during the year (this sum has
been allocated to Wendel's endowment fund to finance philanthropic causes).
(2) Other compensation: David Darmon benefits from the agreements in force at Wendel, including the Group profit sharing and savings plans,in the same manner as any Wendel employee. As part of his subscription to the capital increase reserved for members of the Group savings plan,and in accordance with the applicable legal provisions, he benefited in 2021 from the Company matching contribution of €5,924 and a discount of
30% on the price of the subscribed shares representing a value of €98,760.
(3) Benefits of all kinds: David Darmon benefited from unemployment insurance taken out with the GSC (social guarantee for business leaders),
amounting to €13,217 for 2021.

David Darmon also receives health, death & disability insurance under the same terms and conditions as Wendel management employees.

130  - Universal registration document 2021

:=;:=,?0:A0=9,9.0
Compensation of corporate officers

Subscription-type and purchase-type stock options
granted to executive corporate officers for 2021
or exercised during 2021
1. Options granted in 2021
In 2021, Executive Board members were granted a amount ofsubscription stock options determined by the Supervisory Board,on the recommendation of the Governance and Sustainability
Committee, and within the limits set by shareholders at their
Shareholders’ Meeting. This grant is presented in the table below.
The exercise price for the stock options was based on the averageof the share price in the 20 trading days preceding the grant date,with no discount.
The exercise of these stock options is subject to the following
conditions: a presence condition of 4 years following the grant date of thestock options, it being specified that subject to the achievementof the performance condition described below, 50% of theoptions may be exercised in the event of departure at the end of
a 2-year period, 75% of the options in the event of departure at
the end of a 3-year period and 100% of the options in the eventof departure at the end of a 4-year period. However, in the event2of exceptional circumstances, the Supervisory Board may, on therecommendation of the Governance and Sustainability
Committee, decide to maintain it, waiving the applicable
presence condition, the exemption being applied on a pro
rata-temporis basis; a performance condition, assessed over a period of 4 years
linked to the Company’s ESG strategy: if, at the end of the firstyear, all the companies controlled by Wendel have drawn up an
analysis of their climate risk, the condition is met (for 25% of theallocation); if, at the end of the second year, at least half of thecompanies controlled by Wendel have defined and approved acorrective action plan to address the climate risks identified, thecondition is met (for an additional 25% of the allocation); if, atthe end of the third year, all the companies controlled by
Wendel have defined and approved a corrective action plan toaddress the climate risks identified, the condition is met (for an
additional 25% of the allocation); if, at the end of the fourth year,
all the companies controlled by Wendel have implemented
priority corrective actions as defined in their action plan andhave presented the initial results of these corrective actions, thecondition is met (for an additional 25% of the allocation); and a holding condition of at least 500 shares resulting from theexercise of the options of the 2021 plan.

Table 4 under the Afep-Medef Code – Subscription-type or purchase-type stock options granted for 2021
Option valuationaccording to themethod used forType of option the consolidated(purchase or
ﬁnancial
Plan No. and date
subscription)statements

André François-Poncet

Plan W-14

Numberof options
grantedduringthe year

Exercise
price

ExerciseperiodSubscription€19.0

41,034€110.972025-2031

Subscription€19.0

24,858€110.972025-2031

Date: July 30, 2021
David Darmon

Plan W-14

See above

Date: July 30, 2021
TOTAL

Performance
conditions

See above
65,892 - Universal registration document 2021

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Compensation of corporate officers

Options were valued by an independent expert using a Monte
Carlo mathematical pricing model. The model takes into accountvarious events that might take place while the options are valid,
including various points in time at which the predetermined
requirements for both performance and presence within the
Company are tested. Based on this model, each stock option was
worth €19.0 as of the grant date (July 30, 2021), as indicated in thetable above. This value reflects the particularly restrictive schemethat ensures alignment of the Executive Board’s interests with theCompany’s objectives. On the other hand, this valuation does notreflect the blackout periods or other periods during which
possession of inside information would prevent the beneficiaries
from exercising their options and selling the corresponding shares.
These factors should reduce the value of these options. In any

event, this value is theoretical: the Company has paid no cash
amount to the beneficiaries with regard to these shares.
The value of the stock options granted to André François-Poncet
and David Darmon in 2021 represents respectively 31.5% and28.5% of the sum of fixed and maximum variable compensation asprovided for in the 2021 policy.
A total of 33,649 stock options were granted in 2021 to the 10
non-corporate officer employees who received the highest numberof stock options that year.
2. Options for which the performance conditions were met
in 2021
In 2021, no options became exercisable (see “Start date forexercise of options” in the table 8 below).

3. Options exercised in 2021

Table 5 under the Afep-Medef Code – Subscription-type or purchase-type stock-options exercised in 2021

Plan No. and date

Type of option(purchase or subscription)

Number of options
exercised during the year

Exercise pricePlan W-4

Purchase

17,000€80.91David Darmon

Date: July 7, 2011132  - Universal registration document 2021

2

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Compensation of corporate officers

4. Review of stock options grants

Table 8 under the Afep-Medef Code – Review of stock subscription or purchase option grants
It should be noted that the plans whose options have expired are not presented in the table below.

Plan 5

Date of the Shareholders’Meeting
Plans

Plan 6

Plan 7

Plan 8Plan 9Plan 10

Plan 11

Plan 12

Plan 13

Plan 1406/04/12 05/28/13 06/06/14 06/05/15 06/01/16 05/18/17 05/17/18 05/16/19 07/02/20 06/29/21
W-5

W-6

W-7

W-8

W-9

W-10

W-11

W-12

W-13

W-14

Date of grant

07/05/12 07/01/13 07/08/14 07/15/15 07/07/16 07/07/17 07/06/18 07/08/19 08/05/20 07/30/21

Type of option

Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase

Subscription

Subscription

Initial total number of sharesthat can be subscribed orpurchased

227,270

252,182

231,834

268,314

68,814

235,895

152,744

145,944

270,342

131,795

of which:
Number initially granted
to corporate officers:
André François-Poncet

-

-

-

-

-

-

23,14022,57922,341

41,034Frédéric Lemoine

54,54253,51852,632

51,747050,952----

Bernard Gautier

36,36135,67735,08834,500033,96833,78432,965--David Darmon

-

-

-

-

-

-

-

-

20,62524,858Start date for exercise
of options

07/05/13 07/01/14 07/08/15 07/15/16 07/07/17 07/09/18 07/08/19 07/08/22 08/05/23 07/30/25

Option expiration date

07/05/22 07/01/23 07/08/24 07/15/25 07/06/26 07/06/27 07/05/28 07/08/29 08/02/30 07/29/31

Subscription or purchaseprice per share
Discount
Performance conditions(1)Cumulative numberof shares subscribedor purchased as ofDec. 31, 2021
Cumulative numberof canceled or expired
options
Number of options
remaining to be exercised
at December 31, 2021(2)€54.93€82.90€107.30€112.39€94.38€134.43€120.61€119.72€82.05

0%

0%

0%

0%

0%

0%

0%

0%

0%

0%

for all

for all

for all

for all

for all

for all

for all

for all

for all

for all

0 142,834

22,605

0

4,250

8,500

0

0

5,565 144,279

26,00232,9656,296

0204,970 204,645
500
21,8000 231,834
47,537

16,005

0 109,475

40,644€110.97

91,616 122,492 104,479 264,046 131,795

BALANCE OF REMAININGOPTIONS TO BE
EXERCISED BYCORPORATE OFFICERS(2):André François-Poncet

-

-

-

-

-

-

23,14022,57922,341

41,034David Darmon

-

-

-

-

-

-

-

-

20,62524,858(1) The performance conditions applicable to executive corporate officers are described in the Registration Document for the year during which
options were granted.
(2) Maximum number subject to fulfillment of performance conditions.

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Compensation of corporate officers

Over the last 5 years, employees of Wendel and its foreign offices
have been granted options, regardless of the beneficiaries’ gender,
in the following proportions: 2019: 28% of workforce, including 26% of women, at the grant 2021: 89% of workforce, including 53% of women, at the grant 2018: 33% of workforce, including 35% of women, at the grant

date (options granted only to Executive Board n-1 and top
managers);
date (options granted only to Executive Board n-1 and top
managers); anddate; 2020: 80% of workforce, including 55% of women, at the grantdate; 2017: 84% of workforce, including 51% of women, at the grant
date.

Table describing the performance conditions applicable to options not yet exercisableby corporate officers
Plan 12

Plan 13

Plan 14

André François-Poncet

22,57922,341

41,034David Darmon-

20,62524,85807/08/22

08/05/23

07/30/25

Duration of the condition

3 years

3 years

4 years

Nature of the condition

The ordinary dividend
paid each year from2020 must be greaterthan or equal to theordinary dividend paid
the previous year

The ordinary dividend
paid each year from2021 must be greaterthan or equal to theordinary dividend paid
the previous year

If, at the end of the first year, all the companies
controlled by Wendel have drawn up an analysisof their climate risk, the condition is met (25% of
the allocation); if, at the end of the second year, atleast half of the companies controlled by Wendel
have defined and approved a corrective action
plan to address the climate risks identified, thecondition is met (25% of the allocation); if, at theend of the third year, all the companies controlled
by Wendel have defined and approved acorrective action plan to address the climate risks
identified, the condition is met (25% of theallocation); if, at the end of the fourth year,
all the companies controlled by Wendel have
implemented priority corrective actions as
defined in their action plan and have presented
the initial results of these corrective actions,the condition is met (25% of the allocation).

Achievement of the condition

Precision: the ordinary Precision: the ordinary Achievement: not yet known. The achievement ofdividend paid upon the dividend paid upon the this ESG condition will be verified by the
Shareholders’ Meeting Shareholders’ Meeting independent third party as part of its report onof May 16, 2019, is ofof July 2, 2020, is of
the consolidated extra-financial performance€2.80 per share€2.80 per sharestatement.
Achievement: condition Achievement: condition
satisfied for the first year satisfied for the first year
(dividend paid in(dividend paid in 2021
2020 equal to that paid higher than that paidin 2019) and for thein 2020)
2nd year (dividend paidin 2021 higher than that
paid in 2020)

OPTIONS NOT YET EXERCISABLE
BY CORPORATE OFFICERS:PERFORMANCE CONDITIONSStart date for the exercise of stock
options134  - Universal registration document 2021

:=;:=,?0 :A0=9,9.0
Compensation of corporate officers

Performance shares granted to executive corporate
officers for 2021 or vested in 2021
1. Performance shares granted in 2021
Executive Board members were granted performance shares in
2021 of an amount determined by the Supervisory Board, on therecommendation of the Governance and Sustainability Committee,
and within the limits set by shareholders at their Shareholders'Meeting. This grant is presented in the table below.
The vesting of these performance shares is subject to the following
conditions: presence condition of 4 years following their grant date, it being
specified that, subject to the achievement of the performance
conditions described below, 50% of the performance shares
may be acquired in the event of departure at the end of a 2-year
period, 75% of the performance shares in the event of departureat the end of a 3-year period and 100% of the performance
shares in the event of departure at the end of a 4-year period.
However, in the event of exceptional circumstances, theSupervisory Board may, on the recommendation of theGovernance and Sustainability Committee, decide to maintain it,
waiving the applicable presence condition, the exemption being
applied on a pro rata-temporis basis;2

 three performance conditions, assessed over a 4-year period
and respectively covering 25%, 50% and 25% of the allocation:
 the first condition measures the absolute performance ofWendel’s annualized TSR: if the TSR is greater than or equal to
9% per year, the condition is met at 100%; if the TSR is lessthan 5% per year, the condition is not met; between these twolimits, the acquisition is calculated on a linear basis, the second condition measures the relative performance ofWendel’s TSR compared to that of the CACMid60 index: if
Wendel’s TSR is greater than or equal to the median TSR of
the index plus 3%, condition is 100% met; if Wendel’s TSR isequal to the median of the index’s TSR, the condition is met at50%; between these two limits, the acquisition is calculated
linearly; if Wendel’s TSR is lower than the median of theindex’s TSR, the condition is not met, the third condition is linked to the evolution of the dividend:

the ordinary dividend paid (excluding any exceptional
dividend) each year for 4 years must be greater than or equal
to the dividend paid the previous year; a holding condition of at least 500 shares of the 2021 plan.

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135

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Compensation of corporate officers

Table 6 under the Afep-Medef Code – Performance shares granted for 2021

André François-Poncet

Plan No. and date

Number of
performance
shares granted
during the year

Performance sharevaluation according
to the method used
for the consolidated
financial statements

Vesting date

Availability
datePlan 13-1

23,421€77.6

07/30/2025

07/30/2025

Date: 07/30/2021
David Darmon

Plan 13-1

See above
14,188€77.6

07/30/2025

07/30/2025

Date: 07/30/2021
TOTAL

See above
37,609Performance shares were valued by an independent expert using aMonte Carlo mathematical pricing model. The model takes into
account various events that might take place while the performance
shares are valid, including various points in time at which thepredetermined requirements for both performance and presence
within the Company are tested. Based on this model, eachperformance share was worth €77.6 as of the grant date (July 30,2021), as indicated in the table above. This value reflects theparticularly restrictive scheme that ensures alignment of the
Executive Board’s interests with the Company’s objectives. In any
event, this value is theoretical: the Company has paid no cash
amount to the beneficiaries with regard to these shares.
The value of the performance shares awarded to André
François-Poncet and David Darmon in 2021 represents respectively
73.5% and 66.5% of the sum of fixed and maximum variable
compensation as provided for by the 2021 policy.
The 10 non-corporate officer employees who were granted thelargest number of performance shares were granted in 2021, were
granted a total of 40,461 shares (it being specified that in 2021,
there were two separate allocation plans, and the number of
40,461 corresponds to the cumulative total of shares allocatedunder both plans).

136  - Universal registration document 2021

Performance
conditions

2. Performance shares for which the performance conditions
were met in 2021
Performance shares granted on May 17, 2018:
The vesting of shares was subject to the absolute and relative
performance of Wendel’s TSR over 3 years. As of May 17, 2021,
none of the thresholds had been reached, so the performance
conditions were not met and all performance shares granted on
May 17, 2018 were forfeited.

:=;:=,?0:A0=9,9.0
Compensation of corporate officers

2

3. Performance shares that became available in 2021

Table 7 under the Afep-Medef Code – Performance shares that became available in 2021
No performance shares became available in 2021. Accordingly, Table 7 of the Afep-Medef Code is not applicable.

4. Review of performance share grants

Table 9 under the Afep-Medef Code – Review of performance share grants to date
It should be noted that old plans for which there are no remaining shares to be vested, are not presented in the table below.

Situation as of 12/31/2021

Plan 10-1

Date of Shareholders’ Meeting

05/17/18

No. of authorized shares as % of capital
Share grants as % of capital

0.5%
0.283%

Plan 11-1

Plan 11-2

05/16/19

Plan 12-2

07/02/20

0.5%0.203%

Plan 12-1

0.189%

07/08/19

Plan 13-2

06/29/21

0.5%
0.138%

Plan 13-1

1%0.123%

0.163%

08/05/20

0.104%

Grant date

07/06/18

07/30/21

Number of performance shares
granted130,860

91,83362,48084,34155,03673,021

46,41137,02336,126035,745023,421

0

-

-

-

-

-

-

-

11,107

10,837

0

-

-

-

-

-

-

6,875

0

14,1880of which, shares granted to corporate
officers:
André François-Poncet
Frédéric Lemoine
Bernard GautierDavid Darmon-

Shares to be issued/existing shares

existing

existing

existing

existing

Vesting date

07/06/21

07/08/22

07/10/23

08/05/23

08/05/24

07/30/25

End of holding period

07/06/21

07/08/22

07/10/23

08/05/23

08/05/24

07/30/25(1)

Performance conditions

yes

yes

yes

yes

yes

Share value at grant date

€120.61€119.72€119.72€82.05€82.05€110.97

Share value at vesting date

-

-

-

-

-

-

-

Number of shares vested

0

0

0

0

0

0

0

Cumulative number of canceledor expired shares
Number of shares not yet vested(2)yes€110.97

130,860

15,301

6,232

1,098

6,753

0

0

0

76,532

56,24883,24348,28373,021

46,41137,02336,126035,745-23,421

-

-

-

-

6,875

-

14,188-

Remaining shares to be vestedby the corporate officers(2):André François-Poncet
David Darmon(1) The performance conditions applicable to corporate officers are described in the Reference Document or Universal Registration Document for theyear in which performance shares were granted.
(2) Maximum number subject to fulfillment of performance conditions.

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Compensation of corporate officers

Over the last 5 years, employees of Wendel and its foreign offices
have been granted free shares, regardless of the beneficiaries’
gender, in the following proportions: 2021: 89% of workforce, including 53% of women, at the grantdate; 2019: 88% of workforce, including 51% of women, at the grantdate; 2018: 85% of workforce, including 53% of women, at the grant
date; and

 2017: 84% of workforce, including 51% of women, at the grant 2020: 80% of workforce, including 55% of women, at the grant

date.

date;

Table describing the performance conditions applicable to performance shares
not yet vested by corporate officers
Plan 11-1

Plan 12-1

Plan 13-1

SHARES NOT YET VESTEDBY CORPORATE OFFICERS:
André François-Poncet

36,12635,74523,421David Darmon

-

6,875

14,188

Share vesting date

07/08/22

08/05/23

07/30/25

Duration of the condition

3 years

3 years

4 years

Nature of the condition

Each of the following conditions applies
The following three conditions apply
to one-third of the total number of shares
respectively to 25%, 50% and 25% of the total
granted under each plan:number of shares granted under the plan:
1. Absolute performance of Wendel’s
1. Absolute performance of Wendel’sannualized TSR; if the performance isannualized TSR: if the TSR is greater thanover 9%, the condition is 100% met;or equal to 9% per year, the condition is
if this TSR is less than 5%, the condition
met at 100%; if the TSR is less than 5%
is not met. Between these two limits,
per year, the condition is not met;
the performance condition is evaluatedbetween these two limits, the acquisition
on a linear basis.
is calculated on a linear basis;
2. Relative performance of Wendel’s
2. Relative performance of Wendel’s TSR
cumulative TSR (non-annualized) overcompared to that of the CACMid60
three years compared to that of theindex: if Wendel’s TSR is greater than or
SBF 120; if Wendel’s TSR is 900 basis
equal to the median TSR of the index plus
point higher than the SBF 120 TSR,
3%, condition is 100% met; if Wendel’s
the condition is 100% satisfied; if
TSR is equal to the median of the index’s
Wendel’s TSR is equal to the SBF 120
TSR, the condition is met at 50%;
TSR, the performance condition is
between these two limits, the acquisition
satisfied at 60%; if Wendel’s TSR is 300
is calculated linearly; if Wendel’s TSR is
basis point lower than that of thelower than the median of the index’s TSR,
SBF 120, the condition is not met;
the condition is not met;
between these limits, the allocation is
3. Dividend growth: the ordinary dividend
linear.
paid (excluding any exceptional
3. Relative performance of Wendel’s TSR
dividends) each year for 4 years must bewith the TSR of a basket of comparable
greater than or equal to the dividend
listed investment and holding companies.
paid the previous year.
If Wendel’s TSR is in the top decile, thenthe performance condition is fully met;
if Wendel’s TSR is equal to the upper limitof the lowest decile, then theperformance condition is 20% met;
if Wendel’s TSR is in the lowest decile,then the performance condition is notmet; between these limits, the allocation
is linear.

Achievement of the condition

Not yet known.

PERFORMANCE CONDITIONS

138  - Universal registration document 2021

Not yet known.

:=;:=,?0 :A0=9,9.0
Compensation of corporate officers

2

Multi-year variable compensation

Table 10 under the Afep-Medef Code – Summary table of the multi-year variable compensationof each executive corporate officer
Corporate officers do not receive any multi-year variable compensation. Accordingly, Table 10 under the Afep-Medef Code is notapplicable.

Executive corporate officers’ situation with respect to Afep-Medef recommendations
The situation of executive corporate officers complies in every respect with Afep-Medef recommendations.

Table 11 under the Afep-Medef Code

Executive corporate officers

Employment contract

Supplementary
pension plan

Yes

Yes

No
X

André François-Poncet
Chairman of the Executive Board(January 1, 2018 – April 6, 2025)
David Darmon
X
Member of the Executive Board(September 9, 2019 – April 6, 2025)

Payments or benefits
due or likely to be due
upon departure ora change in responsibility

Non-compete clausepayments

Yes

No

Yes

X

X

No

X

No

X

X

X

 compensation for chairing a committee:

Employment contract
For David Darmon’s employment contract, see section 2.2.1.2“Compensation policy for Executive Board members.”

 fixed compensation: €25,000, and variable compensation: €3,400 per scheduled meeting;Termination benefits
See sections 2.2.1.2 “Compensation policy for Executive Board
members” and 2.2.2.4 “Termination benefits.”

 annual compensation of €250,000 for the Chairman of theSince 2017, the annual amount of compensation paid toSupervisory Board members is capped at €900,000. Since 2019,
this compensation includes a variable portion based on
attendance. For 2021, the amount of compensation was as follows:compensation
Chairman):

(for

all

Board

members

except fixed ordinary compensation: €25,000, and variable fixed compensation: €52,000, and variable compensation: €6,000 per scheduled meeting;Compensation received by the membersof the Supervisory Board ordinary

 compensation for the Chairman of the Supervisory Board:

ordinary compensation: €3,000 per scheduledSupervisory Board and annual compensation of €25,000 for the
Lead Member of the Supervisory Board for his specific mission.
Members of the Board may be reimbursed for their travel
expenses. The expense reimbursement policy for Supervisory
Board members was approved by the Supervisory Board, on therecommendation of the Governance and Sustainability Committee.
The compensation received by the non-executive corporate officers
in relation to their positions at Wendel and all companies in theGroup are presented in the following table.

meeting; additional compensation for committee membership (for allcommittee members other than Chair):
 fixed compensation for committee membership: €10,000, and variable compensation for committee membership: €1,700

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Compensation of corporate officers

Table 3 under the Afep-Medef CodeThe amounts awarded correspond to the amounts paid, as there is no lag between the granting and payment of compensation to
Supervisory Board members.
Non-executive corporate officers

Amounts paid in 2021

Amounts paid in 2020

Compensation for term of office

100,000

93,750(1)Compensation as Chairman of the Supervisory Board

250,000

250,000

Compensation for Wendel-Participations term of office

10,00010,000360,000

353,750

66,20066,363Compensation for term of office

69,20066,363Compensation for Wendel-Participations term of office

10,00010,00079,20076,363Compensation for term of office

34,60064,875Compensation for Wendel-Participations term of office

5,000

10,00039,60074,87532,90064,875--Compensation for term of office

32,900-Compensation for Wendel-Participations term of office

10,000-42,900-Compensation for term of office

69,20064,875Compensation for Wendel-Participations term of office

10,00010,000Compensation as Chairwoman and CEO of Wendel-Participations

30,00030,000109,200

104,875

NICOLAS VER HULST – CHAIRMAN

Total
FRANCA BERTAGNIN BENETTON
Compensation for term of officeBÉNÉDICTE COSTE

Total
ÉDOUARD DE L’ESPÉE (UNTIL JUNE 29, 2021)

Total
NICHOLAS FERGUSON (UNTIL JUNE 29, 2021)
Compensation for term of office
HARPER MATES(2)Compensation for term of officeFRANÇOIS DE MITRY

Total
PRISCILLA DE MOUSTIER

Total
GERVAIS PELLISSIER
Compensation for term of office

70,90062,038Compensation of lead independent member of the Supervisory Board

25,00025,00095,90087,038118,000

110,413116,300

107,438--

Compensation for term of office

67,90034,600Compensation for Wendel-Participations term of office

10,00010,00077,90044,600Total
GUYLAINE SAUCIER
Compensation for term of office
JACQUELINE TAMMENOMS BAKKER
Compensation for term of office
SOPHIE TOMASI PARISE (2)Compensation for term of office
THOMAS DE VILLENEUVE

Total

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Compensation of corporate officers

Non-executive corporate officers

2

Amounts paid in 2021

Amounts paid in 2020

Compensation for term of office-30,275Compensation for Wendel-Participations term of office

-

5,000

-

35,275Compensation for term of office

70,90066,363Compensation for Wendel-Participations term of office

10,00010,00080,90076,363TOTAL

1,219,000

1,202,228

Of which total compensation paid by Wendel

1,124,000

1,107,228FRANÇOIS DE WENDEL (UNTIL JULY 2, 2020)

Total
HUMBERT DE WENDEL

Total(1) In 2020, in the context of the Covid-19 crisis, Nicolas ver Hulst waived 25% of his fixed and variable compensation over a three-month period.
This sum has been allocated to Wendel's endowment fund to finance philanthropic causes.
(2) As employee representatives, Harper Mates and Sophie Tomasi Parise do not receive compensation for their duties as members of the Supervisory
Board and the table above does not include the compensation paid to them by the Company as part of their employment contract.

2.2.2.3 Clawback clause
Neither the compensation policy for the members of the Executive
Board nor the policy for the members of the Supervisory Board
provided for the possibility of requesting the return of variable
compensation (clawback clauses).

2.2.2.4 Termination benefits
The terms of the termination benefits that may be paid to André
François-Poncet and David Darmon are described in section 2.2.1.2“Compensation policy for Executive Board members.”

2.2.2.5 Compensation paid or awarded
by a company in the scopeof consolidation
The compensation paid or granted by the companies included in
the scope of consolidation is presented in the following tables: for Executive Board members: Tables 1 and 2 under the
Afep-Medef Code; and for Supervisory Board members: Table 3 under the Afep-Medef
Code.
This is solely about compensation granted or paid for corporate
offices held in companies included in the Company’s scope of
consolidation.

2.2.2.6 Table for monitoring changes
in Wendel’s compensation ratios
and performance
In accordance with Article L. 22-10-9 I, paragraphs 6 and 7 of theFrench Commercial Code, the following are presented for the
Chairman of the Executive Board, the member of the Executive
Board and the Chairman of the Supervisory Board: the ratios between the level of compensation of each of these
corporate officers and, on the one hand, the compensation
average on a Full-time equivalent basis for the Company’s
employees (excluding such corporate officers), and on the other
hand, the median compensation on a Full-time equivalent basis
for Company’s employees (excluding such corporate officers);and the annual evolution in the compensation of each of these
corporate officers, the average compensation on a Full-time
equivalent basis for the Company’s employees (excluding suchcorporate officers) above-mentioned ratios, and the Company’s
performance over the last five fiscal years.
The amounts indicated were calculated in accordance with themethodology set out below. For this purpose, the Company
referred to the guidelines published by Afep as updated in
February 2021. In particular, the monitoring table is in line with theone proposed by Afep.

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Compensation of corporate officers

Methodology
Numerator (corporate officers) and denominator (employees)

Description

Compensation and benefitsof all kinds paid or granted in 2021

 Fixed compensation paid in 2021
 Variable compensation paid in 2021 for 2020
 Exceptional compensation paid in 2021
 Stock subscription or purchase options granted in 2021(1) Performance shares granted in 2021(1) Employee savings (profit-sharing, PEG and PERECOL

contributions) paid in 2021

 Benefits of all kinds paid in 2021
 For the Chairman of the Supervisory Board (numerator):

fixed and variable compensation for its Wendel term of office(1) The valuation of the options and performance shares was established by an independent expert, at the date of their grant, and is based on aMonte Carlo valuation model.

In accordance with Afep guidelines, non-recurring compensation
items were excluded from calculations to avoid distortion of thecomparability of ratios. The following items are excluded:
termination benefits, non-compete payments and supplementary
pension plans.
The scope taken into account for employees is 100% of theWendel SE workforce in France, subject to the methods detailed
below. This approach was favored given the nature of Wendel’sinvestment company, which acquires, holds and resells operating
subsidiaries with diversified and unrelated activities, but does notconstitute a centralized industrial or services Group.
Any employee who joined or left during the year was excluded
from the calculations, except in the event of a seamless
replacement, where the compensation of the departing employee
and the replacement for their respective period of work was taken
into account and counted as one position (and not two employees).

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For the Chairman of the Executive Board, the member of the
Executive Board and the Chairman of the Supervisory Board: in the event of termination of office during the year, the ratio
was calculated by taking into account the cumulativecompensation paid to the departing and incoming corporate
officers, pro rata the respective length of their terms of office(ratio expressed according to position and not individually); for the Chairman and the member of the Executive Board, theamount of compensation indicated below corresponds to thesum of (i) the total “amounts paid” for the last fiscal year
presented in Table 2 under the Afep-Medef Code (net of
non-recurring items, and (ii) the valuation of the options andperformance shares indicated in Table 1 under the Afep-Medef
Code; and for the Chairman of the Supervisory Board, the amount ofcompensation indicated below corresponds to the sum of thecompensation paid by Wendel, indicated in Table 3 under the
Afep-Medef Code.

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Compensation of corporate officers

2

Table for monitoring changes in Wendel’s compensation ratios and performance
2017

2018

2019

2020

2021

Average compensation of employees(excluding corporate officers)

250,664

245,083

290,463

321,984

307,655

Change/n-1+21.7%-2.2%+18.5%+10.9%-4.5%

Median compensation of employees(excluding corporate officers)

126,800

121,938

145,150

131,070

124,795

Change/n-1+19.8%-3.8%+19.0%

-9.7%

-4.8%

4,645,427

4,731,811

5,597,164

4,398,118

4,678,781+16.3%+1.9%+18.3%-21.4%+6.4%

Compared to average employee compensation

18.53

19.31

19.27

13.66

15.21

Change/n-1

-4.5%

+4.2%

-0.2%

-29.1%+11.3%

Compared to median employee compensation

36.64

38.80

38.56

33.56

37.49

Change/n-1

-2.9%

+5.9%

-0.6%

-13.0%+11.7%

3,091,245

2,893,506

3,337,411

1,487,176

2,794,008+16.1%-6.4%+15.3%-55.4%+87.9%

Compared to average employee compensation

12.33

11.81

11.49

4.62

9.08

Change/n-1

-4.6%

-4.2%

-2.7%

-59.8%+96.5%

Compared to median employee compensation

24.38

23.73

22.99

11.35

22.39

Change/n-1

-3.1%

-2.7%

-3.1%

-50.6%+97.3%

147,000

274,998

350,000

343,750

360,000+5.0%+87.1%+23.7%

-1.8%

+4.7%

0.59

1.12

1.20

1.07

1.17

-13.2%+89.8%+7.1%-10.8%+9.3%

COMPENSATION AND RATIOS

Chairman of the Executive Board (A)Compensation of the Chairman of the Executive Board
Change/n-1

Member of the Executive Board (B)Compensation of the Executive Board member
Change/n-1

Chairman of the Supervisory Board (C)Compensation as Chairman of the Supervisory Board
Change/n-1
Compared to average employee compensation
Change/n-1
Compared to median employee compensation
Change/n-1

1.16

2.26

2.41

2.62

2.88

-12.1%+94.8%

+6.6%

+8.7%

+9.9%

PERFORMANCENAV per share as of December 31 (D)Change/n-1

176.4

147.4

166.3

159.1

188.1

+14.6%-16.4%+12.8%-4.3%+18.2%(A) Chairman of the Executive Board during the period: Frédéric Lemoine (April 2009 – Dec. 2017), André François-Poncet (since Jan. 2018).
(B) Member of the Executive Board during the period: Bernard Gautier (May 2005 – Sept. 2019), David Darmon (since Sept. 2019).
(C) Chairman of the Supervisory Board during the period: François de Wendel (March 2013-May 2018), Nicolas ver Hulst (since May 2018).
(D) Change in scope: NAV at December 31 is based on the following investments:
 December 31, 2017: Bureau Veritas, Saint-Gobain, Cromology, Stahl, IHS, Constantia Flexibles, Allied Universal, Tsebo, Nippon Oil Pump,
PlaYce, Saham, Mecatherm, Exceet, CSP Technologies;
 December 31, 2018: Bureau Veritas, Saint-Gobain, Cromology, Stahl, IHS, Constantia Flexibles, Allied Universal, Tsebo, Nippon Oil Pump; December 31, 2019: Bureau Veritas, Cromology, Stahl, IHS, Constantia Flexibles, Allied Universal, Tsebo;
 December 31, 2020: Bureau Veritas, Cromology, Stahl, IHS, Constantia Flexibles, CPI;
 December 31, 2021: Bureau Veritas, Cromology, Stahl, IHS, Constantia Flexibles, CPI, Tarkett, indirect investments and debts.

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Compensation of corporate officers =0,6/:B9 :1 .:8;09>,?4:9 ;,4/F49:= ,B,=/0/ 1:=?: C0.@?4A0 :,=/ 808-0=> ,9/F?: ?30F3,4=8,9:1F?30F%@;0=A4>:=D :,=/ >@-84??0/F?: , >3,=03:7/0=> A:?0
In accordance with Article L. 22-10-34, II of the French Commercial
Code, the following elements of the compensation paid or granted,
if applicable, to Executive Board members and to the Chairman of
the Supervisory Board for 2021 must be submitted to a vote ofshareholders: welcome bonuses and termination benefits;

 fixed compensation;

It is proposed that the Shareholders’ Meeting of June 16, 2022,
vote on the elements of compensation paid in 2021 or awardedfor 2021 to André François-Poncet, David Darmon and Nicolasver Hulst in respect of their terms of office. This will be covered
in Resolutions No. 12, 13 and 14 of the Shareholders’ Meeting(see section 9.5 “Draft resolutions”).

 variable compensation for the year, including any multi-year
variable portion, together with the objectives contributing to thedetermination of that variable compensation;

 exceptional compensation;
 stock options, performance shares, and any other form of
long-term compensation;

144  - Universal registration document 2021

 supplementary pension plans; and any other benefits.

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Compensation of corporate officers

2

Breakdown of compensation paid in 2021 or awarded for 2021 to André François-Poncet,
Chairman of the Executive Board, to be submitted to a shareholders' vote
Resolution No. 12
Form ofcompensation

Amounts

Comments

Gross fixedcompensation€1,150,000(awarded/paid)

Fixed compensation awarded for 2021:
The fixed compensation was approved by the Supervisory Board on November 16, 2017,
amounting to €1,150,000, and has remained unchanged since that date. A small portion(€97,500) is paid in part in the form of compensation for corporate offices held in companies
included in the Company’s scope of consolidation.

Gross annual
variablecompensation€1,322,500(awarded)

Annual variable compensation awarded for 2021:
If all the financial (65%) and non-financial (35%) objectives were achieved, the variable
compensation could have amounted up to 115% of the fixed compensation. The financial
objectives were as follows: performance of Bureau Veritas, performance of unlistedcompanies in the portfolio, maintaining of Wendel's Investment Grade rating.
The non-financial objective was based on different criteria:
 criteria for Wendel related to the execution of the 2021-2024 strategic plan and theimplementation of other value-creating initiatives (notably: disposals and liquidity ofcertain assets, deployment of capital, investments via the Wendel Lab, optimization of thebalance sheets of the portfolio companies, reorganization of the investment team,
dividend growth); criteria related to portfolio companies (for Bureau Veritas, objectives related to thenon-financial criteria for the payment of the variable compensation of Bureau Veritas'
Chief Executive Officer; for the unlisted portfolio companies, various targeted actions);and criteria related to the ESG roadmap and compliance (in particular: maintaining or
improving Wendel’s non-financial rating, finalizing the analysis of climate risk exposure,monitoring ESG key performance indicators, continuing progress in terms of diversity,
monitoring and strengthening compliance systems).
For detailed information on the achievement of these various objectives, see section 2.2.2.2“Total compensation and any other benefits,” paragraph “Summary of each executive
corporate officer’s compensation” of the 2021 Universal Registration Document.
On March 17, 2022, upon the recommendation of the Governance and Sustainability
Committee, the Supervisory Board set André François-Poncet’s variable compensation at
100% of his maximum variable compensation, i.e. €1,322,500. The amount of variable
compensation thus determined represents 115% of the gross fixed compensation awardedfor 2021.
The payment of André François-Poncet’s variable compensation is subject to the approval of
the Shareholders’ Meeting of June 16, 2022 (Resolution No. 12).

€912,525(paid)

Annual variable compensation paid in 2021:
The gross annual variable compensation granted for 2020 was paid in 2021 following theapproval of the Shareholders’ Meeting of July 29, 2021 (resolution No. 14), based on anachievement rate of the objectives set at 69.0% of André François-Poncet's maximum
variable compensation by the Supervisory Board of March 17, 2021.

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Compensation of corporate officers

Form ofcompensation

Amounts

Comments

Performance shares

23,421 performance
shares valued
at their grant dateat €1,817,470*

In accordance with the authorization of the Shareholders’ Meeting of June 29, 2021,
performance shares were granted to members of the Executive Board. The definitive
acquisition of these shares is subject to three performance conditions, assessed over a
period of 4 years and covering respectively 25%, 50% and 25% of the allocation:
 the first condition measures the absolute performance of Wendel’s annualized TSR:
if the TSR is greater than or equal to 9% per year, the condition is met at 100%; if the TSR
is less than 5% per year, the condition is not met; between these two limits, the acquisitionis calculated on a linear basis; the second condition measures the relative performance of Wendel’s TSR compared tothat of the CACMid60 index: if Wendel’s TSR is greater than or equal to the median TSRof the index plus 3%, condition is 100% met; if Wendel’s TSR is equal to the median of theindex’s TSR, the condition is met at 50%; between these two limits, the acquisition is
calculated linearly; if Wendel’s TSR is lower than the median of the index’s TSR, thecondition is not met; the third condition is linked to the evolution of the dividend: the ordinary dividend paid
(excluding any exceptional dividend) each year for 4 years must be greater than or equal
to the dividend paid the previous year.
*The performance shares were valued by an independent expert at €77.6 (unit value) on
their grant date, it being specified that this is a theoretical valuation that may be different
from the amounts that will (or not) be actually received depending on the achievement (ornot) of the conditions attached to these performance shares.

Stock options(subscription
and/or purchase)

41,034 subscription
stock options valued
at their grant dateat €779,646*

In accordance with the authorization of the Shareholders’ Meeting of June 29, 2021,
subscription stock options were granted to members of the Executive Board. The
exercisability of these options is subject to a performance condition, assessed over a periodof 4 years, linked to the Company’s ESG strategy: if, at the end of the first year, all thecompanies controlled by Wendel have drawn up an analysis of their climate risk,
the condition is met (for 25% of the allocation); if, at the end of the second year, at least halfof the companies controlled by Wendel have defined and approved a corrective action plan
to address the climate risks identified, the condition is met (for an additional 25% of theallocation); if, at the end of the third year, all the companies controlled by Wendel havedefined and approved a corrective action plan to adress the climate risks identified,the condition is met (for an additional 25% of the allocation); if, at the end of the fourth year,
all the companies controlled by Wendel have implemented priority corrective actions as
defined in their action plan and have presented the initial results of these corrective actions,the condition is met (for an additional 25% of the allocation).
*The stock options were valued by an independent expert at €19.0 (unit value) on their grantdate, it being specified that this is a theoretical valuation that may be different fromthe amounts that will (or not) be actually received depending on the achievement (or not)of the conditions attached to these performance shares.

Other compensation€170,524(awarded)

Other compensation awarded for 2021:
As part of his subscription to the capital increase reserved for members of the Groupsavings plan, and in accordance with the applicable legal provisions, André François-Poncet
benefited from the matching contribution of €5,924 (already paid, see below) and a 30%
discount on the price of the subscribed shares, representing €164,600.

€5,924(paid)

Other compensation paid for 2021:
This amount corresponds to the matching contribution in connection with the capitalincrease reserved for members of the Group savings plan.

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Compensation of corporate officers

Form ofcompensation

Amounts

Comments

Benefits of all kinds€13,217(awarded/paid)

André François-Poncet benefited from unemployment insurance taken out with the GSC(social guarantee for Company managers), the amount for the 2021 fiscal year being€13,217.

Termination benefits

None owed
or paid2

The 2021 compensation policy included the following commitments:
 compensation equal to 18 months of André François-Poncet's average monthly

compensation determined as follows: the sum of (i) his average monthly fixedcompensation at the time of departure, and (ii) 1/12th of his variable compensation
actually paid for the last fiscal year preceding the departure; subject to two performance conditions: André François-Poncet must have received, forthe last two fiscal years preceding his departure, variable compensation equal to at least
70% of his maximum variable compensation; and the amount of the last known ordinary
dividend at the date of departure must be greater than or equal to the dividend forthe previous year.

André François-Poncet did not receive any of the following benefits: multi-year variable compensation, exceptional compensation,a non-compete clause payment, or a supplementary pension plan. André François-Poncet did not use the company car that could havebeen made available to him.

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Compensation of corporate officers

Breakdown of compensation paid in 2021 or awarded for 2021 to David Darmon, member of the Executive Board,
submitted to a shareholders' vote
Resolution No. 13
Form ofcompensation

Amounts

Comments

Gross fixedcompensation€725,476(awarded/paid)

Fixed compensation awarded for 2021:
The fixed compensation was approved by the Supervisory Board on March 17, 2021,
amounting to €770,000, effective from April 1, 2021. For the period from January 1 toMarch 31, 2021, a prorata temporis was applied on the basis of the previously applicable
fixed annual compensation.

Gross annual
variablecompensation€834,297(awarded)

Annual variable compensation awarded for 2021:
If all the financial (65%) and non-financial (35%) objectives were achieved, the variable
compensation could have amounted up to 115% of the fixed compensation.
The financial objectives were: performance of Bureau Veritas, development of unlistedcompanies in the portfolio and maintaining Wendel’s Investment Grade rating.
The non-financial objective was based on different criteria:
 criteria for Wendel related to the execution of the 2021-2024 strategic plan and theimplementation of other value-creating initiatives (notably: disposals and liquidityof certain assets, deployment of capital, investments via the Wendel Lab, optimizationof the balance sheets of the portfolio companies, reorganization of the investment team,
dividend growth); criteria related to portfolio companies (for Bureau Veritas, objectives related to thenon-financial criteria for the payment of the variable compensation of Bureau Veritas'
Chief Executive Officer; for the unlisted portfolio companies, various targeted actions);and criteria related to the ESG roadmap and compliance (in particular: maintaining or
improving Wendel’s non-financial rating, finalizing the analysis of climate risk exposure,monitoring ESG key performance indicators, continuing progress in terms of diversity,
monitoring and strengthening compliance systems).
For detailed information on the achievement of these various objectives, see section 2.2.2.2“Total compensation and any other benefits,” paragraph “Summary of each executive
corporate officer’s compensation” of the 2021 Universal Registration Document.
On March 17, 2022, upon the recommendation of the Governance and Sustainability
Committee, the Supervisory Board set David Darmon’s variable compensation at 100% of
his maximum variable compensation, i.e. €834,297. The amount of variable compensation
thus determined represents 115% of the gross fixed compensation awarded for 2021.
The payment of David Darmon’s variable compensation is subject to the approvalof the Shareholders’ Meeting of July 16, 2022 (Resolution No. 13).

€476,100(paid)

Annual variable compensation paid in 2021:
The gross annual variable compensation granted for 2020 was paid in 2021 following
the approval of the Shareholders’ Meeting of July 29, 2021 (resolution No. 15), based onan achievement rate of the objectives set at 69.0% of his maximum variable compensationby the Supervisory Board of March 17, 2021.

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Compensation of corporate officers

Form ofcompensation

2

Amounts

Comments

Performance
shares

14,188 performance
shares valued
at their grant dateat €1,100,989*

In accordance with the authorization of the Shareholders’ Meeting of June 29, 2021,
performance shares were granted to members of the Executive Board. The definitive
acquisition of these shares is subject to performance conditions, assessed over a period of
4 years and covering respectively 25%, 50% and 25% of the allocation:
 the first condition measures the absolute performance of Wendel’s annualized TSR: if the
TSR is greater than or equal to 9% per year, the condition is met at 100%; if the TSR is lessthan 5% per year, the condition is not met; between these two limits, the acquisition is
calculated on a linear basis; the second condition measures the relative performance of Wendel’s TSR compared tothat of the CACMid60 index: if Wendel’s TSR is greater than or equal to the median TSR of
the index plus 3%, condition is 100% met; if Wendel’s TSR is equal to the median of theindex’s TSR, the condition is met at 50%; between these two limits, the acquisition is
calculated linearly; if Wendel’s TSR is lower than the median of the index’s TSR, thecondition is not met; the third condition is linked to the evolution of the dividend: the ordinary dividend paid
(excluding any exceptional dividend) each year for 4 years must be greater than or equal
to the dividend paid the previous year.
*The performance shares were valued by an independent expert at €77.6 (unit value) on
their grant date, it being specified that this is a theoretical valuation that may be different
from the amounts that will (or not) be actually received depending on the achievement (ornot) of the conditions attached to these performance shares.

Stock options(subscription
and/or purchase)

24,858 subscription
stock options valued
at their grant dateat €472,302*

In accordance with the authorization of the Shareholders’ Meeting of June 29, 2021,
subscription stock options were granted to members of the Executive Board.
The exercisability of these options is subject to a performance condition, assessed over a
period of 4 years, linked to the Company’s ESG strategy: if, at the end of the first year, all thecompanies controlled by Wendel have drawn up an analysis of their climate risk,
the condition is met (for 25% of the allocation); if, at the end of the second year, at least halfof the companies controlled by Wendel have defined and approved a corrective action plan
to address the climate risks identified, the condition is met (for an additional 25% of theallocation); if, at the end of the third year, all the companies controlled by Wendel havedefined and approved a corrective action plan to address the climate risks identified, thecondition is met (for an additional 25% of the allocation); if, at the end of the fourth year, all
the companies controlled by Wendel have implemented priority corrective actions as
defined in their action plan and have presented the initial results of these corrective actions,the condition is met (for an additional 25% of the allocation).
*The stock options were valued by an independent expert at €19.0 (unit value) on their grantdate, it being specified that this is a theoretical valuation that may be different from theamounts that will (or not) be actually received depending on the achievement (or not)of the conditions attached to these performance shares.

Other
compensation€104,684(awarded)

Other compensation awarded for 2021:
As part of his subscription to the capital increase reserved for members of the Groupsavings plan, and in accordance with the applicable legal provisions, David Darmon
benefited from the matching contribution of €5,924 (already paid, see below) and a 30%
discount on the price of the subscribed shares representing €98,760.

€5,924(paid)

Other compensation paid for 2021:
This amount corresponds to the matching contribution in connection with the capitalincrease reserved for members of the Group savings plan.

€13,217(awarded and paid)

David Darmon benefited from unemployment insurance taken out with the GSC (social
guarantee for Company managers), the amount for the 2021 fiscal year being €13,217.

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Compensation of corporate officers

Form ofcompensation

Termination benefits

Amounts

None owed
or paid

Comments

The 2021 compensation policy included the following commitments:
 termination benefits equal to 18 months of David Darmon's average monthly fixedcompensation at the time of departure; subject to two cumulative performance conditions: David Darmon must have received,for the last two fiscal years preceding his departure, variable compensation equal to atleast 70% of his maximum variable compensation; and the amount of the last known
ordinary dividend on the date of departure must be greater than or equal to the dividend
for the previous year.
Since David Darmon’s employment contract governed by French law was suspended during
his term of office, said contract will take effect again at the end of his term of office and may
entitle him, if applicable, to statutory and contractual termination benefits. These benefits,
together with those due in respect of the term of office, are capped at 18 months’ averagemonthly compensation determined as follows: the sum of (i) his average monthly fixedcompensation at the time of his departure, and (ii) 1/12th of his variable compensation
actually paid in respect to the last fiscal year preceding the departure.

David Darmon did not receive any of the following benefits: multi-year variable compensation, exceptional compensation, a non-competeclause payment, or a supplementary pension plan.

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:=;:=,?0:A0=9,9.0
Compensation of corporate officers

2

Breakdown of compensation paid in 2021 or granted for 2021 to Nicolas ver Hulst,
Chairman of the Supervisory Board, to be submitted to a shareholders' vote
Resolution No. 14
Form ofcompensation

Amounts

Comments

Gross fixedcompensation€250,000(awarded/paid)

The compensation for the Chairman of the Supervisory Board was fixed by the Supervisory
Board on March 21, 2018, at €250,000, in line with market practices. It has not changed.

Compensation
related to meetings€100,000(awarded/paid)

In accordance with the compensation policy for the members of the Supervisory Board
approved by the Shareholders’ Meeting of June 29, 2021, this amount corresponds to thesum of the “fixed fee” of €52,000 and the “variable fee” of €6,000 per scheduled meeting.

Nicolas ver Hulst did not receive any of the following benefits: variable compensation, multi-year variable compensation, exceptional
compensation, stock options, performance shares, benefits of any kind, termination benefits, a non-compete clause payment, or a
supplementary pension plan.

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151

2

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152  - Universal registration document 2021

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3.1.1
3.1.2
3.1.3
3.1.4
3.1.5

155
157
158
159

Operational and business risks
Financial risks
External risks
Risks related to governance
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3.3.1
3.3.2

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3.2.1

3.3.6

3.2.2
3.2.3

Judicial proceedings
andarbitration
Insurance
Regulatory environmentIntroduction
164
An appropriate organization
with clearly-defined responsibilities
and powers
166
Periodic assessments of main risks 170
Appropriate internal control
processes
172
Review of the internal control
system175
Achievements in 2021
176

161
161
162

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Risk factors

 $4>61,.?:=>
Wendel regularly evaluates its own risk factors and those of its
consolidated subsidiaries, operating subsidiaries, and holding
companies. The risk management process is described in
section 3.3 below, “Risk management and internal control systems.”
The risk factors presented in this section are those that are specificto the Company and/or its marketable securities which could havea material net effect on the business operations, financial position
or future performance of the Company or of the companies thatwere fully consolidated during the financial year ended and as ofthe date of this Universal Registration Document.
This section is not intended to provide a full list of all of the Group’s
risk factors. In particular, other risks that Wendel does not consider
specific to its activities in that, to varying degrees, they are also
relevant to other issuers irrespective of the business, such as, forexample, risks linked to IT security, could have an equally negative
impact on Wendel or its activities, its financial position, profits oroutlook.
As a long-term investor, Wendel is also vigilant with regard to theoccurrence of emerging risks which, without constituting specificrisks at this stage, are the subject of particular attention. As such,the climate risk (i.e. the impact that global warming could have on
its business or that of its portfolio companies) is taken into accountvia a specific impact audit designed to help in the preparation of an
initial assessment and implement action plans. Among theselong-term trends, we can also mention the transformation ofworking methods with the rise of remote working. The impact of
this transformation is likely to pose new risks in terms of both IT
security and attractiveness and talent retention, issues on which risk
mitigation actions are undertaken.

Other risks, of which the Company is unaware as of the date of this
Universal Registration Document, may also exist or arise.
As regards the exceptional situation resulting from the Covid-19
global pandemic, and although the situation continues to evolve
favorably, some uncertainty remains at the date of this document. A
specific risk factor is presented below.
In connection with the conflict in Ukraine, and due to the current
high level of uncertainty and the impossibility at this stage toaccurately assess the impacts, particularly indirect ones, a specificrisk factor is also presented below; its net impact, however, has notbeen assessed. Where possible, Wendel has also endeavored todescribe the impacts on its portfolio companies, in section 1.4“Subsidiaries and associated companies.”
Risk factors fall into 4 categories:

 risks relating to Wendel’s operations and business; financial risks; external risks;
 risks related to governance.
Risks are ranked within their respective categories by reverse orderof importance according to their likelihood of occurrence andestimated impact and having factored in mitigation measures.
The summary table below is intended to present an overview ofthese risks according to their net impact, based on whether they
are considered by Wendel to be high, medium or low risk
(decreasing order).

Risk category

Risk factors

3.1.1 Operational and business risks

3.1.1.1 Risks related to geographical exposure and asset concentrationHigh

3.1.1.2 Risks related to the robustness of portfolio companies’ business models

High

3.1.1.3 Risks related to due diligence on contemplated investments
and divestments

Medium3.1.2 Financial risks
3.1.3 External risks

Evaluation

3.1.1.4 Risks related to valuing portfolio companies

Medium3.1.2.1 Equity risk

High

3.1.3.1 Risks related to legislative and regulatory changes

Medium

3.1.3.2 Risks related to the COVID-19 pandemic

Low

3.1.3.3 Risks related to the conflict in Ukraine
3.1.4 Risks related to governance3.1.4.1 Risks related to the presence of a majority shareholder

154  - Universal registration document 2021

Low

$4>6,.?:=>
Risk factors

3

In addition, risks specific to companies in the portfolio are also presented in section 3.1.5 for each of the companies within the scope of the
fully consolidated company. Risk factors related to directly Bureau Veritas are presented in more detail in its own Registration Document.
Please also refer to the financial communication specific to the other listed companies in the portfolio (IHS, Tarkett) for their risk factors.

 ";0=,?4:9,7,9/-@>490>>=4>6>
3.1.1.1 Risks related to geographical exposure
andasset concentration
Presentation of risk
A high level of concentration in specific regions and sectors cancreate significant economic risks for the portfolio in the event of adownturn in those regions or sectors. Wendel aims to diversify its
asset allocation.
However, by increasing the regional diversification of its assets,
Wendel is exposed to currency risk and to certain specific country
risks, such as in Nigeria or China.
Wendel deems its investment in Bureau Veritas to be a high-quality
asset. This holding accounted for 46% of the Company’s grossasset value at December 31, 2021. Any significant decrease in
Bureau Veritas’ stock price would have a considerable impact on
Wendel’s net asset value.
IHS operates in five African countries and especially in Nigeria(where the majority of its towers are located) and since 2020 in the
Middle East and South America. As such, its development could be
negatively impacted by legal, regulatory, political, financial or fiscal
factors specific to these regions and which could be beyond its
control. The Company is also significantly exposed to a single
customer which is however the subsidiary of a significant
shareholder.
The activities of Wendel’s portfolio companies in Ukraine or Russia
could be disrupted given the current conflict and its (direct orindirect) consequences.

Conversely, acquisitions such as Crisis Prevention Institute, Tarkett
and ACAMS have the opposite effect and contribute to risk
reduction.
Wendel’s teams regularly and closely monitor Bureau Veritas andits risks.
IHS is itself pursuing a strategy of reducing the weight of Nigeria in
its activities, and diversifying its customer base.
Lastly, Wendel keeps itself informed as much as possible of theevolution of the situation related to the conflict in Ukraine, and inparticular of the evolution of the sanctions against Russia that could
impact the ability of its portfolio companies to carry out theirbusiness.
The direct exposure of portfolio companies in Ukraine and Russia(sales generated locally, assets present in these countries) remains
limited, with the exception of Tarkett, which could be significantly
impacted if its operations in Russia were to be significantly
disrupted.
The portfolio’s concentration risk remains significant: at December
31, 2021, Wendel’s gross assets consisted of 55.4% of listed assets(Bureau Veritas, IHS and Tarkett), 37.2% of unlisted assets and 7.4%
cash and financial assets.

3.1.1.2 Risks related to the robustnessof portfolio companies’ businessmodelsPresentation of risk

Risk management
The Wendel Group seeks to reduce its sensitivity to regional or
sectoral risks by diversifying its assets, in terms of both sector andregion. Divestments made over the last few years to rationalize
Wendel’s portfolio by reducing the number of investments (such as
the latest sale of Cromology in 2021, for example), mechanicallystrengthened the concentration of its assets. Given the compositionof the NAV, these divestments have not significantly changed thegeographical or sectoral profile of the Group.

Wendel’s ability to seize investment opportunities, best manage its
equity investments, and optimize financing and refinancing
depends on how well it is able to assess the stability and resilienceof the business models of its portfolio companies, from when thosecompanies are acquired through to when they are divested.

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Risk factors

This assessment of companies looks particularly at the following
factors:

 risks related to operations and business: risks related to
non-compliance with budgets, potential impact of market trends
on operating margin, competitive pressure, changes in raw
material prices, rapid growth and execution, key people;

 financial risks: risk related to a company’s leverage, cash flow
stability, and ability to service its debts, liquidity and ability tomeet banking covenants;

 external risks: risk related to the concentration of activities in alimited number of countries, or in countries with high risk
profiles, risks of disruption related to innovative alternativetechnologies

 compliance with current social and environmental standards andthe capacity to seize opportunities around CSR themes; and risks related to governance especially for minority stakes: risks
related to the ability to influence the strategy and the external
growth appetite.
Risk management
Risk evaluation is carried out prior to the acquisition of stakes byconducting in-depth due diligence covering a significant number offactors that could affect the business model of the portfolio companies.
Monthly reporting of the performance of portfolio companies iscarried out post-acquisition and quarterly monitoring via business
reviews. The teams were strengthened in this way with thepresence of operating partners within the investment team that arein permanent contact with the companies.
Wendel pays special attention to the quality of its managers and its
associates and subsidiaries and regularly evaluates their performanceand their succession plans.
Appropriate financing was set up or renegotiated with often
favorable conditions for borrowers given recent market conditions.
In the current context of the Covid-19 pandemic, Wendel remained
particularly attentive to the cash forecasts of its associatedcompanies and assisted their top management in adopting
solutions that are the most adapted to their circumstances. Wendel
also remains vigilant to assess the sustainability of the recovery of
its portfolio companies as the impact of the health crisis subsides;
In the current context of uncertainty related to the conflict in
Ukraine, Wendel is closely monitoring the exposure of its
companies to the Ukrainian and Russian markets, as well as the156  - Universal registration document 2021

more indirect consequences (increase in energy or raw material
prices, disruptions in the market. supply chains, staff turnover andinflation, ability to increase their own prices).
Finally, financings are without recourse to Wendel.

3.1.1.3 Risks related to due diligenceon contemplated investments
and divestments
Presentation of risk
Equity investments involve a risk at the time an ownership stake istaken in a company, in that the Company’s value might beoverestimated. The valuation applied to a target company is based inparticular on operating, financial, accounting, social, legal, tax andenvironmental data communicated during due diligence, and thisinformation might not be entirely accurate or complete. Due diligenceprocesses may also be shorter in length than otherwise expected.
As part of a divestment, Wendel may grant earnouts or
representations and warranties.
Proposed investments and divestments are also subject to stock
market, debt and venture-capital risks, which can impact the prices
and liquidity of these assets.
Risk management
Wendel’s due diligence is reviewed in the Investment andDevelopment Committee and in other bodies. They are thoroughand must, when possible, meet predetermined investment criteria.
Identified risks can, on a case-by-case basis, be covered by aguarantee from the seller. These due diligence processes are
updated regularly and include considerations related to CSR anddigitalization, as well as aspects related to compliance or internal
control. During this due diligence, Wendel also relies on expert
advice provided by renowned service providers.
Wendel aims to limit the amount and duration of any earnout clauses
and representations and warranties granted during divestments.
Wendel makes co-investments with quality partners in order tobetter examine its projects and limit its exposure, with the prospectof an alignment of interests.
As part of the Wendel Lab, Wendel is gradually strengthening its
teams to acquire the necessary specific skills, and has defined
appropriate assessment and monitoring processes.

$4>6,.?:=>
Risk factors

3.1.1.4 Risks related to valuing
portfolio companies
Presentation of risk
Once they have joined the portfolio, the companies in which
Wendel has invested must be evaluated periodically. These
periodic valuations are used to calculate net asset value (NAV) per
share, but they do not necessarily reflect ultimate divestment or
listing value (no discount for listing, for minority or control premiumis used in our valuation methodology). Controlled privatecompanies are less liquid and are generally of a smaller size thanlisted companies. High volatility in the financial markets or low
economic performances amplified by leverage from the debt of
portfolio companies could cause significant fluctuations in the NAV,
especially given the current significant uncertainties surrounding
the conflict in Ukraine.
There is no guarantee that portfolio companies can be sold at avalue at least equal to that used to calculate Wendel’s NAV. The
sale of equity investments can be facilitated or hindered by market
conditions.
Conversely, some associated companies may find buyers at asignificantly higher price than the one set for NAV, particularly inthe event of a change of control resulting in a strategic premium.

3

Risk management
Wendel’s NAV is currently calculated and published four times a year,
using a precise, stable methodology (see section 5.3). It isdetermined by the Executive Board, reviewed by the Audit, Risk andCompliance Committee, and examined by the Supervisory Board(see section 2.1.7). An independent appraiser makes and submits its
own valuation. When appropriate, the methodology could be
adjusted to obtain a better estimate. At each NAV publication date,
Statutory Auditors verify that the methodology used for calculating
net asset value complies with the Group’s methodology and confirm
consistency with accounting data as well as the customary nature of
any adjustments. They also conduct a regular review of peers samples
used in the calculation.
The individual Net Asset Values (NAV) of unlisted equity
investments are also approved by the Boards of Directors of theparent companies in Luxembourg. Independent directors sit onthese Boards.
In addition to this rigorous and contradictory estimation process,Wendel’s business model does not have a time constraint oncompleting sales. The risk of forced sale at a potentially
unfavorable price is consequently limited, generally speaking.
The presence within Wendel's portfolio of listed companies also
limits the risk of error in the calculation of the valuation of theseassets (valuation according to the share price).

 49,9.4,7=4>6>
In addition to the description of risk below, information related tofinancial risks is presented in note 7 “Managing financial risks” ofthe notes to the consolidated financial statements in this document.

3.1.2.1 Equity risk
Presentation of risk
Wendel’s assets are mainly investments in which it is the main orcontrolling shareholder. These assets are listed (Bureau Veritas) or
unlisted. Other assets in which the Wendel Group directly or
indirectly holds a minority stake are also listed on the financial
markets (in particular IHS and Tarkett). The value of thesesubsidiaries and associates (and as a consequence the value of theWendel Group) is related in particular to their economic andfinancial performance, their prospects for growth and profitability
as well as the equity market trends, directly in the case of listedcompanies and indirectly in the case of unlisted companies, thevalue of which may be influenced by market parameters. Despite
the measures put in place by the investment teams during theinvestment process or when carrying out regular monitoring of
performance, there is a risk that the economic results ofinvestments are not in line with Wendel’s expectations.
Moreover, the financial structure and levels of debt of certain
unlisted subsidiaries and associates may increase the risk to thevalue of these subsidiaries and associates. Indeed, reliance on debt
may increase financial difficulties in the event of a significant
reduction in levels of activity restricting the ability to access cash
and subjecting these subsidiaries and associates to a risk that theirfinancial debt will become due early as a result of financial
covenants. In the context of the conflict in Ukraine, the volatility ofstock markets as well as potential tensions on credit markets areliable to exacerbate this risk.

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Risk factors

Risk management
Although Net Asset Value (NAV) is monitored very regularly, as along-term shareholder Wendel is less constrained by changes inthe spot value of assets.
Moreover, processes are in place for rigorously selecting portfolio
companies in order to invest in companies with resilient businessmodels. The performance of each of the companies within theportfolio is regularly monitored in order to anticipate changes
insofar as possible.

To prevent and manage the risk incurred by these companies’
financial structure, cash flow and financial covenant forecasts areprepared regularly, based on various scenarios, in order toprepare, if necessary, targeted solutions to ensure their long-term
survival and to create value. Moreover, Wendel and its subsidiaries
are in close contact with bank lenders, in order to more effectively
manage the restrictions on these financing agreements.

 C?0=9,7=4>6>
3.1.3.1 Risks related to legislativeand regulatory changes
Presentation of risk
Acquisition and divestment operations are often complex, becauseof the application of legal, fiscal and regulatory provisions undermultiple legislation and because specific organizational structures
must be implemented depending on the characteristics of each
investment. Moreover, unfavorable changes in tax legislation or its
interpretation could make Wendel’s investment transactions lessattractive (see section 3.2.3).
Risk management
Legislative and regulatory change is constantly monitored throughactive monitoring by the corporate teams composed ofexperienced people in their respective fields. During an acquisition
or divestment, Wendel’s investment team, in association with thelegal, tax, and finance teams, work with experienced consultants inthe local markets to ensure that the new structure complies with allapplicable legal, regulatory, and tax requirements. Wendel makes
sure that it is in compliance with the laws and regulations in force.

3.1.3.2 Risks related to the COVID-19
pandemicPresentation of risk
The Covid-19 pandemic, which has spread around the world, had asignificant impact on many global economies and on the ability ofcompanies to operate in several countries (varying degrees oflockdown, curfews, closure of public buildings and shops,
restrictions on movement, etc.) in 2020. Financial markets saw their

158  - Universal registration document 2021

level of volatility increase as a result of the growing uncertainty that
stemmed from the pandemic situation itself. In 2021, the strategies
that have emerged, in particular thanks to the ramp-up of
vaccination policies, have enabled a gradual exit from the crisis,
and a relative return to normal. However, uncertainty as to thesustainability or strength of this recovery remains in early 2022.
Although today unlikely, as the main health protection measures
are being lifted, a possible relapse cannot be ruled out.
In this context, the companies in Wendel’s portfolio could see theirbusiness recovery slowed,, which would have a negative impact on
their revenue and earnings and consequently on their balance
sheet position, ability to meet their contractual financial
commitments or their liquidity. The value of the Group’s portfolio
could once again be affected, as well as Wendel’s liquidity or debt
ratio, by any cash contributions by Wendel and by a decline in thevalue of the portfolio. Companies’ ability to make reliable forecasts
could also be impaired and have an impact on the Group’s ability
to assess the value of its assets, its unlisted assets in particular.
Risk management
To ensure the safety and health of its employees, Wendel continues
to strictly follow the recommendations of the health authorities in
the countries where it operates and promotes remote working
whenever possible. The corporate teams remain fully mobilized toexercise the necessary vigilance over operational processes using
the IT tools deployed over the past years, which make hybrid
working possible under satisfactory conditions. Wendel’sinvestment team works with the companies in the portfolio tomonitor their respective positions. Wendel also pays close attention
to the analysis of the financial capacity of its companies, which it
assesses according to various scenarios.

$4>6,.?:=>
Risk factors

3.1.3.3 Risks related to the conflict in Ukraine
Presentation of risk
The conflict and the Russian invasion in Ukraine, in addition to the
local destruction they have caused, have led to a massive exodus ofrefugees to neighboring countries and economic sanctions against
Russia which are tightening. Operating in Ukraine and Russia could
prove increasingly difficult or impossible (sanctions limiting imports
and exports, impossibility of access to financial means to be paid or
to pay suppliers, difficulty of transport or supply). In this context,
subsidiaries or factories of Wendel’s portfolio companies could see
their activity impacted, both in terms of sales and income. Wendel’s
NAV could be affected.
Beyond the direct consequences on these two countries, theEuropean or even global economy could be affected: significant
increase in the cost of energy (oil, gas, electricity), high prices orunavailability of raw materials, impact on logistics chains, lower
consumption, higher interest rates. While it is too early to estimate
the impacts of its possible upheavals, the economic and financial
performance of Wendel’s portfolio companies could bedeteriorated.
In a context of confrontation and response to European sanctions
beyond the military theater, a resurgence of cyber-attacks on
European infrastructures or companies could also occur. Wendel orsome of the companies in its portfolio could be impacted.

3

Risk management
The direct exposure of the portfolio companies in Ukraine andRussia (sales generated locally, assets present in these countries)
remains limited, with a percentage of sales generated in 2021 inthese countries of less than 5%. Only Tarkett has a percentage ofsales in Russia and Ukraine of around 10% and could be materially
impacted if its operations in Russia were to be severely disrupted(decline in sales, EBITDA and its results more generally, impacted
by the indirect effects of the crisis). Given the relative weight of thiscompany in Wendel’s NAV, these impacts are not material for
Wendel.
Wendel’s investment team is fully engaged with portfolio
companies and its management teams to monitor their respective
situations.
With regard to indirect exposure (increase in energy and raw
material costs, difficulty in supply chains at the level of suppliers,
disruption of its customers’ activity, etc.), it is still too early toaccurately measure the impact on the performance of portfolio
companies. As part of the regular monitoring of the performance ofits companies, Wendel is attentive to changes in the situation ofeach company and, where necessary, supports management in
defining the necessary adjustments.
In terms of cyber security, Wendel continues to strengthen its
awareness-raising efforts and its protection measures and fosters
increased vigilance of the companies in its portfolio, through thedirectors it has on the governance bodies (Boards of Directors andAudit Committees).

 $4>6>=07,?0/?:2:A0=9,9.0
3.1.4.1 Risks related to the presenceof a majority shareholder
Presentation of risk
Wendel is controlled by family type shareholder (holding 39.3% of
its share capital as at December 31, 2021), with the ability to sell its
shares, which could have an adverse effect on Wendel’s stock price.
In addition, this situation implies that decisions of the controllingshareholder could have adverse consequences for other minority
shareholders.

Risk management
Wendel ensures that its governance remains balanced with thepresence of four independent members and two employee
representatives on the Supervisory Board. Furthermore, theSupervisory Board has a lead independent director, one of whose
missions is to prevent, analyze and manage potential conflicts withthe controlling shareholder.
Wendel also respects and implements the principles andrecommendations of the Afep-Medef Code.
Refer to section 2 of this universal registration document for a moredetailled description of the Group's governance rules.

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Risk factors $4>6>>;0.414.?:;:=?1:74:F.:8;,940>
This section presents the risks specific to the companies in the
Wendel Group’s fully consolidated portfolio. For portfolio
companies listed on the financial markets (Bureau Veritas, IHS and
Tarkett), we invite the reader to refer to the financial publications ofthese companies.

Bureau Veritas
The main specific risks identified by Bureau Veritas fall into
3 categories. They are listed below for each category in reverse
order. Risks related to the Group’s activities and operations, inparticular the risk related to Cybersecurity, the risk arising fromlegislation and changes thereto, the risk related to the non-renewal,
withdrawal or loss of certain authorizations, the ethical risk, the risk
related to litigation and prelitigation proceedings and the risk
related to the issuing of false certificates. Human risks with the risk
related to Human resources. Risks related to acquisitions with therisk of depreciation of intangible assets from acquisitions.
The Bureau Veritas management team is in charge of managing
these risks. Bureau Veritas describes these risk factors in moredetail in its Universal Registration Document, available on its
website (www.bureauveritas.fr) and on that of the AMF(www.amf-france.org).

Constantia Flexibles
The main risks identified for Constantia Flexibles are: regulatorychange in public health, environment or security matters leading tosignificant investment or compliance costs, the volatility ofcommodity prices; environmental risks; hiring and retaining
talented employees; finding the right balance between productprices and maintaining long-term relationships with key customers;
possible interruptions to production processes; machine
breakdowns and quality requirements; and risks related to dataprocessing and IT security. The packaging industry is subject to anumber of regulatory requirements that also exposes Constantia
Flexibles to product liability-related risks. Changing expectations ofend
consumersandcustomers
in
terms
of
more
environmentally-friendly packaging (recyclability in particular)
exposes Constantia Flexibles to greater risks of substitution or
increased capital expenditure. The company’s R&D activities could
pose risks related to meeting deadlines and market needs. Due tothe nature of its business, the company is exposed to currency risk
and country risk (political and macroeconomic), notably due to theconflict in Ukraine. Acquisitions and disposals could also have amaterial impact on the company’s cash flow and pose risks related
to the integration of newly-acquired companies.
The Constantia Flexibles management team is in charge ofmanaging these risks.

Stahl
The main risks identified by Stahl are: disruptions in the automobile
industry supply chains, competitive pressure, the concentration ofchemical suppliers, changes to the macroeconomic and financial
environment in relation to the conflict in Ukraine (notably its
potential consequences on the change in the prices of energy andraw materials); sectoral innovation and leather substitution by othermaterials; industrial risks; environmental risks (certain materials
used or products manufactured could be discovered to be
hazardous to human health or the environment); the risk ofdeparture of key people; currency risk (see the section on currency
risk management in the consolidated financial statements); liquidity
risk arising from the financing structure for this investment (see thesection on liquidity risk management in the consolidated financial
statements), the risk related to IT security and the risk related to the
execution and consolidation of acquisitions.
The Stahl management team is in charge of managing these risks.

160  - Universal registration document 2021

Crisis Prevention Institute
The main risks identified by CPI are risks associated with the impactof the Covid-19 pandemic on CPI’s in-person training delivery
programs (delay in the expected recovery, availability of personnel
to be trained or trainers), risks related to the financing and liquidityof the company, risks associated with the regulatory environment(accreditation) and the availability of funds for training inde-escalating crisis situations, the risk of a shortage of qualified staff
to deliver CPI training programs, risk related to the quality of
training delivered, the risk of staff being unavailable or unable toattend training or certification sessions, risks related to CPI’s growth
and the capacity to adapt its organizational model and operations,the competitive environment and risk of departure of key
individuals, in particular given the modest size of the organization.
Risk management falls under the responsibility of CPI Management.

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Judicial proceedings, insurance, and regulatory environment3 @/4.4,7;=:.00/492>49>@=,9.0,9/=02@7,?:=D
09A4=:9809?
 @/4.4,7;=:.00/492>,9/,=-4?=,?4:9
The principal disputes and litigation involving the Company and its
controlled subsidiaries are detailed in note 17-1 to theconsolidated financial statements.
To the best of the Company’s knowledge, there are no other legal
or arbitration proceedings (including any pending or threatened
proceedings of which Wendel is aware) involving the Company or
any of its fully-integrated subsidiaries that may have or that have
had, over the last 12 months, a material adverse effect on thefinancial position or profitability of the Company and/or the Group.

Bureau Veritas’ main disputes are presented in paragraph 4.4“Administrative, judicial and arbitration procedures andinvestigations” of its 2021 Universal Registration Document(available on the Bureau Veritas website (www.bureauveritas.fr) andon that of the AMF (www.amf-france.org)).

 9>@=,9.0
WendelBureau Veritas

As part of its risk hedging policy, Wendel has taken out thefollowing main insurance policies:

Bureau Veritas has taken out the following main centralized
insurance programs:

 general liability: this policy covers bodily injury, property

 a professional and general liability program covering all of thedamage and other losses to third parties;

 professional liability: this policy covers litigation risks in theevent of professional error or an act deemed as such,committed by the Company or one of its agents or employeeswith third parties; and liability of executives and corporate officers: this policy covers
the Company’s corporate officers, its representatives on thegoverning bodies of subsidiary and affiliated companies, andpersons considered executives de facto or de jure, who might
be held responsible for a professional error in connection with
their management, supervisory or administrative duties.

Group’s businesses, except for Aeronautics and theConstruction division’s French operations; this programsupplements local insurance programs;

 the General Liability Insurance for Corporate Officers (RCMS)
program, which covers the civil liability of corporate officers of
all Bureau Veritas Group subsidiaries; the Aeronautical Civil Liability program, mainly covering aircraft
inspection activities leading to airworthiness certificates; and the “Property Damage and Business Interruption” program,which covers offices and laboratories owned, leased or
entrusted to the Group throughout the world.
Other risks are insured locally, such as risks related to theConstruction division in France, for example. For more information,please refer to section 4.3 “Insurance” of its 2021 Universal
Registration Document (available on the Bureau Veritas website(www.bureauveritas.fr) as well as on the website of the French
Financial Markets Authority (Autorité des marchés financiers)(www.amf-france.org).

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Judicial proceedings, insurance, and regulatory environment

Stahl
Stahl has taken out the following main centralized insurance
policies: direct property damage and business interruption;
 general liability/product liability insurance, including a guarantee
for third parties in the event of a product recall; and general liability insurance for executives and corporate officers.

 general product liability insurance; transportation and maritime transportation liability insurance;and liability insurance for executives and corporate officers.

Crisis Prevention Institute (CPI)CPI has taken out the following main insurance policies:

 general liability insurance;

Constantia Flexibles

 property damage and business interruption insurance;

Constantia Flexibles has taken out the following main insurance
policies: general liability insurance for corporate officers; and property damage and business interruption insurance;

 property damage outside the United States.

 $02@7,?:=D09A4=:9809?
WendelAs an investment company, Wendel SE is not subject to any specificregulations.
The Wendel Group holds its unlisted investments and some of its
listed investments through Luxembourg companies, initiallyconstituted in the form of Venture Capital Investment Companies(SICARs), transformed at the end of 2019 into Reserved Alternative
Investment Funds (RAIF). RAIF are governed by the Luxembourg
law of July 23, 2016, itself transposed from the European Directiveon Alternative Investment Fund Managers (AIFMD) into nationallaw. They are managed by a Luxembourg management company,
Wendel Luxembourg (formerly known as Winvest Conseil SA),
which was approved as an alternative investment funds manager by
the CSSF on June 4, 2015. Wendel Luxembourg manages theportfolio, and is responsible for risk management and the central
administration of the RAIF. It also performs compliance and internal
audit functions for the companies included in its scope. It has
implemented detailed procedures and is subject to strict
obligations, whose performance is closely monitored by the CSSF.

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Wendel North America, which studies the Group’s investment
opportunities in North America, registered with the Securities andExchange Commission (SEC) as an Investment Advisor in May 2017.
Each of the Group’s companies carries out its business incompliance with its own regulatory environment, which differs
according to its businesses and geographical areas, and in whichchanges could be unfavorable.
The tax rules applicable to Wendel could change adversely.
To date, the Company is not aware of any measure or factor of an
administrative, economic, budgetary, monetary or political naturethat has materially influenced or may materially influence, directly
or indirectly, its activities, subject to the regulatory or other impacts
that could result from the international crisis related to Covid-19
and the conflict in Ukraine.

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Judicial proceedings, insurance, and regulatory environment

3

Bureau Veritas

Constantia Flexibles

Bureau Veritas operates in a highly regulated environment. To
exercise a significant portion of its activities, Bureau Veritas must firstobtain authorization from local, regional or international publicauthorities or professional organizations. Each division in the Bureau
Veritas Group has a specific structure devoted to centralized
monitoring and management of these authorizations, which are
subject to regular audits conducted by the relevant authorities. For
more details on the regulations applicable to Bureau Veritas, pleaserefer to the Bureau Veritas Universal Registration Document(available on the Bureau Veritas website (www.bureauveritas.fr) andon that of the AMF (www.amf-france.org).

Constantia Flexibles has production plants in 15 countries on 4
continents. Constantia Flexibles has obtained all the required
permits and is not aware of any regulatory changes that could affectthose permits.

Stahl
Stahl operates in 22 countries. Its manufacturing sites are located in
11 countries: Singapore, China, France, India, Netherlands, Brazil,
Spain, Mexico, Italy, Germany, and the United States. Stahl has
obtained or has applied for the authorizations necessary to operate
in these countries. These authorizations relate to safety, health andto the environment. In other countries, Stahl exercises commercial
or storage activities. As the authorization system may change, Stahlmonitors this issue and takes appropriate decisions whennecessary. In Europe, Stahl’s products, production and activities
that are in scope, comply to the EU Seveso directive and EU REACH
regulation.

The company serves customers in the food, pharmaceuticals, andhealthcare industries. Both Constantia Flexibles and its customers
are subject to numerous health, safety, and environmental
regulations, which change frequently. Plants must comply with local
operating licenses, and sometimes face changes in occupancy
zones affecting permitted emissions, or the need to relocate
production equipment. There is a risk, partly due to the growing
importance of sustainable development, that new regulations could
require the company to make further capital expenditures, increase
production costs or prohibit the use of certain materials.
The activities of Constantia Flexibles do not rely only on intellectual
property. Although Constantia Flexibles owns patents and licenses,
these are not material with respect to its business activity.
Constantia Flexibles’ competitive advantage is based primarily on
its skills, particularly its production know-how.

Crisis Prevention Institute (CPI)CPI operates primarily in two sectors, healthcare and education.
CPI has set up an active legislative and regulatory watch in these
two sectors. For education, the watch focuses on provisions related
to restraint and isolation, and for healthcare, on provisions related
to violence at work.
In the education sector, the 50 states of the United States ofAmerica have a legal framework for coercion and isolation. In thehealthcare sector, a legal framework governing workplace violence
is in place in 37 states of the United States of America. For CPI and
its “Non-violent Crisis Intervention® Program”, these measures have
either a neutral or a positive impact.
CPI has CEU (Continuing Education Units) accreditation at state andfederal level. It also has IACET (International Association forContinuing Education & Training) accreditation, and several
state-specific authorizations.

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Risk management and internal control systems

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The following sections describe the main risk management andinternal control procedures in place at Wendel (which includes
Wendel SE, its holding company and foreign offices) andcompanies in its portfolio. Wendel’s internal control policy forms
part of the Company’s broader Corporate governance rules, underwhich the Audit, Risk and Compliance Committee is assigned withmaking sure that risk management and internal control systems areproperly implemented and effective. The rules are intended to help
the Supervisory Board ensure that the Company’s internal controls
are effective, and that the information provided to shareholders
and financial markets is reliable.

The internal control system therefore aims to help Wendel and its
Portfolio companies mitigate its risks, prevent fraud and corruption,and more generally reach its objectives, and protect the value thatit creates for shareholders and employees.
However, no such system can provide an absolute guarantee that
all risks to which Wendel and its Portfolio companies are exposed
are managed in their entirety, nor that the Wendel Group will reach
its objectives.

Principles of internal control
Wendel’s internal control system is based on the following
fundamental principles, consistent with the Company’s objectives:

Definitions and objectives of risk management
andinternal control
Wendel applies the AMF guidelines issued in July 2010, entitled“Reference framework for internal control and risk management
systems,” as well as the recommendations for implementing thoseguidelines, to develop its approach and procedures for internal
control and risk management. Wendel also takes into account bestpractices taken from other commonly used referentials such as the
COSO framework (Committee Of Sponsoring Organizations of theTreadway Commission).

Objectives of internal control
Wendel’s internal control system consists of resources, behaviors,
procedures, and initiatives tailored to the specifics of Wendel’sbusiness.
By regularly reviewing how the system is implemented across its
operations, Wendel aims to put in place adequate processes tomanage the risks to which the Group is exposed.
The internal control system aims to secure that the Groupgenerates reliable and complete financial information, and that it
has the right processes for managing its operations in accordancewith applicable laws and regulations and with the management
principles and strategy set by the Executive Board.

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 atransparent corporate culture and appropriate values.
Employee assessment processes to measure their competence,
professional ethics and to detect any weaknesses;

 an organization with competent, responsible men and womenthat draws on established procedures, tools, and practices,supported by dedicated IT systems;

 periodic assessments of the Company’s main risks in order to
identify, analyze, and manage those risks with respect to its
objectives; appropriate internal control measures proportionate to the risksof each business process and designed to ensure that the rightsteps are taken to manage risks that could prevent the Company
from reaching its objectives;

 the dissemination within the Company of relevant, reliable
information that lets each employee carry out his or her duties;

 annual review of internal control practices by an independentinternal audit team; and continuous follow-up of action plans identified.

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Risk management and internal control systems

3

Risk management

Internal control scope and limitations

Risks represent the possibility that an event may occur whose
consequences would adversely affect Wendel’s employees, assets,
environment, objectives, financial condition, or reputation.

Wendel’s risk management and internal control system, as
described in this report, covers all operations carried out byWendel SE as an investment company as well as all of its directly
controlled holding, investment and advisory companies. Wendel
and its Portfolio companies is a Group of companies that: (i) is
decentralized, including in the choice of organizational structure
and in its risk management and internal control systems;(ii) includes listed and unlisted companies; and (iii) includes
companies in different businesses and of varying sizes. As a result,the scope and characteristics of risk management and internal
control can vary from one subsidiary to another. Each operatingcompany and its executives are responsible for designing andimplementing their own risk management and internal control
systems, in line with the Group’s philosophy and organization.
Regardless of the quality of its design and operating effectiveness,such internal control systems can only provide a reasonableassurance that processes are operated as intended and risks
adequately mitigated. Moreover, despite the many interactions andexchanges between Wendel SE and its Portfolio companies, there
is no certainty that unexpected events may occur in its portfolio
companies and impact Wendel Group ability to reach its objectives.

Risk management is comprehensive and covers all of Wendel’s
activities, processes and assets. It includes a set of resources,
behaviors, procedures, and initiatives tailored to Wendel’s
characteristics. They enable the Executive Board to maintain risks at
a level that is acceptable.
The Company’s risk management system is designed to identify
and analyze the main risks to which Wendel is exposed. The system
helps:

 preserve Wendel’s assets, teams, reputation, and the value it hascreated; make Wendel’s decision-making and other processes moresecure so as to help it achieve its objectives; foster consistency
between Wendel’s activities and its values; and encourage Wendel’s employees to adopt a shared view of theprincipal risks and raise their awareness about the risks inherent
to their business activities.

Relationship between risk management
and internal control
Wendel’s risk management and internal control systems arecomplementary.
The risk management system is designed to identify
and analyze its main risks
The risk management system includes controls within the internal
control system that are designed to ensure risk management
functions properly. Risks whose possible occurrence or magnitude
exceeds limits that the Company deems acceptable are dealt withusing the risk management system described here, and actionplans are implemented if necessary. These action plans could
involve setting up controls, transferring the potential financial
consequences (such as through an insurance policy), and/or
modifying the associated business processes.
Any controls that are set up form part of the Company’s internal
control system
This aims to ensure that the system can help the Company deal
with the risks to which it is exposed. Similarly, the internal control
system relies on the risk management system to identify theprincipal risks that must be controlled. The internal control systemconsequently helps protect the value that Wendel creates for its
shareholders and employees.
These and any such internal control and risk management systems,
no matter how well they are designed and implemented, cannot
provide an absolute guarantee that risks will be totally eliminatedand that Wendel’s objectives will be achieved.

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Risk management and internal control systems 9,;;=:;=4,?0:=2,94E,?4:9B4?3F.70,=7D/01490/
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Wendel’s internal control system draws on the Company’s
operational organization and on functional divisions that are
directly or indirectly dedicated to managing the risks to which theCompany is exposed.

procedures, interviewing the Statutory Auditors, in particular withno Wendel SE representatives present, and ensuring they remain
independent. The Audit, Risk and Compliance Committee’s tasks
are described in detail in section 2.1.2.1 of this document.

The governance structure encourages transparency and traceability
in decision-making. It requires strong involvement of the managerof each functional area, who must take ownership of the Company’s
policies and procedures, help implement them and ensure they arefollowed, and supplement them when needed.

The Governance and Sustainable Development Committee
proposes to the Supervisory Board changes to its composition, theterms under which Executive Board members are to becompensated and those for allocating stock options or
performance shares. It sees to it that compensation arrangementsalign the interests of the members of the Executive Board withthose of Wendel. In addition, the Governance and Sustainable
Development Committee proposes the co-investment policy
intended for senior managers to the Supervisory Board. The
Governance and Sustainable Development Committee’s tasks aredescribed in section 2.1.2.2 of this Document.

Persons involved in internal control at Wendel SE
The Supervisory Board and its committees
The Supervisory Board exercises permanent oversight of the
Executive Board’s management of Wendel SE. Throughout theyear, it performs the checks and controls that it deems appropriate
and may request any document that it considers necessary to fulfill
its duties.
The Supervisory Board regularly reviews the main risks to which theGroup is exposed. It does so within the framework of its meetings,
and in particular: when it examines the quarterly management reports preparedby the Executive Board on the economic and financial conditionof each subsidiary or investment (business trends, margins andfinancial debt), as well as all events that could have a significant
impact on the Group; and as part of investment projects: the Executive Board explains to
the Supervisory Board how the projects will be implemented,
the risks and opportunities connected with each investment,
based on various assumptions, as well as current and projectedresources to protect against identified risks. The Supervisory
Board’s prior approval is required for all acquisition anddisposal projects of more than €100 million or any decision
requiring a significant long-term commitment on the part of
Wendel or its subsidiaries.
In addition, the Executive Board regularly updates the Supervisory
Board on changes in Wendel’s net asset value (NAV), indebtedness
and liquidity.
In accordance with Article L. 823-19 of the French Commercial
Code, the Supervisory Board’s Audit, Risk and Compliance
Committee is responsible for ascertaining the quality and reliabilityof financial statements and other published financial information,
tracking the effectiveness of risk management and internal control

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To accomplish its tasks, the Supervisory Board and its committees
may call upon external experts, when they deem it necessary.
The Supervisory Board and its committees discuss their operating
methods every year, as described in section 2.1.1.5 of thisDocument.
The by-laws and legal provisions governing the transactions forwhich the Supervisory Board’s prior consent is necessary, as well as
the thresholds set by the Supervisory Board regarding divestments,
the sale of real estate, and the granting of endorsements andguarantees requiring the Supervisory Board’s approval aredescribed in section 2.1.7 of this document. These rules are part ofthe internal control process. The division of roles between the
Supervisory and Executive Board is specified in the same section.
The operating rules of the Supervisory Board and its committees(derived from the law, the by-laws and the Afep-Medef Code) are
set out in the Supervisory Board's internal regulations and aredescribed in detail in section 2.1.1. These internal regulations are
periodically reviewed in order to adapt them to both the legislation
in force and to changes in legislation and governance practices.

Executive Board and its committees
The Executive Board has two members. In 2021 it met 30 times(generally once every two weeks and as often as required by
Wendel’s interests)). Its decisions are made collegially. Executive
Vice-Presidents and the Executive Board Secretary are invited tojoin the meetings of the Executive Board in order to contribute to
the discussions.

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Risk management and internal control systems

The Executive Board has organized Wendel’s SE procedures by
setting up five committees: an Investment and Development Committee, which includes the
Executive Board members and Executive Vice-Presidents, theManaging Directors of the Investment Team, and the Director of
Wendel Luxembourg. It meets once every two weeks(41 meetings in 2021) to monitor the subsidiaries efficiently andidentify and issue recommendations on potential investments ordivestments Wendel undertakes. The Wendel Lab’s investment
transactions are examined by delegation by an ad hoc
sub-committee;

 a Management Committee, which includes the Executive Board
members and Executive Vice-Presidents and the main
operational managers, and which is in charge of running the
day-to-day business of Wendel and monitoring its holding
companies. It usually meets at least twice a month but in 2021,
the frequency of its meetings has been augmented during
lockdowns and when working from home was made mandatory(37 meetings in 2021);

 a

Coordination Committee, which comprises all senior
executives of Wendel and its advisory companies, including
members of the above two committees. It takes stock ofWendel’s position and the initiatives to be undertaken, and it
reports on any difficulties or risks encountered. This committee
meets at least once a month (21 meetings in 2021);

 an Ethics Committee, which was created in 2017 and comprises
the Executive Board members, Chief Financial Officer, andEthics Officer. It is responsible for identifying information as
insider information and deciding how it should be handled. This
committee was set up as part of efforts to comply with the EU’s
market abuse regulation. Its composition and duties are set forthin an internal procedure for identifying insider information. This
committee meets on an as-needed basis.

 an ESG Steering Committee which was strengthened in 2020 aspart of the ramping up of Wendel’s ESG strategy. Its members
represent the Company’s different business and support
divisions: Internal Audit department, General Secretariat,
Communications and Sustainable Development department,
Finance department, Human Resources department. This
Committee meets every six weeks to carry out in-depth
monitoring of the Group’s ESG ratings, new programs, andprogress made on rolling out the ESG roadmap for 2023.
The Executive Board’s monitoring of various risks to the Group isdescribed below in the section titled “Periodic assessments of mainrisks.”

Holding companies, investment companies
and directly-controlled advisory companies

3

Operating subsidiaries (portfolio companies)
Each operating subsidiary enjoys full management autonomy with a
Board of Directors comprising experienced personalities, andreports periodically to Wendel SE periodically on operational andfinancial matters. Wendel also takes part in the Corporate
governance bodies of its subsidiaries and thus ensures that internal
control and risk management procedures are properly applied ineach of them.

Internal audit
Wendel SE created a Group Internal Audit department in 2016.
This department is responsible for evaluating the internal control
and risk management systems of Wendel SE, its holding,investment, and foreign offices, and its operating subsidiaries(portfolio companies), as well as for regularly checking thosesystems and making recommendations for improving them. It isalso responsible for promoting continuous improvement efforts forinternal control and risk management systems.
The Group Internal Audit department helps train and inform
internal control managers but is not directly involved in theimplementation and day-to-day functioning of internal control andrisk management systems. Reporting to the Executive Board andthe Audit, Risk and Compliance Committee, the department
provides support to senior management that is independent of theoperations and functions that it reviews. The team, composed of
2 audit professionals, is now in charge of Internal Audit and Internal
Control activities and participates in the Risk Management process.

Internal control environment
Reporting information within the framework of decisionand control processes
The Supervisory Board and Audit, Risk and Compliance Committee
are regularly provided with necessary information on businessmatters, strategic planning, and the risks to which Wendel and its
Portfolio companies are exposed, within the framework of theregular meetings described in the section titled “Persons involved
in internal control at Wendel” relating to the Supervisory Board andits committees.
Because Wendel’s five Management Committees meet often, theExecutive Board can organize appropriate dissemination of
information within the Company. Consequently, the Executive
Board and each department head can make decisions based on all
the relevant information in Wendel’s possession on its organization,
strategic planning, financial position, and the business activities of
its subsidiaries.

The governing bodies of the Group’s holding companies,
investment vehicles and advisory companies are directly or
indirectly controlled by Wendel SE, making it possible to apply therisk management and internal control principles described in thisreport to them.

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Dissemination of information on Wendel’s organizationand its employees’ responsibilities

 a video-surveillance system has been implemented and security
guards are assigned to the building at all times, securing allbuilding access.

Wendel aims to clearly identified responsibilities for organizing,
preparing and reporting information. Several procedures help
ensure this:Compliance with laws and regulations
and with ethical rules

 theCompliance with laws and regulations

 the dissemination of procedures and rules to all personnel –The Legal, Human Resources, Sustainable Development andCommunication, and Tax departments, along with the General
Secretariat, address compliance with the laws and regulations in
the countries where Wendel and its holding, investment, andadvisory companies are located. They monitor the legal and tax
environment, so as to stay on top of changes in laws andregulations that might be applicable to them.

Executive Board convenes meetings of all Wendel
employees whenever necessary, in addition to the Committee
Meetings mentioned above and internal Team Meetings.
Similarly, Group reflection and motivation seminars involving
some or all employees are held to take stock of Wendel’s
position and its environment, and to encourage each person toexpress his or her expectations about Wendel’s operations;such as expense commitment procedures, the Market
Confidentiality and Ethics Code (see below), the Ethics Code(see below), policies to fight money-laundering and corruption(see below), the Whistleblowing procedure and the IT System
charter – helps each employee to comply with the internal
control procedures established by the Executive Board. The
Group has drafted a finance and business administration
procedure for its advisory companies to communicate theWendel internal controls requirements; and an intranet is operational at Wendel: it serves to share useful
information with all Wendel’s employees about Group eventsand organization. Among other things, the intranet includes afunctional and hierarchical organization chart as well as thecalendar of blackout periods.

Protection of confidential information
Wendel endeavor to preserve the utmost confidentiality whensharing sensitive information:

 the Market Confidentiality and Ethics Code is presented to all
employees and is part of the internal regulations. It applies to all
employees in France and abroad, and to members of the
Executive and Supervisory Boards;

 IT access and security are managed centrally by the IT function.
Each workstation can be accessed only by the employee towhom it is assigned. Session access is controlled by a login andpassword combination. The access rights of each employee arelimited to his or her responsibilities or department. In 2020,
Wendel increased its focus on IT security and awareness of its
employees on Cyber security to take into account the increased
reliance on remote working; in order to comply with the EU’s 2018 General Data Protection
Regulation (regulation 2016/679), a Data Protection Officer(DPO) was appointed. All employees of Wendel SE, its holding
companies and its foreign offices also attended a dedicatede-learning training on data privacy. In 2021, Wendel further
updated and refined its GDPR related processes in order tokeep abreast of and apply any changes to regulations; and168  - Universal registration document 2021

Market Confidentiality and Ethics
The Market Confidentiality and Ethics Code is part of Wendel SE
internal regulations and applies to employees of Wendel and its
international offices, and to members of the Executive andSupervisory Boards.
This Code explains the rules of confidentiality for persons who arein possession of confidential or privileged information. It explains
the obligation to abstain from stock-market transactions when inpossession of privileged information and during blackout periods.
Blackout periods are defined as extending from 30 days before
until one day after the publication of annual and semi-annual
earnings, as well as from 15 days before until one day after the
publication of quarterly financial data and the NAV.
The Code defines illegal insider trading, misinformation and shareprice manipulation, and explains the applicable legal sanctions. It
also sets up a number of measures for preventing such infractions.
The Code also includes the provisions applicable to stock options
and bonus shares and details the AMF disclosure obligations
incumbent on executives and persons affiliated with them.
In addition to legal and regulatory obligations in this area, theCode includes certain more restrictive provisions in the interest oftransparency and prudence. Specifically, it requires Executive andSupervisory Board members, employees and their relatives toregister their Wendel shares and restricts transactions onderivatives or speculative transactions. The Code also defines
conflict-of-interest situations. The Group Ethics Officer monitors
adherence to the Code. The Code forbids employees andexecutives from holding, buying or selling shares of listed Groupsubsidiaries or associates at any time, except for shares that theBoard members of those companies must own, or
dividends-in-kind paid to them in the form of shares of Wendel’s
subsidiaries or associates.

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Risk management and internal control systems

Pursuant to EU Regulation 596/2014 of April 16, 2014 on market
abuse, and as part of its effort to prevent illegal insider activity,
Wendel draws up a list of insiders every time sensitive information
emerges that will not be published immediately. These lists are
made available to the AMF, which can request to see them. They
are kept for at least five years after they are created or after theirlast update. The Compliance Officer is in charge of creating andupdating the lists. Specific compliance rules applicable to themembers of the Executive and Supervisory Boards are detailed in
section 2.1.8.
Code of Ethics
The Executive Board of Wendel SE adopted a Code of Ethics inMarch 2015. This Code embodies the values of the Company andits employees and supplies the frame of reference for Wendel’s SErole as a long-term investor. It applies to all employees andexecutives of the Company in all its offices, as well as to its holding
companies. Wendel encourages the companies in which it invests
to adopt similar standards.
The main issues covered by the Code are: antimoney laundering
measures, compliance with economic sanctions, bribery
prevention, fair competition, workplace equality, occupational
health and safety, personal data protection, the preservation ofoperating resources, and being a responsible corporate citizen.
Compliance with the provisions of the Ethics charter is the
responsibility of the Secretary General of Wendel SE.
In 2021, the Code was updated to reflects changes in legislationand implementation of improved controls measures.
Antimoney-laundering and anti-corruption policies
Wendel has adopted a Group-wide antimoney-laundering policy,
communicated to all employees, that specifies its procedures forpreventing money laundering and managing the associated risks.
Starting in 2018, all employees of Wendel Luxembourg S.A. and its
subsidiaries follow an e-learning module to keep abreast ofchanges in regulation in Luxembourg (circular 18/698).
Wendel SE has introduced several initiatives to comply with the
new requirements under France’s Sapin 2 law on transparency,
combating bribery, and modernizing the economy, which went into
effect on June 1, 2017. The Group deployed processes around the
8 pillars of Sapin 2 and regularly follows up on the implementationsof these requirements in its Portfolio companies using the AFA’s(Agence Française Anticorruption) published Guidelines andquestionnaire. All Wendel SE employees follow annually a specifictraining on the prevention of bribery. Throughout 2021, Wendel
updated its processes, upgraded the online platform supportingthem and followed their implementation.

3

Human resources policy
Wendel’s human resources policy is designed to make sure theCompany has employees with the skills and knowledge necessary
to carry out their duties and help the Group reach its current andfuture objectives. Wendel’s employees are aware of their
responsibilities and limits and are informed of and comply with theCompany’s rules. The attention paid to the fight against harassment
and discrimination and the promotion of gender equality
contributes to the implementation of a working environment
conducive to the development of employees.
Wendel conducts formal, annual performance reviews, throughwhich it regularly examines the contribution of each employee, thescope of their position and the resources given to them for meeting
their objectives. This information is centralized by the Human
Resources department and can, where necessary, lead torecommendations for training, in order to allow all employees toimprove their respective skillsets. Starting in 2019, Wendel
conducts the performance reviews using a 360°feedback exercise
to measure the contribution of each person and identify
improvement opportunities more globally.

Information systems
The Company’s IT systems are tailored to its current objectives andhave been designed to support its future objectives. The systems’
hardware and software employ security mechanisms for protecting
the data they store (access protection, backup procedures).
Wendel has decided to use cloud-based systems and a global
solution (Microsoft Office 365) to maximize data security. As part ofefforts to enhance data security and automate internal controls,
Wendel deployed in 2020 an ambitious program for the roll-out ofa integrated Finance and HR ERP using the Workday platform.
Additionally, it improved, with the help of an external provider, its
IT security in order to consolidate its strengths and readinessagainst cybersecurity attacks. Increased reliance on remote work, ina particular sanitary context, also made necessary Cyber security
dedicated employee awareness campaigns. The addition of an
outsourced CISO (Chief Information Security Officer) and SOC(Security Operations Center) further contributed to theimprovement of IT systems. Efforts continued throughout 2021
with, among other things, penetration testing conducted by aspecialized firm.

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WendelNote 17-1 to the consolidated financial statements as at
December 31, 2021 and section 3.1 detail the main risks Wendel
encounters, owing to its businesses and the way it is organized, andhow those risks are covered.
Wendel SE and its governing bodies are organized in such a way as
to allow for active risk management and internal control. The
Executive Board assigns and distributes risk monitoring
responsibilities to various departments of Wendel SE in thefollowing ways:

 the Investment Team is in charge of monitoring subsidiary
performance on a monthly basis, the operational risks specific toeach equity investment and the acquisition and divestment
process. It is also responsible for valuation risk on Wendel’sassets with the support of the Finance department. In 2021,
increased focus was made on improving Wendel and its
Portfolio companies’ financial performance after it was impacted
in 2020 by the Covid-19 pandemic and its effects on the global
economy; the Executive Board and the Investment Team also review thatthe management team of each subsidiary and associatedcompany is organized in such a way as to manage its risks
properly and achieve its objectives; and the Finance department monitors Wendel’s SE financial risks(financial leverage, liquidity, interest rates, foreign exchange),
cash management, and the quality of Wendel’s SE financial
counterparties, accounting regulations, the production offinancial statements, the calculation of NAV, earnings forecasts,
the estimates needed to prepare the financial statements andcalculate NAV (together with other Wendel departments if
necessary), and transaction security. Key indicators (changes in
NAV, financial leverage, current and projected cash levels, andexposure to interest rates and exchange rates) are reviewed
regularly so that the Executive Board can take measures insofar
as possible to adjust Wendel’s exposure to these risks if deemednecessary;

170  - Universal registration document 2021

 theGroup Internal Audit department is responsible for
evaluating the internal control and risk management proceduresof Wendel SE, its holdings and foreign offices, and its operating
subsidiaries (portfolio companies); the Legal department is responsible for Wendel’s legal security
and reviewing that Wendel’s SE transactions (financing,acquisitions, divestments, etc.) comply with all applicable laws
and regulations and that the corresponding contracts are legallyvalid. More generally, the department is responsible for theproper execution of all transactions that Wendel undertakes as along-term investor;

 theGeneral Secretariat is responsible for ensuring that
Wendel SE and its holding companies adhere to company law
and laws governing market trading and Corporate governance,
and to regulations on compliance, ethics, disputes and litigation,
data protection; it is also in charge of general liability insurance
for corporate officers, professional liability insurance, andintellectual property;

 the Tax department monitors tax regulations, ensures that
Wendel’s SE obligations vis-à-vis the tax authority are handledproperly and guards against tax risks;

 the Sustainable Development and Communications department
seeks to preserve Wendel’s image and reputation and to stayabreast of environmental, social and governance (ESG)
obligations;

 the Financial Communication department makes sure that thefinancial information communicated to investors and analysts isof high quality; the IT department is in charge of the prevention of IT risks(intrusion, data security and storage, business continuity, etc.) at
Wendel SE, its holdings companies and foreign offices level;

 the Human Resources department is in charge of managing
human resources risks; and the international offices in Luxembourg, New York, provide theGroup with business and investment advice for their respective
regions.

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Risk management and internal control systems

To the extent necessary, each department may be assisted by outside
experts (lawyers, bankers, brokers, Auditors, consultants, etc.) withapproval of the Executive Board.
The Executive Board oversees the monitoring of risk and, together
with each department, decides on the procedures that will be used
to cover them. This takes place in Management Committee andExecutive Board Meetings as described in the section onorganization.
As indicated in the section on organization, the Executive Board
discusses the main risks that could significantly impact the value of
Wendel’s assets with the Supervisory Board, whenever required
and as part of the quarterly business report.
In addition, in accordance with Article L. 823-19 of the French
Commercial Code, incorporated into the Supervisory Board’s
internal regulations, the Audit, Risk and Compliance Committee is
responsible for monitoring the effectiveness of the Company’s
internal control and risk management systems. A map of the risks towhich Wendel is exposed is prepared by Wendel’s various
departments, validated by the Executive Board and presented to
the Audit, Risk and Compliance Committee. This map relates
primarily to the risks borne by Wendel and its holding companies. It
is reviewed on a yearly basis.

3

Portfolio companies
Portfolio companies manage their own risks, particularly
operational risks, and take the necessary steps to understand andmonitor them. It is for them to determine the action plans to be
implemented each year depending on the evolution of the mostcritical risks.
Nevertheless, Wendel’s SE presence in the governing bodies of its
portfolio companies allows it to verify that major risks are actively
monitored.
Wendel SE also draws on its Internal Audit department as well as
those of its portfolio companies (when they have them), and on
portfolio companies’ risk reports to assess their main risks andinternal control procedures.
Wendel also takes into account the conclusions of the Statutory
Auditors of its portfolio companies. To improve communication,
they are often part of the same networks as Wendel’s SE Statutory
Auditors.

For certain principal risks identified in the mapping – i.e. those
whose occurrence and/or intensity are considered the highest – adetailed analysis is formalized by the departments involved. This
analysis is presented to the Audit, Risk and Compliance Committee.
In addition, the Audit, Risk and Compliance Committee examines
risk management at certain subsidiaries and associated companies.
The Chairwoman of the Audit, Risk and Compliance Committee
presents a summary of its findings to the Supervisory Board.

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Risk management and internal control systems ;;=:;=4,?049?0=9,7.:9?=:7;=:.0>>0>
Wendel SE has set up processes to ensure that relevant, reliable
information is communicated in a timely manner to all necessary
employees so that they can perform their duties.

Operational and functional control activities
Investments and divestments
The Investment and Development Committee meets regularly to
examine progress made on planned acquisitions and divestments
and to explore new opportunities. The Executive Board selects ateam comprising people with the requisite expertise to review each
opportunity. A senior member of the team acts as coordinator andis responsible for the investment/divestment recommendation.
Once the analysis has been finalized, and the latter has been
approved by the Board of Directors of Wendel Luxembourg andthe Executive Board, and if applicable, by the Supervisory Board if
the by-laws so require, the investment decision is made by theconcerned companies. The presentation of the opportunity
includes an analysis of the impact of the transaction on Wendel’s SE
financial position and net asset value under various favorable andunfavorable assumptions, as well as an assessment of the identified
risks and opportunities. The team in charge of the transaction isthen responsible for executing it, with the help of the Finance,
Legal, and Tax departments, and that of top-level banks, strategy
consultants, legal firms, and Auditors, to the extent necessary.
Liability guarantees granted or received are presented to the Audit,
Risk and Compliance Committee and to the Supervisory Board.

Monitoring investments
Monitoring the existing portfolio involves: a monthly operational report from each portfolio company
presenting trends in sales, profitability and financial debt, as well
as non-financial indicators. These indicators are compared withprevious periods and with budgeted figures. For somesubsidiaries, short-term cash management and projection tools
have also been implemented;

 quarterly business reviews for each portfolio company in whichsome corporate functions join the investment teams and the
Executive Board to review business performance and othertransversal topics (including ESG);

172  - Universal registration document 2021

 regular work sessions with the managers of each portfolio
company. The agenda for these meetings includes, in addition
to a review of the business, an in-depth analysis of one or more
important topics (procurement policy, optimization of businessassets, research and development, analysis of the position ofmajor subsidiaries, organization of internal control, coverage offinancial risks, etc.);

 an annual Budget Meeting with each portfolio company,
updated at additional meetings when new projections become
available; and numerous discussions or meetings organized with members ofthe management of each portfolio company, if required.
The members of the Investment and Development Committee
present a summary of their work monitoring the portfolio
companies for which they are responsible and makerecommendations in the event significant decisions concerningthese investments need to be made. Moreover, in order tostrengthen dialogue with the subsidiaries and better understandtheir operating environment and the concerns of their respective
management teams, Wendel SE is systematically represented on
the governing bodies of the subsidiaries and, in particular, on their
Audit Committees. This presence on the governing bodies of theportfolio companies gives Wendel SE and its representatives
insight into whether risk management and internal control
procedures are functioning properly.
Wendel SE Supervisory Board is kept regularly informed of trends
in the economic and financial situation of the companies in its
portfolio at the numerous meetings described in the section titled“An appropriate organization with clearly-defined responsibilities
and powers.”
Senior executives of most portfolio companies are chosen inagreement with Wendel SE. In addition, Wendel SE representatives
take part in the governing bodies of each portfolio company,
enabling it to closely monitor the compensation of their principal
executives and ensure its incentive character. Wendel SE also
thereby aims to align the interests of the executives with those of
the company they manage.

$4>6,.?:=>
Risk management and internal control systems

3

 expenditures are subject to a formal authorization procedure.

Monitoring Wendel’s financial position
Internal control procedures are designed to provide ongoingreasonable assurance that financial transactions are carried out
under secure conditions and in accordance with objectives:

 trends in NAV, in financial leverage and in bank covenantcompliance are regularly monitored; Wendel SE has been rated by Standard & Poor’s since
September 2002 and since September 2018 by Moody’s; the Executive Board regularly monitors the indebtedness,
liquidity position and cash projections presented by the Chief
Financial Officer and regularly presents the debt and liquidity
positions to the Supervisory Board; the Executive Board reviews the monthly reporting of the cash
position and cash investments of Wendel SE and its holding
companies; Wendel SE and its holding companies have a budget processwith formal procedures and responsibilities, including budget
tracking.
The procedures for preparing financial statements and the financial
information communicated outside the Group are detailed in thesection titled “Control activities to ensure reliable accounting andfinancial information.”

Arranging financing
Financing terms and their implementation are approved by the
Executive Board after an in-depth review of various solutions andan analysis of Wendel’s SE financial situation prepared by the Chief
Financial Officer. After the Legal department reviews the related
contracts and legal documentation, financing transactions are
executed under delegations of power and/or signature authority
given by the Executive Board Chairman to the Chief Financial
Officer, the Director of Legal Affairs, or a member of theManagement Committee. Depending on the transaction amounts
and characteristics, the by-laws require bond issues or new loans to
be authorized by the Supervisory Board.
Exposure to interest rates and exchange rates is analyzed regularly
by the Chief Financial Officer. The Executive Board decides
whether or not to adjust interest-rate and exchange-rate exposure,and if necessary, appropriate financial instruments are put in place.

Procedures for preventing fraud and monitoring
commitments and expenditure
The procedures for authorizing expenditure commitments at
Wendel SE, its holding companies and foreign offices cover all ofWendel’s commitments as well as the signatures needed for banktransactions (via delegated signature authority):

Depending on the amount, they must be authorized by theManagement Committee member in charge of the expenditure,by an Executive Board member, and/or by the Executive Board
Chairman. Funding requests are compared with the budget, andinvoices are approved after comparison with funding requests;and only the Finance department can issue checks and transfer
orders, backed up by supporting documentation, and it informs
the Chairman of the Executive Board when the amount exceeds
a certain threshold.
IT tools used in order to improve visibility on its commitments andbetter manage and track expenditures have been migrated in 2020
into the Finance ERP.
For the Group’s foreign offices, the Chief Financial Officer has
issued in 2018 a procedure for managing their finances andbusiness administration. The Audit department carries out a formal
audit of Wendel’s foreign offices at least every 2 years to make surethey adhere to the Group’s internal control policy.

Preservation of IT data integrity
In order to prevent the risks of abuse of and intrusion into
computers and IT systems, the IT department is in charge ofdeveloping initiatives on data conservation and storage systems.
In 2021, continued efforts were focused on improving data security
and cybersecurity. More specifically, Wendel continued to
implement its IT strategy, increasingly relying on SAAS (Software As
A Service) IT solutions. IT security monitoring started in 2020 with
the implementation of a outsourced Security Operations Center(SOC) was also extended in 2021. Regular penetration testings arealso conducted to measure the robustness and resilience of IT
systems.

Control activities to ensure reliable accounting
and financial information
The risks related to the preparation of Wendel’s accounting andfinancial information mainly include the risk of error, risks inherent
to the use of estimates (see notes 1.7 and 1.8 to the consolidated
financial statements as at December 31, 2021), and risks arisingfrom the valuations used to calculate NAV.
The internal control procedures designed to ensure that the annual(parent company and consolidated) and semi-annual financial
statements present a true and fair view of the results of operations
as well as Wendel’s financial position and assets are as follows: estimates are submitted by several service providers. They arenegotiated under the supervision of theCommittee member or members in charge;

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Risk management and internal control systems

Procedures for the preparation and consolidationof the financial statements
Wendel SE applies International Financial reporting Standards(IFRS) for its consolidated financial statements. The principal rules
applicable are described in the annual financial report and are
distributed to subsidiaries as part of the process for reporting andfor preparing the financial statements. Because of the diversity ofthe subsidiaries’ activities, Wendel SE leaves it up to eachsubsidiary to propose the accounting processes appropriate for its
business. The Finance department and the head of consolidation at
Wendel look at uniformity of treatment within the Group, inparticular by examining accounting principles in the financial
statements of each subsidiary.
In addition, Wendel’s Finance department oversees the proper
reporting of full accounting and financial information from thesubsidiaries to Wendel using the following procedures:

 in coordination with the Finance department of each subsidiary,a schedule is set for the submission of financial statements withthe supplementary information required for preparing Wendel’s
consolidated financial statements;

 Wendel’s SE CFO or his staff meet with the Finance departmentof each subsidiary to prepare the closing and to review thehighlights of the period as well as any significant or exceptionaltransactions; and accounting information from subsidiaries is reviewed in detailand consistency checked with the financial informationcompiled by the investment team from subsidiaries’ monthly
activity reports.
The Chief Financial Officer is a member of the Management
Committee and the Coordination Committee, which enables him toreview significant events likely to have an impact on the Group’s
consolidated financial statements, the parent company financial
statements, or on the financial statements of holding companies.
The Chief Financial Officer reports directly to the Executive Boardand is thus fully independent of other Wendel departments.

Procedures for auditing of the financial statements
At the controlled subsidiary level: to secure better upward reporting to Wendel’s Statutory
Auditors, the Group engages the same auditing firms for all
subsidiaries, to the extent possible. Selection criteria for the
Statutory Auditors includes their ability to audit all directly- andindirectly-held subsidiaries throughout the world and to obtain
audit results and any observed anomalies from the subsidiaries’
Statutory Auditors;

 a representative of the Finance department attends end-of-audit
or Audit Committee Meetings of subsidiaries under exclusive
control and receives details of audit and internal control
observations raised by the subsidiaries’ Auditors during thecourse of their audit;

174  - Universal registration document 2021

 one or more representatives of Wendel SE attend Board of
Directors/Supervisory Board Meetings and/or Audit Committee
Meetings of portfolio companies.
At the Wendel SE level:

 the Group CFO is responsible for accounting policies andcompliance with accounting rules. If required, he has theauthority to commission audits and informs the Executive Boardof the results of any such audits. He regularly holds pre-closing
meetings with the Statutory Auditors to follow-up on issues
raised in previous financial periods and to explain how they
were resolved. He also discusses transactions carried out during
the financial period in question and the planned accounting
treatment; the Executive Board is in regular contact with the Chief Financial
Officer during the preparation of the financial statements. In
particular, it is informed of the financial and accounting impactof any significant event, as well as estimates and judgments thathave a significant impact on the financial statements. The
Statutory Auditors and the Executive Board meet when subjects
arise whose accounting interpretation is complex or whose
impact on the financial statements is significant. The Chief
Financial Officer also reviews all of Wendel’s financial
communication and is informed of any subject that is likely tohave an impact on it; and the Audit, Risk and Compliance Committee’s remit, mode ofoperation and activity during the fiscal year are presented indetail in section 2.1.2.1. The committee can decide to seek
independent expert advice to confirm its views on the Wendel’s
financial position. It also interviews the Statutory Auditors
regularly to solicit their opinion about the reliability of the parent
company and consolidated financial statements. Finally, theAudit Committee ensures that accounting methods are appliedconsistently from one year to the next, or that any changes toaccounting methods are well founded.

Procedures for calculating NAV
NAV is calculated by the Finance department and finalized by the
Executive Board under the procedure described in section 5.3. The
Statutory Auditors verify that the methodology used for calculating
NAV complies with the Group’s methodology and confirm
consistency with accounting data. NAV calculation and evolution
are presented and discussed in Audit, Risk and Compliance
Committee Meetings before presentation to the Supervisory Boardand publication.

Internal control procedures related
to financial information
Once the parent company and consolidated statements have been
finalized and net asset value calculated, the Audit, Risk andCompliance Committee is asked to issue an opinion on thisinformation before it is submitted to the Supervisory Board. These
documents are also submitted to the Statutory Auditors for review(who also audit Wendel’s full-year parent company andconsolidated financial statements).

$4>6,.?:=>
Risk management and internal control systems

3 $0A40B:1?3049?0=9,7.:9?=:7>D>?08
The processes implemented at Wendel allow the Company toregularly verify their effectiveness and take steps necessary to
improve them.
In addition to the controls carried out by all managers, internal
controls are reviewed from two complementary perspectives:

Wendel Group completes the questionnaire once a year anddistributes it to its principal, fully-consolidated portfolio companies.
Since 2019, deployment is made through an online platform forbetter efficiency, and improved traceability and follow-up of actionplans.
The questionnaire has two parts:

Audit of internal control practices
This audit includes checks of the internal control system and helps
with risk management at entities in the scope of consolidation.

 Entity-Level Controls (General principles of risk management
and internal control) such as governance and ethics principles,organization and procedures, internal control and audit
oversight…; and Process level controls both operational and related to the

A comprehensive review of the internal
control system is carried out using detailed
self-evaluation questionnaires.
Since 2007, Wendel SE has carried out a number of reviews relating
to internal control, relying on the framework set down by the AMF
in its January 21, 2007 recommendation and on its application
guide updated in July 2010.
The reviews are based on a self-evaluation questionnaire that has
extensively updated in 2019 to better adapt it to Wendel Group’s
specific features and activities, i.e. by identifying the specific areasof risk, such as financial risks.

preparation of accounting and financial information, such as, forexample, purchase to pay and inventories, human resourcesmanagement, order to cash, Financial Statement Closing
process and Consolidation,or the organization and security of IT
systems.
Wendel SE Internal Audit reviews responses through on site visits ofportfolio companies. The Audit Committees of subsidiaries subject
to controls also examine and analyze the replies given in thequestionnaires. The data gathered make it possible to prepare andtrack improvement plans for the control points that require it. The
findings of the questionnaires are communicated each year to
Wendel’s Audit, Risk and Compliance Committee.

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Risk management and internal control systems

.340A0809?>49

The application of procedures implemented in previous years wasreviewed and improved in 2021 where necessary.

To raise awareness on harassment and discrimination issues,
dedicated training was also provided to all Wendel employees.

In 2021, Wendel continued to follow-up on outstanding action
items on compliance related matters in the context of Sapin 2 andGDPR, more specifically it conducted audits of these compliance
processes and further refined action plans as necessary. In thecontrolled portfolio companies subjected to Sapin 2, Wendel
monitored progress through Audit, Risk and Compliance
Committee Meetings.

The process for internal controls evaluation at Wendel and in its
portfolio companies had been redesigned in 2019, making 2021 a
year of consolidation of the framework in the latest acquired
portfolio company.

Dedicated training sessions organized for all employees to raiseawareness and keep them informed of the compliance rules that
apply to Wendel and its employees have been conducted on anannual basis since 2019. Special attention was paid in 2021 toraising awareness of good practices in terms of compliance with
GDPR.
Process standardization on the Finance and Human Resources ERP,
initiated in 2020, continued in 2021 to be an important factor
contributing to process improvement, transparency in operations
and related transactions. When it comes to HR processes inparticular, automation of administrative tasks helped, amongst
other things, facilitate the induction of new recruits at Wendel in
2021.

176  - Universal registration document 2021

Finally, in a sanitary context, which saw remote work becoming thenorm, projects started in 2019 to reinforce IT governance andsecurity were accelerated. Raising employee awareness on Cyber
security issues and reinforcing IT security globally became a strong
focus with the realization od phishing simulations and the
expansion of dedicated Security Operations Center (SOC)
operations to 24/7. The same focus was applying with increased
attention in the controlled portfolio companies, notably withregular reviews of their progress.

4
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4.1.1

4.1.2
4.1.3
4.1.4
4.1.5
4.1.6
4.1.7
4.1.8
4.1.9
4.1.10Extra-Financial
Performance Declaration:
reporting methodology
Organization of ESG governance
Sustaining dialogue withstakeholders
EFPD requirements
Duty of care
Highlights of Wendel’s ESG
commitment in 2021-2022
Wendel Group’s ESG strategy
Climate Plan
European Green Taxonomy
Wendel’s 2023 ESG roadmap:
fostering excellence andcommitment





179
182
183
184
187
188
191
217
221

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4.2.1
4.2.2
4.2.3
4.2.4



Bureau Veritas
Constantia Flexibles
Crisis Prevention Institute
Stahl

232
242
277
294

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178  - Universal registration document 2021

C?=,49,9.4,791:=8,?4:9
Wendel4 )09/07
 C?=,49,9.4,7#0=1:=8,9.0F0.7,=,?4:9
=0;:=?492F80?3:/:7:2DIn the context of Decree No. 2017-1265 of August 9, 2017transposing Directive 2014/95/EU of October 22, 2014 setting out
the rules relating to the publication of extra-financial information in
the management report provided for in Article L. 225-100 of theFrench Commercial Code, Wendel has produced the Extra-financial
Performance Declaration (EFPD) presented in the following pages
for the 2021 fiscal year.

Companies subject to this reporting exercise must publish thefollowing information:

 an overview of the business model;
 a description of the main risks related to the business, coveringsocial and environmental aspects and, where applicable,
respect for human rights and the fight against corruption and tax
evasion, including where relevant and proportionate, the risks
created by the business relationships, products or services; adescription of the policies applied, including, whereapplicable, the due diligence procedures implemented toprevent, identify and mitigate the occurrence of these risks;

 the results of these policies, including key performanceindicators.

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C?=,49,9.4,791:=8,?4:9
WendelBUSINESS MODEL AS OF DECEMBER 31, 2021

MissionValuesResources

Engaging with entrepreneurial
teams to build sustainable leading
companies

Engagement
Excellence
Entrepreneurial spirit

PERMANENTC A P I TA L

Family shareholding

Governance39.3% of share capital held

S U P E R V I S O R Y B O A R D (1)EXECUTIVE BOARD

12 members,
including 6 members of the Wendel
family and 2 employee representatives

2 members appointed
by the Supervisory Board fora 4-year term

40% independent members (2)50% women (3)Audit, Risks andCompliance Committee
Governance andSustainability Committee

COMMITTEESManagement Committee
Investment and Development
Committee
Coordination Committee
ESG Steering Committee(Environment, Social, Governance)by Wendel-Participations andrelated parties(5) (reference family
shareholder)

Employee shareholding

91%

of employees are shareholders
and hold 1.0% of share capital

Individual investors

20.4%of share capital heldby nearly 25,000 individuals

Institutional investors

36.9% of share capital held,in 32 countries

ESG strategy

Treasury shares

EMPOWERING E XCELLENCE& ENGAGEMENTB U I L D I N G S U S TA I N A B L E
C O M PA N I E S

99% of employees trainedin business ethics

100% of controlled companies
have formalized an ESG roadmap

Carbon footprint assessment andactions to reduce carbon footprint

75% of controlled companies
have committed to defining a carbon
emissions reduction objective
approved by the Science Based
Targets Initiative (SBTi)

Signatory of the France Invest
Parity charter
Employee surveys and initiatives topromote quality of life at work
Skills sponsorship program
42% of female managers

54%(4) of the Group’s consolidated
revenues generated via productswith social and/or environmental
added value

Sponsorships
Launch of the Wendel Cares endowment fund in early 2022
Partnership with Insead since 1996, with the creation of the Wendel International
Center for Family EnterpriseFounding sponsor of the Center Pompidou-Metz since 2010

2.4%
Bond investors
accounting forc. €1.6 billion
of loans

H U M A N C A P I TA L

86
employees located in Paris,
Luxembourg and New York57%
of staff are women

42%of investment team members
are womend’investissement(1) The composition of the Supervisory Board is as of 12/31/2021. (2) Percentage excluding members representing employees. Beyond the requirements of the Afep-Medef Code.
(3) Percentage excluding members representing employees; including these members, the percentage rises to 58.3%. Beyond the legal requirements and the Afep-Medef Code.
(4) This ratio is based either on the eligibility ratio of the turnover taxonomy (for Stahl) or on other ratios measuring the contribution to environmental or social objectives other than climate change
mitigation and adaptation (environmental objectives currently covered by the EU taxonomy).

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C?=,49,9.4,791:=8,?4:9
Wendel

Our investments
Wendel invests its capital, generally as a majority
or lead shareholder, in companies that areleaders in their sectors or have the potential
to become leaders. As it supports these companies,
Wendel promotes responsible, sustainablegrowth for the long term.

4

Value createdwith and forstakeholders
Measurement of value creation
Nearly €10 billion of gross assets
Nearly €5 billion in market capitalizationB U R E A U V E R I TA S
Certification and verification services
Since 1995

Net Asset Value (NAV) of €188.1/share on 12/31/2021,
up 20.1% in 2021 and 18.3% when adjusted forthe dividend paid in 2021

C O N S TA N T I A F L E X I B L E S

Overall yield (dividends re-invested) of 9.9% per annum
since 06/13/2002(7)Flexible packaging
Since 2015

Payment of a stable dividend at €3.00/share, up 3.4%,
proposed to the Shareholders’ Meeting on 06/16/2022

CRISIS PREVENTIONI N STIT U TE
Training services
Since 2019

More than €5m distributed to nearly 20 associations
since 2010

Support for companies and value sharing

Telecoms infrastructure
Since 2013

Active and ongoing assistance, discussions on risktaking, sharing of experiences and pooling of financial
and technical expertise

S TA H L

Representation on the companies’ boards of directors
and key committees

Coating layers and surface treatments
for flexible materials
Since 2006

Value sharing at the time of exit with the teams of portfolio
companies, whenever possible

TA R K E T T

Shareholder dialogue

Innovative flooring and sports
surface solutions
Since 2021

Institutional investors: 269 meetings

I H S TO W E RS

Wendel’s Shareholder Advisory Committee: 3 virtual meetings
Letter to shareholders: 2 letters

WENDEL LAB
Investment in innovation
Since 2013

Acquisition completed in 2022
ACAMS
Anti-money laundering and financial
crime training and certification services(6)Other assets(treasury, real estate etc.)

Governance roadshows
Independent lead director

Employee development and value sharing
99% of employees trained over the year
Profit-sharing agreement, Group employee savings plan,collective pension fund
89% of employees were awarded stock options and/or
performance shares
Reimbursement of daycare expenses
Supplemental insurance, contingency benefits(5) In accordance with Article L. 233-10 of the French Commercial Code (Code de commerce), the data include Wendel-Participations SE, its Chairwoman,
Priscilla de Moustier and Société Privée d’Investissement Mobiliers (SPIM). (6) Acquisition finalized on 03/10/2022. (7) The overall yield is as of 12/31/2021.

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C?=,49,9.4,791:=8,?4:9
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Wendel believes that corporate ESG (Environment, Social, andGovernance) issues are a driver of growth and progress for theCompany. Through its long-term action, Wendel encourages its
companies to implement ESG practices. At the same time, it defines
its own ESG policy that is adapted to its role of investor and applied
by a core team of professionals. ESG issues are addressed at alllevels of governance.
The Sustainable Development department established by Wendel
in 2011 coordinates initiatives in this area. It relies on an ESG
Steering Committee set up by the Executive Board in 2012 andstrengthened in 2020 and 2021 as part of the ramping up of
Wendel’s ESG strategy. The Committee is chaired by David
Darmon, member of the Executive Board, and is made up of two of
the Company's Operating Partners and representatives from
Wendel’s different business and support divisions: Internal Audit
department, General Secretariat, Communications and Sustainable
Development department, Financial Communications department,
Human Resources department Operational Resources. It meets
every six weeks to carry out in-depth monitoring of the Group’s
ESG ratings, progress made on rolling out the 2023 ESG roadmap
and those of portfolio companies, as well as changes thereto.

182  - Universal registration document 2021

The Communications and Sustainable Development department
reports to the Executive Board, which regularly discusses ESG
issues during its meetings. The Supervisory Board also carries out
regular monitoring of ESG, both at plenary sessions and within the
Audit, Risks and Compliance Committee and the Governance andSustainable Development Committee. In 2021, the number ofpresentations to the two Board committees increased significantly,
reflecting the sustained importance of the topic. In particular, thefollowing points were addressed:

 at the level of the Audit, Risks and Compliance Committee:
non-financial reporting and monitoring of non-financial ratings,
monitoring of Wendel’s stakeholder expectations in terms oftransparency, monitoring of non-financial performanceindicators;

 at the level of the Governance and Sustainability Committee:
execution of the ESG strategy at Wendel and in the portfolio
companies, definition and assessment of the ESG objectives
used to determine the variable compensation of the Executive
Board and the stock option and performance share plans(criterion related to climate risk management).
The members of the Executive Board and all members of theCoordination Committee (i.e. 23% of Wendel’s workforce) receive a
portion of their variable compensation contingent on theachievement of ESG objectives. In addition to the Coordination
Committee, the teams from all of Wendel’s functional departments
contribute to the deployment of the ESG roadmap for 2023, anddevelop initiatives and approaches that contribute to thesustainability of the Company’s activity. This is evidenced by theCompany’s Code of Ethics, which sets out the Group’scommitments in terms of respect for human rights, environmental
protection, quality working environment and responsible
investment. This Code of Ethics applies to all employees andmanagers of the Company, its holding companies and its sites.

C?=,49,9.4,791:=8,?4:9
Wendel4 %@>?,49492/4,7:2@0B4?3>?,603:7/0=>
Wendel considers as stakeholders all persons or organizations
directly or indirectly involved in the Company’s business. The
Group endeavors to maintain a regular dialog with each of them.
This inclusive approach underpins the Company’s strategy in bothits economic and societal aspects.

Wendel thus establishes a lasting relationship in the interests of all.
The main methods of interaction with these stakeholders are as
follows:

Stakeholder

Dialogue methods

Wendel portfolio companies Attendance and voting at meetings of the Board of Directors
 Strategic and operational support (investment teams, operating

partners, compliance and ESG teams, specialized
consultants, etc.)

Financial community (equity and credit) Analyst conferences and regular press updates on the dayon which annual results are published Annual Investor Day
 Conference calls/webcast for half-year results, first and third

quarter turnover, and other ad hoc strategic events

 Credit, equity, Governance and ESG Roadshows Shareholders’ Meeting Publication of communication materials relating to our business(press releases, brochures, letters to shareholders, website,social media…)
 Shareholder Advisory Committee Perception Studies
Non-executive employees

Surveys on quality of life at work Social dialogue with employee representative bodies(if applicable under local regulations) Organization of dedicated discussion times (e.g. Get to know

your colleagues) and personnel meetings

 Annual 360° assessments
 Corporate seminars

Suppliers and service-providers Third-party assessment process
 Call for tenders or competition for larger service-providers
 Assignment meetings and postmortems

Local non-profits and community organizations

 Philanthropic initiatives via financial donations or skills

sponsorship Organization of team seminars

Trade associations

 Participation in working Groups on the challenges facedby our sector - Universal registration document 2021

183

4

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Wendel #=0<@4=0809?>
At the Wendel level
As part of the development of its first materiality matrix in 2018,
Wendel identified the main extra-financial risks relating to its
business, based on operational risks, interviews with its various
departments, the international SASB reference framework and thereports of extra-financial rating agencies. This risk analysis is
updated annually to ensure its relevance, with collaboration by thedepartments of sustainable development and communication,
human resources, internal audit, finance and the General
Secretariat. In 2021, this risk matrix was changed at the initiative of
the ESG Steering Committee, with increased prioritization of theissue of climate change.

The particular context of 2021, the first year of implementation of
the European environmental taxonomy, as well as the significant
number of questions from investors about the Group’s approach to
taking into account the effects of climate change, prompted
Wendel to consider these as key ESG issues.
The management of climate change is closely monitored by the
Executive Board and the Supervisory Board.
This theme is the subject
paragraph 4.1.8– Climate Plan.

ofadedicated

The main risks that have been identified are those presented in the upper circle of the following matrix:
Issues related
to being an investor

Human resources
issuesEnvironmental
issuesBusiness ethics
and governance issues

SocietalissuesNon-ﬁnancial challenges
within Wendel Groupsubsidiaries
Responsible
investor proceduresCompensation
Business ethics

Issue levels for stakeholders

Independenceof governance bodies
Health and safety of teamsin the context of the COVID-19
health crisis

Mitigatingclimate change

Key people
Combating discriminationand promoting diversity
Sponsorships

Talent acquisition
and retention
Preventing market
abuse / protection of
conﬁdential information

Waste
Internal control
mechanisms

Energyefﬁciency
Water
consumption

Responsible
procurement

Impact on
biodiversity

Soil, air and waterpollution

Personal dataprotection

Tax/Anti-money
laundering policy

Working conditions/
Human rights
Labor dialogue

Issue levels for Wendel (excluding subsidiaries)

184  - Universal registration document 2021

Main EFPD risks

Work-life balance/
Psycho-social risks

chapterinC?=,49,9.4,791:=8,?4:9
WendelIn addition to the most material risks for its business, Wendel has
identified other non-material ESG risks that are also addressed inthis extra-financial performance statement, in order to align it with
the Group’s ESG strategy rolled out in early 2020 (presented in
section 4.1.7).

4

These main risks – as defined by the EFPD – as well as their
mitigation policies-action plans and tracking indicators arepresented in this chapter and are identified in the summary by thefollowing icons:
DPEF

Risk description
Policies and results

The cross-reference table below links the extra-financial information required in the Extra-financial performance declaration (EFPD) with theother parts of the Wendel Universal Registration Document, when they are relevant to the Company’s main risks or policies, in accordancewith Article L. 225-102-1 of the French Commercial Code.
TopicsParagraphBusiness model
Description of the main businesses (business segments Introductory guide and chapter 1
and/or divisions), products or services, including key
figures (volume of activity, headcount, results) bybusiness/division and/or geographical area
Interactions within its subsidiaries/business segments(i.e. customer categories, potential partnerships,
use of subcontracting, competitive positioning,
relations with stakeholders, etc.)

Section 1.2 - Global competitive landscape

Challenges and outlook for the entity and its
Strategic orientations: section 1.3.4
businesses (i.e. market trends, ongoing transformations,sectoral sustainable development issues, etc.)
Information relating to value creationand its distribution among stakeholders

Dividends: section 8.1.2
Supporting and strengthening our commitments to civil society – section 4.1.7.1.2

Vision and objectives of the entity (i.e. values,
strategy, transformation or investment plan)

Section 1.3.4

Main risks related to Wendel’s business
Extra-financial issues within Wendel Group subsidiaries Section 4.1.7.2
and responsible investment procedures
Risks related to the human resources of Wendel teams

Section 4.1.7.1.2 – Promoting employability, inclusion, well-being and commitment
through concrete actions

Risk of non-independence of governance bodies
and control mechanisms

Section 4.1.7.1.1 – Ensuring balanced governance

Risks linked to business ethics

Section 4.1.7.1.1 – Strengthening and preserving the Group’s business ethics

Risks related to climate change

Section 4.1.7.1.1 – Measuring and managing our environmental footprint
Section 4.1.8 - Climate Plan

Other information disclosed by Article L. 225-102-1 of the French Commercial CodeThe social consequences of the business, particularly
with regard to collective agreements and their impact,
the fight against discrimination and the promotionof diversity, societal commitments, disability

Section 4.1.7.1.2

The environmental consequences of the business, inparticular with regard to climate change, the circular
economy, food waste, the fight against food insecurity,
respect for animal welfare and responsible, equitable
and sustainable nutrition

The climate challenges of Wendel’s business are among the main risks facing
the Group. The carbon footprint of the investment holding company is presented
in section 4.1.7.1.1. The carbon footprint of investments is presented in section
4.1.7.2. The risks and opportunities related to climate change are presented in
section 4.1.8
The circular economy approach implemented within the Company is presented
in section 4.1.7.1.1 – Measuring and managing our environmental footprint
Other environmental risks have not been identified as relevant to Wendel’s activity
as an investor (apart from risks related to the activities of controlled companies)

The impact of the business on respect forhuman rights

Promotion of and compliance with the provisions of the ILO fundamental
conventions and with human rights – 4.1.7.1.2
Vigilance plan – 4.1.5

The impact of the business on the fightagainst corruption

Section 4.1.7.1.1 – Strengthening and preserving the Group’s business ethics - Universal registration document 2021

185

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WendelAt the Wendel Group subsidiary level
As of December 31, 2021, Wendel is the majority shareholder of
Bureau Veritas, Constantia Flexibles, Stahl, and CPI. Cromology,
held since 2006, was the subject of a disposal process announced
on October 20, 2021 and finalized in January 2022. Due to thedisposal process initiated at the end of 2021, Cromology is
excluded from this year's non-financial reporting.

In addition, the data on the companies that it controls published in
sections 4.1.7.2 – Wendel, investing for the long term: Building
sustainable businesses, 4.1.8 - Climate Plan and 4.1.9 - European
green taxonomy concerns the fully consolidated subsidiaries(Bureau Veritas, Constantia Flexibles, Stahl and CPI), with the
exception of Cromology, which was sold.

The financial statements of all of these companies are fully
consolidated in the Group’s consolidated financial statements andmust be included in Wendel’s Extra-financial Performance
Declaration and its review by an independent verifier (IV), in
accordance with the provisions of Article L. 225-102-1 of the French
Commercial Code.

Every Group subsidiary and associated company is expected todevelop an ESG policy addressing its specific issues. However, as
part of its ESG roadmap, Wendel encourages the companies
concerned to take into account four priorities: the fight against
climate change, the safety of employees and consumers, gender
parity and the ESG performance of the product offering andservices. Each company has established objectives andimplementation plans adapted to the regulatory environment of
their business segments and their own development strategies.
Group companies operate in very different fields (see section 1.4 –Subsidiaries and affiliates) and are at different stages of maturity inimplementing dedicated ESG policies and indicators. Wendel
therefore does not consider it appropriate to consolidate all theindicators used since, in certain cases, this information would haveno operational significance.

As a result, the same exercise was carried out in each of thecompanies in the consolidated portfolio and was updated for fiscal
year 2021. Wendel, assisted by an external consulting firm,
provided a methodology for identifying and prioritizing the main
extra-financial risks to the companies in the scope in question(excluding Bureau Veritas): Constantia Flexibles, Stahl and CPI. The
results of this work have been validated by the appropriate
governing body of each of these companies and the risk analysis
methodology used was reviewed by an independent third-party.
The main risks are presented for each of the companies that it
controls (section 4.2. – Wendel subsidiaries reviewed by anindependent third party), with the exception of Cromology, which
was sold.
Bureau Veritas, Wendel’s largest controlled company, listed onEuronext Paris and part of the Next 20 index (Compartment A, ISIN
Code, FR0006174348, mnemonic: BVI), publishes its own EFPD,
available in its 2021 Universal Registration Document and subject
to review by an independent third-party. In the section of thischapter about portfolio companies, Wendel publishes a summaryof the extra-financial information from Bureau Veritas.

186  - Universal registration document 2021

However, in order to provide an overall view of the Group’s ESG
performance, Wendel publishes consolidated ESG performanceindicators for each of its four priorities, as well as indicators formonitoring the ESG policies of the companies it controls, whichreflect the Company’s approach as a responsible shareholder

C?=,49,9.4,791:=8,?4:9
Wendel4 @?D:1.,=0
In 2016, in response to the requirements of the law of March 27,
2017 on the Duty of Care, Wendel’s CSR Steering Committee set
up a working Group in 2016 to create a vigilance plan applicable to
the Group companies affected by this regulation. The principal
Group companies affected by the Duty of Care are the following:
Bureau Veritas, Constantia Flexibles, Stahl and CPI.

As Wendel is a holding company made up of a small management
team, its Duty of care largely relates to its controlled companies. In
fiscal year 2021, Wendel nevertheless took the following steps toreinforce its approach to preventing any potential detriment tohuman rights, personal health and safety, and the environment:Withregardtoinformation
publishedpursuantto
Article R. 225-105-1 of the French Commercial Code, a certain
number of tools and procedures had already been implemented
on topics covered by the Duty of care.

This Code of Ethics includes a reminder of Wendel’s strict
compliance with international human rights conventions, andproposes a set of rules and measures to ensure a safer working
environment (respect in the workplace, whistle-blowing
procedure in the event of non-compliance, etc.). This Code isbrought to the attention of all third parties and partners withwhich the Group enters into a transactional relationship. Wendel
requires portfolio companies in which it invests to adopt similar
standards;

As an investment company that acts as a professional shareholder,
Wendel does not take part in the operational management of its
subsidiaries. It ensures that the risks targeted by the Duty of Careregulation are taken into account by the subsidiaries it controls,
however, to the extent they relate to their business. In this context,
the relevant companies completed a questionnaire about their risk
environment with respect to the topics covered by the Duty of Careregulation:

 preventing

violations of human rights and fundamental

freedoms;

 personal health and safety;
 preventing harm to the environment.
On the basis of this questionnaire, vigilance plans were drawn up
by the companies within the relevant scope in accordance withapplicable regulations and are published in this Universal
Registration Document. For the Group’s unlisted controlled
companies, the vigilance plans can be found in the following
chapters:

 Constantia Flexibles (section 4.2.2.7)
 CPI (section 4.2.3.5)
 Stahl (section 4.2.4.7)

 signature of the Code of Ethics by all employees and new hires.

 continued roll-out of remote working in compliance with theregulations applicable to on-site and remote working in the
countries where the Group operates, when local authorities
require such implementation. Wendel’s teams maintain constantdialogue with the management teams of the companies within
its portfolio in order to support and advise them in the
management of the various episodes of the Covid-19 pandemic,so that the best measures are taken to protect employees while
ensuring business continuity;

 reinforcement of the internal Wendel Protect tool in early 2022
through the development of an ESG assessment module, which
evaluates third parties on the basis of sustainability criteria whena threshold amount is exceeded during the year. This moduleaims to select and give preference to third parties who areconcerned about taking environmental and social criteria into
account in their own value chain, for example by setting up a
responsible purchasing charter or obtaining third-party labels.
In 2021, the analysis of climate risk and opportunities conducted by
Wendel (as announced in the previous vigilance plan) did nothighlight any risk of major harm to the environment.
Wendel’s internal whistleblowing procedure may also be used toreport serious social and environmental breaches, as set out in the
Duty of Care regulations. It is available on Wendel’s website, in the
ESG section: www.wendelgroup.com.

 - Universal registration document 2021

187

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Wendel

4237423?>:1)09/07H>%.:884?809?49

February 2021 – Wendel organizes a roadshow dedicated togovernance topics for its institutional investors and the main proxyadvisors.
February 2021 – Wendel offers all employees the opportunity to
dedicate one working day per year to a charitable activity of theirchoice.
March 2021 – Wendel announces the integration of ESG objectives
in the financial conditions of its undrawn syndicated loan.
March 2021 – Wendel achieves Prime status with the ISS rating
agency. This status distinguishes the best ESG performances ineach business segment.



September 2021 – Wendel wins the “Diversity in Management
Bodies” prize in the 2021 Corporate governance Awards.
October 2021 – On the occasion of the European Week for
Sustainable Development, Wendel participates in a project to offset
part of its emissions, chosen by employees.
October 2021 – Wendel wins the 2021 Transparency Award, All
Categories, and is nominated for the prizes for ethical conduct andquality of ESG information.
November 2021 – Wendel updates its exclusion policy by adding
the exclusion of new business segments.

May 2021 – Wendel’s premises in Luxembourg are now poweredby renewable electricity.

November 2021 – Wendel is once again a member of the Dow
Jones Sustainability Europe and World indexes, with a score of
76/100.

May 2021 – Wendel confirms its AA rating (sector leader) from the
MSCI rating agency.

December 2021 – Finalization of the analysis of climate change risks
and opportunities within the portfolio.

June 2021 – On the occasion of the Quality of Life Week, Wendel
offers a series of distance learning courses open to all employees.

December 2021 – Wendel receives a B- rating in response to the
Carbon Disclosure Project’s Climate Change questionnaire.

July 2021 – Wendel launches an awareness and information
campaign for all employees on the subject of cybersecurity.

December 2021 – Wendel participates in the first issuer conferenceon ESG organized by the French Society of Financial Analysts(SFAF).

July 2021 – The 2021-2024 stock option plan includes a condition
related to the analysis and management of climate risk in portfolio
companies.
September 2021 – Wendel raises its Sustainanalytics rating from“low risk” to “negligible risk” and ranks among the 50 best-rated
companies in its business segment.

188  - Universal registration document 2021

January 2022 – Wendel improves its score on the Gaia Rating
extra-financial questionnaire from 69/100 to 75/100.
January 2022 – Presentation to investment
expectations for portfolio companies.

teams

of

ESG

January 2022- Wendel participates for the first time in the Financial
Times Stock Exchange (FTSE) extra-financial rating exercise andobtains a score of 3.4/5, above the average of 2.4 for its sector.

C?=,49,9.4,7 91:=8,?4:9
Wendel4

Summary of Wendel’s extra-financial ratings
2021

2020

Inclusion in the World and Europe Dow Jones
Sustainability Index with a score of 76

Inclusion in the World and Europe Dow Jones
Sustainability Index with a score of 71

Double AA rating, ranked among industry leaders

Double AA rating, ranked among industry leaders

Classified as Negligible Risk, first among its peersof the same market capitalization level andin the top 50 best performers within its industry

Classified as “Low Risk”, and first among its peerswith the same level of market capitalization

B- rating, marks a sustained consideration of the
impacts of climate change in the Group’s activities

B rating (first participation in 2020) marksa sustained consideration of the impactsof climate change on the Group’s activities

Score of 75/100

Score of 69/100, above the industry average(51/100)

Score of 43/100

Score of 41/100

Score of 3.4/5, above the industry average (2.4/5)

N/A

C+rated, Prime status
Among the top 10% of companies in the sector& the most transparent companies

N/A - Universal registration document 2021

189

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WendelOverview of the 2021 ESG performance of Wendel’s consolidated operating subsidiaries

WENDELCONTROLLEDASSETSPORTFOLIO
2021 Emissions

CLIMATECHANGE

DIVERSITY
AND GENDER
PARITYHEALTHAND
SAFETY

637,513 tCO2

1,639 ktCO2

597,711 tCO2

2,403 tCO2

1,614, 917 tCO2

Reduction
target

2 tCO2/employee
by 2025(currently 2,49 tCO2/
employee)

Reduce CO2
emissionsby 24%
by 2030

Reduce CO2
emissionsby 20%
by 2030

5 tCO2/employee
by 2024(currently 8 tCO2/
employee)

75% of controlled
portfolio companies
have committed
to deﬁning a reduction
target aligned on the
Paris Agreement requirements(certiﬁed by SBTi)

Committed
to SBTi

YES

YES

YES

NO

% of womenon the boardof directors

42%

12.5%

22%

25%

26%

% of womenin management
positions

23%

20%

25%

54%

23%

Commitment
to better genderbalance

Reach 35% womenin top management
positions by 2025

Action plan to increase
the share of female
managers

25% womenin the executive
committee
in 2023

45% to 50%
women in theboard of directors
in 2024

100% of controlled
portfolio companies committed
to better gender balance

Frequency rateof accidents
at work

0.27*

2.8**

1.37

1.64

1.14

100% of allcompanies haveincluded health & safety
as a priority
in their
ESG roadmap

Health and safety
management
system (OHSAS
18001/ISO 45001)% of turnover
generated fromsustainable
SUSTAINABI- products andservices
LITY OFPRODUCTSANDSERVICES

Associatedaction
plans

YES

YES

YES

NO
(not relevant
for a structure
like CPI)

52%(estimate basedon 2021 sales)55%(estimate)

57%

100%

54%

BV Green Line,sustainable services
and solutions

Recyclable ﬂexible
packaging solutions

Low-carbon solutions
eligible to the EU green
taxonomy -high watercontent

All CPI trainings

100% of controlled
portfolio companies
have identiﬁed actionplans to deliver sustainableproducts and services*The Bureau Veritas accident frequency rate is calculated by including all accidents that occurred, with and without lost time**Constantia’s accident frequency rate is based on actual, not theoretical, working hours

190  - Universal registration document 2021

C?=,49,9.4,791:=8,?4:9
Wendel

4)09/07=:@;H>%>?=,?02DWendel’s ESG approach is based on responsibility and is rooted ina firm belief in the core values of Engagement, Excellence, andEntrepreneurial Mindset.

To this end, and as part of the new ESG strategy published at the
beginning of 2020, the main thrust of which is set for 2023, Wendel
has defined two main levers:

These values guide Wendel’s behavior both as a company and as
an investor in order to accomplish its mission: partnering withentrepreneurial teams to build sustainable leaders whose
long-term performance will create value for all stakeholders.

(1) its behavior as a company, and its commitment to its
employees and communities. The Group aims to become arole model for its peers, by adopting a responsible attitude in
all its projects;(2) its behavior as an investor. As a professional shareholder
investing for the long term, Wendel wants to have a positive
impact on society and contribute to a sustainable future, by
supporting its companies in their transformation to becomesustainable leaders.

Wendel as a responsible company:
EMPOWER EXCELLENCE & ENGAGEMENT

Uphold the highest governance,
ethics, environmental
and operationnal
management standards

Wendel investing for the long term:
BUILDING SUSTAINABLE COMPANIES

Foster employability,
inclusion, wellbeing,
and engagement throughconcrete actions

Wendel has made commitments and set clear and measurable
goals to develop its ESG performance as a company and that of its
portfolio companies. The Group has also deployed the necessary
resources to meet these new expectations.
The year 2021 represents the second year of deployment of thisroadmap.

Invest to support the prosperity
and transformation of companies
that are respectful of society
and the environment

The main extra-financial risks identified by Wendel (extra-financial
risks within the subsidiaries, risks related to human resources,
governance bodies and control mechanisms, and business ethics)
as well as the mitigation procedures in place, are addressed in thispresentation of the Group’s strategic approach.

 - Universal registration document 2021

191

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Wendel

4.1.7.1 Wendel as a responsible company:
Promoting excellence and commitment
4.1.7.1.1 Uphold the highest governance, ethics,
and environmental and operational
management standards
Ensuring balanced governanceIndependence of governance bodies
Risk description

Policies and results

Various good governance measures are applied to avoid this risk.
Firstly, the dual structure of Wendel, a company with an Executive
Board and a Supervisory Board, makes it possible to clearly
separate the executive functions performed by an independent
Executive Board from the control functions exercised by theSupervisory Board (see section 2.1.7 “Distribution of powers
between the Executive Board and the Supervisory Board”). Within
the Supervisory Board itself, independent members represent 40%(excluding employee representatives), which exceeds therecommendations of the Afep-Medef Corporate governance Code(see section 2.1.1 – The Supervisory Board and its operations). In
addition, since 2018, the Chairman of the Wendel Supervisory
Board does not serve as Chairman of the Board of Directors ofWendel-Participations. Lastly, the Supervisory Board’s internal rules
provide for a procedure for the prevention and management ofconflicts of interest, and assigns a specific assignment to the lead
member of the Supervisory Board (who is an independent
member) in matters of conflicts of interest with the majority
shareholder.
EFPD

Wendel must ensure the effectiveness of the internal control of its
own organization and that of its consolidated subsidiaries, in order
to control risks relating to their operational activities.
Policies and results

For internal control procedures, refer to section 3 (see section 3.3“Risk management and internal control system”).
Strengthening and upholding business ethics within the Group
Risk description

In terms of business ethics, Wendel has identified the followings asmain risks based on EFPD definitions: corruption;
 market abuse.
Other risks related to business ethics are taken into account byWendel and outlined below following the presentation of these twopriority EFPD risks.

192  - Universal registration document 2021

EFPD

The risk mapping conducted for Wendel (namely Wendel SE, its
holding companies and foreign offices) showed that corruption
risks could arise from some of its activities, particularly its
investment arm. For example, this risk could arise in the case of aninvestment to influence the outcome of a competitive process or to
obtain specific authorizations or confidential information.

EFPD

Wendel has a controlling shareholder, Wendel-Participations SE
which, as of December 31, 2021, holds 39.29% of Wendel’s sharecapital and 51.41% of the theoretical voting rights. This could resultin a risk of conflict of interest or non-compliance with the principleof equality between shareholders.

Robustness of internal control mechanisms
Risk description

Anti-corruption
Risk description

Corruption distorts competition and normal market conditions.
Should it occur, it would be highly damaging to Wendel’s
reputation and those responsible or who allow it to occur. It would
expose Wendel to particularly damaging financial consequences aswell as administrative and criminal sanctions. It could disrupt theWendel Group’s operations and destabilize its activities.
Policies and results
At the Wendel level

The Executive Board has identified the prevention and detection ofacts of corruption as a priority for the Wendel Group and iscommitted to a policy of zero tolerance towards corruption. Any
use of corrupt practices in the Wendel Group’s operations, as wellas in its relations with partners or third parties, whether public or
private, is strictly prohibited.
To prevent this risk, the Executive Board has put in place a robust
anti-corruption and influence peddling program in accordance with
the Sapin 2 Law and the recommendations of the French
Anti-Corruption Agency (AFA). The Group Compliance department
and the Internal Audit department monitor, control and reinforce
this program.
In 2021, the recruitment of a new member of the compliance teamhas also enabled the latter to be strengthened in order to ensure
the effective deployment of the Sapin 2 mechanism. This initiative
also demonstrates the strong commitment of Wendel’s
management to the fight against corruption by allocating allnecessary resources.
In addition, Wendel regularly conducts a review of its
corruption-related risk mapping. In 2021, during the annual
assessment exercise regarding the need to update the mapping,no new areas of exposure to corruption risk were identified.
However, in order to better reflect the set of controls in place, therisk mitigation measures have been listed and reviewed in detail foreach corruption scenario, which also allows for better alignment
with the AFA requirements.
With regard to the whistleblowing system, the associated policy
was distributed to all employees in 2019. A reminder of the system
in place is given regularly and, in particular, in 2021, it took theform of a communication on the Wendel intranet site. The purposeof this communication was to ensure that all Wendel employees areaware of the procedure to be followed and understand how to use
the system and report an alert. This policy is available on Wendel’s
website, in the ESG section at www.wendelgroup.com. No alerts
were received in 2021.

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WendelWendel’ s corruption prevention policy was completely overhauled
and circulated in 2019 to adapt it to the specific risks associatedwith Wendel’s activities as identified in the risk mapping. This policy
has been incorporated in the “Employees Handbook” and failure of
Wendel employees to comply with its obligations may result in
disciplinary sanctions up to and including dismissal for misconduct.

4

Finally, all of these measures will be audited by Wendel’s Internal
Audit department in 2021. The results of the report were presented
to Wendel’s Audit Committee in June 2021; overall, the program inplace was assessed as being in compliance with regulatory
requirements.
Controlled companies in the portfolio

In 2021, following the publication of the new recommendations
and the new AFA questionnaire, an analysis was carried out inorder to identify possible improvement areas for the current
compliance program. The results of this analysis did not reveal any
significant differences.
In addition, Wendel has also put in place an Anti-Corruption
Compliance Charter, the purpose of which is to define the role andresponsibilities of Wendel’s Compliance function; this wasformalized and distributed to Wendel employees in 2019 and isaccessible to them at all times from Wendel’s intranet, as is theanti-corruption policy.
With regard to the effective deployment of the anti-corruption
program, a set of controls specific to the Sapin 2 law has been
designed and implemented. In 2020, a dedicated compliance andinternal control tool – Wendel Protect – was deployed to streamline
and optimize compliance processes and improve traceability, forexample with regard to gifts and invitations or conflicts of interest.
In 2021, the monitoring plan for these controls has been updated
to comprehensively document all controls that fall within thecompetence of the compliance team in the fight against corruption.
In addition, in 2021, Wendel further improved the third-party
assessment process, optimizing the various levels of due diligenceof its counterparties to ensure an agile system, in compliance with
the new AFA recommendations. It should be noted that the process
in place provides for a strong link with the accounting procedures
preventing the payment of a third party that has not beenpreviously assessed. In addition, accounting controls were also
reviewed in 2021, with the help of an external firm, in order tobetter document all controls more specifically designed to detectcorrupt practices. With respect to its investment activities, Wendel’s
compliance team, in collaboration with external firms, performs themost thorough due diligence possible in terms of corruption
before carrying out any investment transaction. The analyzes
include a verification of the integrity of the target and its
management team, as well as the definition of the target’s risk
profile with regard to corruption and the evaluation of thecompliance system in place, where it exists.
In terms of awareness, training on corruption risks is regularly
provided to all employees; a dedicated training on the third-party
assessment process was conducted in 2021 and a more generale-learning on anti-corruption was launched in January 2022. In
addition, the compliance team ensures that a culture of complianceis disseminated through regular reminders of the procedures to befollowed under the program in place.

Wendel also ensures the implementation of the measuresprescribed by the Sapin 2 law within the controlled companies in its
portfolio. Wendel requires the Sapin 2 program to be regularly on
the agenda of their Audit Committees and holds regular meetings
on this topic with the Compliance Heads of portfolio companies inorder to offer them guidance and discuss specific points. In
particular, in order to continue to monitor the progress made in thefight against corruption, each of the controlled companies
produces an annual report on the Sapin 2 mechanism, presenting
the main improvements achieved and an action plan for thefollowing year. In addition, a mid-year review of the progress of theaction plan is scheduled at the Audit Committee.
In 2021, Wendel also organized two exchange sessions (called“Compliance Forum”) with the compliance officers of its portfolio
companies. The purpose of these sessions was to share bestpractices in anti-corruption controls and to review the key points of
the new AFA recommendations.
Finally, the portfolio companies file an annual declaration ofcompliance with the obligations resulting from the Sapin 2 law on
corruption (Compliance Statement).
Preventing market abuse
Risk description

EFPD

Given its activity as an investor and its status as a company listed on
the Euronext Paris regulated market, there may be inside
information about Wendel. Inside information is classed as such if it
is information of a precise nature, which has not been made public,
relating directly or indirectly to the companies within the Wendel
Group or their securities and which could have a significant impact
on the price of the securities in question (see Article 7 of Regulation[EU] 596/2014 of the European Parliament and the Council ofApril 16, 2014 on market abuse – “MAR Regulation”). Under thisframework, Wendel has a duty to prevent any market abuse.
Policies and results

Wendel ensures that it complies with the MAR Regulation. It
communicates accurate, precise and fair information to investors,
shareholders and analysts. Wendel also ensures that shareholders
receive equal information
A Compliance Committee – made up of the members of the
Executive Board, the Ethics Officer and the Chief Financial Officer– oversees compliance with market regulations at Wendel.

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WendelA Market Confidentiality and Ethics Code sets out rules for all
Wendel employees and corporate officers to prevent market
abuse. The main rules introduced by this Code are presented in
section 2.1.8 of the Universal Registration Document. The Code isregularly reviewed and updated. The main provisions applying toSupervisory Board members have been incorporated into theSupervisory Board’s rules of procedure.
A procedure for classifying inside information has been put inplace. Insider lists are opened whenever necessary and blackout
periods – during which all trading in Wendel shares is prohibited –have been introduced. Confidentiality lists may also be opened in
the presence of information that is not yet privileged but potentiallyaccurate or sensitive. Wendel has deployed a digital tool tomanage these lists and negative windows, which automates theirprocessing and ensures better traceability.
Other initiatives supported by Wendel’s compliance program

Wendel pays particular attention to the implementation of its
compliance program in a constantly changing regulatoryenvironment. Indeed, Wendel intends to behave ethically in all its
activities and wishes to prevent the risks of non-compliance. To thisend, in addition to the measures already presented above, which
represent the measures put in place to manage the most significant
regulatory issues with regard to Wendel’s business sector andwithin the meaning of the EFPD), other processes have been
defined; these are intended to complement Wendel’s complianceapproach in order to ensure compliance by all its executives andemployees not only with legislative and regulatory standards, butalso with all of the Group’s values and commitments in terms ofcompliance, business integrity and ethics.
Consequently, the implementation of the compliance program islikely to boost Wendel’s reputation, thus benefiting all its
stakeholders while respecting its long-term commitments.
In order to promote an overall vision, the other initiatives includedin Wendel’s compliance program adopted by the Executive Board
are described below.
Code of Ethics

Completely revised in 2020 and adopted by the Executive Board
with the support of the Supervisory Board, the objective ofWendel’s Code of Ethics is to make the Group’s long-term investor
activity part of an exemplary approach to doing business. In
particular, it illustrates the Company’s desire to behave responsibly
and be loyal to its employees and stakeholders, going beyond
purely legal requirements. The purpose of this Code is to ensure
the permanent compliance of Wendel’s activities with laws andregulations, while reinforcing the Group’s ethics in terms of
upholding human rights, supporting employees and civic
engagement.

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The ethical principles and values set out in this Code guide theconduct of business. Wendel promotes an approach based on
individual responsibility and has a zero-tolerance policy.
This Code of Ethics applies to all employees and managers of theCompany, its holding companies and its international operations.
Wendel requires companies in which it invests to adopt similar
standards. The Code can be consulted on Wendel’s website in the
ESG section at www.wendelgroup.com.
It should be noted that in 2021, the Code was reviewed again by
the Executive Board: the changes that were made mainly concern
the ESG section and are intended to clarify Wendel’s responsible
investment policy.
Protection of confidential information

In the context of its activity as a long-term investor, Wendel handles
a large amount of confidential information concerning portfolio
companies, potential targets and acquisition or divestment
projects.
A Market Confidentiality and Ethics Code sets out the rules that
apply to all Wendel employees and corporate officers in terms ofprotecting confidential information. The main rules introduced bythis Code are presented in section 2.1.8 of this Universal
Registration Document.
Compliance with economic sanctions

Wendel established its policy on international sanctions in 2017.
Wendel (its holding companies and foreign offices) ensures that it
does not engage in any activity prohibited by sanctions andembargoes, and that it does not enter into any relationship withindividuals or legal entities on sanctions lists. Background checks
are carried out whenever necessary on the basis of tools that
Wendel has used or, for more complex cases, external surveys.
Anti-money laundering

The Anti-Money Laundering and the Financing of Terrorism(AML-CFT) policy has been in effect since 2017 and applies to
Wendel SE, its holding companies and its international operations.
In addition, within the framework of the AIFM regulations to which
the Luxembourg fund manager (Wendel Luxembourg S.A.) and its
subsidiaries are subject, a specific AML-CFT policy has been put inplace and is reviewed annually. All their employees and directors
receive training on the subject every year. The AIFM Compliance
Officer, approved by the CSSF, ensures compliance with the rules
and the AML-CFT policy. In particular, it determines the extent of
the reasonable due diligence to be carried out depending on therisk level allocated to each investor or investment. It reports to the
AIFM Board of Directors, which regularly conducts a complianceassessment.

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WendelTax policy

The primary objective of Wendel’s tax policy is to ensure legal
certainty and sustainability in the long term. Wendel considers that
aggressive and artificial planning create long-term financial andreputational risks that are contrary to its interests and values.
Wendel is committed not to use structures domiciled in countries
considered to be tax havens(1) in order to reduce the amount oftaxes due.
Wendel also ensures that its activities comply with applicable tax
laws and regulations. In particular, Wendel ensures that its
operations do not lead to situations that could be qualified as tax
evasion(2) and that intragroup transactions comply with thearm’s-length principle of OECD transfer pricing guidelines.
Wendel ensures compliance with tax filing and payment obligationsin the jurisdictions in which it operates.
Wendel is committed to exchange information with the tax
authorities in a cooperative and transparent manner, in particularduring tax audits.
Wendel participates, mainly through professional organizations, inconsultations initiated by legislators or national and international
governmental organizations aimed at improving tax certainty andencouraging sustainable growth.
Each year, Wendel SE files a Country-by-Country reporting with the
French tax authorities on behalf of Wendel-Participations. This
report is then shared via an automatic exchange mechanism withthe tax authorities of all foreign countries in which the Company or
its subsidiaries operate.

4

A whistleblowing line is also available to all third parties working
with Wendel. The terms and conditions of access are defined in thealert procedure available on Wendel’s website, in the ESG sectionat www.wendelgroup.com.
Personal data protection

Wendel takes privacy and the protection of personal data very
seriously. The Company implements adequate measures to ensure
the protection, confidentiality and security of personal data. These
data are processed and used in compliance with the applicableprovisions, in particular European Regulation 2016/679 of April 27,
2016 (hereinafter the General Data Protection Regulation or“GDPR”) and any local laws applicable in this area.
Wendel’s Personal Data Protection Policy was reviewed in 2021 andis available on its website. It describes the measures taken withregard to all personal data processing carried out by Wendel withrespect to the various categories of persons whose data is collected
and processed by Wendel (for example: website visitors, suppliers,
service providers, job applicants, shareholders, co-investors, andexecutives of companies in which Wendel plans to acquire a stake).
In addition, an internal policy dedicated to the protection of
employee personal data is accessible to employees on the Wendel
intranet.
Wendel also defined a GDPR charter describing a certain numberof obligations and procedures applying to the Executive Board aswell as to all Wendel employees who, in the course of theiractivities, are involved in the processing of personal data.

The management of uncertain tax positions is fully integrated in theGroup’s global risk management process. As part of this process,the Tax Director regularly reports to the Audit Committee and theManagement Committee on the Group’s global tax position, anyrisks or tax disputes and the main changes anticipated.

In 2021, during the redesign of Wendel’s website, the cookies
policy was revised and strengthened to better reflect regulatory
requirements, in terms of transparency and ease of access to
information for users. In addition, in July 2021, an online training
course on the protection of personal data was assigned to
Wendel’s employees, in order to increase their awareness of thesubject and remind them of the rules applicable in this area.

Whistle-blowing procedure

Distribution to employees

As indicated in the section on “Anti-Bribery and Anti-Corruption”,
the whistleblowing system was updated in 2019 and all employees
were reminded of its operation in 2021. In addition to corruption,
this whistle-blowing system covers the following areas: financial
and accounting, stock market ethics, anti-competitive practices,
health, hygiene and safety at work, discrimination and harassment
at work, environmental protection, human rights and fundamental
freedoms.

The policies of the compliance program have been disseminatedamong all Wendel employees, its holding companies, and its
international offices. They are periodically submitted for signatureby each employee, who is thereby made aware of the policies andasked to reiterate his or her commitment to respect their principles.

(1) According to the list of uncooperative states and territories for tax purposes issued by order of March 2, 2022..
(2) Referred to in section 20 of Act No. 2018-898 of October 23, 2018, relating to the fight against fraud.

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Wendel participation in a carbon offset project to preserve forest areas

Measuring and managing our environmental footprint
Carbon impact and climate change management
Risk description

EFPD

The Wendel Group is aware of the climate emergency and theimportance of everyone being involved in mitigating its effects.
Managing climate change and the risks and opportunities it
generates is now a priority dimension of the Group’s action as a
responsible shareholder. While Wendel focuses primarily on
reducing the CO2 emissions of its portfolio companies and isaiming for a consolidated reduction target, it is nevertheless careful
to measure and communicate transparently on its annual carbon
footprint. It should be noted that the limited size of the Company(84 employees as of December 31, 2021) and its primary activity(investment) make its carbon footprint marginal compared to thequantity of emissions generated indirectly by the companies inwhich it invests.
In addition, the geographic location of Wendel SE’s offices (Paris,
Luxembourg and New York) limits its short- and medium-term
exposure to the physical consequences of climate change (increase
in meteorological catastrophes)
Policies and results

As part of its ESG strategy and in order to set an example, Wendel
has undertaken to assess the carbon footprint of its offices and its
activities (excluding subsidiaries) every year. Carried out for the firsttime in 2019, the Company’s carbon assessment made it possible
to carry out an initial inventory of significant emission sources andto implement priority reduction or offset actions. In 2021, thefollowing actions were carried out: adoption of a renewable electricity supply contract for the
Luxembourg office, thus joining the Paris office in this approach.
Today, 89% of the employees are located in an office suppliedwith electricity from renewable sources. Wendel’s ambition is toextend this coverage to the New York office by the end of 2023;

and forestry in Brazil. The Company’s participation made it
possible to offset 400 teq CO2 eq. It should be noted that the2021 carbon footprint presented below does not deduct theoffset emissions, as Wendel wishes to communicate a gross andprecise carbon footprint of its activity; implementationof a “green taxi” contract available toemployees in France, which offers to compensate for theemissions generated by a business trip, and implementation of asustainable mobility package in order to encourage employees
to use soft modes of mobility for commuting.

In addition to monitoring its own emissions, Wendel’s carbon
footprint resides primarily in the activities of its subsidiaries, andthis aspect is an integral part of the ESG monitoring of the portfolio
companies.
The calculation methodology and reporting format presented
below follow the GHG Protocol. The emissions calculated coverWendel’s offices in France and abroad (Paris, Luxembourg, NewYork) over a period of 12 months. The emission factors come fromthe Ademe Carbon Base.
In line with the GHG Protocol methodology, scopes 1 + 2 include
emissions related to energy consumption, refrigerant leaks and fuelconsumption. For fiscal year 2021, the coverage rate for scopes 1
and 2 is between 89% and 100%.
Scope 3 includes emissions related to the purchase of products
and services, business travel, visitor travel, employee commuting
and waste generation. The main Scope 3 emission categories(business travel by plane and train, visitor travel, home-to-worktravel, purchase of services) have a 100% coverage rate. The other
Scope 3 emissions categories have a coverage rate of between
74% and 100%.

 definition of a grid of 15 priority actions to be implemented to
improve environmental management on the Group’s premises;

Scope 1 (direct)

Scope 2 (indirect)

Scope 3 (indirect)

Direct emissions from stationary
combustion sources

Indirect emissions from electricity
consumption

Products and services purchased

Direct emissions from mobile
combustion sources

Indirect emissions related to theconsumption of steam, heat or cold

Fixed assets

Direct fugitive emissions

Fuel and energy-related emissions(not included in scope 1 or 2)
Waste produced
Business travel
Commuting
Other indirect downstream emissions(visitor travel)

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WendelEmission categories (in tCO2 eq)(1)2021

2020(2)

Scope 1

21

28

Scope 2

107

102

Scope 3

6,219

2,978

Total Scope 1+2+3

6,347

3,108

76

38

Scope 1+2+3 emissions intensity per employee(1) Scope: All offices are included in the carbon footprint: France, Luxembourg and the United States.
The data collected correspond to the period January-December (except for the consumption of renewable electricity and gas for Luxembourg
which are on a sliding 12 months basis). If necessary, data have been extrapolated for the year, based on available figures.
Travel: in 2021, visitor and employee travel were calculated on the basis of 2019 data, adjusted for the days that offices were open during
the Covid-19 crisis for all offices. For business travel, the distances traveled by taxi exclude the personal travel of Wendel SE employees.
For the calculation of CO2eq emissions of taxi journeys for Paris, 2/3 were associated with the emission factor of electric vehicles and 1/3
were associated with the emission factor of diesel vehicles.
Energy: in 2021, the Luxembourg offices changed their supplier and now consume 100% renewable electricity.
Purchasing: some 2020 data have been corrected to align with the 2021 methodology, which has established a correspondence table between
Wendel’s accounting classifications and the carbon footprint classifications - this was made possible by the implementation of a new ERP in 2020
(correction of this data was therefore not possible in 2019).
In order to avoid double counting, purchase categories related to a significant purchase item are reported in another category (e.g. taxi expenses
reported in the business travel category).
(2) Carbon emissions for the year 2020 have been corrected on the basis of the following elements: Adjustment of gas and electricity consumption
by the Luxembourg offices after receipt of invoices indicating actual consumption, re-evaluation of the volume of purchases made for the Parisand Luxembourg offices.

The breakdown of Wendel SE’s emissions sources between 2021 and 2020 is as follows:

Share of CO2 eq emissions by emission category
2020

Share of CO2 eq emissions by emission category
2021

4%

0%

2%

0%

EnergyWaste

Energy

Waste

5%

3%

TravelTravel91%

95%

Purchases(including services)

Purchases(including services)

For the year 2021, the Group’s total emissions will increase significantly (6,347 tCO2 eq vs. 3,108 tCO2 eq, for an intensity ratio per employeeof 76 tCO2 eq/employee compared to 38 tCO2 eq/employee for the previous year). This increase is mainly explained by a strong increase inactivity: the active pursuit of investment opportunities, as well as the acquisitions and disposals carried out during the year, havenecessitated the increased purchase of intangible services (consultancy, insurance, legal expertise etc.). It should be noted that Wendel SE’s
carbon footprint is based on the guidelines of the Ademe’s Carbon Footprint methodology, and is based solely on the amount of expenses
incurred, and not on the emissions actually generated by the consulting activities performed on behalf of the Company.

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WendelResource and waste management

In addition to the priority placed on reducing the Company’s
climate footprint, Wendel is committed to a series of initiatives andactions aimed at limiting the consumption of resources related toits activity (paper, plastic, etc.) and of any avoidable waste
generation.
The collection and recycling systems with which the Group’s
premises are equipped ensure efficient recycling of metal, glass,paper, cardboard and electrical and electronic waste (WEEE).
These systems extend the life of the resources used in the
manufacture of the products purchased and used by the Groupand contribute more broadly to Wendel’s circular economy
approach. In fiscal year 2021, a total of 5.2 tons of waste was sorted
and recycled, representing 0.06 tons of recycled waste per
employee(1).
The Paperless project, which consists of providing employees withdigital tools that limit the use of printing and the use of paper ingeneral (advanced document editing software, electronic
signatures, etc.) made it possible to reduce paper consumption by
63% tons compared to 2019.
Adopting a responsible sourcing approach
Wendel adopts the highest ethical standards and respect forenvironmental and human rights in doing business, and wishes topartner with suppliers and service providers who share similar
standards.
The Company relies on a short supply chain and mainly on local
service providers (present in the countries where Wendel
operates). Its purchases consist mainly of intellectual services andthe supply of office goods and services (computer equipment,
software, maintenance and upkeep of premises etc.). Nevertheless,Wendel remains fully committed to the prevention of possible
violations of human and environmental rights, as well as the active
promotion of these principles. Thus, the Group’s Code of Ethics,
which sets out the Company’s commitments in this area, is brought
to the attention of any new supplier subject to the third-party
assessment process, upstream of this. The acknowledgment of thisCode is signed by the third party before the transaction is
executed.
In 2021, Wendel has decided to strengthen its monitoring of thesustainability commitments made by the third parties with which it
associates. For example, the Wendel Protect third-party assessment
tool, which was set up for regulatory compliance andanti-corruption issues, will include a module for assessing service
providers on the basis of environmental, social and governancecriteria from early 2022. Given the mapping of purchasing risks
carried out in 2020, which concluded that there was very limited
risk with regard to the Company’s service providers, and in order tomaintain the materiality of the approach, the assessment is carriedout for third parties with whom Wendel incurs expenses of morethan €100,000 (or $100,000) in any given year.

(1) Calculated using the headcount at December 31, 2021.

198  - Universal registration document 2021

This assessment module provides for an evaluation of third parties
on the basis of their third-party certifications (e.g., holding an ESG
supplier label), but also on the basis of the implementation of a
responsible sourcing charter and an approach aimed at limiting
their impact on the environment and the climate, and respecting
human rights and applicable labor laws.
In 2021, prior to the implementation of this module, Wendel has
evaluated on the basis of these criteria the third parties exceeding
the threshold amount with which transactions were initiated in2020. More than 50% of the third parties with which Wendel
collaborates for services have a responsible purchasing policy, and
27% of these third parties have a label or distinction awarded by athird-party organization.

4.1.7.1.2 Promoting employability, inclusion,
well-being and commitment
through concrete actions
Promoting a culture of integration, support and diversity
to promote well-being and performance at work
Risks related to the human resources of Wendel teams

NB: This section covers all of Wendel’s priority human resources
risks identified via the risk matrix (Key people, Talent acquisition andretention,
Compensation,
Work/life
balance,
Combatingdiscrimination and promoting diversity, Support for teams in thecontext of a health crisis).
Risk description

The Wendel Group’s primary resource is its human capital.
Wendel operates a service business which demands a high level ofskills and commitment from its employees. Wendel’s employees
play a key role and are essential to the realization of its mission
because they are the day-to-day guarantors of the relationship withthe portfolio companies, with whom they must maintain aconstructive dialogue on all the strategic issues of the Company’s
life.
Attracting and retaining talent over time is therefore a key factor in
the Group’s success.
Policies and results

Risks related to the appeal and talent retention of Wendel’s teams
are managed primarily though the exemplary nature and behavior
of its management bodies. In addition, each year Wendel develops
an individual and collective training offering adapted to the
expectations and profiles of its employees, continually improves
their working conditions to make them more attractive, introduces
attractive employee benefits, and actively promotes diversity in theworkplace.

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WendelCombined with a compensation policy that is fair, consistent withthe market and non-discriminatory, the Group is able to anticipate
the risks associated with the development and positioning of its
entire organization. In addition to performance, the appraisal of
employees carried out each year focuses on criteria such astransparency, progress, personal development and teamwork.
The Human Resources department ensures close monitoring of
employees, in France and worldwide, to meet their needs andanticipate any risks that may arise. The monitoring of humanresources data within the Group, in compliance with European
regulations on personal data management (RGPD), makes it
possible to strengthen the management of expectations and toestablish precise monitoring indicators.

4

Composition of Wendel teams

As at December 31, 2021, Wendel and its holding companies
employed a total of 84 people.
Wendel has foreign offices dedicated to investment research
and/or support of the Group’s companies in their international
expansion. The Luxembourg-based company (established in 1931)
is mainly a holding company. The establishment in the UnitedStates is more recent and dates back to 2013.
In France

Wendel employs 62 people in France divided between theInvestment, Management, and Corporate teams (in particular the
support functions: Finance department, Legal department, General
Secretariat, Tax department, Sustainable Development andCommunication department, Internal Audit department, Human
Resources department and Operational Resources department).
Among these corporate functions, a team of experts also regularly
works on investment/divestment operations in France and abroadin support of the investment teams.

In 2021, Wendel employed two fixed-term contracts and two temporary workers. For fiscal year 2021, as in the previous year, fixed-term
contracts are included in the social data presented in this chapter, but temporary workers are excluded.

Employees with an
employment contract
in France: headcountand movements

12/31/2021

12/31/2020

12/31/2019

Nonexecutive
employees

Managers

Managers

Total

Total workforce

6

56

62

7

52

59

6

48

54

of whom Women

3

33

36

3

30

33

3

27

30

3

23

26

4

22

26

3

21

24

New hires(2)

0

8

8

0

11

11

2

9

11

of whom Women

6

Male

Nonexecutive
Total employees

Managers

Nonexecutive
Total employees

0

6

6

0

6

6

2

4

Male

0

2

2

0

5

5

0

5

5

Departures(2)

0

5

5

0

7

7

0

8

8

of whom Women

0

3

3

0

3

3

0

4

4

0

2

2

0

4

4

0

4

4

Male

(1) France open-ended contracts, fixed-term contracts and apprentices for 2020 and 2021. For 2019, only permanent staff are included.
(2) In 2019, new hires and departures including internal mobility of three employees, from abroad to France and vice versa, that took place during
the year (recognized as -1 in the departure country and +1 in the host country) and expatriated employees who are no longer included in theheadcount in France. Mobility between offices abroad is not recognized.
In 2020, recruitment includes three internal transfers, from international to France, and the transition from a fixed-term to permanent contract.
In 2021, departures include intra-Group mobility, transfer from the Wendel entity to the parent company Wendel-Participations SE (workforce notaccounted for in the Wendel URD).

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WendelOverseas

The holding companies and offices outside France are located in two countries and have 22 employees, more than 40% of whom are in
investment teams (investors + office managers and assistants). The rest of the teams work primarily in financial and legal activities at theholding company in Luxembourg.

Employees with a permanent employment contract(1) abroad:headcount and changes

12/31/2021

12/31/2020

12/31/2019

Total workforce

22

26

36

of whom Women

12

13

17

10

13

19

New hires(2)

4

2

5

of whom Women

2

2

4

Male

2

0

1

Departures(2)

8

13

12

of whom Women

3

6

6

5

7

6

Male

Male

(1) Workforce with an international, permanent or fixed-term employment contract for 2020 and 2021. For 2019, only permanent employees arerecognized.
(2) New hires and departures including internal mobility of three employees, from abroad to France and vice versa, having taken place in 2019
(recognized as -1 in the departure country and +1 in the host country). Mobility between offices abroad is not recognized. In 2020 departures
included three internal transfers (international to France) + a change of contract (Permanent to Corporate Officer). Employees who left in 2020 but
who were not counted the previous year are excluded from the calculation.

Key people – Talent acquisition, development and retention

EFPD

Due to its streamlined workforce, Wendel must ensure that its
business is not affected by the departure of key people. The
Company’s Human Resources department has initiated a process
aimed at anticipating and supporting career development within
the Company. The development of career plans makes it possible
to set clear milestones for the professional development of eachindividual and contributes to achieving the Company’s objectives.
It is therefore a matter of planning, upstream, and then managing
at various stages of the Company’s development by encouraging
talent to flourish. The objective is to support and accompany those
who will be able to make a major difference in their current role, inorder to take on other functions and responsibilities and thus
ensure the continuation of the Company’s activities.
The aim of this approach is to draw up a development and training
plan and a succession plan for each function or key person toensure that the Company always has the skills required for its
activity. This arrangement should also provide, as far as possible,
for each specific skill or know-how to be held by at least two
people. However, the collegial nature of decisions relating to theinvestment activity limits the impact of any departures within
Wendel.
Gender parity is naturally integrated into this process, while
keeping competence for each role as a basic vector among the
successors envisaged, in accordance with the gender diversity
policy implemented at Wendel.

200  - Universal registration document 2021

To build such an approach, it is necessary to rely on and regularly
review the elements of identification of skills and needs, thequalities necessary for the continuation of the Company’s activities,
the evaluation of capacities reviewed at a regular rhythm, thewillingness to be involved in the responsibility and commitment ofeach candidate, make it possible to limit the risks and to identify
the most suitable profiles for each function while anticipating theperiods of necessary transitions.
The compensation policy and the development of employees arereviewed each year to ensure consistency with market practices
and to ensure that the approach is based on individual merit.
In order to anticipate future changes in the collective bargaining
agreement applicable in France, the job descriptions for all of theCompany’s businesses were completely reviewed andstandardized during the year 2020. This approach has been
extended to all Wendel sites in order to facilitate careerdevelopment and deploy the necessary training.
Training
Professional training and skills development

EFPD

Wendel considers the development of its employees’ skills andexperience to be essential to their employability, which is one of its
priorities. To emphasize the importance of this issue, thepercentage of employees who have attended at least one
non-mandatory training course per year has been added as one of
the criteria for calculating the annual profit-sharing allocation, inthe same way as the percentage of employees with clear andmeasurable individual objectives set for the following year.

C?=,49,9.4,791:=8,?4:9
WendelThe 360-degree feedback process implemented in 2018 has
improved the quality of the objectives set for each employee andallowed for adjustments to training plans.
100% of permanent employees whose objectives were to be
formulated for the year 2022 received a 360° evaluation in 2021.
The members of Wendel’s Executive Board are also subject to a
360-degree evaluation.
Wendel ensures that its employees maintain their skills andacquire the experience they need to succeed in their missions,notably through a comprehensive training program.
Wendel has continued to develop its training catalog in order toalign it with its strategic orientations around different themes:
business, behavior, expertise, etc.
The “Get to Know” program, set up in 2020 to enable everyone tolearn more about the jobs available within the Company, was agreat success, with an average of more than 80% participation by
the employees targeted by the module at each session. Thisapproach continues to be developed by Wendel’s teams topromote knowledge transfer.
Despite the health crisis, an ambitious training program has been
deployed in all countries over the past two years. Wendel has
continued to develop a range of online training platforms in avariety of fields, in line with employee demand and accessible toall employees, including those on temporary contracts and interns.
Each quarter, the deployment of the training plan and theadequacy of employee requests to the needs of their missions arereviewed by the HR department and managers.
In 2021, Wendel developed a partnership with major international
schools, including INSEAD and Harvard Business School. This
program enabled seven employees in management positions toattend training focused on leadership and strategy related to theirrespective jobs, selected from a predefined catalog with thesupport of these two schools in order to provide an adaptededucational curriculum. This initiative will be renewed in 2022.
In order to be as responsive as possible to the needs andexpectations of its employees and to enable each of them todevelop their own business expertise, Wendel has responded
positively to every employee who has made a request for training

4

that he or she has identified and that meets the Company’s
development needs. In addition, numerous training courses
leading to certification or diplomas have been provided. All of theso-called “job-related” training courses represent 43% of theoverall volume of training hours.
As in previous years, language courses, particularly in English andFrench, continued to be offered to interested employees. In fact,
40% of employees received at least one language training course
during the year.
In addition, in order to accelerate the development of training
programs, and to improve the monitoring of training programs
and related indicators, Wendel developed a training management
and monitoring platform in 2020.
Training in health, safety and psychosocial risks

In 2021, Wendel has placed considerable emphasis on health andsafety training(1). A large majority of French and Luxembourg
employees, including corporate officers, have been made aware ofand trained in psychosocial risks. For this training, several formats
were proposed according to the target populations (14 hours forthe human resources team, four hours face-to-face for themembers of the Executive Board and managers, two hours forother employees).
A program of conferences on Covid-19 led by health professionals
was also offered to employees. In addition, a “Health andPerformance” module consisting of several sessions presented bypersonalities recognized in their field, notably high-level athletes,
has been set up. These conferences addressed various themes
related to well-being: stress management, nutrition, motivation,etc.
In the Paris office, several “First Aid for the Workplace” courses
were given, enabling volunteer employees to be trained in firstaid. In addition, the Company has also provided training in fire
safety, in gestures and postures adapted to workstations, and inelectrical clearances. Training on the use of defibrillators has also
been scheduled. In Luxembourg, a person has been trained to bea “designated worker for health and safety at work”.
Wendel offers employees who wish to do so the opportunity totake the violence de-escalation training provided by its company
CPI (Crisis Prevention Institute).

(1) The hours corresponding to the training described below are counted in the total of non-mandatory training, with the exception of Get to Know
conferences and training considered mandatory (for mandatory training, the total is presented in section 4.1.10 in the Group's roadmap).

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WendelTracking of training hours

In total, and despite the circumstances imposed by the pandemic,
Wendel continued to implement its training plan and trained
96 employees, including corporate officers, people who joined orleft during the year, those on temporary contracts and sometrainees attending Group training, amounting to a total of
2,555.1 hours(1) in non-mandatory training(2).

On average, this represents 29.5 hours of non-mandatory training
per employee(3), for a total of 2,483.5 hours, marking a certain
stability over the last two years, despite the pandemic and remote
work.
In France, there was an average of 30.6 hours of non-mandatory
training per employee (1,894.7 hours in total) compared with25.1 hours per employee in 2020.

Indicators

Percentage of employees trained
Training hours per employee

2021

2020

2019

98.8%(2) (all countries)
98.4% France

97.6%(2) (all countries)
100% France

92.6%(1)(all countries)

29.5 (all countries)
30.6 (France only)

29.5 (all countries)
25.1 (France only)

16.5 (all countries)
14.5 (France only)(1) Percentage of employees present in 2019 who participated in training.
(2) Percentage of employees present at December 31, 2020 having been trained.

Work-life balance, working conditions and psychosocial risks(see also below) Training in health, safety and psychosocial risks

As an employer, Wendel must ensure that its employees benefit
from working conditions that promote a positive work-life balance.
This balance is also a guarantee of their long-term commitment andinvestment in the Company’s goals.
In France

Support for managers, through regular meetings with all
employees, close dialogue with employee representatives (CSE)
and an end-of-year review process that is very open to information
sharing, aims to optimize working conditions and relations. In thisway, Wendel can implement the measures that most closely match
staff expectations.
To help employees better reconcile work and family life, and toassist them in choosing childcare, Wendel has, since 2010, offeredemployees who request it childcare places financed by theCompany. In 2021, Wendel financed daycare for eight children, forthe benefit of eight employees. In 2021, a platform for parenthood
was opened for employees. This new service offers parental
coaching, suggestions for additional childcare, examples ofworkshops for children according to age groups, support for newparents, and conferences.

Furthermore, in addition to the part of the Social and Economic
Committee’s budget devoted to social and cultural activities(e.g.(4) holiday vouchers, gift vouchers, discounted cinema
tickets, etc.), Wendel covers various individual and collective
services: sports lessons, Cesu checks (Checks for Universal
Employment Services), comprehensive health checks.
The remote working policy, first implemented at Wendel in
November 2018, and fully reviewed with a new charter in 2020,
makes it possible to offer more flexibility to employees who expressa desire for it. It goes without saying that Wendel has also
scrupulously complied with the government’s recommendations formonitoring remote working since the beginning of the Covid
pandemic.
A charter on paid leave, limiting, among other things, the excessive
carryover of leave days from one period to another, was also
signed in 2020. This new charter aims to guarantee all employees
the opportunity to take full advantage of the annual leave
entitlements which are necessary for their physical and mental
well-being.

(1) Carried out by 96 Group employees, including corporate officers and trainees as well as people who arrived or left during the year,
excluding mandatory training, Get to know your colleagues’ sessions and compliance training.
(2) Excluding mandatory training, “Get to know your colleagues” sessions and compliance.
(3) Employees with a permanent or temporary employment contract, all offices combined, as of December 31.
(4) Example of social projects set up by the CSE in 2021. This list is not exhaustive and does not constitute a systematic allocation.
These attributions are at the sole charge and will of the CSE.

202  - Universal registration document 2021

C?=,49,9.4,791:=8,?4:9
WendelIn 2021, many of the benefits offered by Wendel were revised to be
more competitive and more advantageous for employees:
additional allocation of CESU checks during confinement for
employees with children under 16 years of age, transformation of
the PERCO into PERECOL, market study for the renewal of themutual insurance company with a more advantageous quality/cost
ratio and offering a better quality of services, (which responded to adesire expressed by employees in a survey carried out in 2019), thelaunch of a parenthood platform, the introduction on several
occasions of Covid vaccination sessions open to employees andtheir spouses on a voluntary basis only, the introduction of thesustainable mobility package with effect from January 1, 2022. But
also, the allocation of the exceptional purchasing power bonus for
eligible employees, the opening of a second capital increase andthe proposal of new criteria for the calculation of the profit-sharing
taking into account the commitment of each employee in thecalculation of the final result (participation in training andimplementation of annual objectives).
In order to highlight all the benefits available to employees and toensure total transparency, the Company has made available asummary catalog of all existing benefits by country. This is regularly
updated.
Overseas

Abroad, Wendel strives to provide similar services in line with local
practices (examples: quality health coverage, contribution to thecost of gym membership, etc.).
In line with what has been done in France, the Company has
initiated a process to review and improve the benefits offered in the
United States and Luxembourg. A catalog summarizing the various
benefits will also be available for each country.
As in France, Wendel has respectfully applied the recommendationsof local governments in terms of monitoring remote working since
the start of the Covid pandemic.
Surveys on quality of life at work

Wendel wants to introduce a process for continuously improving
quality of life at work. With this in mind, at the end of 2019 theCompany decided to launch a survey to assess psychosocial risks.
Although this is a requirement under French law, the Company has
opted to extend it to all international offices. A first international
survey was carried out in 2020. These initial results have made it
possible to highlight the Company’s strengths, as perceived
internally, and to identify potential areas for improvement. Overall,
the findings are very positive and reveal a positive working
environment, a manageable level of stress and the strong interest

4

that employees have in their work. The results were thencommunicated and shared with the CSE and internally so thateveryone could provide feedback and make suggestions for
improvement.
Following this survey on psychosocial risks, an internal participatory
tool was set up in 2020 to further assess the quality of life at workwithin the Group. This platform allows Wendel to collectemployees’ perceptions on various themes (recognition, working
conditions, relations with others, well-being, etc.) and for
employees to express themselves by sharing their ideas
anonymously. Regular surveys will be carried out. In this way,
Wendel can carry out a qualitative and comparative assessment,
identify high-priority projects, develop associated corrective
measures and measure their impacts.
The quality of life survey was relaunched in September 2021, after
18 months of health crisis. The participation rate was significantly
higher than that of the first survey conducted in 2020. For this new
campaign, an “ease of remote collaboration” indicator has been
added. As in previous surveys, the results are very positive andalmost similar to the feedback from employees as shared inprevious surveys (favorable work environment, interest of
employees in their work, stress level under control). The results
obtained show that the sub-indicators most appreciated by theemployees are the ease of collaboration, the Company values, theatmosphere and the ratio between workload and autonomy.
As a result of these initial surveys, Wendel has taken into
consideration many of the ideas put forward by employees.
Wendel has also launched a survey on parenthood in 2021, open to
all employees, whether or not they are parents. The purpose of thisanonymous survey, carried out by an independent externalorganization, was to assess employees’ perception of theCompany’s parenting policy, to measure existing support for
employees who are parents and to orient parenting policies
according to the needs identified. The results obtained are very
positive and are, in the majority of cases, much higher than the
results obtained by all the companies that participated in this same
survey (all business segments included). Overall, the results at
Wendel show: a very favorable perception of the announced parenting policy
and its practical application with little discrepancy between thetwo, a criterion obtaining 65.8% of favorable opinions.
There is a culture of goodwill towards parent employees, as
reflected in the 71.1% favorable opinion at Wendel (comparedwith 57% for the panel as a whole); - Universal registration document 2021

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Wendel departures and returns from parental leave are well anticipatedand well managed;

 the Company is open to discussion in order to find solutions foran adapted work organization.
More than 60% of respondents indicate that becoming or being aparent does not have a negative impact on career development orcompensation. Men and women are equally concerned by thesystems put in place by the Company.
Finally, more than 76% of respondents believe that the Company
offers concrete support for employees who are parents, well above
the 34.7% obtained by the panel of participating companies. For
Wendel employees in France, this rate reaches more than 96%.

To ensure that everyone’s personal time is respected, Wendel has
had a charter in place since 2018 guaranteeing a right todisconnect for everyone outside of working hours. In 2021, theGroup continued to make its teams aware of this charter,
particularly during periods of lockdown or reinforced remote
working.
Finally, Wendel continues to fully embrace its commitment to beinga socially responsible company and has maintained its corporate
sponsorship, also known as skills sponsorship. This scheme
combines the commitment of employees to charitable causes withthe development of their skills (see section “Supporting andstrengthening our commitments to civil society”).
All of these measures enhance the appeal of Wendel’s employer
brand.

Indicators

Wendel’s Human Resources department closely monitors all Wendel Employees in France and overseas.

Absenteeism (scope: France)(1)

2021

2020

2.61%

3.13%

(1) Methodology for calculating absenteeism: (total absenteeism days*100)/(218 days* average number of employees).
Absences recognized: illness, commuting accidents, work-related accidents, sick children, part-time working on health grounds/absences notrecognized: family events and parental leave.

Absenteeism, excluding family events, was around 2.61% in 2021. This figure remains well below the national average absenteeism rateestimated at 6.87% in 2020(1). At the national level (France), this represents an average of 25.1 days of absence per employee. At Wendel,
the average number of days of absence per employee is 5.5.

2021

2020

Number of accidents (scope: France)

10

Number of commuting accidents

02

Number of fatal accidents

0

0

2021

2020

2019

7.9(1)

7.8(1)

7.5

In 2021, there was one workplace accident resulting in no lost time and no commuting accidents.

Average length of service of employees (years)(1) In 2020 and 2021: inclusion of employees on permanent and temporary employment contracts. In 2019, only permanent contracts were taken into
account.

At the world level the average length of service of employees is 7.9 years.

(1) According to the 13th Ayming France absenteeism and engagement survey.

204  - Universal registration document 2021

C?=,49,9.4,791:=8,?4:9
Wendel4

Combating discrimination and promoting diversity

Gender equality

As set out in its Code of Ethics, Wendel strives to promote diversity
within the Company and sees it as a major benefit which
contributes to the Group’s excellence.

Wendel aims to provide a welcoming and stimulating work
environment for men and women and has implemented several
initiatives to achieve this goal.

Wendel takes steps to ensure that decisions regarding recruitment,
career development (training and job promotions) andcompensation are made without any form of discrimination. Only
the skills and experience of candidates is taken into account. To
reinforce this approach in a transparent manner, in 2021 Wendel
has undertaken the implementation of a vast project to define eachof the Company’s roles and functions, within in an evolvingorganization, in order to ensure that the skills required anddeveloped within the Company remain directly and uniquely linked
to the expertise and knowledge adapted to the Company’s internaland external environment.

In particular, Wendel requires women to be equally represented in
the applicant pool during each recruitment process.
In equivalent positions, there is no difference in pay for men andwomen.
Wendel offers flexible working and benefits for parents in order topromote work-life balance as described above (see section on
work-life balance).
Wendel is aware that gender equality requires a collective effort,
particularly in the area of investment. It is with this in mind that
Wendel signed the Gender Equality charter of France Invest
published on March 6, 2020.

As such, women are represented in the total headcount, in management positions, as well as in investment positions and on governancebodies:

2021

2020

FranceInternational

Group

FranceInternationalGroup

Women in the total workforce(1)

58%

54.5%

57%

56%

50%

54%

Women in employee manager
roles(1)

59%

N/A

N/A

58%

N/A

N/A

42%

43%

42%

40%

33%

37%

40%

42%

40%

29%

37%

Women Investors(2)

Women in management
positions(3)42%Women on the Investment
and Management Committees(4)Investment Committee: 28.6%

Investment Committee: 33%

Management Committee: 40%

Management Committee: 45.5%

Women on the Supervisory
Board(5)
Women in recruitment(6)

50%
75%

50%

67%

45%
62.5%

100%

70%

(1) In 2020 and 2021: France scope: permanent and fixed-term employees in France/International scope: employees with a permanent or temporary
employment contract abroad.
(2) Women employees within the investment teams, excluding assistants and office managers.
(3) Line manager of at least one employee (excluding the Chairman of the Executive Board).
(4) Including the Chairman of the Executive Board.
(5) Excluding members representing employees.
(6) Excluding internal mobility, including fixed-term contracts hired on a permanent basis during the year in 2020 (change in calculation method) andtemporary contracts.

In 2021, the proportion of women on the Supervisory Board
enabled Wendel to win the “Diversity in Management Bodies”
prize at the 2021 Corporate governance Awards.
The Company’s rate of women in its investment teams (42% in2021) exceeds, to date, the objectives set by the France Invest
charter on Parity by 2030 (target of 40%).

Under the French “Freedom to Choose a Career” law (loi pour laliberté de choisir son avenir professionnel) enacted on
September 5, 2018, Wendel is required to publish the indicator of
the Gender Equality Index. In 2021, Wendel obtained a score of
53/100. All of Wendel’s workforce in France falls under the scopeof the index.

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Wendel

It is important to highlight that Wendel is committed to a process
for implementing the principle of equal pay through a job-based
approach which is not covered by the index methodology.
In addition, in 2020 Wendel fully reviewed its action plan on
gender equality by incorporating more criteria than required by
French regulations for a company with fewer than 300 employees.
The four criteria to which Wendel has committed are hiring,training, balancing work and family responsibilities and actual
compensation. Each of these criteria includes numerous measuresand indicators used to implement concrete actions in favor of
professional equality. This new action plan went into effect onJanuary 1, 2021 and will be renewed for the year 2022. This action
plan is reviewed and updated annually and approved by the CSE.
Although the implementation of an action plan on gender equality
is governed by French regulations, Wendel ensures that theseprinciples of equality are applied in all countries. The monitoring
indicators are adapted according to local regulations and practices.
Disability

Wendel welcomes and recognizes all talents, and undertakes not
to discriminate against candidates or employees with disabilities.
The Company employs two (in its permanent workforce) people
with disabilities in France and contracts with institutions providing
assistance through work, in particular for the purchase of officesupplies.
Wendel is also adopting a preventive attitude towards its
employees. Thus, the Company made ergonomic equipment
available to employees who expressed a need, even if theserequests did not come from a doctor.
Wendel builds a work environment that respects each individual
by ensuring safe working conditions and respect for everyone.
Youth and senior employment

The breakdown of permanent and temporary staff by age Group is
the following:

Under 3017%

30 to 39 years old

37%

40 to 49 years old

26%

50 years and over20%

 New hires under the age of 30: four people under-30-year-old
hired worldwide; Percentage of 30-39 year old recruited: four people aged
between 30 and 39 recruited worldwide;

206  - Universal registration document 2021

 Percentage of 40 to 49-year old recruited: four people aged
between 40 and 49 recruited worldwide; New hires who are seniors (> 50 years old): no one over the ageof 50 hired.
Compensation

EFPD

Wendel’s salary policy ensures that the interests of employees arealigned with those of shareholders, through several levers: thevariable component of compensation, profit-sharing (in France)
and the employee shareholding, open to all employees. This
convergence of interests is a key component of the corporate
culture; thus, everyone shares the Group’s ambition for excellence.
Each year, Wendel carefully reviews the level of compensation of its
employees according to the nature of their duties, skills andexperience. It is also important to note that this level ofcompensation and its structure are reviewed in view of market levels
and practices. Variable compensation is awarded based on theindividual and collective performance of teams and the Company.
For France, total compensation in cash (base salary, variable pay
and individual job-related bonuses) paid in respect of 2021 wasapproximately €14,4 million.
Lastly, Wendel offers very comprehensive death & disability
insurance to its employees and their families, financed largely by
the Company.
Promoting employee shareholding

Wendel believes that employee share ownership is a key value forestablishing a long-term partnership with employees and has
always encouraged it, whether through the Group Savings Plan
that has been in place for more than 30 years or grants ofperformance shares and/or stock options, which most employees
have received since 2007. This attribution campaign is designed toinclude Wendel’s employees in the Company’s strategy and tointerest everyone in its long-term performance. As a result, 91% of
the Company’s employees were shareholders at December 31,
2021.
The Group Savings Plan

The Wendel Group savings plan is a collective savings scheme thatallows employees of Wendel France and Luxembourg who so wish
to build up personal savings with the help of the Company. The
Group Savings Plan was completely overhauled in 2020 with theintroduction of two different regulations, a PEG for French
companies (Wendel and Wendel-Participations) and a PEGI(International Group Savings Plan) for the Luxembourg companies.
This new PEG allows savers to no longer hold Wendel shares but
units in mutual funds (FCPE).
The Wendel mutual fund undertakes to have an investment in
Wendel shares of between 95% and 100% and the share value isintended to track the Wendel share price.

C?=,49,9.4,7 91:=8,?4:9
WendelIn 2021, employees were able to participate in two capitalincreases, the first in October and the second in December. A totalof 28,824 shares were subscribed in the two transactions by 96%
of eligible employees, through two bridging funds created for theoccasion, which were then merged with the Wendel mutual fund,the FCPE. Once again this year, employees were able to benefit
from a discount of 30% and their voluntary payment was increased
up to the maximum legal ceilings.
At December 31, 2021, former employees and employees(excluding members of the Executive Board) held 0.19% ofWendel’s share capital in the Wendel FCPE and the Wendel 2021
FCPE Relais No. 2, the two funds having merged in January 2022,
and 0.50% of Wendel’s share capital in the PEG in pure registered
form.
Grant of stock options and performance shares

89% of employees worldwide on the grant date received stock
options and/or performance shares.

4

shares by virtue of the authorization granted at the Shareholders’Meeting of June 29, 2021 and the Executive Board’s decision on
July 30, 2021.
Attached to these grants are a service condition and aperformance condition.
A history of stock-option and performance share plans is provided
in Tables 8 and 9 of the Afep-Medef Code presented in
section 2.2.2.2.
The following table indicates, for the period from January 1 to
December 31, 2021:

 the total number of options granted to the ten employees(excluding Executive Board members), who individually were
granted the largest numbers of options;

 the total number of options exercised by the ten employees
and former employees (excluding members of the Executive
Board) who exercised the greatest number individually.

In addition to the two Executive Board members, 76 employees inFrance and abroad received stock options and/or performance
Total number

Strike price weighted average

Options granted during the year to the ten Group employees
who were granted the largest number of options

33,649€110.97

Options exercised during the year by employees and former
employees whose number of options thus purchasedor subscribed is the highest

50,661€87.22(1)(1) In 2021, these options were exercised at a price of €80.91 (W 4 plan), €54.93 (W 5 plan), €82.90 (W 6 plan) and €112.39 (W 8 plan).

Employees were awarded performance shares through two
different plans. The ten largest beneficiaries among the Group’s
employees (excluding members of the Executive Board) were
granted 40,461 shares, a cumulative total for the two performance
share plans granted during the year.
Offering additional pension benefits
 “PERECOL” pension plan

In 2010, a Company pension plan “Perco” was introduced for
employees in France. Its purpose is to enable the Company’s
beneficiaries to build up savings, with the Company’s help, in theform of a collective portfolio of securities and to benefit from theadvantages associated with this form of collective savings and tooffer, on the basis of this, a supplementary financing mechanism
for retirement. In accordance with the PACTE law (law on thegrowth and transformation of companies), in order to harmonize
and simplify retirement savings products, Wendel has transformed
the PERCO plan into a PERECOL (Plan d’Épargne Retraited’Entreprise Collectif – Collective Company Retirement SavingsPlan), providing its employees with more favorable measures. The
amendment signed in July 2021 replaces in all its provisions thoseof the agreement of November 30, 2010 and its amendment
signed on April 9, 2020.
The Company matches certain contributions up to the legal limit.

On December 31, 2021, 58.06% of the employees present had
already invested in PERECOL, compared with 50.85% at the samedate of the previous year.
 Supplementary pension plan

In 1947, the Company “Les Petits-Fils de François de Wendel”(now Wendel SE) set up a supplementary pension plan for all
employees, regardless of their category, provided they retire while
employed by the Company. This plan was closed on
December 31, 1998. The supplementary pension plan guarantees
each employee beneficiary an overall level of retirement income.
This income is expressed as a percentage of end-of-career
compensation (fixed + variable excl. extraordinary amounts). It
increases in relation to the employee’s age and seniority up to a
maximum of 65% of this compensation. The pension plan provides
for a payout of 60% to a surviving spouse on the date of theemployee’s retirement, and includes supplements for dependent
children.
Benefits financed by the Group under this supplementary plan arecalculated by deducting the total amount of pensions financed by
Wendel while the employee served in the Group from theguaranteed amount. Since 2005, the Company has transferred theassets necessary to service pension benefits to an insurancecompany, which makes payments to the beneficiaries.

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WendelAs at December 31, 2021, there were 36 retirees and two
employees of the Company who benefited from the plan.
Promotion and respect of the ILO fundamental conventionsand Human Rights

Wendel manages its human resources in accordance with theInternational Labor Organization’s (ILO) fundamental conventions.
France has ratified the eight fundamental ILO conventions on
forced labor, the freedom of association and protection of theright to organize, the right to organize and collective bargaining,equal pay, the abolition of forced labor, discrimination, theminimum age for admission to employment and all forms of childlabor.
Wendel does not operate in a business segment where there is arisk of violation of workers’ rights, and therefore is not faced with
the issue of respecting these conventions.
In the course of 2020, Wendel’s Code of Ethics was completely
revised and mandatory training on this subject was provided. The
purpose of this training was to raise employee awareness ofWendel’s commitments to upholding individual and human rights.
This Code of Ethics is given to each new employee hired on arrival.
Wendel insists on the fact that being valued and respected createsa virtuous circle of a positive work culture and thus establishes anenvironment that respects each individual. Zero tolerance against
any form of harassment or discrimination enables Wendel tocomply with the various regulations imposed on each of thecountries in which an office is located. As explained in the training
section, almost all employees in the French and Luxembourg
offices have been trained or made aware of the issue ofharassment and, more generally, of psychosocial risks. In addition,certain employees involved in the recruitment process have takena “recruiting without discrimination” training module.
Health and safety of the workforce in a global health crisis

Wendel pays close attention to the health and safety of its
workforce. In the unprecedented health context related to
Covid-19, the Group strictly applies the governmental directives in
the countries where it operates (remote working, health protocol,etc.) Everything is done to allow everyone to work remotely in thebest conditions (individual office equipment when requested,computers for everyone, computer hotline, etc.) in order tomaintain the activity while ensuring the well-being of all. Regularcommunications are sent to all employees to remind them of therules in force.
A Covid-19 unit is in place since 2020 to answer employees’questions and provide teams with information on specificmeasures such as telehealth consultations, psychological support,childcare in the event of illness, etc. The purpose of this unit is also
to promote interaction between employees and anticipate any
specific support that may be given to teams. When employees
returned to the Group’s various offices, the unit continued its

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support activity, monitoring changes in the health situation andsupporting the return to work in the classroom under the best
possible conditions according to changes in government
regulations.
The Company also organized time for one-to-one and collective
discussions with healthcare professionals, in order to provide
everyone with answers on the health protocol to be followed and,more generally, on the implications and status of the pandemic. A
psychological assistance unit has been set up with the support of
Wendel insurance in the local language of each country, a service
provided by professionals and available seven days a week.
The Company has implemented a very strict health protocol in its
offices that allows each employee moving around the premises tohave access to a reassuring and secure environment in terms ofhygiene and health.
As part of the survey on quality of life at work, Wendel also wanted
to measure the impact of the health crisis and remote working on
the morale and motivation of its employees. Thus, 83% of survey
respondents believe that the new working organization issatisfactory, and that the level of stress experienced at work
remains moderate.
Regular, even daily, meetings during the various lockdown periods
were held by Wendel’s Executive Board with the Deputy CEOs, theGeneral Secretary, the Director of Human Resources, the Directorof Sustainable Development and Communications and the
Director of Taxation. All managers have been asked to adapt
management practices to combat the effects of isolation andmaintain a positive working environment, including through daily
meetings by video conference.
The deployment of the training plan was adapted to the context
with the implementation of an online training offer for all
interested employees (see the chapter dedicated to training insection 4.1.7). In the majority of cases, depending on the training
courses and when this was made possible by the service providers
or the health context, employees were able to select the format
best suited to their needs (face-to-face or distance learning).
Workshops and in-house events are regularly offered to ensure
and maintain team cohesion.
Supporting and strengthening our commitments to civil society
Wendel’s commitment to civil society is in the Group’s DNA. It is, infact, part of its family heritage. This commitment goes
hand-in-hand with a long-term vision in line with its business as aninvestor. Wendel’s philanthropic approach is based on twolongstanding pillars: education and culture. A third pillar,
solidarity, supplements this approach.
The Group’s sponsorship policy, strengthened in 2018, wascontinued in 2021 in the form of recurring or one-off donations to
the world of culture, education and solidarity.

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WendelLong-term commitments

Wendel has supported Insead since 1996. In that year, theprestigious business school created a chair and then a center forfamily-owned businesses (Le Centre Wendel pour l’entreprisefamiliale) and Wendel has been a partner in this initiative from thestart.
Wendel has been committed to the Centre Pompidou-Metz since
its creation in 2010, because it wanted to support this emblematic
institution that makes art available to the general public. In 2020,
Wendel renewed its sponsorship agreement with the Centre
Pompidou-Metz for another five years. In the midst of theeconomic and health crisis linked to Covid-19, it was of crucial
importance for Wendel to continue to support the world of culture.
Wendel works actively with partner institutions to further theirdevelopment projects. The Group is represented on the Centre
Pompidou-Metz Board of Directors by Nicolas ver Hulst, Chairmanof Wendel’s Supervisory Board.
In recognition of its long-standing commitment to the arts, Wendel
was awarded the title of Grand Mécène de la Culture (Grandpatron of the arts) by the French Minister of Culture on March 23,
2012.
Commitments for 2021

A prioritized commitment to solidarity in the context of ahealth crisis.
In 2021, Wendel continued to support solidarity projects, on the
one hand by renewing some of its commitments and on the other
hand by choosing to associate itself with new causes.
Support for charitable organizations can take many forms. It cantake the form of a donation that will contribute to the overallbudget of the organization, thus enabling the charity to cover its
various actions for a given year. Or it can be in the form of support
for a specific project.
Wendel has therefore renewed its donations to charitableorganizations, some of which it has supported since 2018, namely: The Bowery Mission (United States); Clubhouse France (France); The Fondation de la Maison de la Gendarmerie (France); iMentor (United States);

4

Lastly, through its participation in the Crisis Prevention Institute(CPI), Wendel has renewed a training assistance program initiatedin 2020, for supervisory staff in health and/or education
organizations aimed at preventing violence by funding training
hours taught by CPI’s certified instructors.
In total, in 2021, Wendel’s charitable donations amounted to€834,265.
 A day of skills sponsorship offered to all Wendel employees.

Since 2021, as part of the reinforcement of its philanthropy
strategy, Wendel has offered each employee the opportunity tospend one day of working time per year on a charitable initiative.
This skills sponsorship day allows everyone to volunteer with thenon-profit of their choice, in compliance with the principles of theWendel Ethics charter, provided that the organization has nopolitical and/or religious leaning. In order to encourage teams tocommit to this approach, in collaboration with its partner
associations, Wendel offers a certain number of predefinedassignments that enable employees to use their time and skills in
the public interest.
Wendel launches its “Wendel Cares” endowment fundIn 2022, Wendel’s philanthropic approach will become further
established through the creation of an endowment fund that now
includes all of the Company’s philanthropic actions.
During 2021, Wendel’s teams worked on the creation of thisendowment fund to standardize the Company’s philanthropic
approach and make it more ambitious. Named “Wendel Cares”, its
purpose is to finance structures/charities submitted throughinternal and external calls for projects that fall within one of the fiveareas to which it has chosen to commit. These projects are thenselected by the fund’s Board of Directors, which is now made up of
employees from each department, recruited to best represent
Wendel’s identity.
 Wendel Cares’ areas of commitment.

In addition to the two historical pillars of education and culture,
three new areas of commitment have been chosen to define its
scope of action:

 equal opportunities and professional integration;
 medical research and health; and environmental protection.

 Les Restaurants du Cœur (France); 914 Cares – Empty Bowls (United States).
And supported new charitable organizations for 2021:

 Memorial Sloan Kettering Cancer Center (United States); Mosaics 9 (France);
 Civil protection (France).

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Wendel

4.1.7.2 Wendel, investing for the long term:
Building sustainable companies
Invest to support the prosperity and transformation ofcompanies that respect society and the environment
ESG performance is embedded in Wendel’s mindset as aninvestor. It believes that a stringent ESG approach to investment is
the most relevant to upholding its responsibility vis-à-vis its
shareholders and stakeholders. The investment opportunity
assessment framework that it uses sets out a prerequisite for any
new investment, the alignment of the Company’s activity with
Wendel’s values and corporate purpose and an assessment oflong-term resilience.
Its permanent capital and the stability of its shareholder base gives
it the time and ability to carefully develop and transformcompanies in which it invests.
As an investor for the long term, Wendel’s key goal is to support
and transform companies with the potential to develop in achanging world and to deliver both return on investment to its
shareholders and lasting benefits to society. In other words,
Wendel believes that taking ESG criteria into account for its
investment activity helps to create near-term, medium-term andlong-term value, without sacrificing the future for the present.
Integration of ESG throughout the Investment Cycle
Extra-financial issues within Wendel Group subsidiaries: considerationof risks and opportunities to build sustainable leaders
Risk description

Lobbying activities

Wendel does not use any lobbying agencies.
Trade associations

As a listed company, Wendel contributes to marketplace
discussion by participating in the work of all the major professionaland financial market organizations of which it is a member: Afep,Ansa, Medef, France Invest, Paris Europlace, etc. In 2021,
professional contributions amounted to approximately €131,000.
Think tanks

Wendel is a partner of: Institut Montaigne.

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By investing for the long term, Wendel is committed to working
with entrepreneurial teams to build sustainable leaders. Wendel
believes it is essential for the companies in which it invests to take
into account extra-financial issues, both in terms of the risks they
may involve and the sustainable value creation opportunities they
represent.
Wendel makes sure that management in its portfolio companies
takes the appropriate measures to prevent and/or mitigate
extra-financial risks and seize every opportunity to create value
over the long term. For Wendel, this is a matter of strengthening
its positive impact – in strict compliance with its role as ashareholder and with rules of governance – on the companies in its
portfolio by encouraging them to take ever greater account of
extra-financial issues.

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Wendel4

Policies and results

At the beginning of 2020, Wendel defined a responsible investment procedure that it applies and enriches as investment opportunities
arise, and integrates the study of risks and opportunities throughout the life cycle of its investments, in particular.

The main stages of this process are summarized in the following diagram:

PRIOR TO INVESTMENT

Screening

Investment
exclusion
list
Identiﬁcationof the most material
ESG risks andopportunitiesof the investment
targetOWNERSHIP PHASE

ESG due diligence

Conducting in-depth
ESG due diligencebased on the mostmaterial issues
identiﬁed in
the review phase

Integrationof the screening
ﬁndings into
the investment
note reviewed
by the Investment
Committee.

Investment
decision

EXIT

Year 1:
Priority Setting

Integration ofdue diligenceﬁndings to thePre-Investment
MemoFirst annual
reviewDeﬁnition of a
ESG Transformation
Roadmap

Value-creation process

Valuingtransformation

Engagement- Work with Wendel Operational
Partners and external expertsof identiﬁed priorities
Progress monitoring- Progress reviewed at Company
Board level once a year
- Annual portfolio progress review
by Wendel’s Executive andSupervisory Boards- Annual reporting

Ad hoc proﬁt sharing,depending on context

Sustainability Exit Memo and/or
Vendor Due Diligence,highlighting progressachieved

Steps conducted with the supportof external sustainability experts

 priorto investment: all investment opportunities are
systematically examined with regard to i) a defined exclusion list
and ii) due diligence of the ESG issues identified as priorities;
During this phase, particular attention is paid to theconsideration of the four priority ESG themes: (i) climatechange, (ii) diversity and gender (iii) consumer and employee
health and safety (iv) development of sustainable products andservices;

Since 2021, Wendel has also committed to conducting ananalysis of the risks and opportunities related to acceleratingclimate change in its controlled companies. This analysis will
also be conducted in newly acquired companies;

 at exit: the transformation achieved within the Company will behighlighted and showcased through an exit memo. Whencircumstances allow it, Wendel ensures wherever possible, thatit associates the teams of the divested company with the value
created.

 during the holding period: any new controlled company
enteringtheCompany’s
portfolio
receives
initialawareness-raising training on ESG topics, as well as a review of
its ESG maturity by an external service provider. Based on thefindings of this study, an ESG roadmap is drawn up within
18 months of its acquisition. This roadmap systematically
includes the four priority ESG themes defined by Wendel (seebelow).

Exclusion policy

For fiscal year 2021, Wendel has updated its Investment Exclusion
Policy, which applies to all new investments(1). This policy wasapproved by the Wendel Executive Board on November 9, 2021.
The exclusion policy will be reviewed each year.

Investment teams at Wendel and portfolio companies’
management teams are also held accountable for progressagainst this roadmap with an alignment of variable
compensation with ESG performance criteria.

(1) The excluded sectors in bold are sectors that were added to the list in 2021.

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WendelIn addition to refraining from investing in entities involved in the
production, marketing or use of, or trade in, illegal products oractivities, Wendel will also not invest in entities directly responsible
for the production, distribution, marketing or trading in:
1. tobacco;
2. pornography;
3. controversial weapons, as defined by the following treaties:
 the Treaty on the Non-proliferation of Nuclear Weapons(1968),
 the Biological Weapons Convention (1975),
 the Chemical Weapons Convention (1997),
 the Ottawa Treaty (1997) on antipersonnel mines,
 the Convention on Cluster Munitions (2008);

4. firearms;
5. gambling facilities or products;

In addition to the sector exclusions set out above for all of theCompany’s direct investments, Wendel will also pay the utmost
attention to indirect economic exposure to these businesssegments, in particular when examining investment opportunities
that have passed the first filter of the exclusion list.
In 2021, in order to deepen the responsible investment approachand place it at the heart of the investment activity, Wendel has
undertaken the following actions: integration of ESG due diligence with strategic and commercial
due diligence, in order to highlight the issues of value creation
and/or destruction;

 strengthened collaboration with the Operating Partners toensure rigorous monitoring of the commitments of eachcontrolled portfolio company at all levels, from the Board of
Directors to operational management;

 training of investment teams in the various ESG workstreams
undertaken by our operating subsidiaries (updating the ESG
roadmap, establishing a climate risk analysis, etc.).

6. coal mining and coal-based power generation;
7. narcotics;
8. fur;9. asbestos.

All of the above actions led to the following results in 2021:
2021

2020

Number of investment team members trained in ESG work to be undertaken
in portfolio companies

100%

N/A

Percentage of investment opportunities reviewed under the Group’s exclusion policy

100%

100%

Percentage of investment opportunities studied that have undergone
due diligence covering ESG risks and opportunities

100%

100%

Supporting the implementation of ambitious strategic roadmaps
As a shareholder, the Wendel Group is not involved in theoperational management of its subsidiaries but does ensure,mainly through close communication with their management andthe Boards of Directors, that these companies gradually integrate
ESG issues in their risk management and strategies. The controlled
companies are already subject to numerous national regulations,and this dialogue is carried out in compliance with local laws.

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In 2021, 100% of Wendel’s controlled portfolio companies had astrategic ESG roadmap. This roadmap systematically includes thefour priority ESG themes defined by Wendel.

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Wendel4

Priority themes defined by Wendel

Equalityand diversity

ClimateWendel closely monitors the quality of the roadmaps drawn up by
its operating subsidiaries and any progress made on them.
Rigorous monitoring of ESG performance is carried out through: frequent exchanges with the sustainable development teams of
portfolio companies. These exchanges include the Operating
Partners;

 a structured review of the progress made towards the objectives
set out in the roadmap, as determined by the Board of Directors
and/or the Audit Committee of the controlled company.
In addition, the level of progress achieved by portfolio companies
is reported to the Supervisory Board, Wendel’s Executive Board,and the members of the ESG Steering Committee.

Health and safetyof employees
and consumers

Sustainable
and/or eco-designed
products
and services

Wendel’s management and the management teams of the portfolio
companies are also held accountable for progress against thisroadmap with an alignment of variable compensation withperformance.
Thus, in fiscal 2021, 100% of the top management of the controlled
portfolio companies had a portion of their variable compensationtied to ESG criteria. In addition, the stock option plan for the
Executive Board for the year 2021, which constitutes 15% of thetotal compensation for the members of the Executive Board,
increases the exposure of the Chairman of the Executive Board’s
total compensation to the Group’s ESG performance to 19.2% for
the year.

2021% of the management teams of controlled portfolio companies whose variable
compensation is aligned with the ESG performance of their Company% of the Chairman of the Executive Board’s total compensation contingent
on the Group’s ESG performance% of Wendel teams whose variable compensation is contingent on ESG performance criteria

2020

100%

80%

19.2%

Only variable portion
indexed to ESG

23%

22%

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WendelConstantly improving the quality of extra-financial information
on Wendel and its portfolio companies
Wendel’s responsible investor approach also covers its ability torigorously measure the extra-financial performance of its businessand that of its companies. Wendel is attentive to the quality of theextra-financial information it collects and communicates to all of its
internal and external stakeholders, in particular to the financial
community (shareholders, investors, analysts, etc.). The attention
paid to the quality of extra-financial information makes it possibleto: address the most material ESG topics for the Group; improve the readability for all stakeholders of Wendel’s
extra-financial performance with regard to the wide range ofinternational ESG reporting standards;

 allow investors to form an opinion on the Wendel Group’s ESG
strategy.
In 2021, Wendel won the Transparency Award and was nominatedfor the award for the quality of extra-financial information. Thisdistinction rewards the efforts already made and those that arecontinuing, in order to align extra-financial information with thehighest standards of disclosure and reporting. The table below
summarizes the standards adopted or in the process of being
adopted by 2023:

Standard or reporting exercise Status in 2021

State of progress in 2021

Global reporting Initiative 4Standard complied with in the Group’s Extra-Financial
Performance Declaration

United Nations Principles for Responsible Investment (PRI)

Voluntary reporting in 2021 – note available in 2022

United Nations Global Compact – Communication on Progress (COP)

Reporting in 2022

Task Force on Climate-related Financial Disclosures (TCFD)

See Climate Plan chapter – Built on TCFD recommendations

In 2021, Wendel strengthened its program of meetings andexchanges with institutional and individual investors on the subjectof ESG, by participating in dedicated conferences or by directly
soliciting its committed investors on these issues. A total of ten
meetings were organized. Once again this year, the Groupparticipated in an event on ESG organized by the French Society of
Financial Analysts (SFAF).
During the year, all major events organized for shareholders andinvestors (Shareholders’ Meeting, Investor Day) included apresentation of the Group’s ESG approach and the companies in its
portfolio. The Group’s communication media (brochures, social
media, etc.) regularly include information on the ESG performanceof Wendel and its companies.
The extra-financial scores and ratings received by Wendel in 2021
are presented in section 4.1.6.

Promoting operational excellence and ESG innovation
within the portfolio to generate sustainable growth
Wendel is deeply convinced that sustainability issues create value.
In this regard, the Company closely monitors the ESG performanceof its controlled companies, in particular with respect to each of
Wendel’s four ESG priorities.
In order to facilitate the readability of ESG performance at theportfolio level, Wendel makes sure to present a consolidated
measurement indicator for these priority issues wheneverpossible.
1. Mitigating climate change Emissions

generated by the Wendel Group and its
non-controlled subsidiaries amounted to 2,269,787 teq CO2,
compared to 1,581,988 teq CO2 in 2020. This increase is dueto the following changes: Tarkett was included in the scope of
non-controlled assets, Cromology left the scope of controlled
assets, and CPI calculated its carbon footprint.

 On the consolidated investment portfolio on a like-for-likebasis between 2020 and 2021, i.e. excluding Cromology andthe holding company Wendel S.E., emissions generated rose
marginally to 1,614,917 teq CO2 in 2021 from 1,586,781
teq CO2 in 2020.

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Wendel4

Emissions generated by Wendel in 2021

(in teqCO2)

Gross emissionsof the consolidated
investment portfolio(1)Wendel Group(Wendel SE and portfolio
of weighted consolidated
investments(2)Non-controlledweighted assets(3)202,174

105,692

22,082

Scope 1

Wendel Group and
Non-Controlled
Wendel Group Assets 2020 Fiscal Year(4)127,774

104,477

Scope 2

235,993

122,407

19,445

141,852

125,183

Scope 32,438,683

1,393,165

626,259

2,000,161

1,352,328

TOTAL

2,876,850

1,621,264

645,523

2,269,787

1,581,988(1) Sum of emissions generated by Bureau Veritas, Constantia Flexibles, Stahl and CPI, not weighted by the shareholding rate as of 12/31/2021.
(2) Weighting by the shareholding rate as of 12/31/2021 for portfolio companies.
(3) Information available for Tarkett only. Information not available for IHS Towers and assets invested via Wendel Lab.
(4) Information not available for non-controlled assets in 2020 (IHS Towers and assets invested via Wendel Lab).

 100% of controlled companies in the portfolio have definedcommitments to reduce their emissions, and 75% of them
have committed to implementing a target compatible with theemissions reduction trajectory established via the Paris
Agreement and validated by the Science-based target
initiative (SBTi).
2. Employee health and safety
 The average frequency rate of workplace accidents in theportfolio of consolidated companies was 1.14, slightly up overthe fiscal year compared to 2020 (1.08). The average severity
rate is nevertheless down (0.03 in 2021 compared to 0.04 in2020).
 100%of controlled companies have implemented acontinuous improvement process for health and safety in theworkplace.

3. Promotion of diversity and gender parity
 Wendel advocates an exemplary approach and strives toincrease the proportion of women in director positions. Thisratio stood at 26% in 2021. The average percentage of womenin the governance bodies of portfolio companies is rising,standing at 26% in 2021 compared to 23% in 2020. The
average percentage of women in management positions
within the Group’s entities fell slightly from 24% in 2020 to
23% in 2021.
 In terms of gender diversity, 100% of companies have

implemented gender-related objectives in their roadmap.

4. Innovation and eco-design
The share of products and services with added environmental
and/or social value offered by portfolio companies amounted to
54% of Wendel’s consolidated net sales in 2021. This ratio is based
either on the ratio of eligibility for taxonomy in relation to the net
sales of the company concerned (for Stahl), or on the net sales
ratios of the consolidated companies that correspond to products
and services contributing to environmental or social objectives
other than climate change mitigation and adaptation (the only
environmental objectives currently covered by the European green
taxonomy – see chapter 4.1.9).
This ratio for products and services with added environmental
and/or social value therefore covers:
 Bureau Veritas’ “Green Line" certification services offering,which represents 52% of its sales. The associated share of
net sales has been estimated on the basis of this sales
ratio;
 Constantia

Flexibles’ recyclable flexible packaging
offering, which represented an estimated 55% of its net
sales in 2020(1); Stahl’s products eligible for the European environmental

taxonomy, which represented 57% of the company’s net
sales in 2021. These eligible products are products whose
composition (high water content and low solvent content)
results in a significant reduction in CO2 emissions
generated over the life cycle of the product;(2) the entire CPI training offer, which is to reduce violent

behavior and improve personal safety in the workplace.

(1) The ratios relating to the recyclability of Constantia Flexibles’ solutions are only available for the previous fiscal year (2020).
(2) Life cycle analyses carried out by Stahl measure only the emissions generated from the beginning to the end of the production process.
Given the end use of the product, it is considered that most of the emissions are generated during the manufacturing process.

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WendelIn order to measure the effective contribution of its companies to a universal objective of sustainable growth, Wendel uses the United
Nations Sustainable Development Goals (SDGs) framework to qualify the sustainability challenges that its activity enables it to meet. Thisreference framework is also used by controlled companies within the portfolio.

Wendel has selected SDGs that are aligned to its business andbelieves that its ESG performance strategy will make a tangible
contribution to achieving the following SDGs:
4.4 by 2030, substantially increase the number of youth andadults who have relevant skills, including technical andvocational skills, for employment, decent jobs andentrepreneurship;
5.5 ensure women’s full and effective participation and equal
opportunities for leadership at all levels of decision-making inpolitical, economic and public life;

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8.3 promote development-oriented policies that support
productive activities, decent job creation, entrepreneurship,
creativity and innovation, and encourage the formalizationand growth of micro-, small- and medium-sized companies,
including through access to financial services;
12.6 encourage companies, especially large and transnational
companies, to adopt sustainable practices and to integratesustainability information into their reporting cycle;
13. take urgent action to combat climate change and its impacts.
In 2021, all companies have included an explicit reference to the
SDG framework in their ESG roadmap and have selected thesustainability objectives to which they are committed to contribute
through responsible conduct of their business.

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Wendel4748,?0#7,9

Wendel recognizes the urgency of the fight against climate change
and the need to take into account the potential risks andopportunities it generates in its strategic planning and operational
management.
In full compliance with its role as a shareholder, in 2021 Wendel
assisted its controlled companies in conducting an analysis of therisks and opportunities of climate change to which each of thesecompanies could be exposed. The objective of this approach is to
identify risks with severe economic repercussions, and to anticipate
the necessary changes so that these companies retain all theirresilience and competitiveness in a low-carbon society.
In order to conduct this assessment, Wendel relied on the TCFD
(Task Force on Climate-related Financial Disclosure) framework,
which has developed recommendations for communicatingclimate-relevant information. The objectives of this framework areto: promote more informed investment, credit and insurance
decisions;

The TCFD framework assesses climate risk through four themes:
governance, strategy, risk management and measurement andtargets
The conclusions of the analysis conducted enabled Wendel toestablish:(i) its alignment with the recommendations of the Taskforce on
Climate-Related Financial Disclosures (TCFD);(ii) a table of transition risks and physical risks to which Wendel
and its controlled portfolio companies are exposed;(iii) a short- and medium-term action plan to improve the climate
resilience of the Company and its portfolio.
This diagnostic phase is the first step in a four-year climate plan, on
which Wendel is committed to sharing its progress annually.
The successful implementation of this climate plan is a condition forthe 2021-2024 stock option plan for the Executive Board and for all
employees of Wendel SE concerned.

 enable stakeholders to better understand the exposure of assets
to climate-related risks;

 enablecompanies to integrate climate-related risks andopportunities into their risk management and strategic planning
processes.

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WendelWendel’s alignment with the TCFD recommendations
TCFD pillar

TCFD recommendations

Wendel positioning

Climategovernance

Description of the roles of Management and the Boardof Directors in monitoring and managing risks
and opportunities related to climate change.

The responsibility for managing the effects of climatechange is borne at all levels of the Company.
A criterion related to the management of climate change
conditions the variable compensation of the Executive
Board, as well as the stock option plan for all employees of
the Company. (See paragraph Options granted in respectof fiscal year 2021 in Section 2.2.2.2).
The Supervisory Board receives dedicated presentations
on ESG progress observed within the controlled portfolio,
including efforts to reduce emissions.
In 2021, all CEOs of controlled portfolio companies hadaportion of their variable compensation tied toa climate-related objective. The achievement of thisobjective is recorded by the Board of Directors of
the controlled company.
Wendel’s ESG team regularly monitors the process ofmeasuring and reducing the emissions of Wendel SE andits controlled companies.

Corporate
strategy

Identification of risks and opportunities related to climatechange in the short, medium and long term, and theirimpacts on the organization’s activities, strategy andfinancial management. Alignment of the company's
strategy with a low-carbon trajectory.

Wendel’s approach as a long-term investor, strongly
oriented towards value creation through ESG leverage,
demonstrates that sustainability issues are at the heart of its
strategy. Climate change management is positioned as oneof the four ESG priorities established by the Company.
Today, 100% of the controlled portfolio companies havedefined low-carbon products and services: Green Line segment on energy efficiency andlow-carbon transition proposed by Bureau Veritas; Constantia Flexibles’ offer of recyclable packaging; development of products containing renewable carbon
by Stahl;
 digitalization of CPI’s training courses.

Riskmanagement

Description of the process of identifying and managing
climate-related risks, and integrating them intothecompany's overall risk management process.

The risk factors to which Wendel is exposed, as presented
in chapter 3, mention ESG and climate risks, demonstratingthat these are integrated and prioritized in the Company’s
overall risk management.
In addition, the risk analysis conducted in 2021 ensurescompliance with TCFD standards (see risk table below) andhas been presented to the Director of Internal Control ofWendel SE.
The financial estimate of impacts will be calculated onthebasis of the climate plans established by the portfolio
companies.

Measurement
and objectives

Having indicators to measure the organization’s
100% of the controlled portfolio companies offer aperformance with respect to its climate commitments,
complete and public measurement of their carbon
in particular information on the organization’s carbon
footprint, according to the GHG Protocol standards,
footprint across all its scopes, and setting reduction targets. and all of these companies, with the exception of Stahl,
have a reduction target covering all their Scopes 1, 2 and 3.
Today,75% of the controlled portfolio companies,
representing nearly all consolidated revenue in 2021, havepublicly committed to defining a reduction target
approved by the Science-Based Target initiative. Wendel’s
objective is to support its entire controlled portfolio in thisprocess, and to establish areduction target at Group level.

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Wendel4

Exposure to physical hazards and transition risks
The risk analysis prepared in 2021 is based on the classificationtable of climate risks and opportunities as defined by the TCFD fortransition risks. For physical hazards, the physical hazard modelingis based on RCP 8.5 weather scenario data for 2030 and 2050.

The table below summarizes the main risks and opportunities
identified during this diagnostic phase. It includes, where relevant,the risks arising from the Bureau Veritas Climate Plan as publishedin the Company’s 2020 Universal Registration Document.

Transition risks and opportunities
Transition
risk/opportunity

Risk/opportunity category
as presented in the TCFD
classification
Description

Transition risk

Carbon price increase.

Estimates from the International Energy ****
Agency anticipate a 250% increase in
the price per ton of carbon by 2050,
assuming a low-carbon transition(1).
With the exception of Constantia
Flexibles, no other company in theportfolio has facilities subject to theemissions trading scheme. This increase
will have mainly indirect effects in thevalue chain of the portfolio companies(transport, energy, raw materials, etc.).

Measuring and anticipating thepotential cost generated by a carbon
emissions tax. For the portfolio
companies and for future investment
opportunities studied, a carbon costis estimated.
Vigilance with regard to theapplicability of emissions trading
systems (size of facilities, choice ofgeographical location, etc.).

Transition risk

Stricter regulations onemissions generated.

Recent examples related to the**European environmental taxonomy andthe future European Fit for 55 package
demonstrate the strongly evolving
nature of the regulations related to
low-carbon alignment and emissions
reduction.
These new regulations generate direct
costs (internal and external resources
mobilized to verify compliance) as wellas indirect costs over the long term
(operational transformation necessary
for compliance).

As a listed company, Wendel monitors
changes in European and international
regulations on climate impact
reduction. It also encourages thecontrolled companies to respect thebest standards in terms of reducing
their emissions (e.g. reduction trajectory
currently awaiting approval from the
SBTi for BureauVeritas and Stahl,
and already established for Constantia
Flexibles).
The companies in the portfolio also
carry out more specific monitoring ofcertain subjects to which they may be
exposed (e.g. the carbon credit market,
environmental labeling, circular
economy, etc.).

Transition risk
and opportunity

Change in raw
material costs.

The energy transition will require a
rapid increase in renewable energy
production capacity.
In this respect, certain metals such asaluminum, which is essential for the
manufacture of wind turbines, will facesignificant supply pressures. This metal
represents around 35% of the raw
materials used by Constantia.
Nevertheless, this transition to
renewable energy will automaticallyreduce the current costs of renewableenergy. Wendel and its portfolio
companies are all committed tosignificantly increasing the share of
renewable energy in their total
consumption.

Securing multiple and diversified supply
chains.
Reflection within the internal productionlines in order to optimize the quantities
of product used.
Participation in the improvement ofrecycling capacities in order to promote
the reuse of certain raw materials.

Exposurelevel
Measures in place or recommended***(1) World Energy Outlook study by the International Energy Agency, 2020.

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WendelTransition risks and opportunities
Transition
risk/opportunity

Risk/opportunity category
as presented in the TCFD
classification
Description

Exposurelevel
Measures in place or recommended

Transition
opportunity

Substitution of existingproducts and services
in favor of low-carbon
solutions.

The transition to a low-carbon economy ***will require the transformation or
discontinuation of certain products
and services, the manufacture andconsumption of which will become
difficult to reconcile with the emission
levels to be respected.
The main example in the portfolio todate is the leather treatment products
developed by Stahl, which are basedon petrochemical components.

Wendel encourages its portfolio
companies to constantly monitor
emerging trends and the risks ofsubstitution in their respective products.
For example, in 2021, Stahl’s
water-based (as opposed tosolvent-based) solutions alreadyaccounted for 57% of the company’s
net sales. This composition is a
low-carbon alternative to existing
solutions, reducing emissions
over thelife of the product.
Furthermore, as a founding member ofthe Renewable Carbon Initiative, Stahl
was quick to anticipate the transition
to renewable carbon solutions.
Stahl is working to increase theproportion of products in its portfoliothat meet these criteria.

Transition
opportunity

Changesin consumer
expectations.

The transition to a carbon society will**transform the needs and consumption
habits of society as a whole. While someproducts may be abandoned, newneeds may emerge. The main examples
within the Wendel portfolio are:
 the gradual shift to recyclable flexible
packaging solutions as deployed byConstantia Flexibles, in order to limit
life cycle emissions from single-use
plastics;
 the management and support oftrauma related to natural disasters or
severe weather events. CPI, leader inthe management of violent behavior,
will be increasingly in demand due tothe increase in severe weather
events; the development of needs related
to corporate social responsibility,
eco-efficiency, emissions reduction
and climate change adaptation,
as expressed by Bureau Veritas group
customers.

Constantia Flexibles is committed toproviding recyclable solutions wherever
possible and continues to improve its
technical and operational capabilities
to accelerate the adoption of such
solutions by its customers.
CPI is already involved in the
management of people who havesurvived severe climate events, training
customer first aid and hospitalorganizations
Lastly, Bureau Veritas’ Green Line
offering addresses all emerging needs
related to the low-carbon transition(renewable energies, new forms ofmobility, low-carbon buildings, etc.).

Physical hazards and opportunities – moderate or severe risks

At the Wendel Group level, 9 of the Stahl and Constantia Flexibles sites have been identified as sites that are vulnerable to potentiallymoderate or severe physical hazards by 2050.
The Bureau Veritas Climate Plan does not present the number of sites subject to moderate or severe physical risks but neverthelessestablishes that these physical risks could have a total financial impact of up to €170 million by 2050(1). No moderate or severe hazard sites
have been identified for Wendel SE and CPI.
The identification of hazard sites is based exclusively on the RCP 8.5 weather scenario projections to 2050. This process does not therefore
include the existence of protection measures put in place by the Company or by third parties (such as the local authority where theCompany is located, for example). This assessment of the real and actual hazards on the most vulnerable sites must be established in 2022.

(1) For more information, see Chapter 2.4 - Climate Plan in the Bureau Veritas 2020 Universal Registration Document.

220  - Universal registration document 2021

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Wendel4

Climate action plan
Following the diagnosis, Wendel has identified the following
actions to be implemented in the short and medium term:

 in 2022, all controlled portfolio companies must have a plan
approved by their Board of Directors to address thevulnerabilities identified in the analysis;

 companies

exposed to physical weather hazards areencouraged to check their insurance and risk coveragearrangements to ensure that the weather hazards to which they

may be exposed are included in the protection they have inplace. Companies are also invited to better estimate their actual
exposure to the identified risks, particularly with regard to thesystems already in place; efforts to reduce greenhouse gas emissions must be continued
and strengthened, establishing, whenever possible, a reduction
target in line with a global warming trajectory below 1.5°C.

@=:;0,9 =009 &,C:9:8DPursuant to Regulation (EU) 2020/852 of the European Parliamentand of the Council of June 18, 2020, on the establishment of aframework to facilitate sustainable investment, Wendel has
prepared a report on its income, capital expenditure (CapEx) andoperating expenses (OpEx) eligible for alignment with therequirements of the European environmental taxonomy.
This regulation aims to direct financing towards activities that
contribute significantly to the achievement of one or more of theTaxonomy's six environmental objectives:
 climate change mitigation;

 the transition to a circular economy; pollution prevention and reduction;
 protection and restoration of biodiversity and ecosystems.

To date, only the delegated act on climate change mitigation andadaptation has been adopted (objectives 1 and 2).
This report therefore establishes eligibility for these first twoenvironmental objectives. As a result, contributions to otherenvironmental objectives (such as the circular economy) are notcaptured in the ratios presented

 adaptation to climate change;
 sustainable use and protection of aquatic and marine

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Wendel4.1.9.1 Presentation of taxonomy eligibility ratios
The table below presents the eligibility ratios for the consolidated portfolio companies, as well as the value for the Wendel Group. All
values presented in the tables below are for the year 2021.
Unit

BureauVeritasConstantia
Flexibles

CPI

Stahl

Total

Net sales eligible for taxonomy

In millionsof euros

184.8

0

0

470.6

655.5

Total net sales

In millionsof euros

4,981

1,603.4

88.3

831.3

7 503.9

%

3.7%

0%

0%

56,6%

8,7%

Share of CapEx eligible for taxonomy

In millionsof euros

103.8

8.8

0

1.4

114.1

Total Capex

In millionsof euros

259.9

92

1

22.9

375.8

%

39.9%

9.6%

0%

6.1%

30.4%

OpEx eligible for taxonomy

In millionsof euros

48.8

12.2

0

0

61

Total OpEx

In millionsof euros

159.5

30.3

0.2

11

201

%

30.6%

40.3%

0%

0%

30.3%

Economic activity

Net sales

Share of net sales eligible for taxonomy
Total Capex

Share of CapEx eligible for taxonomy
OpEx

Share of OpEx eligible for taxonomy

Eligibility for taxonomy in consolidated net sales
Net sales(in millions of euros)

Economic activities

Proportion of net sales(in %)

A. BUSINESS ACTIVITIES ELIGIBLE FOR TAXONOMY
3.6. Production of other low-carbon technologies

470.6

6.3%

6.14. Rail transport infrastructure

20.9

0.3%

6.15. Infrastructure for low-carbon transportation and public transport infrastructure

6.2

0.1%

7.3. Installation, maintenance and repair of energy efficiency equipment

85.3

1.1%

7.6. Installation, maintenance and repair of renewable energy technologies

41.9

0.6%

9.3. Professional services related to the energy performance of buildings

30.6

0.4%

655.5

8.7%

Net sales not eligible for taxonomy (B)6,848.4

91.3%

TOTAL (A + B)

7,503.9100%

Net sales eligible for taxonomy (A)B. BUSINESS ACTIVITIES NOT ELIGIBLE FOR TAXONOMY

During fiscal year 2021, the eligibility rate of Group net sales fortaxonomy was 8.7%.
The business activities of Group entities eligible for the first two
objectives of the taxonomy are as follows: Bureau Veritas: Five types of services offered by Bureau

Veritas are considered eligible: (i) inspection and monitoringof works for electrified rail transport infrastructure andstations, (ii) accredited energy audits and assessment of theenergy performance of buildings, (iii) initial and in-service

222  - Universal registration document 2021

inspections of electric vehicle charging stations (iv) Energy
savings certificates issued in France, and (v) inspections ofequipment for the production of renewable energy;
 Stahl: within the Stahl product portfolio, certain products offer,

due to their composition (water and solvent content) a
significantly lower than market standard carbon footprint overthe life cycle of the product. They are therefore considered to
be low-carbon technologies, making it possible to reducegreenhouse gas emissions throughout the value chain.

C?=,49,9.4,7 91:=8,?4:9
Wendel4

Eligibility for taxonomy in consolidated CapEx
CapEx(in millions of euros)

Business activities

Proportion of CapEx(in %)

A. BUSINESS ACTIVITIES ELIGIBLE FOR TAXONOMY
3.6. Production of other low-carbon technologies

1.4

0.4%

4.1. Electricity generation using solar photovoltaic technology

0.2

0.04%

4.25. Heat/cold production from waste heat

0.4

0.1%

6.5. Transport by motorcycles, passenger cars and light vehicles

41.2

11%

7.7. Acquisition, holding and construction of new buildings

65.4

17.4%

7.2. Renovation of existing buildings

1.2

0.3%

7.3. Installation, maintenance and repair of energy efficiency equipment

3.1

0.8%

8.1. Data processing, hosting and related activities

1.0

0.3%

114.1

30.4%

CapEx not eligible for taxonomy (B)

261.7

69.6%

TOTAL (A + B)

375.8

100%

CapEx eligible for taxonomy (A)B. BUSINESS ACTIVITIES NOT ELIGIBLE FOR TAXONOMY

purchase of products and services in sectors eligible fortaxonomy has not been assessed and has been excluded fromthe numerator;

The capital expenditure taxonomy (CapEx) eligibility rate was
30.4% in 2021.
The main eligible capital expenditure included in this ratio breaks
down as follows: Constantia Flexibles: Although no eligible activity has been

 Bureau Veritas: Eligible capital expenditure concerns newleases for its offices, laboratories and company vehicles; Stahl: The capital expenditure considered eligible by Stahl areinvestments relating to the production facilities of its
low-carbon technologies. Capital expenditure related to theidentified within Constantia Flexibles’ net sales, certain capital
expenditure incurred by the company is eligible, in particular
capital expenditure for solar panel equipment and solvent
recovery systems for energy recovery, for the construction andrenovation of production sites, and for the equipment of thecompany’s fleet of vehicles.

Eligibility for taxonomy in consolidated OpEx
Business activities

OpEx(in millions of euros)

Proportion of OpEx
(in %)

A. BUSINESS ACTIVITIES ELIGIBLE FOR TAXONOMY
3.4. Battery production

0.6

0.3%

4.5. Electricity production from hydraulic energy

0.1

0.04%

4.18. Combined heat and power from geothermal energy

0.2

0.1%

4.25. Heat/cold production from waste heat

0.9

0.5%

6.5. Transport by motorcycles, passenger cars and light commercial vehicles

5.1

2.5%

7.2. Renovation of existing buildings

1.5

0.7%

7.3. Installation, maintenance and repair of energy efficiency equipment

0.4

0.2%

7.6. Installation, maintenance and repair of renewable energy technologies

6.5

3.2%

8.1. Data processing, hosting and related activities

3.5

1.7%

9.3. Professional services related to the energy performance of buildings

42.3

21%

61

30.3%

OpEx not eligible for taxonomy (B)

140

69.7%

TOTAL (A + B)

201

100%

OpEx eligible for taxonomy (A)B. BUSINESS ACTIVITIES NOT ELIGIBLE FOR TAXONOMY - Universal registration document 2021

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WendelThe operating expenses taxonomy (OpEx) eligibility rate was 30.3%
in 2021. The main eligible operating expenses included in this ratio
break down as follows: Bureau Veritas: Eligible operating expenses are expenses
related to the Group’s short-term rents (offices, laboratories andvehicles), as well as research and development expenses;

 Constantia Flexibles: Eligible operating expenses are related tothe maintenance of the company’s fleet of vehicles and otherequipment eligible for taxonomy indicated in the capital
expenditure, and the renovation of operated buildings;

 Stahl has not identified any operating expenses eligible fortaxonomy in fiscal year 2021.
CPI has not identified any activity or expenditure eligible for theEuropean taxonomy in 2021.

4.1.9.2 Accounting policy
The reporting methodology presented below concerns Stahl, Cflex
and CPI. The methodology relating to the ratios calculated by
Bureau Veritas published in the Bureau Veritas group's
extra-financial performance declaration.
The financial information used was collected at the level of eachcompany in the consolidated scope. Within each company, anin-depth analysis made it possible to identify the revenue, capital
expenditure (CapEx) and operating expenditure (OpEx) eligible for
the European taxonomy. Company subsidiaries and/or sites havereviewed the list of activities eligible for climate change adaptationand mitigation objectives. Where appropriate, the subsidiaries
and/or sites have provided the Group with the corresponding
revenue, CapEx and OpEx figures. This assessment was carried out
jointly by the finance and ESG departments, at the subsidiary level
as well as at the site level when relevant. A detailed review was
carried out at Group level to ensure consistency of methodologies
and data between subsidiaries and sites, and to avoid double
counting of the same expense.
The indicator relating to OpEx covers non-capitalized expenses
related to research and development, building renovation
measures, short-term leases, maintenance and repairs and any
direct expenditure for the upkeep of property, plant & equipment.

224  - Universal registration document 2021

The numerator does not include CapEx expenditures and OpEx
related to individually sustainable measures within the meaning oftaxonomy for Stahl, as they are not available for the year 2021.
These amounts are not significant.
This exercise has been carried out in accordance with IFRS and US
GAAP accounting standards as indicated in the First DelegatedActs on Sustainable Activities. Bureau Veritas, Stahl and Constantia
Flexibles are subject to IFRS and Crisis Prevention Institute (CPI) to
US GAAP.
In order to calculate net sales, capital expenditures (CapEx) andoperating expenses (OpEx), Wendel has referred to Regulation(EU) 2002/852 and the associated delegated acts.
None of Wendel’s companies has implemented a CapEx plan inrelation to taxonomy.
To avoid double counting, data was collected at site or subsidiarylevel, depending on the Company, and a review was carried out atthe level of each company in the consolidated scope. The data wasthen consolidated at Wendel Group level and consistency reviews
were carried out.
As the accounting systems of the consolidated companies arestrictly separate, there is no double accounting at the level of theWendel Group. Reciprocal account transactions are considered
immaterial.
Activities that contribute to both the climate change adaptation andmitigation objectives have been counted once in the numerator of
the consolidated KPIs related to revenue, CapEx and OpEx
covering both objectives of the Regulation.
As the taxonomic ratios were provided for the first time in 2021, noqualitative or quantitative information on changes in these ratios(net sales, CapEx and OpEx) is available. Changes will be presented
from fiscal year 2022.
The Wendel Group has not issued any bonds or economicallysustainable debt securities for the purpose of financing activities
identified as complying with the taxonomy.

C?=,49,9.4,791:=8,?4:9
Wendel

4)09/07H>
%=:,/8,;1:>?0=4920C.07709.0
,9/.:884?809?

I. Fostering excellence and commitment
Uphold the highest governance, ethics, environmental and operational management standards

Commitments
GOVERNANCE &ETHICS

SOCIAL &ENVIRONMENTENVIRONMENT

Ensure that Wendel
employees have the best
tools and culture to work in
an ethical manner by
providing annual training
and by supporting the
deployment of robust
compliance programs.

2020
values2021
values% of employees having
signed the Wendel Code of
Ethics.

94%

99%

100% of employees follow
Wendel’s annual Business
Ethics training course.

% of employees having
followed Wendel’s annual
Business Ethics training
course.

98%

99%

Review and strengthen the
Code of Ethics annually at
Executive Board level toensure that compliance withthe highest standards.

Annual review of the Code of Yes
Ethics at the Executive Board
level [Yes/No].

Yes

2023 targets

KPIs

100% of employees signed
the Code of Ethics during
the current year.

Yes

Comments
and reporting
methodology

Ensuring that the robustness Annual audit of Wendel’sof our anti-corruption
Anti-corruption Program
program is assessed[Yes/No].
annually.

No

Implementation of
the Wendel Protect
tool in 2020 – audit
conducted in 2021.

Carefully selecting andcollaborating with our
suppliers to ensure theymeet our ESG standards.

Deploy a Responsible
Procurement approach.

% of suppliers with athird-party ESG label.

27%% of suppliers with a“responsible purchasing”
approach.

51%

Minimizing our directenvironmental impact andour carbon footprint bymaking eco-efficiency apriority in thedecision-making process.

Carrying out annual
carbon reporting.

Direct GHG emissions(scopes 1 & 2) (tons of

130

128

Indirect GHG emissions(Scope 3) (tons of CO2 eq).

2,978

6,219

CO2 eq emissions intensity
scopes 1 + 2 + 3 per
employee (tons of CO2

38

75

Reducing our carbon
footprint by sourcing 100%
renewable energy for
Wendel offices worldwide.

% of renewable energies in
Wendel’s energy
consumption.

21%

26%

Reducing our carbon
footprint by: offsetting all GHG
emissions that cannot be
avoided or reduced
further; offsetting travel-related
carbon emissions.

GHG emissions offset (tonsProgramlaunchedin 2021.

400% of emissions offset.

Programlaunchedin 2021.

6%This concerns
Scope 1 and 2.

Promoting circular solutions
and minimizing office waste
going to landfill.

% of employees covered byrecycling systems.

100%

100%

Across all three
offices.

Total volume of waste
recycled per employee

0.08

0.06

Scope: Paris,
Luxembourg. Not
available for New
York.

% change in paper used.

-67%

+11%

2020 value
recalculated for thethree offices (onlyavailable for the Paris
office in 2020).

Programimplemented in
2022. First
assessment carriedout in 2021 based on
suppliers employedin 2020.

CO2 eq.).

eq/employee).

of CO2 eq).

(tons).
Deploying a plan to reduce
the use of paper across all
offices.

Renewableenergy/Total energy
consumed(electricity, gas,
district heating)Across all three
offices.

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WendelCommitments

2023 targets

KPIs

2020
values2021
valuesFoster employability, inclusion, wellbeing, and engagement through concrete actions
GOVERNANCE

Nurturing diversity andinclusion to expand theteams’ perspectives andskills range.

Adding ESG as a key missionof the Wendel Supervisory
Board and Wendel
Governance and Sustainable
Development Committee.

Number of meetings of3
Wendel Governance andSustainable Development
Committee dealing with ESG
related matters.

3

Number of ESG Steering
Committee Meetings.

7

4

Maintaining or achieving% of women among all54%
gender balance, defined as employees.
maintaining a percentage offemales within the workforce Gender equality index result. 55/100
of between 30 and 60%:
 among all Wendel
employees;
 among employees inmanagement positions.
Among Executive Board
and/or Investment
Committee and/orManagement Committee;

57%
53/100% of women in management 37%
positions.

42%% of women in investment
teams.

37%

42%% of women on the Executive 0%
Board.

0%% of women on theInvestment Committee.

33%

29%

% of women on theManagement Committee.

45.5%

40%

% of women on the
Coordination Committee.

26%

21%

 at Supervisory Board level. % of women on Supervisory
Board.

45%

50%

Initiatives aimed at sparking
conversations and inspiringchange.

75Conducting an annual review Number of Equal
10of progress on diversity.
Opportunity Reviews
conducted annually by
Wendel’s governance bodies(Committees, Executive
Board, Supervisory Board).

20

Number of initiatives tostrengthen diversity andnon-discrimination.

Review of salary differences
M/F over the year [yes/no].

226  - Universal registration document 2021

Yes

Yes

Review of promotion systems Yes& appointment over the year
[yes/no].

Yes

Review of M/F hiring rates
over the year [yes/no].

Yes

Yes

Comments
and reporting
methodologyC?=,49,9.4,791:=8,?4:9
WendelCommitments
SOCIAL

Equipping our teams withlasting professional skills by
providing all Wendel
employees with apersonalized careerdevelopment plan andprofessional mentorship.

2023 targets

KPIs

2020
values100% of employees haveformalized a skills
development plan.

Number of employees witha skills development plan.

85

84% of employees with a skills
development plan.

100%

100%

100% of employees
receiving non-mandatory
training each year,
in line with their careerdevelopment plan
objectives.

% of employees trained(non-mandatory training).

98%

99%

Number of hours of
non-mandatory training(soft skills or technical, inalignment with employee
career development
objectives).

2,514

2,483

Hours of non-mandatory
training (soft skills or
technical, in alignment
with employee careerdevelopment objectives).

29.5

29.5

Number of hours of
mandatory training (e.g.
annual business ethics
training, etc.).

455

371

Hours of mandatory training(e.g. annual business ethics
training, etc.).

5.4

4.4

Conducting
Survey on quality of life
quality-of-life-at-work surveys at work [Yes/No].
every two years, starting in
Participation rate in the
April 2020.
survey on the quality of life
at work of employees (%).

Yes

Yes

60%

81%

Formalize and deploy
Number of employee
employee wellbeing at work well-being initiatives
action plans addressing
in place.
survey findings.

69100% of employees receive
mandatory training toacquire general or technicalskills essential to theirperformance at Wendel.

SOCIAL &ENVIRONMENT

2021
valuesEnabling our teams toOffering the opportunity
contribute to causes aligned to contribute one day perwith Wendel’s values
employee per year to
non-profit organizations
operating in communities
where Wendel is present.

Hours of volunteer work
performed by Wendel
employees during working
hours (per year).

Deployedin early
2021.

8 am
(firstlaunch in2021).

Establish long-term
partnerships withat least two organizations.

Number of long-term[> 2 years] partnerships
formalized with non-profits[with localization].

3

2

Amounts (in euros) paid todifferent community/
philanthropic projects.

€881.8thousand€834.3thousand4

Comments
and reporting
methodology

Compliance training
hours and mandatory
HR training hours.

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WendelII: Building sustainable businesses
Invest to support the prosperity and transformation of companies that respect society and the environment
Representativity
Commitments
GOVERNANCE

2020
values2021
values(% ofconsolidated
revenue)

100% of investment% of investment
opportunities reviewed opportunities screenedusing Wendel’s
through Wendel’s
exclusion list andexclusion list.
identification of the% of investment
most material ESG
opportunities reviewed
risks andthrough identification ofopportunities.
material ESG risks andopportunities.

100%

100%

-

100%

100%

-

Annual review ofWendel’s exclusion list
and business model
resilience test criteria
at Investment
Committee andSupervisory Board
levels.

No as
Yes
implementation
started inearly 2020.

2023 targets
Screening all potential
investments using an
up-to-date exclusion
list reflecting Wendel’svalues as an investor.

KPIs

Annual review of the
exclusion list by
Investment Committee
and Supervisory Board(Yes/No).

-

Conducting ESG due 100% of ESG
diligence for all
investment
potential investments opportunities
to confirm that theassessed.
investment thesis isaligned with long-term
trends, as well as full,in-depth ESG andcomplianceassessments on all new
investments.

% of investment
100%
opportunities having
undergone in-depth ESG
and compliance due
diligence.

100%

-

Defining precise ESG
roadmaps for all
portfolio companies.

100% of controlled
portfolio companies
having formalized an
ESG transformation
roadmap aligned with
their global strategy.

% of controlled portfolio
companies with an ESG
roadmap.

100%

100%

100%

100% of portfolio
companies’ progress
vis-à-vis this roadmap
is reviewed at
Company Board level
once a year.

% of controlled portfolio 80%
companies for which
progress vis-à-vis thisroadmap is reviewed at
Company Board level foreach company annually.

100%

100%

% of controlled portfolio 80%
companies that have had
a committee or Board of
Directors review an ESG
topic.

100%

100%

The progress of allcontrolled companies
in the portfolio withrespect to their ESG
roadmap is reviewed
each year by Wendel’s
Executive Board.

% of ESG transformation 80%
roadmaps reviewed eachyear by Wendel’s
Executive Board.

100%

100%

The progress of allcontrolled companies
in the portfolio withrespect to their ESG
roadmap is reviewed
each year by Wendel’s
Supervisory Board.

ESG roadmaps reviewed Yes
each year by Wendel’s
Governance andSustainable Development
Committee and/orSupervisory Board.

Yes-

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Representativity
Commitments
GOVERNANCE

Hold Wendel &portfolio companies
management teams
accountable forprogress madeagainst ESG
transformation
roadmaps.

2023 targets

KPIs

100% of portfolio
companies’ Executive
Management teams’
variable compensation
is partially conditionalon progress vis-à-vis
their ESG
transformation
roadmaps.

% of CEOs in thecontrolled portfolio
whose variable
compensation iscontingent on progresson their ESG roadmaps.

Wendel’s Executive% of total compensation
Board’s variableof the Executive Board
compensation iscontingent on progress
partially conditional on on ESG issues.
overall portfolio
companies’ progress
vis-à-vis their ESG
transformation
roadmaps (including
climate change andgender equality).

Continuously
improving the qualityof extra-financial
portfolio-level
information
disclosure.

ENVIRONMENT& SOCIAL

Assess and address
the portfolio
companies’ exposure
to transition andphysical climate risks.

2020
values2021
values(% ofconsolidated
revenue)

80%

100%

100%

Only
19.2%
variable
portionindexed to
ESG-

100% of the variable
A variable portion of the Yes
compensation of
Coordination
Wendel’s management Committee’s
teams is partiallyremuneration iscontingent on thecontingent upon the
progress made by all
progress of all portfolio
controlled portfolio
companies on their ESG
companies on theirtransformation roadmaps
ESG roadmaps.
[yes/no].

Yes

Progressively alignWendel’s annual
extra-financial
reporting withinternational
standards, such as the
TaskForce of Climate
Disclosure (TCFD)
reporting framework.

1st voluntary participationin 2021 –Scoreavailable
in 2022.

Annual PRI score.

Alignment with TCFD
[Yes/No]
Communication on
progress (COP) of theUnited Nations Global
Compact KPIs.

No

100% of the portfolio % of portfolio companies 60%
companies havemonitoring their carbon
completed theirfootprint.
carbon footprint
assessment and arecommitted to reducing
their emissions.

Reportingmethodology-

Yes
See 4.1.9
Climate
Plan.

-

100%

100%

Disposal of
Cromology andrealization of CPI’s
carbon footprint
assessment.
Acarbon footprint
is considered to bemonitored if theCompany
calculates at least
its Scope 1 and 2
on an annual basis.

% of controlled portfolio
companies calculating
their Scopes 1 and 2
carbon emissions.

80%

100%

100%

Realization of CPI’s
carbon footprint
assessment.

% of controlled portfolio
companies that haveestimated their scope 3
carbon emissions.

60%

100%

100%

Disposal of
Cromology andrealization of CPI’s
carbon footprint
assessment.

CO2 eq. emissions ofscopes 1+2 (k CO2 eq.).

104

128

100%

CO2 eq. emissions ofscopes 2 (k CO2 eq.).

125

142

100%

Total scopes 3 CO2 eq.
emissions (kT CO2 eq.)ofthe portfolio.

1,364

1,993

100%

Total weighted by
Wendel’s share ineach controlled
asset.
Completionof the CPI carbon
assessment for
2021 - Universal registration document 2021

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WendelRepresentativity
Commitments
ENVIRONMENT& SOCIAL

2023 targets
Assess and address
the portfolio
companies’ exposure
to transition andphysical climate risks.

KPIs

100% of the portfolio Total scopes 1, 2 and 3companies have
CO2 eq. emissions (kTcompleted their
CO2 eq.) of the portfolio
carbon footprintof controlled assets.
assessment and arecommitted to reducing
their emissions.

100% of portfolio
companies haveassessed their
exposure to physicaland transition climatechange risks andopportunities

2020
values(% ofconsolidated
revenue)

1,578,880 1,614,917 100%Reportingmethodology
Total weighted by
Wendel’s share ineach controlled
asset.
Companies
concerned: Bureau
Veritas, Stahl,Constantia
Flexibles and CPI(available only
for 2021).

% of controlled portfolio 60%
companies with areduction target in place.

100%

100%

Disposal of
Cromology
and definitionof a reduction
target for CPI.

% of controlled portfolio 60%
companies committed tosubmitting their
reduction target to the
Science-Based Target
Initiative (SBTi).

75%

100%

All controlled
companies withthe exceptionof CPI.

% of portfolio companies have assessed their
exposure to physical andtransition climate changerisks and opportunities[Yes/No].

100%

100%

% of controlled portfolio
companies using
renewable energy formore than 10% of theirenergy consumption.

40%

50%

100%

% of renewable energy
among portfolio
companies.

36%

36%

100%

% of controlled portfolio
companies with identified
climate change risk
resilience plans.

Promote operational
excellence &ESG-driven innovation
across the portfolio
companies.

2021
values

Disposal of
Cromology.
The companies
concerned are
Stahl andConstantia
Flexibles.

Risk
analysis
finalized in
2021. The
actionplans willbe
implemented
in 2022.

100% of controlled% of controlled portfolio 80%
portfolio companies
companies that have an
have implemented
environmental
actions to improve
management system (intheir eco-efficiency and particular via ISO 14001
environmental
certification) for all or partmanagement.
of their activities.

75%

100%

All companies
except CPI.
Disposal of
Cromology.

100% of controlled
companies in theportfolio that haveadopted a continuous
improvement
approach to healthand safety in theworkplace.

1.14

100%

Calculatedon the basis oftheoretical hours
worked byemployees, except
for Constantia
Flexibles, whichtakes into accountemployees andtemporaryworkers.

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Lost-time accident
frequency rate
(per 1,000,000
hours worked)

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Representativity
Commitments
ENVIRONMENT& SOCIAL

Promote operational
excellence &ESG-driven innovation
across the portfolio
companies.

2020
values2021
values(% ofconsolidated
revenue)

0.04

0.03

100%

% of controlled
80%
companies in theportfolio that have
implemented acontinuous improvement
approach in terms ofhealth and safety inthe workplace

100%

100%

Sale of Cromology
and formalizationofan ESG strategy by
CPI that includes
health and safety% of controlled
80%
companies in theportfolio that have
implemented acontinuous improvement
approach in terms ofhealth and safety inthe workplace

100%

100%

Sale of Cromology
and formalizationof an ESG strategy
by CPI that
includes healthand safety% of controlled portfolio 80%
companies with a healthand safety management
system (in particular
OHSAS 18001/ISO 45001)
for all or part of theirscope of activity.

75%

100%

Disposal of
Cromology.
All companies
except CPI.

% of controlled portfolio 100%
companies that organize
health and safety training.

100%

100%

% of controlled portfolio
companies arecommitted to improving
gender balance in theirworkforce.

80%

100%

100%

% of women in the total
headcount.

29%

29%

100%

% of women in
management positions.

24%

23%

100%

% of women in
shareholder governancebodies (Board of
Directors or Supervisory
Board as appropriate).

23%

26%

100%

% of women in
operational governancebodies (Management
Committee or Executive
Committee asappropriate).

22%

21%

100%

% of controlled portfolio 100%
companies. haveidentified priorities foroffering sustainableproducts and services
and have defined related
action plans.

100%

100%

% of net sales associated 28%
with sustainable products
and services.

54%

100%
(68% for 2020)2023 targets

KPIs

100% of controlled
portfolio companies
have adopted acontinuous
improvement
approach to healthand safety
in theworkplace.

Workplace accident
severity rate (per 1,000
hours worked).

100% of controlled
portfolio companies
are committed to
improving genderbalance in theirworkforce.

100% of controlled
portfolio companies
have identified
priorities for offering
sustainable products
and services and havedefined related actionplans.

Reportingmethodology% of net sales used
to calculate theratio in 2021:
Bureau Veritas:
52% – estimatebased on the % ofsales associatedwith the GreenLine service
offering
Constantia
Flexibles: 55% –estimate based on2020 sales
Stahl: 57%
CPI: 100% - Universal registration document 2021

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Wendel’s subsidiaries, reviewed by an independent third-party body )09/07H>>@->4/4,=40>=0A40B0/-D,949/0;09/09?
?34=/;,=?D-:/D @=0,@(0=4?,>
4.2.1.1 Bureau Veritas’ mission statement
Since 1828, Bureau Veritas has acted as a trust maker between
companies, governments and society. The company is theindependent, impartial guarantor of its clients’ word.

Identity
Bureau Veritas is a world leader in laboratory testing, inspection
and certification services. Created in 1828, the group has close to80,000 employees located in nearly 1,600 offices and laboratories
across the globe. Bureau Veritas helps its clients improve theirperformance by offering services and innovative solutions in orderto ensure that their assets, products, infrastructure and processes
meet standards and regulations in terms of quality, health andsafety, environmental protection and social responsibility.
Bureau Veritas is a Business to Business to Society service company
that contributes to positively transforming the world we live in.
Bureau Veritas works closely with its clients to address the criticalchallenges they face and to link these to the emerging aspirationsof society. The company plays a pivotal role in building andprotecting companies’ reputations, supporting them as they forge
the foundations of trust that is built to last.

Manifesto
Trust is the very foundation upon which relationships between
citizens, public authorities, and companies are built. In today’s
fast-changing world, this essential link is no longer a given.
Citizens and consumers are seeking out verified and verifiable
information on how companies develop, produce and supply theirgoods and services. Decision makers across all organizations face
the challenge of proving their CSR commitments in order to remaincompetitive and sustainable.
Bureau Veritas' work enables organizations to operate and innovatesafely and perform better. Thanks to its unrivaled expertise,technical knowledge and worldwide presence, Bureau Veritas
supports its clients by managing quality, safety, health andsustainability risks, to the benefit of society as a whole.

As a Business to Business to Society company, Bureau Veritas
believes that today more than ever, trust depends on evidence of
responsible progress.
Bureau Veritas brings more to the table than testing, inspection andcertification. The work it does goes beyond verifying complianceand has a much wider impact.
The company plays a pivotal role in building and protecting
companies’ reputations, supporting them as they forge thefoundations of a trust that is built to last.
Bureau Veritas' mission: Shaping a World of Trust by ensuring
responsible progress.

VisionA Business to Business to Society company
Bureau Veritas' employees serve its clients and are inspired bysociety; they make Bureau Veritas a Business to Business to Society
service company that contributes to positively transforming theworld we live in.

MissionShaping a World of Trust by ensuring responsible progress.

4.2.1.2 CSR commitment
Bureau Veritas’ commitment to Corporate Social Responsibility(CSR) issues reflects its wish to play its part in efforts that eachcompany and citizen should make to address social andenvironmental challenges. Going further than compliance with
CSR regulations, Bureau Veritas seeks above all to meet the needsof its clients and employees, as well as end-consumers and all its
stakeholders.
Owing to the nature of its services, Bureau Veritas has a direct andindirect impact on CSR issues:

 directly, in each of its businesses, entities, subsidiaries andregions; indirectly, by offering a broad range of services aimed at
improving its clients’ impact on health and safety, security,environment and sustainability.

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4

The group firmly believes that its actions in this respect are helping to prepare for the future in the best interests of its stakeholders.
This view is echoed in the commitment to CSR made by the Chairman of Bureau Veritas’ Board of Directors and the Group’s Chief Executive
Officer, as set out below.

BUREAU VERITAS’ CORPORATE SOCIAL RESPONSIBILITY COMMITMENT%XUHDX 9HULWDV RSHUDWHV DFFRUGLQJ WR D VXVWDLQDEOH GHYHORSPHQW PRGHO WKDW FRPELQHV ¿QDQFLDO
performance with Corporate Social Responsibility.
At Bureau Veritas, sustainability issues have been at the heart of our business for almost 200 years,
through our expertise in health, safety, quality and environmental protection. Our raison d’être: Shaping
a World of Trust by ensuring responsible progress.
Committed to helping its customers with these issues, Bureau Veritas seeks to be consistent and leadthe way on sustainability by being particularly demanding with regard to its own impact on the planet andits inhabitants.
Our CSR commitment is aligned with our mission: Shaping a Better World. At Bureau Veritas, we take aholistic approach to corporate responsibility by focusing equally on the climate emergency as well as on
issues of inclusion, diversity, fairness and good governance.
In 2021, we embarked on four major initiatives to accelerate our CSR strategy:●

Strengthening our governance o enable us to act more effectively in deploying and managing ourglobal action plan;●

Renewing our environmental commitment,WRSURWHFWELRGLYHUVLW\DQG¿JKWDJDLQVWFOLPDWHFKDQJH
by joining the Act4nature and Science Based Targets (SBTi) initiatives;●

Accelerating the deployment of the BV Green Line, a series of services and solutions to support
our customers in implementing, measuring and achieving their sustainable development objectives.
Thanks to our expertise, companies make their ESG initiatives traceable, visible and reliable, so that
their impact can be demonstrated in a measurable way;●

Renewing our support for the hydrogen industry by participating in several committees aimed at
establishing safety regulations for production, transport and storage.

Bureau Veritas made its debut on the Euronext CAC 40 ESG index in 2021 in recognition of its sustainability
commitment and performance.
As a «Business to Business to Society» company, Bureau Veritas is committed to its customers andinspired by major societal issues: it supports the United Nations Sustainable Development Goals and theprinciples of the Global Compact.
Our nearly-80,000 employees remain fully committed to further improving the Group’s footprint, particularly
by protecting the environment, preserving biodiversity, defending human rights, acting ethically, improving
safety and protecting health.

Aldo Cardoso

Didier Michaud-Daniel

Chairman of the Board of Directors&KLHI([HFXWLYH2I¿FHU - Universal registration document 2021

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Further details on the Group’s Environment, Social, Governance(ESG) commitments and policies can be found on the CSR pages of
the Bureau Veritas website by clicking on the following link:
https://group.bureauveritas.com/group/shaping-better-world/statements-policies.

4.2.1.3 Bureau Veritas’ CSR strategy
Bureau Veritas’ sustainable development strategy is built on two
key pillars:

 Bureau

Veritas’ ESG services offering addressing needs
emerging from clients’ environmental and social transitions; corporate social and environmental responsibility, which isreflected in Bureau Veritas’ implementation of sustainable
policies to meet stakeholder expectations.
 Through its mission and commitment, Bureau Veritas is“Shaping a World of Trust”. The Group’s sustainable
development strategy is fully integrated into this objective,
with the aim of “Shaping a Better World”. It is built upon threestrategic axes:
 “Shaping a Better Workplace”,
 “Shaping a Better Environment”,
 “Shaping Better Business Practices”.

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The strategy focuses on five of the UN’s Sustainable Development Goals (SDGs) and is based on three sustainability pillars: “Social & Human
capital”, “Natural capital” and “Governance”. The CSR strategy addresses 20 priority subjects, as presented below.

Social & Human capitalOccupational health and safety
Human rights
Access to quality essential healthcare services
Employee volunteering services
Equal remuneration for women and men
Diversity and equal opportunity
Workplace harassment
Proportion of women in leadership and other positions
Employment
Non-discrimination
Capacity building
Availability of skilled workforce
Natural capital
Energy efficiency
GHG emissions
Risks and opportunities due to climate change

Governance
Effective, accountable and transparent governanceAnti-corruption
Product and quality compliance
Client privacy & cybersecurity
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4.2.1.4 Bureau Veritas’ key achievements in 2021
2021 marked the first year of a new strategic cycle for 2021-2025. The table below sets out the 19 key indicators in Bureau Veritas’ strategicplan for sustainable development.
Since 2020 was heavily disrupted by the health crisis, comparisons are made with respect to 2019.

Indicator

2021 results

2020 results

2019 results

Total Accident Rate (TAR)

0.27

0.26

0.38

Lost Time Rate (LTR)

0.19

0.17

0.23

ISO 45001 certification rate(1)

92%

87%

86%

Number of human rights infringements

0

0

0

Women in executive management roles (EC-II)

26.5%

27.5%

24.4%

Women in senior management roles (EC-III)

21.5%

19.8%

19.5%

Overall proportion of women

30%

30%

30%

Gender pay equity ratio, excluding management

0.95

1.00

1.02

Number of training hours per employee

29.9

23.9

19.0

Percentage of employees who received a performance review

55%

N/A

31.4%

Percentage of employees who received
a career development review

19%

N/A

N/A

Employee engagement rate

70%

69%

64%

Annual CO2 emissions per employee (tons)(2)

2.49

2.44

2.85

ISO 14001 certification rate(1)

89%

83%

76%

Proportion of employees trained to the Code of Ethics(3)

95.8%

98.5%

97.1%

Number of Code of Ethics infringements

59

57

N/A

ISO 9001 certification rate(1)

92%

91%

87%

Net promoter score (NPS)

49.9%

48.3%

43.9%

Percentage of acceptance of the BPCC

60%

53%

N/A

Change2020 vs. 2021
& 2019 vs. 2021

Social capital

Human capital

Natural capital

Governance(1) Percentage of the global headcount belonging to certified entities.
(2) Net CO2 emissions corresponding to Scopes 1, 2 and 3 for business travel.
(3) Non-comparable data. The calculation method was extended in 2021 to cover the percentage of employees trained in 2021 regardlessof seniority, instead of being limited to new employees recruited during the year.

In 2021, six major initiatives were launched to step up the Group’s
sustainable development program: calculation of a sustainable development index for each publication of new policies on sustainable procurement and first reporting in line with the European Taxonomy Regulation;

carbon footprint reduction;

 renewed commitment to biodiversity protection;
 rollout of the Clarity solution for managing the CSR program
and tracking CSR indicators;

236  - Universal registration document 2021

operating group; improvements to the reliability of strategic indicators.
Bureau Veritas has pushed ahead with endeavors on being a fairer,
more inclusive company, on improving employee safety, and on
reducing its impact on the environment.

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4.2.1.5 The BV Green Line of services
and solutions
Sustainability, along with CSR and ESG matters, have become key
growth drivers and trust catalysts for all economic players. Beyond
their financial performance and ability to innovate, companies are
now valued for and judged on their positive impact on people andthe planet.

4

In this way, Bureau Veritas helps its clients meet the challenges of
product and service quality, health and safety, environmental
protection and social responsibility, all along the value chain, in
their selection of resources and during production. Bureau Veritas
offers its expertise throughout the supply chain, from raw materials
sourcing to product use, ensuring fair, responsible sourcing withfull traceability. Bureau Veritas provides full support for its Building& Infrastructure clients throughout all project phases: planning,
design, construction, operation, and refurbishment. Bureau Veritas
plays a vital support role in the field of New Mobility, by providing
battery testing services, as well as a comprehensive range ofservices for electric vehicle charging stations.
Bureau Veritas strives to accompany all clients in delivering theirsustainability strategy, and meet the expectations of theiremployees and stakeholders.

Through its Green Line of services and solutions, Bureau Veritas
empowers organizations – both private and public – to implement,
measure and achieve their sustainability objectives, reliably andtransparently.

Bureau Veritas helps its clients make their ESG initiatives traceable,
visible and reliable, so that their impact can be measurably
demonstrated. By promoting transparency, Bureau Veritas helps
them protect their brands and their reputations.

The Bureau Veritas Green Line has five main focuses:

E-MOBILITY,
ALTERNATIVEPROPULSIONRENEWABLES &ALTERNATIVE ENERGIESENERGY TRANSITION
Onshore and offshore Wind
Farms, Solar Power Plantsfrom Project to AssetManagement, Biofuel andHydrogen certificationsSUSTAINABLE USE OF
NATURAL RESOURCES

Agribusiness harvest
monitoring and Precision
Farming, Responsible
Fishing, Forest Certificationand Maritime Pollution
Prevention
INDUSTRY CARBON
FOOTPRINT

Carbon footprint monitoring,energy saving verification,industrial environmental
control and testing andemissions control

SUSTAINABLE
SUPPLY CHAINS,FOOD CERTIFICATIONCONSTRUCTION& REFURBISHMENT

Product component testing,organic certification, supply
chain resilience audit,
circular economy
verifications and ESG
supply chain audits

Green building certification,
project management for
infrastructure improvement
in developing countries andinfrastructure lifecycle asset
management in mature
countries

Batteries, charging
station, connectivity
testing, LNG ship
inspection (new build,conversion)

SOCIAL PRACTICESSocial audits, health,safety, hygiene andinclusion protocols
CSR STRATEGY

Policy monitoring,
Management systems
improvement, Reporting
verification
ETHICS & BUSINESSPRACTICES

Human rights
assessment, supplierassessment, anti-bribery
certification, Data Privacy
and Cybersecurity
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Action plan

Indicators

The action plan to develop the CSR offer includes the following
objectives:

The performance indicator used to monitor this activity is sales andgrowth in sales.

 develop

In 2021, Green Line sales accounted for 52.1% of Bureau Veritas’
total sales.

service offerings that meet market
environmental, energy and social transitions;

needs

for

 provide training about the Group’s CSR services to client-facing
employees;

 present the CSR offering to the Group’s main clients;
 set up a reporting system for determining and monitoring the
proportion of revenue generated by these services.

BREAKDOWN OF GROUP SALES(FY 2021)

BREAKDOWN OF BV GREEN LINE SALESBY TYPE OF SERVICES

22%
Social, Ethics& Governance

52%

20%
Resources & Production

BV Green Line

1%

8%

New mobility

Consumption& Traceability

48%
Other services

238  - Universal registration document 2021

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4.2.1.6 Bureau Veritas’ 2021 ESG ratingsThree major recognition achievements came through in 2021:

Bureau Veritas’ ratings all improved significantly in 2021.

 entry into the CAC 40 ESG index;

4

 top ranking in the DJSI professional services category; EcoVadis Platinum label.

Bureau Veritas joins the CAC 40 ESG index

Ranked Gold Class in the Sustainability Yearbook 2022
Listed in the “Europe” and “World” indexes
Ranked 1st in the Professional Services category with 85/100
Rated AA
Industry adjusted score: 8.5

Rated Platinum with 78/100 – Top 1%

Rated B, above sector average (C)Rated Advanced with 66/100
Ranked #4/103 in the Business Support Services sector
Rated low risk with 13.9
Ranked #3 in the “Research and Consulting” category
Rated 89/100

Prime status and rated C+

Bureau Veritas recognized as a constituent of the FTSE4Good Index Series - Universal registration document 2021

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OUR PURPOSE

5 MACROTRENDS
Demographic growth and rapid urbanization
International trade and supply chain management:
disruption and restructuring

OUR VISION

Our employees serve our clients and are
inspired by society; they make Bureau Veritasa Business to Business to Society service
company that contributes to positivelytransforming the world we live in.

OUR
E N A B LE R S
The Bureau Veritas brand acts as a guarantor for the seeds of trust weare sowing between companies, governments and consumers.
The business is supported by our enablers.

New technologies andaccelerating digitalization

PEOPLE AND CULTURE

Increasing focus onsustainability and CSR

Invest in human capital, live by our common values and create aculture of commitment to services

Healthcare and hygiene in the spotlight

79,700 employees
Qualified, highly-trained and trusted personnel
154 nationalities

1 STRATTEGIC AMBBITION025
FOR 20Capturing the maximum value from existing
businesses as well as in businesses adjacent
to our core activity and leading sustainability
in the TIC sector.

An inclusive and international culture
A business that puts its clients at the heart of its culture
A global network of sub-contractors

ORGANIZATION AND GOVERNANCE

Sharing the values and the 2025 Strategic Direction
A long-standing controlling shareholder
and a diversified free float

3 VALUE DRIVERSS C A LEA robust and balanced financial modelwith a long-term vision€1,707 million in equity
A network of almost 140 countries

Scale up by getting the maximum value out of existingproducts and services

Nearly 1,600 offices and laboratories

EXPANDA strong sustainability commitment

3,500 accreditations, agreements and authorizations

Make the right choices regarding growth opportunities inselected key markets
INNOVATION AND DIGITAL

LEAD

Leverage technological advances to drive the evolutionof the TIC sector

Using digital tools to improve and extend TIC services
Innovative services and solutions
to accompany sustainable development strategies,
with trust and transparency
More than 190 years of brand experiencein economic and society transitions
Numerous alliances and partnerships
with leading players
Group-wide digital transformation

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OUR MISSION

Shaping a World of Trust by ensuring responsible progress.
Thanks to our unrivaled expertise, technical knowledge andworlwide presence, we support our clients by managing
quality, safety and sustainability risks, to the benefit ofsociety as a whole.

4

OUR RESULTS
FINANCIAL PERFORMANCE

9.4% increase in organic growth
16.1% of adjusted operating margin
98.6% cash conversion rate
ESG LEADERSHIP

0.27 total accident rate
2.49 metric tons of CO2 emissions per employee
per year
26.5% of women in leadership
positionsOUR SERVICES

29.9 hours of training per employee
95.8% of employees trainedin the Code of Ethics

CREATING TRUSTSERVICES

Verification ofconformity withregulations or
self-imposed
standards

Innsp
pectioon

Certtiffication

International
standards

SERVICESSHAREDV A L UE A N D
S TAA KE H O L D E R
I M P AC T S

Regulations
Laboratory
tes
stin
ng

Voluntarystandards€5.0 BILLIONIN REVENUE

52% of the Group’s sales in 2021 were
for services stemming from BV Green LineCLIENTSSOLUTIONSTechnical
assistanceand regulatory
support servicesPe
erformanceimmprovement

Ins
spectionns,
auditsDevelopment of our activities:€115 million in net investment
Improved risk management
Simplified business exchanges
Increased performance

SOLUTIONS
Complia
ance,
train
nin
ng

SUPPLIERS AND SUB-CONTRACTORS€1.4 billion in purchases of goods,
services and engagements
EMPLOYEES€2.0 billion in wages, salaries and bonuses
BV GREEN LINE

STATE

A cross-functional offer of services and solutions to support
the implementation of sustainable strategies that are credible,
measurable and legitimate.

€244 million in taxes
SHAREHOLDERS€0.53 dividend per share(1)OUR END MARKETS
Buildings & Infrastructure
Agri-Food and Commodities

SOCIETY

Trust in quality, health and safety,
and sustainability

Industry
Consumer Products
Marine & Offshore
Certification(1) Proposed dividend subject to Shareholders' Meeting
approval on June 24, 2022.

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4.2.2.1 Presentation of the company’s activity
Founded by Herbert Turnauer in the 1960s, the Constantia
Flexibles Group, headquartered in Vienna, produces flexible
packaging, primarily for the food and pharmaceutical industries.
The Wendel Group is the majority shareholder of Constantia
Flexibles, with a ~61% equity holding. Other shareholders are the
Arepo Foundation, with a ~27% holding, and Maxburg CapitalPartners, with ~11%.
Constantia Flexibles is the world’s third largest producer of flexible
packaging, with sales of roughly €1.6 billion in 2021. The Groupgenerated 66% of total turnover in Europe, 17% in the Americas,
6% in the Middle East, Africa, Australia and 11% in Asia. Based on
the guiding principle of “People, Passion, Packaging”, some
8,551 employees located in 19 countries – including headquarters

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and other offices – produce tailor-made packaging solutions at
37 production sites. Moreover, Constantia Flexibles has successfully
developed its activity outside Europe and, over the last years, has
become a global leader in flexible packaging. Constantia Flexibles’
innovative products, with their focus on preservation, promotion
and protection, attract and convince global players and local
market leaders of the food- and pharma-industries the same way.
The product variety manufactured at Constantia Flexibles’
operating locations is based on patented aluminum- andplastic-foils. The company is the global market-leader in die-cut lids
for dairy products, flexible packaging of confectionery products
and deep-drawn aluminum-containers for food and pet food.
Moreover, Constantia Flexibles is also a global leader for blisterand coldform-foils supplied to the pharma-industry.

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Constantia Flexibles works with the following goal in mind:“We envision a world in which packaging provides people withthe highest benefit at the lowest impact on the environment.”
By the very nature of its business activity, respect for theenvironment is one of Constantia Flexibles' main CSR
commitments. The company pays particular attention to continual
improvements in the consumption of raw materials, which areessentially aluminum, plastics, paper, and chemicals like inks andsolvents. As early as 2018, Constantia Flexibles pledged to increase
the percentage of recyclable solutions in its packaging products
and set an absolute Greenhouse Gas (GHG) emission reduction
target approved by the Science Based Target initiative (SBTi).
Constantia Flexibles closely monitors the possible impact of its

4

products on the environment, in particular by performing life cycle
assessments.
The opening of a newly built production facility in India in 2019,100% dedicated to produce the recyclable product-family“EcoLam”, which is based on monopolymer laminates from
Polyethylene (PE), bookmarks in particular one of the milestones ofConstantia Flexibles’ way of business to grow by following thevision and mission and in particular its commitment to developing
all packaging to be recyclable.
Constantia Flexibles prioritizes the health and safety of everybody
who works with and for Constantia Flexibles and takes proactive
measures to achieve its vision of “Zero Loss – No Damage” which isunderpinned by the duty to create and maintain a safe andsustainable work environment.

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SHAREHOLDER GOVERNANCES H A R E H O L D E R S - W E N D E L ( 6 1 % ) , A R E P O F O U N DAT I O N( 2 7 % ) , M A X B U R G C A P I TA L PA R T N E R S ( 1 1 % )SUPERVISORY
BOARD

8

members2021 REVENUE€1.6 bn
VISIONWe envision a worldin which packaging
provides people withthe highest beneﬁt at
the lowest impact on
the environment.

25%
of independent

E N V I R O N M E N TA LPERFORMANCEH U M A N C A P I TA L

~8,551TA R G E T S

Science Based Target:
GHG-emissions
reduction (scope 1, 2, 3)

24 % by 2030

INTELLECTUALC A P I TA L

57

employees• 58% Europe• 25% Asia
• 11% America• 6% Middle East,
Africa & Australia

active patentfamilies

49% by 2050
(reference year 2015)

PROCUREMENT

2021 PERFORMANCE

Main rawmaterials

Aluminium

Plastic~35%

Suppliercountry

Integrated
production

Chemicals(inks &
solvents)

Paper

~37%

~22%

~6%

Europe ,China, Russia,
TurkeyEurope, India,
Mexico, Turkey

Europe, India,
Mexico, Turkey

Europe,India,South Africa

Materialsourcing,
Rolling

Lacquering,
Lamination,
Extrusion

Printing,
CuttingFinishing,
Customer
ServiceMISSION

We rethink packaging
every day to make apositive, sustainable
and meaningful
contribution to ourcustomers and theenvironment.

51 %We are driven bypassion and ouraspiration for knowhow and competence
to make people’s lives
healthier, betterand safer.

reductionof GHG -emissions(scope 1, 2(1), 3(2))

of packaging sold isrecyclable*

Share insupplies(per volume
purchased)-19 %(1) Scope 2 location based.
(2) Peer-reviewed Scope 3
value 2020.

CDP Climate
Score 2021: A

PRODUCTSVALUESPEOPLE,PASSION,
PACKAGING

EcoVadis Score 2021
Gold Level* 2020 value. The 2021 value is estimated at 54%.

CO N S U M E R M A R K E T

PHARMA MARKET• Confectionery foil
• Die-cut lidding• Alu-container systems• Blister lidding foils• Coldform foils

Signatory of the New Plastics Economy Global
initiative, which aims to make 100% of packaging
recyclable by 2025.

REVENUE BREAKDOWN• 66% Europe• 17% America• 11% Asia
• 6% Middle East,
Africa, Australia

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~75%
~25%

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4

O P E R AT I O N A L
GOVERNANCE
MANAGEMENT BOARD AND
EXECUTIVE BOARD

10

members

R&D

5• 46 issued (split into Foil:
21, Film: 20, Paper: 3 and2 general patent families),• 16 in application-status(split into Foil: 7, Film: 3,
Paper: 4 and 2 general
patent families).

research centers(Consumer, Pharma)

90

Value creation forExternal Stakeholders

experts• A Circular
Economyfor Flexible
Packaging(CEFLEX)C E R T I F I C AT I O N S /MANAGEMENT SYSTEMS

100 %
12
6

of production sites holda Quality Management
certiﬁcate (e.g. ISO 9001)

Innovative and safe productswith minimal impact on
the environment

production plants certiﬁed
on ISO 14001• New Plastics
Economy(NPEC)

CLIENTS &CONSUMERS

production plants
certiﬁed on ISO 45001
SECTORIALPA R T N E R S H I P S

Additional certiﬁcates like British Retail Standard(BRC) or ISO 15378

O P E R AT I O N A L
EXCELLENCEPRODUCTION

37

IN

manufacturing sites

16

countries• Vision andgoal forHealth& Safety:
ZERO LOSS –NO HARM• Evolutionof LostTime Injury
Frequency
Rate: -58%
from 2018 to
2021

SOURCING &SUPPLIERS• Aluminium Stewardship
Initiative (ASI)• Forest StewardshipCouncil (FSC)#3

G L O B A L LY *PEOPLE &LOCALI M PAC T• Local initiatives
towards communities:
START Austria, cooking
at VinziRast, donations#2

IN EUROPE** Source of position: Comparison of turnover of ﬂexible packaging comparedto other manufacturers´ annual statements.

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4.2.2.2 Materiality matrix
In accordance with the Global Reporting Initiative (GRI) Constantia
Flexibles assesses the materiality of its ESG issues. Constantia
Flexibles combined an internal impact assessment with a broad
stakeholder analysis in accordance with the AA1000 Stakeholder
Engagement Standard. Stakeholders were requested to share theirview (external materiality) on Constantia Flexibles’ sustainability
topics (internal materiality) and to rate Constantia Flexibles’
engagement in these areas using an online questionnairedeveloped together with specialized external experts.
The result of this assessment shows that Constantia Flexibles’
internal view on the materiality of the company’s sustainability

topics is largely in line with the external assessment by its
stakeholders. Many remarks and stakeholder expectations stressed
topics with regard to eco-design, recyclability, barrier function,
environmental impact of packaging materials and thecommunication of features to the broad public. Regarding
Constantia Flexibles’ engagement, topics such as product safety
and compliance, business ethics, packaging and design,
traceability as well as health and safety at work were rated as high,demonstrating the company’s areas of strength.
Constantia Flexibles is working on all topics by concentrating its
efforts on the priority areas and will continue to focus on theseareas to further pursue an intensive dialogue with its stakeholders.

Constantia Flexibles materiality matrix
Product safety, compliance & quality
Health & safety at work
Business ethics & legal compliance10

Climate & energy

Sourcing & procurement
Waste

Food waste

Security of supply
9
Data security

Raw materials
Traceability

Employee engagement

8

LCA data

Community engagement

7

Eco-Design & Innovation
Partnerships& collaboration

external materiality

Supplier evaluation & relationship
Diversity

6

Prof. training & development

Envir. awareness of employees
5
4
3
2
1

0
0.00

1.00

2.00

3.00

4.00

5.00

6.00

7.00

internal materiality
Environmental topics

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Social topics

Topics related to the supply chain

8.00

9.00

10.00

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4.2.2.3 Overview of main risks
Constantia Flexibles has defined the following material risks as being key for sustainable extra-financial performance correlated witheconomic performance. The following main risks are based on the comprehensive assessment of materiality and on the established internalrisk and opportunity management system.

Overview of Constantia Flexibles main extra-financial risks, policies and KPIs
CSR
TopicsExtra-financial
risk
Description

Mitigation policies
and actions

HEALTH& SAFETY(Wendelpriority)

Hazardous
working
conditions

Group Policy for HSSE plus
annexure “Group HSSE Policy”
stating its vision of ZERO LOSS-NO
DAMAGE
Other underlying Group standards
for Health & Safety
HSSE-related aspects to beconsidered in continuous
improvement process-schemes(CIP) at plant level

Consumer
H&S

ESG
Increasing
PERFORMANCE demand and
OF PRODUCTS regulation for(Wendelsustainablepriority)
packaging

Several manufacturing processes(technology, machinery) andhazardous substances (e.g. solvents,inks) used to produce flexible
packaging have the potential toharm people’s health & safety.

KPIs

Lost Time Injuries
Frequency Rate
(LTIFR)

Relatedparagraph4.2.2.6.2.4

Number ofoccupational
diseases

Delivery of products that may
Register of regulatory requirements % of production
4.2.2.6.2.5
endanger the health of end
and further internal regulations on sites holding at
customers in the market; i.e. foreign food safety/food defense plan
least one productbody contamination, food law defect (incl. HACCP) and for GMP andsafety and quality
in the product, gross quality defects, hygiene-aspects in production.
relatedetc.
Third-party certified management certification
for quality and product
Associated risk of loss of reputation, systems% of hygiene(i.e. ISO 9001, BRC
high financial losses due to recall of safety
critical customer
Packagingetc.)
toevidence
products from the market, loss ofcomplaints
complianceto
GMP
regulations
incustomers, as well as legal problems its plantsfrom liabilities such as productliability, etc.
Current and emerging regulations
Active collaboration in supply chain Recyclability ofregarding packaging and the circular spanning initiatives and projects
product portfolio
economy could potentially restrict(e.g. New Plastics Economy,(%)
the products that are sold, the way in CEFLEX, Stop Waste Save Food
which they are manufactured or the Initiative, Sustainable Packaging
fees/permits that clients have to pay Coalition, UN Save Food Initiative,
for them.
European Commission’s PEF
initiative)

4.2.2.6.1.2

Signatory to the New Plastics
Economy Global Commitment
Opening of Ecoflex Ahmedabad in
2019, the first plant on the planetdesigned to produce recyclable
flexible packaging only. Life Cycle
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CSR
TopicsExtra-financial
risk
Description

ENVIRONMENT ClimatechangeAir pollution

LABOR

The global increase of Greenhouse
Gas (GHG) emissions from humanactivities is a significant driver ofglobal warming, having severe andcostly consequences for ecosystems
and communities.

Mitigation policies
and actions

Sustainability Policy in place.
Measurement and reporting of
direct and indirect GHG emissions(Scope 1, 2 & 3) of all plants
worldwide
Absolute and relative
GHG-emissions reduction targets
in place
Plant certifications (ISO 14001
and ISO 50001)

Constantia Flexibles is aware of the Sustainability Policy in placerisk of air pollution and the impact of Regenerative Thermal Oxidizers
volatile organic compounds (VOC)
emissions on the environment. These installed in several plants
emissions originate in plants throughthe use of solvents.

KPIs

Renewable
electricity (% total

SUPPLY CHAIN Environmental, Risks in relation to Constantia
social andFlexibles’ raw material sourcing
ethical risks in (aluminum, plastics, paper, andraw material
chemicals like inks and solvents).
sourcing

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Group Training Policy in place thatgoverns minimum requirements,
roles and responsibilities as well as
documentation, evaluation andreporting requirements at a global
level

4.2.2.6.1.1

electricity
consumption)

GHG intensity –Scope 1 & 2.

(ktCO2 eq/Mio.m2
produced)

Total absoluteemissions (1+2+3)- (kt CO2 eq)
VOC emissions
intensity (t/Mio.m2

4.2.2.6.1.4

produced)

Consumer division
Pharma division

Shortage of
Motivated and well-trainedGroup Policy in place that provides Hire rateskilled workers employees are key to the success of framework for harmonizedConstantia Flexibles. However,personnel management activities in Turnover rate
finding skilled workers, especially on order to avoid/overcome theshopfloor level, is becoming
situation of talent shortage
increasingly difficult and in someareas is a major issue.
Thus, Constantia Flexibles is facing
the risk of non-availability ofqualified employees andconsequently the risk of not filling
crucial positions, whether at blue
collar, specialist or managementlevel.
Lack of training As Constantia Flexibles is a global
andplayer on the packaging market,
development personnel development is key toactivities
sustainable success. Insufficienttraining and development activities
can lead to a decrease in motivation,
resulting in high attrition and low
performance, increased
recruiting/replacement costs andloss of competitive advantage.

Relatedparagraph4.2.2.6.2.1

Training hours per 4.2.2.6.2.3
FTE (Full-time
Equivalent)
Share ofemployees trained
for at least
one day

Supplier Code of Conduct in place. Number of
4.2.2.6.1.3
Ethical Sourcing Policy in place
suppliers audits
carried out
Aluminium Stewardship Initiativecertification of Constantia Teich
CSR questionnaire
coverage of
Supplier audits and CSR
suppliers (inevaluations
Scope 3 emissions
and procurement
spend)

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4.2.2.4 Highlights 2021
Constantia Flexibles understands the value of initiatives that
support the sustainable improvement of its products and of
required manufacturing processes as an opportunity for value
creation fueled by relationships with key stakeholders based on
operational excellence.
Initiatives which go far beyond legal requirements underpin its
global commitment to achieve its bold ambition of providing
superior solutions of flexible packaging that improve people’s daily
lives and respect society and the environment.
The highlights in terms of sustainable development in 2021 are as
follows:

 Environment:
 inalignment with the TCFD, Constantia Flexibles has
performed a Climate Change Risk and Opportunity
Assessment, verifying the Company’s transitional and physicalrisks due to climate change as well as preparing necessary
mitigation initiatives and next actions; Constantia Flexibles becomes part of the prestigious CDP

A-List, achieving Leadership level in the fight against climatechange for a fourth consecutive year. This rating has been
awarded for the above average scores the Company obtainedin relation to climate change reporting and climate protection
efforts. In addition, Constantia Flexibles has been identified asa global leader for engaging with its suppliers on climatechange, being awarded a position on the 2021 Supplier
Engagement Leaderboard by CDP; for the fourth time in a row, Constantia Flexibles has been

awarded the EcoVadis gold medal in recognition of its CSR
achievements. This result places Constantia Flexibles among
the top 1% of companies assessed by EcoVadis in this industry
on their respect for the environment, human rights and labor
law, ethics, and responsible purchasing; the Group’s largest plant, Constantia Teich, located in Austria,

successfully renewed its Aluminium Stewardship Initiative’s
Performance Standard certificate three years after the firstcertification;4

industries supported by the United Nations and Bloomberg. In
occasion of COP26 the Company participated at the
Vision2045 conference in Edinburgh, discussing with top
decision makers its sustainability strategy and climate targets;
Constantia Flexibles is part of the HolyGrail 2.0 initiative, apilot project with the objective to prove the viability of digitalwatermarking technologies for accurate sorting andconsequently higher-quality recycling in the EU. This year saw
the successful completion of Phase 2 semi-industrial tests for a
first detection sorting prototype with Phase 3 industrial tests tocome in 2022;
 Constantia Flexibles continues to successfully advance its

Ecolutions product range. The company receives Letters ofCompatibility for EcoLam Family as well as a TÜV Austria OK
Compost certification for its product EcoPressoLid. Constantia
Flexibles also successfully recycles internal production scrap
from EcoLam into new film and regranulates production wastefrom Perpetua at Aimplas; this year, the Company published its ESG roadmap, detailingits ESG Commitments and outlining its main focus areas in thefields of environment, society, and governance;
 in order to educate all of its employees on its sustainability

ambition and strategy, the Group rolled out an internal
training covering ESG issues, its ESG roadmap and its moresustainable product range, Ecolutions.

 Health & Safety:
2020 has seen the development and roll out of a Global HSSE
audit program with a recognized external provider. The aim of
this program is to establish a global standard for HSSE and abest practice sharing platform; Constantia Flexibles manages the Covid-19 pandemic withGroup- and local crisis teams. Highest standards of even more
stringent hygiene-equipment and rules including required
information and training campaigns to employees and leased
personnel as well as for contractors and visitors still ensure tominimize the spread of the virus;
 in 2020, the topics of Fire Safety, Machinery Safety and

Behavioral Safety, were set as the top-priorities.

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 START Austria – Constantia Flexibles is supporting “START”

students in Austria. Young people from countries such as
Afghanistan or Syria, are encouraged and supported to get
the maximum out of their talents. This is achieved, notably bylanguage support and training; the team of the Constantia Teich plant in Austria is supporting

a long-term initiative where underprivileged children fromlocal schools obtain financial support for extracurricular
activities such as English lessons and sports activities, also,
donating money to organizations which help mentally ill
people to reintegrate in to society; in Africa, the team at Constantia Flexibles’ Afripack sites

donated towards feeding school children who have no meals
at home or are undernourished and also donation in support
to Muthande Society for the Aged, site has been a longstanding supporter of this NGO. MUSA is focused on issues
affecting the elderly in the community; their social, physical,
economic and emotional needs;
the team at Constantia Flexibles’ Vietnam plant donatedCoronavirus (Covid-19) support for communities with Sponsor
high flow heated respiratory humidifier. Medical device
donated in District 4 Hospital & Sponsored another patientmonitor for University Medical Center, Ho Chi Minh City.

4.2.2.5 Protection of health and safety
and business continuity in the context
of Covid-19
Constantia Flexibles as a global manufacturer and system-relevant
supplier of essential flexible packaging for food andpharmaceutical industries elaborated stringent preventive
measures contributing to the highest standards of behavior andhygiene.
The measures also include the Group-wide dissemination ofinternal information and training material for all teams, hired
personnel as well as for contractors essentially working on site andalso for visitors to defeat the virus. These awareness-campaigns
contribute to the people’s health and safety throughout the Groupand ensure the continuing production of flexible packaging within
the system-relevant supply-chain.
From the start of the pandemic, local crisis teams have beenmonitoring the relevant development of infections within theirregion and have been reporting the occurrence of infections fromtheir site to the Group Crisis Team. Monitoring these numbers
allowed this team to publish detailed reviews and implementbusiness-continuity management plans (BCM) adapted to thehealth context.

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The Executive Management Team has been informed on an
on-going basis about the status of suspicious cases and also of
positively tested infections within Constantia Flexibles to decide on
further adoptions of existing measures.
As part of the actions to preserve the health and safety of thepeople as described above, Constantia Flexibles strongly
recommended teleworking to all those who were able to do so.
Thus, the employees of the Vienna headquarters have madeextensive use of it. Constantia has accompanied this process by
allowing, for example reasonable IT-equipment like additional
screens for laptop-users to be taken home.
Due to the successful rollout of the IT-strategy at Constantia
Flexibles, certain upgrades and extensions allowed collaborative
work to continue with good connectivity and high availability – with
an option to share securely stored data. The upgrade to Microsoft
365 including features like the internet-meeting tool Teams and theshift to Cloud-based solutions for data-storage have accelerated
the digital setup within the Group, which contributed to thesuccessful shift to home office technology-wise.
The health context allowed Constantia to accelerate health andsafety, IT deployment, and to test the effectiveness of its global
business continuity plans. Economically and socially, the pandemic
has highlighted the central role of players such as Constantia
Flexibles in the food and pharmaceutical supply chain. The Grouphas demonstrated its reliability and ability to meet customers’
needs in an unprecedented context.

4.2.2.6 ESG Approach and Roadmap
Constantia Flexibles is rethinking packaging every day to make apositive, sustainable, and significant contribution to its customers
with the least negative environmental impact while respecting its
teams’ health and safety. The ESG roadmap below presents themain commitments of Constantia Flexibles and the key indicators tomeasure its performance. The following chapters explore each ofthese topics in greater depth. As part of the extra-financial
performance statement (EFPS), other extra-financial indicators andrisks, not included in the roadmap, are also published in thisdocument.

ESG governance
While the Group Sustainability Team takes the lead on thedevelopment of the ESG Roadmap and the implementation of
initiatives, all Constantia Flexibles employees are committed to
implementing the strategy. The EVP Corporate Strategy andBusiness Improvement is in charge of sustainability topics at
Constantia Flexibles while the Board of Directors also oversees ESG
issues.

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ESG Roadmap

GOVERNANCE

SOCIALENVIRONMENT

Theme

(1)

Commitment

Targets

KPIs

2020

2021

Unit

ClimateChange: GHG
emissions

We are committed to minimize
our impact on the environment
and to continuously improve
our sustainability performance, especially in
relation to greenhouse gas (GHG) emissions.

We commit to reduce absolute scope 1, 2
and 3 greenhouse gas emissions 24% by
2030 and 49% by 2050 from a 2015 baseyear (approved by the Science
Based Targets initiative).

GHG-emissions Scope 1,
2 (market based), 3

1,646(1)1,639(1)

kt CO2e

Circular
Economy:Recyclabilityof products

We aim to design our products based onsustainability criteria – applying
a holistic life cycle approach –and to meet the challengesof the circular economy.

We pledge that 100%of our packaging will berecyclable by 2025.

Recyclability of productportfolio

51*

51*

%

We strive to continuously increase
the number of suppliers audited,covering ESG topics.

Number of supplier audits

20

30

We commit to continuously train our
procurement personnel on sustainableprocurement issues.

% of strategic buyers
across all locations who
have received training onsustainable procurement

90

88

Lost Time Injury
Frequency Rate (LTIFR)

2.6

2.8

Number ofoccupational diseases

00Sustainability
andcollaboration
along thevalue chain

We commit to consider social and environmental responsibility, as well as fair andethical business principles throughout the
supply chain.

Health &Safety atwork

We promote the constantdevelopment of health & safety
at work with the aim of continuous andsustainable improvementof the work environment.

We strive for achieving
our goal of“ZERO LOSS – NO HARM”

Health &Safety of
consumers:
safe products

We consider legal compliance and safety ofour products to be a top priority and commit
to keeping the highest standards withregards to product safety and quality.

We strive for all production
sites having at least one
relevant product safetyor quality certiﬁcation.

% of production sites withat least one
certiﬁcation in
relation to product safety
and quality

100

100

%

Diversity& equalopportunity

Our employees make the difference, therefore we foster diversity at the workplace:
Constantia Flexibles is made up of peopleof various origins, cultures, religious afﬁliations, genders and ages.

We target to be a company where female
employees are supported to advance theircareers at any managerial level.
The goal is to develop our female
employees’s leadership skills as well as
to increase our focus on hiring female
employees in management positions.

% of female managers
in top management(Constantia Grade 1-6)

9.8

9.5

%

Talentattraction,
development
and retention

Motivated and well-trained
employees are key to our success.
We commit to continuously support thedevelopment of our workforce.

We target to increase the number of
employees being trained for at least one day
p.a. to reach a broad coverage across all
employee groups.

% of employees trained
for min 1 day

49.36

68.1

%

We commit to continuously audit our plants
on business ethics issues.

Internal corruption risk
assessment conducted

yes

yes

yes / noWe commit to continuously train our employee
on Code-of-Conduct (including Anti-Bribery andCompetition Law striving for at least 80%
of employees trained each year.

% of employees trained atleast once per year

49.4

73.4

%

We commit to continuously perform
compliance checks on our business partners.

Business partner compliance check conducted

yes

yes

yes / noBusiness
ethics

We commit to fair, ethicaland sustainable principles of action andconduct throughout the group andour supply chain, as statedin the Code of Conduct and Codeof Conduct for Suppliers.

Scope 3 not available for 2021, the value measured in 2020 is indicated.

%*2020 value indicated for 2021 as the 2021 value is not available. This is estimated at 54%.

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4.2.2.6.1 Environment
4.2.2.6.1.1 Climate change (including the monitoring of Greenhouse Gas (GHG) emissions)

Extra-financial risk description

Mitigation policies and actions

2020

2021

The global increase of Greenhouse
Gas (GHG) emissions from humanactivities is a significant driver ofglobal warming, having severe andcostly consequences for ecosystems
and communities

Sustainability Policy in place
Renewable electricity(% total electricity consumption)
Measurement and reporting of direct
and indirect GHG emissions(Scope 1, 2 & 3) of all plants worldwide

KPIs

50%

50.5%

Absolute and relative GHG- emissions
reduction targets in place

GHG intensity – Scope 1 & 2

0.056

0.054

Plant certifications(ISO 14001 and ISO 50001)

Total absolute emissions (1+2(1)+3) –(kt CO2 eq)

1,646(2)1,639(3)(ktCO2 eq/Mio.m2 produced)(1) Scope 2 location based.
(2) Changed retrospectively with peer-reviewed 2020 Scope 3 value.
(3) Peer-reviewed Scope 3 value of 2020.

The global increase of Greenhouse Gas (GHG) emissions fromhuman activities is a significant driver of global warming, havingvery severe consequences for ecosystems and communities.

production processes consuming electricity, gas, steam and hot
water, as well as indirectly by purchased goods and services andfuel-and energy related activities.

Constantia Flexibles is committed to prevent potential andminimize existing negative impacts on the environment:

Energy Constantia

Flexibles strives to continuously improve theenvironmental performance of its operations regarding raw
materials, emissions, energy and waste; Constantia Flexibles aims to design its products based onsustainability criteria – applying a holistic life cycle approach –and to meet the challenges of the circular economy;

 Constantia

Flexibles
seeks
collaboration
environmental impacts along the value chain.

toreduceRelevant policies (such as the Sustainability Policy and its annex) arein place and applied throughout the Company, making
environmental sustainability an integral part of all entrepreneurial
activities. Furthermore, plants accounting for more than half ofConstantia Flexibles’ output hold certification of theirenvironmental or energy management systems (ISO 14001 or
ISO 50001).
Among other tasks relating to corporate responsibility, Constantia
Flexibles collects and monitors key data on its internal performancethroughout the Group. The Company has been measuring its direct
and indirect emissions (Scope 1 and Scope 2) since 2005 and isquantifying the indirect emissions (Scope 3) coming from value
chain activities. Direct and indirect Greenhouse Gas (GHG)
emissions are generated by Constantia Flexibles’ plants by252  - Universal registration document 2021

Constantia Flexibles had a total energy consumption of608,282 MWh in 2021, which is a 1.9% increase compared to 2020.
The table below shows the split of energy consumption by source.
Energy source[%]

Electricity

46.75%Natural gas

42.37%

LPG

3.16%

Steam

3.60%

Hot water

0.81%

Fuel oils (Diesel, Petrol)

2.99%

Heating oil

0.04%

In 2021, 17 plants had technologies for the recovery of solvents
and/or for the avoidance of solvent emissions in place (13 plants
were using RTOs, 13 plants had the possibility to recover solventsat their facilities). In addition, Constantia Flexibles works for acontinuous improvement related to energy efficiency, for example
through the heat recovery from RTOs at some plants. The amountof energy recovered from RTOs (e.g. through a thermal oil system)
is not included in the energy reporting.

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4

Corporate value chain accounting

Constantia Flexibles measures and reports Greenhouse Gas (GHG)
emissions according to the internationally recognized Greenhouse
Gas Protocol and is verified annually by an external consultant for
its Scope 1, Scope 2 and Scope 3 calculation methodology.

The table below shows the overall Scope 1, 2 and 3 GHG emissionsof Constantia Flexibles for 2021 and 2020. Total Scope 1 & Scope 2
emissions decreased by 0.6% compared to the previous year.

2020

2021

Variation [%]Scope 1 (kt CO2 eq)

118.76119.32+0.5%

Scope 2 (kt CO2 eq)

146.49144.12-1.6%

GHG intensity (Scope 1+2) (in kt CO2 eq/Mio.m2 produced)

0.056

0.054

-3.7%

1,375.68(1)1,375.68(2)-

Scope 3 (kt CO2 eq)(1) Changed retrospectively due to updated emission factors after 2020 publication.
(2) Peer-reviewed Scope 3 value (raw materials & fuel and energy related activities) of 2020. As Constantia Flexibles is a respondent to the CDP(Carbon Disclosure Project), Scope 3-emissions data are externally audited and published on the CDP platform on an annual basis. As this process
takes place in the second quarter of each year, the Scope 3 value for 2021 is not published yet in this document. However, it can be observed that
there was no significant change in Scope 3 emissions from 2019 to 2020.

Constantia Flexibles accounts the corporate Scope 1 and 2
emissions with a professional software tool which supports theGroup-wide data collection and emission calculation. The
application of this software tool ensures structured and transparent
data collection for all production sites located in countries aroundthe world.
More than half of the company’s emissions are occurring as a resultof the electricity consumption (Scope 2). To address theseemissions, Constantia Flexibles continuously increases thepurchase of electricity coming from renewable resources. In 2016
Constantia Flexibles has taken the step to switch to green electricity(produced 100% from renewable resources – backed bycertificates) in several plants, already covering 51% of the total
electricity consumption in 2021, which supports the company toreach its absolute greenhouse gas emission reduction target.
Most of the remaining emissions occur due to the solvent andnatural gas consumption, which are Scope 1 emissions. For thisreason, Constantia Flexibles is reducing its Scope 1 emissions byusing more solvent free inks and water based lacquers.
In addition to the assessment of direct and indirect emissions
occurring due to the activities of the Constantia Flexibles Group,
the indirect emissions caused by processes up- and downstream ofthe supply chain (Scope 3 emissions) are evaluated. Following afirst analysis of Scope 3 emission sources, Constantia Flexibles set
up an evaluation method on a Group-wide scale for significant
emissions sources. The result was that purchased goods used to

manufacture Constantia Flexibles’ products are the most importantelement of Scope 3 emissions of the company. Aluminum andplastic raw material purchases represent almost 80% of thecompany’s Scope 3 emissions (as measured in 2020).
Material Scope 3 emissions are tracked for each of Constantia
Flexibles’ plants since 2015. This enables the Group to identify andanalyze hotspots to initiate projects in direct contact with its
suppliers, such as the Aluminium Stewardship Initiative, to decrease
its Scope 3 emissions deriving from purchased raw materials.
Constantia Flexibles pays particular attention to continuous
improvements in the consumption of raw materials – which areessentially aluminum, plastics, paper, and chemicals like inks andsolvents – e.g. by actively engaging with key suppliers on carbon
emissions. Potential environmental impacts on the level of productsustainability are made quantifiable through comprehensive
investigations (for example by conducting life cycle assessments).
Greenhouse gas (GHG) emission reduction objectives

Constantia Flexibles had set a company-wide spanning goal of a
40% reduction in Greenhouse Gas (GHG) emissions by 2023
(Scope 1 and 2 emissions per square meter produced, setting 2005
as reference year).
In 2017, Constantia Flexibles strengthened its commitment with a
new Group-wide absolute greenhouse gas emissions reduction
target approved by the Science Based Targets initiative (SBTi) in
2018(1).

(1) The Science Based Targets initiative is a collaboration between the Carbon Disclosure Project (CDP), the United Nations Global Compact (UNGC),
World Resources Institute (WRI), and the World Wide Fund for Nature (WWF) and one of the We Mean Business Coalition commitments.

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Constantia Flexibles is thus committed to reduce absolute
Scope 1, 2 and 3 Greenhouse Gas (GHG) emissions by 24% until
2030 and 49% by 2050 from a 2015 base-year. Targets adopted
by companies to reduce GHG emissions are considered“science-based” if they are in line with the level of decarbonization
required to keep global temperature increase below 2 degrees

Celsius compared to pre-industrial temperatures. Setting thisambitious target demonstrates to customers and otherstakeholders Constantia Flexibles’ dedication to play its part ininternational efforts to limit global temperature rise and tocontinuously improve sustainability performance across the value
chain.

The table below shows the progress of Constantia Flexibles’ absolute and relative targets:

Indicator

Reducing absolute GHG emissions by 24% until 2030
and 49% until 2050 (Scope 1, 2 and 3)

2015 baseline
CO2 eq kt

2020
Performance2021
performance(1)2030 objective

1,974

1,646

1,639(1)-24%(1) Peer-reviewed Scope 3 value (raw materials & fuel and energy related activities) of 2020. As Constantia Flexibles is a respondent to the CDP(Carbon Disclosure Project), Scope 3-emissions data are externally audited and published on the CDP platform on an annual basis. As this process
takes place in the second quarter of each year, the Scope 3 value for 2021 is not published yet in this document. However, it can be observed that
there was no significant change in Scope 3 emissions from 2019 to 2020.

Indicator

2005 baseline
CO2 eq kt/Mio.m2

2020
Performance2021
performance

2023 objective

0.08

0.06

0.05

-40%

Reducing GHG emissions by 40% until 2023
(Scope 1 and 2 per m2 produced output)

Constantia Flexibles revised its environmental policy to a morecomprehensive sustainability policy, including an annex which
details actions and measures in place to meet the Group’scommitments. Both documents are available on Constantia
Flexibles’ website. This sustainability policy clearly outlines
Constantia Flexibles’ core values and targets to employees andexternal stakeholders. In addition, the Group’s Code of Conduct
and Supplier Code of Conduct were updated in 2019, including
more comprehensive clauses on environment and responsible
sourcing. Constantia Flexibles has also formalized and published a
Responsible Sourcing Policy in 2020, outlining the expectations thecompany has towards suppliers in regards to human rights, laborrights and environment.
Constantia Flexibles shares key environmental data throughout the
supply chain and collaborates with selected platforms/projects,
such as CDP (Carbon Disclosure Project) and EcoVadis. In 2021,
Constantia Flexibles was among those companies that made it onto
the CDP A-List (Climate Change Leadership level), being awarded
with exceptional scores for the company’s climate change reportingand climate protection efforts making Constantia Flexibles one of254  - Universal registration document 2021

200 high-performing companies out of over ten thousand scored.
Constantia Flexibles has been identified as a global leader forengaging with its suppliers on climate change, being awarded aposition on the 2021 Supplier Engagement Leader Board by CDP.
CDP evaluates strategies, goals, and actual reductions in emissions
annually, along with the transparency and verification of reported
data. These above average scores demonstrate Constantia
Flexibles’ high level of environmental stewardship, and thecompany's actions and approaches in managing climate change.
The company is also well-rated by EcoVadis, an organization, whichaims at improving environmental and social practices of companies
by leveraging global supply chains. In 2021, Constantia Flexibles
received the gold CSR recognition level of EcoVadis for the fourth
time in a row, placing the company among the top 1% of all
suppliers evaluated by EcoVadis in this industry.
The topics and associated commitments and actions in this section
are supporting the following UN Sustainable Development Goals:

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4.2.2.6.1.2 Circular economy
Extra-financial
risk description

Current and emerging
regulations regarding
packaging and the circular
economyMitigation policies and actions

KPIs

Active collaboration in supply chain spanning initiatives and Recyclability of
projects (e.g. New Plastics Economy, CEFLEX, Stop Waste
product portfolio
Save Food Initiative, Sustainable Packaging Coalition, UN(%)
Save Food Initiative, European Commission’s PEF initiative)
Signatory to the New Plastics Economy Global Commitment
Opening of Ecoflex Ahmedabad in 2019, the first planton the planet designed to produce recyclable flexible
packaging only (EcoLam product family)Life Cycle Assessments (LCA) are conductedwith a peer-reviewed LCA-meta-model

2020

2021

51%

51%
Based on the2020 value (1)(1) 2021 evaluation still in progress at date of publication, however estimated at 54%.

Recyclability

Packaging plays an essential role as it protects valuable content
throughout the supply chain and enables a proper and safedelivery to the end-consumer. Flexible packaging is designed tominimize the use of packaging materials since it generally requires
fewer resources to manufacture than rigid packaging solutions. It
plays only a minor part of a product’s total environmental footprint
over its life cycle but a major role in its preservation.
It is therefore fundamental to ensure that packaging is being
collected and recycled and does not end up in landfills or theenvironment. Products must therefore be compatible with existingcollection, sorting and recycling infrastructures and processes inorder to increase the circularity of packaging.
As a global flexible packaging producer for the consumer andpharma industry and a company being committed to sustainability
from the very beginning, Constantia Flexibles recognizes theimportance of supporting the development towards a circular
economy for plastics.
In 2018, Constantia Flexibles signed the New Plastics Economy
Global Commitment alongside 400 companies (including several of
the largest global players in the packaging and consumer goods
sector), committing to 100% of packaging being recyclable by2025. Aware that the ability to achieve this target does not depend
entirely on the packaging industry, but also on the speed andselections of consumer goods and pharmaceutical industry players,
as well as evolving regulations, Constantia Flexibles plays an activerole in the transformation by pushing the existing recyclable
packaging solutions, filling technological gaps with new solutions

under the aegis of EcoLutions and systematically integrating therecyclability criterion into the assessment of potential new
acquisitions. The share of recyclable products sold by Constantia
Flexibles in 2021, including the latest acquisition, is estimated at
54% by volume (compared to a published figure of 51% in 2020).
All future product innovations will focus on the implementation ofdesign guidelines to develop specifications which are recyclable –in practice and on a commercial scale.
Furthermore, the circularity of packaging is becoming increasingly
important, given that the European Union calls for a greater
reduction in the use of resources, the reuse of products,
significantly higher recycling rates and the use of recycled materials
as a secondary raw material within the framework of the European
Circular Economy Package.
Constantia Flexibles thus continuously evaluates the recyclability
status of its product portfolio. The company has developed acomprehensive recyclability guidance document in 2019 that iscontinuously adapted to most recent regulations and guidelines.
This document gives information on flexible packaging recycling,
the regulatory context, the packaging recycling market, available
sorting technologies and common design criteria for recyclable
packaging. Based on these criteria, Constantia Flexibles completes
a detailed assessment of its entire product portfolio to identify
non-recyclable structures and is in the process of developing aroadmap to address each of these. Currently (data available only
for year N-1, i.e. 2020), about 51% of the product portfolio is
recyclable (% recyclable output [m2] of sold output [m2] in 2020).
This recyclability rate is estimated at 54% for 2021.

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Ecolutions
To meet the challenge of a circular economy, withoutcompromising on functional requirements, Constantia Flexibles
launched the more sustainable packaging product range“Ecolutions” in 2018. Ecolutions meets sustainability requests ofcustomers and legal requirements with a clear focus on recyclability
while maintaining all the properties required to protect the
packaged products. Constantia Flexibles made extensive
investments in recent years in state-of-the-art technology fordesigning recyclable structures and strives to transform all
non-recyclable products into recyclable structures. With various
products offered (e.g. EcoLam, EcoCover, EcoPouch, EcoTainerAlu)
Constantia Flexibles has entered into a new era of packaging andhas created recyclable product families along existing recycling
pathways for various substrates and formats.
Value chain spanning initiatives
Constantia Flexibles believes that working side-by-side, businesses
and governments can tackle sustainability issues at its source andis, therefore, an active member of several value chain spanning
initiatives.
It thus joined the New Plastics Economy initiative led by the Ellen
MacArthur Foundation that seeks to build a system in which plastic
never becomes waste or pollution. The ambitious vision underlying
the initiative unites many of the world’s largest packaging
producers, brands, retailers, recyclers, governments, and NGOs.
The initiative focuses on three actions required to make theFoundation’s vision a reality and create a circular economy forplastics: first, eliminate problematic and unnecessary plastic items,
second, innovate to ensure that the plastics needed are reusable,
recyclable, or compostable and third, circulate all plastic items
used to keep them in the economy and out of the environment.
As a founding member of the CEFLEX project (A Circular Economy
for Flexible Packaging), Constantia Flexibles intensively works onfurther enhancing the performance of flexible packaging in thecircular economy by advancing better system design solutions via
collaboration. CEFLEX is the collaborative project of a European
consortium of companies and associations representing the entire
value chain of flexible packaging. Project goals set for 2020 and 2025
include the development of robust design guidelines for both flexible
packaging and the infrastructure to collect, sort and recycle them.
CEFLEX stakeholders are working together in seven workstreams toidentify and develop the best solutions: 1. Design guidelines,
2. Understand the European flexible packaging market, 3. Identify
and develop sustainable end markets for secondary materials,
4. Develop a sustainable business case, 5. Proof of principle in a pilot
region, 6. Facilitating technologies, 7. Communication. Constantia

256  - Universal registration document 2021

Flexibles is an active member in six of these working groups andcontinuously works on increasing the recyclability of flexible
packaging.
Contribution to the life span of packaged products
Constantia Flexibles collaborates with stakeholders along thewhole supply chain raising the awareness that without theprotection that packaging provides for products during their
lifetime, the targeted provision of goods would be impossible.
Within the industry research project “Stop Waste-Save Food”,
Constantia Flexibles, together with other stakeholders, investigated
how food packaging and processing solutions can contribute toimproved product quality, product protection and increased
shelf-life and, thereby, reduce food waste. The results of this work
include a guidance document which was presented in 2020.
Moreover, Constantia Flexibles is working to reduce food waste asa member of the UN Save Food Initiative. The Save Food Initiative
was introduced in 2011 to put the issue of the fight against foodlosses onto the global political and economic agenda.
As the global population continues to rise, it is imperative to findways to reduce food waste (whether due to food being thrownaway or allowed to spoil) and packaging solutions have an
important role to play in ensuring sustainability.
To proactively address risks driven by regulatory change,
Constantia Flexibles concerns itself intensively with the topic ofsustainability at the association level as a participant in international
task forces. In addition to being a permanent member and chair of
Flexible Packaging Europe’s Sustainability Committee, Constantia
Flexibles participates in the European Aluminium Foil Association’s
Foil Sustainability Action Group, working constantly toward making
its voice heard in terms of current affairs, initiating projects andencouraging intercompany cooperation in defense of common
interests.
Likewise, Constantia Flexibles’ membership in the Sustainable
Packaging Coalition (SPC) strengthens its ties to key accounts andincreases shared understanding of the sustainability issues affecting
the packaging industry. The SPC is a task force dedicated to thevision of more environmentally friendly packaging. As a committed
member of the multi-material flexible packaging recovery initiative,
Constantia Flexibles understands the increasing importance offinding solutions for collecting, sorting and recovering
multi-material packaging. Constantia Flexibles understands thatsharing efforts on a global level to develop recycling solutions
advances collective understanding, and shared best practices, tocreate a sustainable solution for the management of multi-material
flexible packaging at their end of life.

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Constantia Flexibles also takes an active interest in legislation
regarding the European Commission’s initiative on thedevelopment of Product Environmental Footprint Category Rules(PEFCR). Constantia Flexibles is helping to map the entire value
chain for the purposes of these studies, allowing the categories ofenvironmental impact put forward by the European Commission to
be reviewed and evaluated.
Life Cycle Assessments
Support for its internal (e.g. sales and product management teams)
and external stakeholders is another of Constantia Flexibles’ key
endeavors. The life cycle assessment (LCA) studies led byConstantia Flexibles are fundamental to the improvement of its
ecological footprint. Life cycle assessments at Constantia Flexibles
have been conducted since mid-2015 via a semi-automatedapproach, in order to meet the range of inquiries from customers

4

which come up in the course of life cycle design. This
peer-reviewed innovative LCA-meta-model enables Constantia
Flexibles to provide information on the environmental footprint of
products through the incorporation of production processes, rawmaterial input, waste handling possibilities and country specificsettings.
By being able to make credible claims on product sustainability,
Constantia Flexibles will be seen as a reliable partner for its
customers, facing transparency expectations from end consumers
and legislators. In addition, there is the possibility to gain acompetitive advantage and to discover potential cost savings
through product optimization.
The topics and associated commitments and actions in this section
are supporting the following UN Sustainable Development Goal:

4.2.2.6.1.3 Sustainability along the value chain
Extra-financial risk description

Mitigation policies and actions

KPIs

2020

2021

Risks in relation with Constantia Flexibles’ raw
material sourcing (aluminum, plastics, paper,and chemicals like inks and solvents)

Supplier Code of Conduct
in place
Responsible Sourcing
Local policies in place

Number of suppliers audits
carried out

20

30

Aluminium Stewardship
CSR questionnaire coverage
Initiative certification of C. Teich of suppliers

20

30

Supplier audits and CSR
evaluation

In addition to the actions undertaken to limit the impact of its
manufacturing process on the environment, Constantia Flexibles
also strives to responsibly source and select suppliers that take into
account the environmental and social impact of the materials they
offer (aluminum, plastic, paper, chemicals such as inks and solvents,etc.). Constantia is also a member of several professional
associations that strive to improve transparency and measure theenvironmental footprint of the various materials used.
Constantia Flexibles sees sustained collaboration throughout thevalue chain (e.g. in order to implement responsible sourcing
certifications) as an important component of a comprehensive
approach to sustainability. Constantia Flexibles is a founding
member of the Aluminium Stewardship Initiative (ASI), which wasestablished to promote sustainability performance andtransparency across the entire aluminum value chain. Introduced byseveral businesses, ASI, as a non-profit initiative, aims to mobilize abroad base of players in the value chain toward implementing

responsible business ethics and environmental and social
performance practices and toward establishing corresponding
standards. In 2018, Constantia Flexibles’ largest plant, Constantia
Teich has become the first aluminum foil roller and packaging
converter and the first European company to be certified according
to ASI’s Performance Standard for environmental, social andgovernance performance. This certificate was successfully renewedin 2021. Furthermore, in 2020, Constantia Teich received theofficial certification for ASI’s Chain of Custody Standard, which
complements the ASI Performance Standard and sets out
requirements for the creation of a Chain of Custody for CoC
material, including ASI aluminum. ASI Certification of the Teichfacility signifies that Constantia Flexibles’ practices meet theindustry’s highest standards. Aluminum makes up approximately athird (35%) of the company’s raw materials and Constantia
Flexibles sources over 90% of it in Europe.

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Wendel’s subsidiaries, reviewed by an independent third-party bodyWithin the CEFLEX and NPEC (New Plastics Economy) projects,
Constantia Flexibles intensively works together with the wholevalue chain on further enhancing the performance of flexible
packaging in the circular economy (see section 4.2.2.6.1 - “Circular
Economy”.).
The “Code of Conduct for Suppliers and Subcontractors” publishedon its website, defines the basic requirements that Constantia
Flexibles places on its suppliers of goods and services andsubcontractors concerning their responsibility towards theirstakeholders and the environment. The principles described in thisCode of Conduct are based, to a large extent, on the principles of
the Universal Declaration of Human Rights of the United Nations,on the Conventions of the International Labour Organization (ILO),
and on the UN Conventions on the Elimination of all Forms ofDiscrimination against Women and on the Rights of the Child. The
fair trade practices, integrity vis-à-vis all stakeholders andenvironmental protection are also part of the Supplier Code of
Conduct. Based on the values described in this Code of Conduct,
Constantia Flexibles strives for a close partnership with its suppliers
and subcontractors with the aim of jointly creating added value forall stakeholders (e.g. through business to business R&D projects inparticular). In 2019, the Code of Conduct was updated in order toreflect the importance of sustainability in the written principles. The
Supplier Code of Conduct is part of the purchasing conditions set
by Constantia Flexibles.
In 2020 Constantia Flexibles additionally introduced a Responsible
Sourcing Policy (published on its website). The policy outlines its
expectations towards suppliers in regard to corporate
responsibility. It follows the principles of the United Nations Global
Compact and selected UN Sustainable Development Goals.

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Due to the Covid-19 pandemic, Constantia Flexibles performed
30 virtual supplier audits in 2021. Suppliers were chosen based on
various risk considerations with a focus on strategic suppliers.
In 2018, a comprehensive supplier sustainability assessment was
carried out together with an external consultant. This had helped tounderstand the maturity level of suppliers and evaluate
improvement potential. The questionnaire was sent out to all main
suppliers, covering more than 80% of Scope 3 emissions andprocurement spend. Since 2020, the sustainability and ESG
performance evaluation of suppliers has been included into
Constantia Flexibles’ general supplier audit.
Going forward, the Company has decided to ensure a higher levelof efficiency and objectiveness for its supplier sustainability
assessments. To this end, Constantia Flexibles has extended its
Sedex membership, allowing its Procurement Team to monitor the
ESG performance of its suppliers through the support of an
external platform.
Group Procurement has finalized its structured sustainable sourcing
concept and started implementation. The supplier portfolio is
being assessed across ESG risk factors driven by country andindustry. Mitigating activities will be focused on high-risk suppliers
firstly. Training of procurement personnel has started during
various meeting and text formats and will be continued in 2022.
The topics and associated commitments and actions in this section
are supporting the following UN Sustainable Development Goals:

4

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4.2.2.6.1.4 Air pollution
Extra-financial risk description

Mitigation policies and actions

Constantia Flexibles is aware of therisk of air pollution and the impact ofvolatile organic compounds (VOCs)
emissions on the environment. Theseemissions are originated in plantsfrom the usage of solvents

Sustainability Policy in place

KPIs

2020

Regenerative Thermal Oxidizers Consumer division
installed in several plants
Pharma division

Constantia Flexibles is aware of the risk of air pollution and theimpact of volatile organic compound (VOC) emissions on theenvironment. These emissions originate in plants from the usage ofsolvents. Since Constantia Flexibles is acting in accordance withapplicable laws on volatile organic compound (VOC) emissions,this topic is mainly a compliance topic and no additional policy isrequired for this risk. However, the Sustainability Policy also covers
topics such as technologies and reducing emissions and is applied
throughout the company.
Constantia Flexibles works for a continuous improvement related to
VOC emissions. Some of the approaches are: solvent recovery;
 Regenerative Thermal Oxidizers (RTO);

2021

VOC emissions intensity(ton/Mio.m2 produced)
3.46

3.41

2.89

2.69

Furthermore, Constantia Flexibles is actively working on increasing
the use of water-based inks and investing in R&D of water-based
printing technologies.
The following graph shows the breakdown of VOC emissions per
product output and division. Absolute VOC emissions increased
1.2%, while VOC emissions per output decreased by 1.9%
compared to 2020.

VOC emissions per output and division in 2021
[t/Mio m2]
VOC emissions per output and division[t/Mio m2]
3.5

 organic solvent-free technologies.
In this context the company has installed RTO facilities in several
plants, consequently reducing VOC emissions. In 2021, 17 plants
had technologies for the recovery of solvents and/or for the
avoidance of solvent emissions in place (13 plants were using
RTOs, 13 plants had the possibility to recover solvents at theirfacilities).

3.0
3,0

Constantia Flexibles also aims to decrease the overall solvent
consumption (and emissions thereof), e.g. by investing in new
solvent-free printing technologies in several plants. Some plants
have, therefore, been able to eliminate solvent use completely.
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4.2.2.6.1.5 Additional environmental indicators not related to mainrisks (voluntary)
Waste management

Constantia Flexibles continuously monitors the achievement of
implemented waste targets with waste management plans on plantlevel. The total amount of waste at Constantia Flexibles’ sites was
71,691t in 2021, which is a 1.7% increase compared to 2020. The
graphic below shows Constantia Flexibles’ waste production
intensity ratio by division and category of waste in 2021.

Waste per output by waste type and divisionin 2021
Waste per output by waste type and division[t/Mio m2]

In 2021, Constantia Flexibles sent 82% of the hazardous waste
and 89% of the non-hazardous waste to recovery (recycling,
composting and incineration with energy recovery). Compared tothe previous year the recovery rates slightly diminished – in 2020
84% of the hazardous waste and 89% of the non-hazardous waste
was sent to recovery. The chart below shows the breakdown of
waste sent to recovery by waste type and division.

Waste sent to recovery 2021 [%]% of Waste sent to recovery
100%
90%
80%

16

70%
60%

12

50%
40%
8

30%
20%
10%

4

0%
Consumer

0

Hazardous waste

Hazardous waste

PharmaConsumerPharmaNon-hazardous waste

Non-hazardous waste

4.2.2.6.2 Social
4.2.2.6.2.1 Fight against shortage of skilled labor workers
Extra-financial risk description

Motivated and well-trained employees are key tosuccess for Constantia Flexibles. However, finding
skilled labor workers, especially on shopfloor level,
becomes more and more difficult and in some areas iseven a major issue.
Thus, Constantia Flexibles is facing the risk of
non-availability of qualified employees and the risk of
non-filling crucial positions, at blue collar, specialist or
management level

Mitigation policies andactions

Group HR strategy at Constantia Flexibles is aligned to achieve our
Vision 2025 Group Strategy. Some of the main aspects of it includes
giving purpose through meaningful activities especially towards ESG
oriented environment while fostering agility leads to developing
expert capabilities. Empowered and accountable leadership ensure
strong focused approach towards delivering performance. Anotherstrong pillar of the Group HR strategy includes step towards
digitalization of HR organization along with its processes and tools
which will deal with the labor force and further develop skills.

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KPIs

Introduction of a policy
Hire ratethat provides frameworkfor harmonized personnel Turnover rate
management activities inorder to avoid/overcome
the situation of talent
shortage

2020

2021

14.7

18.1

16.8

19.2

Motivated and well-trained employees are key to success forConstantia Flexibles. However, it is becoming increasingly difficult tofind skilled labor workers, especially on shopfloor level.
The number of employees (HC) at the end of the fiscal year 2021 was
8,551 with the majority (78%) of employees working in Constantia
Flexibles Consumer division. Overall, the total number of employees
stayed quite stable, when comparing 2020 to the previous year.

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Headcount split per division at year-end 2020 and 2021
2020
Division

2021

Headcount

Headcount (in %)Headcount

Consumer

6,482

78.30%

6,773

79.21%

Pharma1,413

17.10%

1,376

16.09%

380

4.60%

402

4.70%

8,275

100%

8,551

100%

HQ
TOTAL

The risk of a lack of skilled labor workers is monitored by tracking
the hire and turnover rate in Constantia Flexibles on a monthly
basis. In 2021, a total of 359 female and 1,190 male employees was
hired in Constantia Flexibles entities. In the previous year
Constantia Flexibles hired a total of 1,207 employees. During thereporting period, 1,644 employees left Constantia Flexibles,
whereas in the previous reporting period 1,380 employees left thecompany. In total, the hire rate for Constantia Flexibles in 2021
sums up to 18.1%, whereas the turnover rate amounts to 19.2%. In
2020, the hire rate was 14.6% and the turnover rate was 16.7%.

Headcount (in %)From 2021 onwards, the trainees/interns/apprentices are also
included as a part of hiring and turnover count. This rate
corresponds to the number of hires divided by the number of
employees at the end of the period. The turnover rate corresponds
to the number of employees who left the Group during the year
compared to the number of employees hired.
All sites were impacted by the Covid-19 pandemic, resulting in
discrepancies between 2020 and 2021 for these two ratios.

Hire and turnover rate by gender
25.9%

20.3%
17.5%

19.2%

18.1%
16.2%

15.9%
14.2%

Hire rate
2020

16.8%

16.7%

17.5%

14.6%

Hire rate
2021

Turnover rate
2020

FemaleConstantia Flexibles undertook to formalize a policy to address therisk of skilled labor shortages at Group level which was published in
2021. Considering the current situation, this risk is diminishing.
Keeping a coherent global approach, internal workshops wereconducted to gather the inputs from Group HR specialists and local
HR managers during the process of finalization of the policy.
Though Constantia Flexibles has identified and implemented the
local as well as global initiatives (see below and others, e.g.
succession management plans for key positions) to address this risk.

MaleTurnover rate
2021

Total

Constantia Flexibles is fostering employee transfers within theGroup and supporting the development of employees. Job
postings are published on the intranet and shared within thecompany’s HR community. For improving the recruiting process forboth Constantia Flexibles HR staff and external applicants, theweb-based GRS (Global Recruitment Solution) has beensuccessfully implemented for all European and South African sites.
Furthermore, Constantia Flexibles continues to develop andexpand its Global Recruitment Solution at all group sites.

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Wendel’s subsidiaries, reviewed by an independent third-party bodyThis tool supports Employer Branding, ensures the compliance ofthe company with the data protection regulations and promotes
the internal movement and development of people. It also helps topublish vacant positions online and to set up a global talent pool.
The training of the company’s talent at a local level is the strong
focus on apprentice- and traineeships, especially in Austrian andGerman Constantia Flexibles sites. At year-end 2021, a total of
125 apprentices/interns/trainees were employed at Constantia
Flexibles.

4.2.2.6.2.2 Promoting diversity and equal opportunities
At Constantia Flexibles, employees are a key success factor, which
is why the company encourages diversity in the workplace.
The Constantia Flexibles group is made up of people of various
origins, cultures, religious affiliations, genders and ages. This
diversity promotes a range of competencies and experiences,which contribute to the lasting competitiveness of the company.
The group encourages women to advance their careers at all levelsof the organization's management. The aim of the company is todevelop the leadership skills of its employees and focus on
recruiting female staff.

Breakdown of employees by gender, age group, contract type, employment type and management
positions 2021
Employees in %
100%

20%
80%

60%

90.5%

79%
94%

96%

6%

4%

Contract Type

Employment

Permanent

Part time

FemaleTemporary

Full time

Male

57%
40%

20%

21%

23%

0%
HeadcountAge group

Female<30 yearsMale>50 years

30-50 years

57% of Constantia Flexibles’ employees are 30-50 years old. Its
workforce is 21% female and 79% male. 96% of the employees ofConstantia Flexibles are full-time employees and 94% havepermanent employment contracts. Compared to 2020, there isalmost no variation in these proportions. By comparison, in 2020,
55% out of all Constantia Flexibles’ employees were between 30
and 50 years old, 22% of the total headcount were female and 78%
were male employees. 95% of all employments were full-time and
94% of all employees had a permanent employment contract. 9.5%of total management positions in Constantia Flexibles are female.
Lastly, in 2021, around 1.88% of Constantia Flexibles’ workforce are
employees with disabilities.

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9.5%Management position

Constantia Flexibles is an equal opportunity employer with all
employment decisions made without regard to race, color, religion,sex, sexual orientation, gender identity, age, disability, national
origin, and citizenship status.
The topics and associated commitments and actions in this section
are supporting the following UN Sustainable Development Goals:

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4.2.2.6.2.3 Talent attraction, development and retention
Extra-financial risk description

As Constantia Flexibles is a global player on the
packaging market, personnel development is key tosustainable success
Missing trainings and development activities can leadto a decrease of motivation, resulting in high attritionand low performance, increased
recruiting/replacement costs and loss of competitive
advantage

Mitigation policies
and actions

Group Training Policy on
minimum requirements,
roles and responsibilities
as well as documentation,
evaluation and reporting
requirements on a global
level

KPIs

2020

2021

Training hours per FTE(Full-time Equivalent)
Share of employees
trained for minimum
one day

14.5

16.5

49.4%

68.1%

As Constantia Flexibles is a global player on the packaging market,
personnel development is key to sustainable success. Missing
trainings and development activities can lead to a decrease of
motivation, resulting in high attrition and low performance,increased recruiting/replacement costs and loss of competitive
advantage.

Constantia Flexibles refreshes its range of training with focus oncommunication, efficiency at work and leadership skills to support
employees in their career development and employability on anannual basis. The structured annual talks for all employees alongwith succession planning at senior managerial level are also
integrated in the training plan.

To mitigate this risk, Constantia Flexibles offers a wide range ofdevelopment and training activities, based on a skills framework
which was given an overhaul in September 2021, tailored for thegroup. This new framework must also serve as a development focus
for all employees. The updates notably concerned “safety andenvironmental awareness”. All employees are trained using the newskills model and all HR processes will be updated accordingly.

To support these efforts the Constantia University, a dynamic andinteractive web-based learning management system was updatedwith a new version to offer further functionalities. The Constantia
University integrates new learning pathways, utilizing online
training opportunities, video-based learning materials as well as
virtual training. In 2021, Constantia also offered several self-paced
programs that were created by internal trainers on strategic topics
with a main focus on the company's Sustainability Strategy. Due tothe pandemic and the effects thereof, Constantia notably decided
to create “Lead with Care”: a new training initiative to support its
managers on how they can approach mental health issues at theworkplace as taking care of people is key for the company.

Constantia continued to increase the number of training courses for
middle and senior management. In 2021, most training anddevelopment courses were offered online.
As a global company, Constantia Flexibles has recognized theimportance of bringing its employees – especially the newcomers –on board. In 2021, the company further improved its Onboarding
Program by transforming it into one global digital event – whichallowed our new employees from across the globe to meet andlearn more about the company.

The Constantia University is also the platform for the ongoingdevelopment initiatives such as “Annual Global Training Toolbox”
and “Constantia Flexibles Sales Academy”. These initiatives aim totrain Constantia Flexibles employees on the Constantia Flexibles
Leadership and Sales approach as well as on further internal andexternal tools. Moreover, additional development initiatives such as“Finance Academy” are offered.

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On top of the abovementioned initiatives that are managed bygroup Organizational and People Development, local training is
conducted at the plant level. These plans are customized according
to needs and include for example language training, individual
development plans and – among others – regular health and safety,
hygiene and technical trainings for employees working in
production areas.
To enhance employer attractiveness a new Global Employer Brand
was launched by Constantia Flexibles in May 2021 focusing on
improving the company’s image and value proposition to support

attracting and motivating future and current employees. For thisConstantia Flexibles has included elements of its corporate mission
and brand strategy (for Consumer and Pharma as well as group)and created one brand model. Employer branding is an essential
step on the way to success in attracting and fostering retention forinternal and external talents. Several activities have been alreadyorganized in all the plants in order to cascade it to all employees. In
2022, Constantia Flexibles will reinforce its Employer Brand by
sharing best practices observed and the company's achievements
and by being more active on social media.

The following table shows the most relevant KPIs (Key Performance Indicators) that allows Constantia Flexibles to track the development oftraining initiatives on a global level:
Total number of annual
training hours

Average annual training
hours per FTE

Number of employees
trained for min. one day

Share of employees
trained for min. one day

2020

112,361

14.45

4,046

49.4%

2021

131,977

16.5

5,723

68.11

The topics and associated commitments and actions in this section are supporting the following UN Sustainable Development Goals:

4.2.2.6.2.4 Health & safety at work
Extra-financial risk description Mitigation policies and actions

KPIs

2020

2021

Several manufacturing
processes (technology,
machinery) and hazardous
substances (e.g. solvents, inks)
used to produce flexible
packaging have the potential
to harm people’s health& safety

Lost Time Injuries
Frequency Rate (LTIFR)

2.6

2.8

Number of occupational
diseases00Group Policy for HSSE plus annexure“group HSSE Policy” stating its visionof ZERO LOSS-NO DAMAGE
Other underlying group standards for health& safety HSSE-related aspects to beconsidered in continuous improvement
process-schemes (CIP) at the plant level

Constantia Flexibles applies best practices in its operations andrigorous
securitypracticesformachineryandotherproduction-equipment. However, inherent operational risks related
to the occupational health and safety of all people are understood
to be properly managed as, for example, solvents and inks used to
be printed on film and foils are flammable liquids with the potential
to harm people and the environment. The successful andsustainable implementation of appropriate measures to address
this risk is ensured throughout Constantia Flexibles with therespective educated personnel in safety, engineering andoperations.

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Still, the safety of people at work could be put at risk by certain
factors. Reducing or even eliminating the risk of non-compliancewith procedures or not following the trained work-instructions isachieved by sufficient and completed instruction-trainings andSafety Walks performed by the local management. Suchawareness-raising and transfer of knowledge to employees andleased personnel/temporary workers exposed to those risks
contribute to the improvements achieved within the last years.
Constantia Flexibles takes also into account the risks at work related
to distraction and psychological and physical stress. As a logic
consequence, the broad range of counter-measures and tools havebeen prolonged especially for operations-personnel on the shop
floor
with
appropriate
behavioral-based
trainings
andawareness-campaigns.

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Wendel’s subsidiaries, reviewed by an independent third-party bodyThus, the Corporate Risk & Opportunity Management-toolconsiders H&S-related risks based on the group HSSE Policy(Health, Safety, Security and Environment), which has been
established and rolled out within the last three years. Also
considering major potentials harming people like undesired
weather conditions like floods for manufacturing premises close torivers, several types of counter-measures to mitigate the risks got
described by applying the internationally accepted guiding
principle of eliminating these risks in best case rather than only
minimizing them.
For ensuring constant improvements related to safety at
workplaces, Constantia Flexibles has increased the focus ofinvestments in new machines, additional equipment like for liftingor hoisting of material to feed machines and also for the reductionof risks related to workplace ergonomics, e.g. by exposure tosolvents and their vapors, facing noise (> 80 dB(A)) or repetitive
motion which finally could result in occupational diseases bylong-term exposures of work-force. Long-term impact like cases ofoccupational disease – authorized by competent authorities locally– needs to be reported to the respective group-function. Those
reporting-requirements are clearly set group-wide as indicator for
determining the effectiveness of implemented measures in thelong run. Thus, globally no case of occupational disease occurred
during 2020.
Constantia Flexibles compiles several data and figures from all
global production sites at group-level for deeper analysis ofpotential correlations between accidents occurred and their
specific circumstances and results. Those figures – handed in on
monthly basis according the scope of reporting to group HSSE –are subsequently summarized, verified and checked. These reports
reflect the safety performance per division and the cascaded
figures of divisional clusters on monthly basis. Moreover, sharing
those key learnings from certain lost time injuries or so-called
high-potential incidents occurred, for which corrective andpreventive measures are described, ensure to minimize the risk ofpotential re-occurrence at other similar workplaces in Constantia
Flexibles group. Learnings from such events are seen as being
crucial for avoiding injury to other people and get immediatelytranslated into preventive measures rather than to wait forcorrective measures would be required.
Subsequently, the acceleration of engagement and contribution
expected from local personnel is steered by the local plantmanagement teams, as they are tasked with taking on-sitemeasures demonstrating their personal leadership skills. Effective
examples carried out are, for example, chairing safety meetings,
undertaking safety walks at the shop-floor and by discussing thelatest incidents occurred in meetings.

4

Constantia Flexibles collects via a centralized tool the kind of
initiatives for health and safety on an annual basis. Those initiatives
accordingly selected on production site’s needs go beyond legal
requirements and contribute to the safety of personnel as well as toimprove the status of people’s health. Any individual idea could be
posted to participate in the existing continuous improvement
process (CIP) and management consults with the experts to decideupon budgets to be released for the successful implementation of
the proposal. Although the group’s production plants had to focus
onto the effective implementation of group requirements andmeasures against the Covid-19 pandemic, the number of such
safety-initiatives throughout Constantia Flexibles globally could
have been increased to six on average per operating plant.
Certain kinds of resources to be spent, for example like trainings,
workplace-introductions as well as purchase of additional
equipment or machinery-upgrades contribute to the sustainableimprovement of the safety performance of Constantia Flexibles.
Although the “return on investment” could hardly be directly
measured, the further reduction of the Lost Time Injuries Frequency
Rate (LTIFR) as shown below underpins the effectiveness of thisapproach.
Key areas of the group's HSSE policy are as follows: create a supportive culture that requires visible leadership withclear accountability where everyone is empowered to contributeto changes for improvement;

 train employees, partners and contractors to understand andadhere to the Constantia Flexibles HSSE requirements and toenable everybody to take responsibility at all levels of theorganization;

 actively engage in establishing specific goals and measureprogress to meet the commitment
performance continuously;to

improve

HSSE

 comply with all relevant legislation, standards and internal
regulations wherever the company operates;

 promoteemployee sharing and learning through open
communication regarding observed performance and use thisopportunity to implement continuous improvement and to
identify best practices; entify, mitigate or eliminate risks by involving all employees andstaff representatives.

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Why Constantia Flexibles tracks the Lost Time Injuries Frequency Rate

Constantia Flexibles’ vision for HSSE

We believe in our vision ofConstantia Flexibles’ duty to create and maintain a safe andsustainable work environment for everybody who works with andfor this international company is stated in the group HSSE Policy,
which is signed by the CEO. The reporting of performance in termsof Lost Time Injuries (LTI) includes all people exposed to thehazards attached to operations, employees or external
contributors: Thus, the Lost Time Injuries Frequency Rate
represents the number of accidents resulting in at least one full day
off-work due to the injuries the person suffered per one million
hours worked, which includes employees and leased
personnel/temporary workers.

ZERO LOSS - NO HARM

2021 performance

The Lost Time Injuries Frequency Rate (LTIFR) is monitored within
the group on monthly base. This benchmark indicator isindependent of any sector and allows benchmarks against major
customers as well as against competitors, who are also reflected in
the industry-specific safety benchmark of the interest-group named
FPE – Flexible Packaging Europe, Brussels(1). With significant efforts,
Constantia Flexibles has held a strong HSSE position, regardless ofthe challenges placed on people resource due to the pandemic
whilst reducing the severity of overall events. These steps
strengthen its reputation within the sector and locally as preferred
employer for taking care of people's health & safety.

as key priority!

Lost Time Injuries Frequency Rate(per one million hours worked)
11.9

9.3
7.9
6.6

3.9

2015

2016

2017

2018

2019

2.6

2.8

2020

2021

Occupational health and safety data

Number of Lost Time Injuries

2020

2021

45

46

0.09

0.07

Consumer division

41

41

Pharma division

4

5

Offices00

Lost Time Injuries Frequency Rate (LTIFR)(2)

2.6

2.8

Consumer division

2.9

2.9

Pharma division

1.6

2.1

Offices

0.0

0Severity rate(1)(1) Severity rate = number of lost days/total hours worked*1,000.
(2) LTIFR = number of Lost Time Injuries (LTI) per one million hours worked.

(1) Frequency rate of FPE Safety Benchmark 2019 (19 participating companies) as latest available annual figure: 8.89.

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4

The topics and associated commitments and actions in this section are supporting the following UN Sustainable Development Goals:

4.2.2.6.2.5 Health & safety of consumers: safe products
Extra-financial risk description

Mitigation policies and actions

KPIs

2020

2021

Delivery of products that may endanger thehealth of end customers in the market; i.e.
foreign body contamination, food law defect in
the product, gross quality defects, etc.

Register of regulatory requirements
and further internal regulations onfood safety/food defense plan (incl.
HACCP) and for GMP andhygiene-aspects in production% of production sites
holding at least one
product safety andquality-related certification

100%

100%

Associated risk of loss of reputation, highfinancial losses due to recall of products fromthe market, loss of customers, as well as legal
problems from liabilities such as productliability, etc.

Third- party certified management% of hygiene criticalsystems for quality and product safety customer complaints(i.e. ISO 9001, BRC Packaging etc.) toevidence compliance to GMP
regulations in the plants

Constantia Flexibles develops innovative packaging solutions tosatisfy the need of end-customers’ health and safety for thecompany’s direct clients (food- and pharma-industry). Constantia
Flexibles chose to be innovative to include long-term tendencies in
its offer such as Urbanization, Health, Premium Products andSustainability. Constantia Flexibles recognizes and proposes
additional functionalities to improve packaging by meetingcustomer’s needs.
Constantia Flexibles implemented
procedures and policies:

thefollowinginternal

 registerof regulatory requirements and further internal
regulations; group quality & product safety policy;
 migration & compliance testing; product safety related risk assessment covering all relevant
processes of production facilities (HARM or HACCP risk
management concept); certified standards for quality and product safety (e.g. ISO 9001,
FSSC 22000, BRC, etc.).
In addition to the company’s efforts to offer customers innovative
solutions, Constantia Flexibles considers the legal compliance of its
products to be a top priority. Constantia Flexibles guarantees thisby constantly following the developments of legal requirementsthat apply to its flexible packaging products. To ensure consumer
health and safety, Constantia Flexibles complies with all food andpharma packaging regulations applicable in the respective
jurisdictions in which it has a presence. In the two competence
centers of the group, analytical Research & Development experts
are supported by state of the art analytics and laboratory tests toinvestigate the safety and compliance of products and set

2.63%

harmonized requirements and procedures to ensure compliance. In
particular, these tests related to the supplementation ofchemical-analytical capacity with a focus on food contact laws andregulations (e.g. migration & compliance testing) can be performed
in-house or as requested by the respective regulation or by thefood-processing customer at accredited laboratories. After final
approval (by the customer) and confirmed acceptance tests, theseproducts are manufactured following industry standards for GMP(Good Manufacturing Practices) and other standards according to
the respective needs. These standards are certified by accredited
certification agencies and cover quality as well as product safety
requirements.
Constantia Flexibles also implemented far more detailed global
policies to ensure the appropriate setup and monitoring of
local-/plant-related internal processes beside certificates for Quality
Management (i.e. ISO 9001) available for each manufacturing plant.
In a systematic approach using HACCP-assessments (hazard
analysis and critical control points), Constantia Flexibles
preventively manages food safety-aspects from biological,
chemical, physical hazards and more recently radiological hazards
in production processes which may cause an impact to the end
consumers’ health and safety via the finished product. The results ofthese assessments are used to design quality control activities tosecure manufacturing of a safe and high-quality product. Quality
control systems follow a three-pillar model: sampling and testing inquality control laboratories, in-line operating measurement andsorting equipment, worker self-inspections/in-process controls of
operators. Non-conforming products/waste can be identified,sorted out and counter-measures can be defined. Besides that all
obligatory preventive programs like processes in place, training,
maintenance of equipment help to keep high standards in all
operations.

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All internal obligations were implemented throughout all plants
and are regularly monitored as well as internally audited regarding
their effectiveness based on an annual internal quality audit plan.
In 2019, Constantia Flexibles launched its new pharma brandcampaign “Let’s Save Lives Today”, that includes an online brandbook and a company video providing useful first aid tips.
Constantia Flexibles’ clients in the pharmaceutical industry invest
considerable resources in developing products to safeguard theircustomers’ health and well-being. Constantia Flexibles works
closely with them – as partners – to ensure that product quality is
not impaired on the way to the patient – therefore protecting the
integrity of the medicine that helps save patients’ lives. As
proliferation of counterfeit drugs is a growing problem worldwide,
Constantia Flexibles is tackling this issue head-on with its “Stop
Fake Drugs” public awareness campaign and anti-counterfeiting
packaging solutions. Anti-fraud elements such as security graphics,
holograms and high-level special effects such as security pigments
and inks all produce complex optical markers that are extremely
difficult to reproduce. Applied properly, they effectively protect
people and brands from irreparable damage.
Constantia Flexibles meets the requirements of creating a balance
between child safety and easy of access for seniors by developing achild resistant blister lidding foil. Constantia Child Resistant isavailable in four different applications: Peel & Push, Peelable, Bend
& Tear, and Push Through. All four options provide comprehensive
protection against moisture, oxygen, and light. They can becustomized to meet country-specific regulations.
Beside the stringent fulfillment of regulatory and preventive
obligations, Constantia Flexibles has a sizeable number of patents
and patent applications, illustrating its strong competitivetechnological status to ensure and protect consumer health andsafety.

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The topics and associated commitments and actions in this section
are supporting the following UN Sustainable Development Goal:

4.2.2.6.3 GovernanceAnti-Corruption and Compliance Program implemented
at Constantia Flexibles
A Compliance department, consisting of a compliance officer andtheir deputy was established in 2013 at the headquarters ofConstantia Flexibles in Vienna and extended with a juniorcompliance expert in 2021. They are responsible for all compliancematters in the group. Due to the decentralized structure ofConstantia Flexibles, at each production site, administration
personnel were entrusted with certain duties to help implement
and ensure the effectiveness of the company’s complianceprogram. The Head of Finance – in accordance with the internalorganizational structure – is responsible for all local affairs under allcompliance policies and acts as preferential contract person for any
kind of inquiry or the granting of approval unless the contrary is
explicitly stated.
Constantia Flexibles’ compliance framework consists of thefollowing key elements.
Code of Conduct (and Supplier Code of Conduct)

The Constantia Flexibles Code of Conduct is a code intended toemphasize the interest of Constantia Flexibles and its employees(and suppliers) in implementing its social responsibility and fair,ethical and sustainable principles of action and conduct. The Codeof Conduct provides a framework for action applicable to all
employees and suppliers, and supplements in a fundamentalmanner the other compliance rules of Constantia Flexibles.
According to the Code of Conduct, each employee will be held
responsible for ensuring that his/her behavior in a business context
complies with this Code of Conduct. Violations of the Code of
Conduct may have employment/contractual consequences andmay also, depending on the circumstances of the case, trigger
criminal or civil liability. The principles constitute basic standards
intended to prevent situations that could call into question thesense of responsibility and the integrity of the Constantia Flexibles
group and its employees.

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Anti-Corruption and Compliance Policy/Whistleblowing Hotline

Deterrent Sanctions Policy

Constantia Flexibles strictly prohibits engaging in bribery or any
other form of corruption and applies a zero tolerance policy in thisarea. The Compliance department therefore drafted and released
an Anti-Corruption and Compliance Policy, explaining what
constitutes corruption and setting out the standards of Constantia
Flexibles in complying with applicable anti-corruption laws
wherever it operates and identifies legal and compliance personnel
from whom certain approvals must be obtained and with whomquestions about this policy may be raised. The policy is intended toserve as a basis for all business relationships.

Constantia Flexibles has a zero tolerance policy when it comes toviolations of its policies and procedures, in particular its Code of
Conduct, its Anti-Corruption Policy and its Antitrust Policy. Also
employees are expected to comply with the relevant law, any
generally recognized customs that conform thereto and its internal
policies and procedures. In particular, business partners must betreated fairly and contracts must be adhered to.

The Constantia Flexibles Anti-Corruption and Compliance Policy
provides a mandatory due diligence procedure with respect toconsultants and agents (“Handelsvertreter”) of Constantia Flexibles
and future employees of the company. The policy also addresses
the avoidance of conflicts of interest and implemented thecompany’s whistleblowing system (Whistleblowing Hotline), which –again due to the decentralized structure of Constantia Flexibles – isoutsourced at a Vienna based law firm. The policy also provides foran approval procedure regarding the giving/accepting of gifts orother benefits by Constantia Flexibles’ employees and to dosponsoring.
Through the Anti-Corruption and Compliance Policy a Third-Party
Due Diligence Procedure is introduced according to which, all new
business partners of Constantia Flexibles (inter alia customers,
suppliers, agents, consultant, M&A targets, etc.), need to go
through a mandatory third-party due diligence process in order tohelp mitigate Constantia Flexibles corruption risk exposure.
Antitrust Policy

Constantia Flexibles fully recognizes the principle of free and faircompetition and commits itself to comply with all relevant antitrust
provisions applicable in the jurisdictions the group is active in. This
commitment is also expected from the group’s business partners.
Constantia Flexibles pursues a zero-tolerance policy with respect toanti-competitive practices. Therefore the Compliance department
drafted and released the Constantia Flexibles Antitrust Policy,
which shall ensure compliance with the relevant competition law
provisions. The policy sets out the rules of conduct applicable tothe first and second pillar of competition law (prohibition of cartels
and abuse of dominant position) as well as the legal consequences
if said rules are broken. The policy also provides for a Guidance
Paper for “Dawn Raids” by competition authorities.

The Constantia Flexibles Deterrent Sanctions Policy provides aframework for sanctions applicable to all employees of thecompany – no matter their status or job title – should they violate
the Constantia Flexibles’ policies and procedures.
According to this policy, non-compliance with the abovementioned
can result in disciplinary consequences for the violating employee,such as: additional mandatory compliance trainings;
 formal warning; four-eye meeting/personal discussions with the CEO; terminationofemployment/inseverecases

immediate

dismissal;

 possible revocation of bonus payments.
Sanctions and Trade Controls Compliance Policy

This policy provides for the principle that Constantia Flexibles will
not sell any goods or services directly or indirectly through sales
agents, distributors or other third parties, to sanctioned persons,entities, countries, or otherwise engage in business activities thatwould be prohibited under European Union or United States
sanctions. It is Constantia Flexibles’ policy to end any business
relationships which would be prohibited under applicablesanctions.
This policy further states that it is the responsibility of each
employee of Constantia Flexibles to understand and follow the
principles of this policy – a due diligence procedure however was
not established by this policy.
Gifts and Benefits Register Procedure

This procedure sets out the process to be followed across all
Constantia Flexibles operations for the registration and approval of
all gifts and hospitalities (including business meals) that are offeredor received by Constantia Flexibles employees, management
personnel, representatives or other associated persons. It will
ensure transparency and provide assurance that any gifts,
donations and hospitality offered or received are reasonable, do
not improperly influence a business outcome, or otherwise result in
an improper advantage in order that the requirements set out in
Constantia Flexibles Code of Conduct and Anti-Corruption andCompliance Policy are met.

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Online trainings

For the employee ethics and compliance training, Constantia
Flexibles decided to do this mainly online, via an external
compliance training provider. The in-person training of 150 top
employees is completed once a year at Constantia Flexibles’ Sales
Conference.
The current Constantia Flexibles training schedule provides thefollowing trainings:

 Code of Conduct online training for all employees with e-mailaddresses once a year (content of the trainings changes, focusof the training varies each time);

 special anti-bribery online training once a year for all employees
in exposed positions such as Sales, Procurement, M&A and
Executive Management (content of the trainings changes, focusof the training varies each time);

 special anti-trust online training once a year for all employees in
exposed positions such as Sales, Procurement, M&A and
Executive Management (content of the trainings changes, focusof the training varies each time);

 face to face trainings for management personnel once a year; in cooperation with the HR department, general compliancetrainings (face to face) in the course of the Constantia Flexibles
welcome workshop twice a year; face to face trainings at the plants via Heads of Finance, where
online training is not possible due to lack of computer/internet
access (e.g. Vietnam, India, etc.); newemployees of Constantia Flexibles are trained inaccordance with their position, within only a few months after
their employment start.

The topics and associated commitments and actions in this section
are supporting the following UN Sustainable Development Goal:

4.2.2.7 Duty of care – Vigilance plan
4.2.2.7.1 Risk mapping
In line with the requirements of the French law n° 2017-399 on
March 27, 2017, Constantia Flexibles group has included in its
vigilance approach the risks of serious violations with regard to thefollowing topics:

 human rights and fundamental freedoms;
 harm to the health and safety of people (covering Constantia
Flexibles’ personnel and end-consumers);

 harm to the environment.
In order to perform proper risk-assessments on these topics a
specific workgroup was established consisting of representatives
from the following departments on group level of Constantia
Flexibles: Human Resources, Sustainability, HSSE (Health, Safety,
Security & Environment) and Procurement. This team got
supported as well by group Controlling and the compliance officerof Constantia Flexibles group.
Beside the fact that Constantia Flexibles performs twice a year a risk
run to identify new risks as well as to review listed risks andopportunities with a bottom-up approach (from the operating
plants to the group level), the risk map for this vigilance plan isbased on the risks inherent to the manufacturing of flexible
packaging sector.
Risks related to Constantia Flexibles’ own operations

The detailed identification, analysis and assessment of risks wasbuilt up on the related countries where Constantia Flexibles
operates its own production facilities. These countries are related
to the region “EU-countries”, where 18 of all Constantia Flexibles’
production-units are located whereas the group operates another19 plants in countries outside the European Union like RussianFederation (2), Vietnam (1), India (11), South Africa (3), the UnitedStates (1) and Mexico (1) (the risk rating for each country comesfrom the databases of organizations such as ILO, etc.).
Risks to the health and safety of individuals (employees
and sub-contractors on site, consumers, residents)

Constantia Flexibles understands the health and safety of people,
who work with and for it, as well as the protection of its
end-consumers’ health and safety as an essential and integrated
part of its daily business and success. Therefore, the risks of“occupational injuries and fatalities”, “occupational toxics andhazards” were aggregated to the same level like the potential of“industrial (major) accidents” for all locations.
Moreover, Constantia Flexibles ensures the provision of flexible
packaging according customers’ specifications and regulatory
requirements from the food- and pharmaceutical sector. This
aspect in terms of “consumer health and safety” was recognized
and mapped as an opportunity (competitive advantage) for which arange of counter measures is already effectively implemented byConstantia Flexibles. Additional business opportunities forConstantia Flexibles are long-term trends like urbanization,

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emerging middle class, demand for products that are not harmful
to health, premium products and sustainability.
Risks related to the environment

Constantia Flexibles identified the risk of “Climate Change” and“Air pollution” as main risks, beside dealing with the topics andrelated risks of other environmental issues.
Direct and indirect Greenhouse Gas (GHG) emissions are
generated by production processes consuming electricity, gas,fuels, steam and hot water, as well as by upstream and downstream
value chain activities, such as purchased goods and services andfuel- and energy-related activities.
Among other tasks relating to corporate sustainability, Constantia
Flexibles collects and monitors key data on its internal performancethroughout the group. Constantia Flexibles accounts the corporate
Scope 1 and 2 emissions with a professional software tool which
supports the data collection and emission calculation. The
application of this software tool ensures structured and transparent
data collection for all of the group’s production sites located incountries around the world. Constantia Flexibles measures andreports the emissions according to the internationally recognizedGreenhouse Gas Protocol and is verified by an external consultant
for its Scope 1, Scope 2 and Scope 3 calculation methodology. To
promote opportunities for reduction of emissions, Constantia
Flexibles has set group-wide Greenhouse Gas (GHG) emission
reduction goals, see section 4.2.2.7.2 “Regular assessment
procedures and mitigation measures”.
Constantia Flexibles is aware of the risk of air pollution and theimpact of VOC emissions on the environment. These emissions are
originated in plants from the usage of solvents. In this context, thecompany has installed Regenerative Thermal Oxidizers (RTO) in
several plants and aims to decrease the overall solvent
consumption, see section 4.2.2.7.2 “Regular assessment
procedures and mitigation measures”.
During the risk-assessment to fulfill the requirements for the duty ofcare framework it was as well identified that the potential risk
categories of raw materials/resource depletion, water scarcity andland/ecosystem/biodiversity destruction can be considered as verylow.

4

Risks related to human rights and fundamental freedoms

Constantia Flexibles, being a manufacturer of flexible packaging by
operating in 19 countries worldwide, clearly commits to thecompliance with internationally recognized human rights.
Constantia Flexibles assessed the related residual risks in thefollowing categories:

 non respect of freedom of association and collective bargaining(incl. the right to join and form unions and to strike); non respect of international labor standards on migrant workers;and non respect of data privacy.
These topics were clearly identified as a priority due to thecompany’s multi-country business. Following the group’s
organization, countries at risk on the above risks are mainly all
beyond the borders of the European Union.
Constantia Flexibles recognizes and respects its employees’ right tofreedom of assembly, as well as their right to elect theirrepresentatives freely and independently.
Furthermore, Constantia Flexibles has a zero-tolerance approach tomodern slavery which includes various forms like slavery, servitude,
forced and compulsory labor and human trafficking, all of which are
identified to deprive a person’s liberty by another in order toexploit them for personal or commercial gain.
Due to this specific risk in several countries, the group is committed
to acting ethically and with integrity in all its business dealings andrelationships by implementing and enforcing effective systems andcontrols to eliminate potential breaches in its supply chain.
Constantia Flexibles complies with the rules established by theUnited Nations on human and children’s rights as well as commits
to offering working conditions that are free of any form ofharassment and bullying. No form of violence or harassment, istolerated.
Risks related to Constantia Flexibles’ purchasing

Constantia Flexibles conducted the identification of risks related to
its tier 1 suppliers for the scope of purchase categories in several
stages.
The first stage involved collecting and centralizing key data for eachmajor category of purchases made by group Procurement. The
mapping includes the four major categories of procuring goods
within Constantia Flexibles, which are “Aluminum”, “Film”,“Chemicals” and “Paper”. Each category represents the amount ofgoods bought as a share of spending, namely aluminum (about
1/3), films (about 1/3), chemicals (about 1/5) and paper (less than
10%).

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The second stage of the mapping process involved ranking the
CSR risks – split again into main parts named “Human rights andfundamental freedoms”, “Health and safety” and “Environment” –and linking and assessing the respective risk to each of thecountries from where the suppliers produce the required goods
and raw materials.
For this assessment, several internationally recognized andindependent data-sources were used like Human Rights Watch(www.hrw.org), the International Labor Organization (www.ilo.org),
the Environmental Performance Index provided by thecollaboration
of
Yale
and
Columbia
University(https://epi.yale.edu).
Steered by group Procurement, Constantia Flexibles monitors themain suppliers of raw materials on their extra-financial performanceby standardized forms. As part of supplier-selection aself-evaluation form to be filled by the potential supplier addresses
core topics related to environmental, social and ethical risks that
may arise from their manufacturing and is based on the Code of
Conduct of Constantia Flexibles. Further supplier audits performedby Constantia Flexibles at the supplier production facility follow astandardized set of questions to ensure the adherence to therequired standard.

4.2.2.7.2 Regular assessment procedures
and mitigation measures
Risks related to Constantia Flexibles’ own operations

Constantia Flexibles implemented group wide its Risk andOpportunity Framework with the related policy and setup in 2017.
This framework with a bottom-up approach ensures the consistentreporting of risks and opportunities from the plant-level (including
each manufacturing unit) by using a group-wide standardized risk
catalogue. On group level, the data of the assessed risks arecompiled twice a year to the group Risk Map by the group Risk
Controller.
Then the process requires that the reported data needs to bereviewed by the respective group functions, prior to theirintegration in the group Risk Map.
Therefore, this process considers certain risks which need to be
dealt
with
by
the
group's
Human
Resources,
Sustainability/Environment and Health and Safety departments.
Core business-risks from all operating sites (plants) globally will
also be collected, assessed and reviewed.
The analysis of those risks considers appropriate mitigation
measures and their potential effects at current stage andsubsequently describe the level of residual risk.
Constantia Flexibles creates ownership by naming risk-owners,
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specified mitigation actions. This includes respective risk-ownershipon group as well as on plant-level.
Constantia Flexibles holds a “Risk Committee” meeting and also a“Safety Committee meeting”. The “Audit Committee” (meeting aspart of the Supervisory Board), examines all the aspects of internal
audit covering financial processes, statutory audits, etc. The social
risks or degradation of human rights (working hours, data privacy,
labor conditions, etc.), health and safety (accident reports,
sick-leave/workers
compensation),environment(wastemanagement, potential areas of pollution, etc.) are also handled by
the Audit Committee. Constantia Flexibles experts from othergroup functions are consulted each time, as necessary.
Risks to the health and safety of individuals(employees and sub-contractors on site, consumers, residents)

Constantia Flexibles puts safety as first priority especially at the
manufacturing sites, where people who work for and with
Constantia Flexibles are exposed to the hazards attached to its
operations. Therefore, with regard to the protection of individuals
Constantia Flexibles does not distinguish prevention and rules forworkplace safety into the people’s contracts (employees, leased
personnel/temporary workers, contractors). Moreover, the constantdevelopment of creating and maintaining safe and sustainable
working conditions are supported by: group standards like group HSSE Policy and underlying HSSE
standards applicable for all subsidiaries;

 group reporting process for accidents including standardized
templates; defined Group Terms & Definitions which underpin the need ofcommon understanding and set of performance-figures
throughout all countries where Constantia Flexibles operates,
regardless of the individual or national requirements;

 minimum

set of HSSE-related topics integrated into
site-visits/audits performed by HSSE and group Internal Audit.

For all Constantia Flexibles group standards set as group-wide
procedures an internal document control system provides the latest
version on the Constantia Flexibles Intranet pages. Beside this database, ongoing trainings have to be attended online by all
management functions about core business policies, for example
the Code of Conduct.
Further group departments such as Operations Development as
part of the Global Operations-department ensure the constant
implementation of technical improvements considering technicalsafety beside efficiency and operational excellence (for example, inthe field of fire protection).

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Risks related to the environment

Constantia Flexibles has a comprehensive sustainability policy inplace, which includes an annex that details actions and measures
implemented to work on the company’s commitments and coretargets. Furthermore, the Code of Conduct and Supplier Code of
Conduct include clauses on environment and responsible sourcing,reflecting and outlining the importance of sustainability in thecompany’s written principles to internal and external stakeholders.
To promote opportunities for a reduction of emissions, Constantia
Flexibles has set a company-wide spanning goal of a 40% reduction
in Greenhouse Gas (GHG) emissions by 2023 (Scope 1 and 2
emissions per square meter produced, setting 2005 as referenceyear). Furthermore, in 2017 Constantia Flexibles developed agroup-wide absolute emissions reduction target, which wasapproved by the Science Based Targets initiative in 2018.
Constantia Flexibles commits to reduce absolute Scope 1, 2 and3 Greenhouse Gas (GHG) emissions 24% by 2030 and 49% by 2050
from a 2015 reference year.
As more than half of the Scope 1 and 2 emissions are occurring as aresult of electricity consumption (Scope 2), Constantia Flexibles is inclose contact with its electricity suppliers with the aim to increase
the share of purchased electricity coming from renewable
resources. To mitigate the risk of Air Pollution, Constantia Flexibles
has installed Regenerative Thermal Oxidizers (RTO) in several
plants, consequently reducing the VOC emissions. Moreover,Constantia Flexibles also aims to decrease the overall solvent
consumption in several plants by investing in new solvent-free
printing technologies.
In addition to the assessment of direct and indirect emissions
occurring due to the activities of the Constantia Flexibles group, theindirect emissions caused by processes up and downstream of the
supply chain (Scope 3 emissions) are evaluated. Purchased goods
used to manufacture Constantia Flexibles’ products represent themost important element of Scope 3 emissions of the company.
Constantia Flexibles therefore sees collaboration throughout thevalue chain (i.e. in order to implement responsible sourcing
certifications) as an important component of a comprehensive
approach to sustainability.
Constantia Flexibles is thus a founding member of initiatives suchas the “Aluminium Stewardship Initiative” (ASI), which works
towards responsible production, sourcing and stewardship ofaluminum, following a comprehensive value chain approach.
Constantia Teich, as the biggest production plant within the groupand located in Austria, has become the first aluminum foil roller andpackaging converter and the first European company to becertified according to ASI’s Performance Standard forenvironmental, social and governance performance. In addition,
Constantia Teich received the ASI Chain of Custody Certification in

42020. ASI Certification of the Constantia Teich facility signifies that
Constantia Flexibles’ practices meet the industry’s highest
standards.
Constantia Flexibles is also a founding member of Ceflex (ACircular Economy for Flexible Packaging). As part of this project,
Constantia Flexibles intensively works on further enhancing theperformance of flexible packaging in the circular economy. Ceflex
is the collaborative project of a European consortium of companies
and associations representing the entire value chain of flexible
packaging. Project goals set for 2020 and 2025 include thedevelopment of robust design guidelines for both flexible
packaging and the infrastructure to collect, sort and recycle them.
As an additional mitigation action, the group joined the New
Plastics Economy see section 4.2.2.6.1 - Circular Economy, an
ambitious initiative led by the Ellen MacArthur Foundation, whichbrings together key stakeholders to rethink and redesign the futureof plastics. Constantia Flexibles is an active member participating inseveral pioneer projects, which gives the opportunity to accelerate
the fulfillment of market and customer needs.
Risks related to human rights and fundamental freedoms

The biggest part of risk categories relates to this chapter and could
impact people working with and for Constantia Flexibles at allorganizational levels and in the manufacturing sites in all countries
where the group operates.
The sub-categories for which the country-related risks wereassessed are built up as follows:1

forced labor;

2

child labor;

3

non respect of freedom of association and collective
bargaining (incl. the right to join and form unions and to strike);4

non equal opportunities and discrimination;5

non respect of indigenous population rights;

6

non respect of international labor standards on migrant
workers;7

risk of withholding identification documents;

8

non respect of data privacy;

9

excessive working hours;

10 unfair wages;
11 inadequate social benefits and social security;
12 harassment and abuse/disciplinary practices.

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Wendel’s subsidiaries, reviewed by an independent third-party bodyDue to established regulations and deployed standards, allcountries belonging to the European Union could be rated lesshigh for their inherent risks of above stated topics.
The final assessment then reflecting the analysis at the company
level resulted in a higher risk in categories 3, 6 and 8 compared to
the risks listed above.
Nevertheless, Constantia Flexibles implemented group-wide
internal standards and built up specific reporting lines of key
performance indicators, which are compiled at group level.
As one of the key documents, the Code of Conduct covers most of
the topics within the whole group. However, during theassessments performed for the duty of care framework, potential
further improvements were identified with regard to the minimum
standards about excessive working hours, and unequal salaries.
Risks related to Constantia Flexibles’ purchasing

For fulfilling the duty of care requirements and for describing theseveral kinds of assessment procedures, Constantia Flexibles
identified following implemented fields of activities andprocedures. All purchase categories were summarized to beclassified commonly as “industrial manufacturing” (B2B only):

Covering as well the French law “Sapin 2” on corruption andanti-bribery aspects, Constantia Flexibles provides a description ofthis whistleblowing system made available through the intranet. Via
the “Ethical Sourcing Policy”, which is available on the corporatewebsite and contains contact details for whistleblowing, Constantia
Flexibles ensures this information is available to external
stakeholders.

4.2.2.7.4 Monitoring system of implemented measuresand assessment of their effectivenessConstantia Flexibles implemented several systems andstandardized their monitoring throughout all operating facilities.
Trainings and awareness-raising campaigns were identified byConstantia Flexibles as useful tools. For example, with regard to the
document seen as a basement for the “duty of care” framework,
which is the Code of Conduct, Constantia Flexibles provides annual
web-based trainings about the requirements including a(anonymous) test which needs to be passed with at least 80%
correct answers to finish successfully the online-training session.
For ensuring the effectiveness of Constantia Flexibles duty of careframework, some group functions introduced specific measures:

 the potential risks related to “Human Rights and Fundamental

 group Procurement conducts supplier audits on site based on

freedoms”, “Health and Safety” as well as “Environment” areeffectively covered by the CSR-related purchasing charter
named “Supplier Code of Conduct”, for which Constantia
Flexibles requires all suppliers to adhere to in principle;

defined criteria and performs recurring internal risk assessmentson the defined purchase categories (aluminum, chemicals,
films), etc.;

 integration of mandatory minimum requirements of CSR terms
and conditions included in the contracts and purchase orders;furthermore, group Procurement performs supplier audits attheir production sites and request them to fill a self-assessment
form named “preaudit questionnaire”.

4.2.2.7.3 Alert mechanism
In the year 2008 Constantia Flexibles implemented a whistleblower
hotline. It is outsourced to a dedicated service provider which deals
as first point of contact for all incoming e-mails and calls. The law
service provider is held to strict confidentiality obligations and able
to answer in most languages spoken within the Constantia Flexibles
group and its affiliates worldwide. Every alert is then forwarded(depending on the whistleblower’s request) to Constantia Flexibles’
Compliance Team.
This system in place aims to encourage employees and leased
personnel/temporary workers to report any concerns regarding
unethical behavior or any human rights violations or environmental
damage.

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 the group Sustainability Team collects and monitors all key
environmental indicators for Constantia Flexibles and tracks theperformance throughout the group; the group wide consolidation platform used as databaseprovides and includes consistency checks and requests to
upload evidence documents for reported data from theoperating units;

 the group Human Resources department as well as otherdisciplines like HSSE benefit from the participation of several
operating units in Sedex, which is one of the world’s largest
collaborative platforms for sharing responsible sourcing data on
supply chains, used by more than 50,000 members in over
150 countries. Third-party auditing companies perform so-called
Smeta (Sedex Members Ethical Trade Audit) at the production
sites on behalf of Sedex, which are set up as four pillar audits
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Wendel’s subsidiaries, reviewed by an independent third-party body the group HSSE department implements group standards tofulfill the targeted management system based on the Constantia
Flexibles vision of ZERO LOSS – NO DAMAGE. Moreover, thegroup wide KPIs-set to be monitored on monthly basis include
as well the opportunity of sharing lessons learned via events(accidents like Lost Time Injuries (LTI)), detailed audits on siteand cross-checks with observations and findings identified by
the group Internal Audit department on site. This department
provides an internal self-assessment matrix which needs to be
filled by the operating units and performs frequent site visit aspart of the activities for ensuring internal compliance to thestandards of Constantia Flexibles, which is the Code of Conduct
and its elements considering human rights, health and safety
and environmental aspects.
Auditing against the required standards performed byindependent parties ensures for Constantia Flexibles to close thecycle and constantly learn. These audits performed for Sedex,
necessary for obtaining any certificate based on ISO standards orfor other customer-related packaging-requirements like BRC(British Retail Consortium) give Constantia Flexibles the opportunity
to continuously improve globally while ensuring the reliability of its
duty of care framework.

4.2.2.8 Reporting scope & methodology
The reporting scope considers all legal entities including
37 production sites in 16 countries and several office-based
locations (e.g. headquarters, sales offices, holding locations)worldwide which were part of the Constantia Flexibles group in
2021. In 2021, one new plant was acquired, Propak in Turkey, andone of the production sites of Constantia ColorCap in Poland wasclosed.
Correspondingly, all legal entities and office-locations of theConstantia Flexibles group were considered for the Human
Resources-related data and information, including Propak acquiredin 2021 in Turkey and Creative Polypack Limited Hyderabad in
India (for the year 2021).
For H&S-related reporting, major office locations like headquartersof Constantia Flexibles as well as all three offices of Constantia
Business Services (located in Austria, Germany and Poland) are fully
considered beside all production sites. The newly acquired plant
Propak is included in HSSE data as well.
For environmental KPI only plants that are part of the environmental
reporting for the full year are considered. This includes
35 production facilities in 16 countries (office locations are not4

considered). The newly acquired Propak and Hyderabad are
excluded from environmental KPI.
SocialEmployment

The employee hire rate is calculated by counting the number ofhires (headcount) during the reporting period, divided by the
number of employees (headcount) at the end of the reporting
period, multiplied by 100.
The employee turnover rate is calculated by counting employees(headcount) who left the group during the year in reference to thenumber of employees (headcount) employed at the end of theyear, multiplied by 100.
Trainees/interns/apprentices are now included in both hires andturnover calculations
Health and Safety

LTIFR is measured by calculating the number of Lost Time Injuries(LTI) resulting in at least one full day lost per 1 million hours worked(combined for group employees and leased personnel/temporary
workers).
Severity rate is calculated by dividing the total number of days lostby total effective hours worked for the same period and multipliedby 1,000.
Environment
EnergyThe following energy sources are included in the total energy
consumption: natural gas, LPG, diesel, heating oil, petrol, otherfuels, electricity, steam and hot water. Fossil fuel consumption isexpressed in MWh Lower Heating Value (LHV).
Scopes 1, 2 and 3

The CO2 emissions’ calculation is based on Scope 1, Scope 2 andScope 3 as defined by the Greenhouse Gas Protocol Initiative(Corporate Value Chain Accounting and Reporting Standard). The
standard provides requirements and guidance for companies andother organizations to prepare and publicly report a Greenhouse
Gas (GHG) -emissions inventory. Scope 1 emissions include directemissions by the company’s facilities and vehicles. Scope 2
emissions include all indirect emissions due to purchased
electricity, steam, heating and cooling for the company’s own use.
Constantia Flexibles’ Scope 3 emissions include indirect emissions
due to upstream purchased goods and services as well as fuel andenergy related activities. Purchased goods includes all raw
materials, the main materials are aluminum and plastic.

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VOC emissions

Waste generation and disposal methods

The evaluation of VOC emissions is based on the French Guided’élaboration d’un plan de gestion des solvants – Revision no. 1 andis calculated as follows:

The data on waste generation were defined according to GRI(Global Reporting Initiative) and collected in a mass unit: VOC

total emissions: I1 (solvents consumption) – O5
(eliminated/bound solvents) – O6 (solvents in collected waste) –O7 (solvents in products sold) – O8 (recovered and soldsolvents).

 hazardous waste, as defined by national legislation at the pointof generation;

 non-hazardous waste: all other forms of solid or liquid waste thatare not considered as hazardous waste by national legislation atpoint of generation. Wastewater discharged into sewers is notincluded; waste sent to recovery: waste which was handed over to an
external contractor who has ensured that the waste wasrecycled, composted or incinerated with energy recovery.
Recyclability of product portfolio

Recyclability of product portfolio is calculated using the following
formula: Recyclability of product portfolio (%) = Recyclable output[m2]/sold output [m2].

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4.2.3.1 Company presentation
The Crisis Prevention Institute (CPI) is the world’s leading training
provider in crisis prevention and aggressive behavior management.
The company teaches non-violent verbal intervention and bodylanguage techniques to anticipate and respond to hostile behavior
in an effective and safe manner. Included within CPI’s philosophy ofCare, Welfare, Safety, and Security is CPI’s societal responsibility tobetter integrate the dimensions of equity, health and safety,
eco-management, environmental protection and social impact into
its activities. Since CPI was founded in 1980, the company has
played an increasingly active role in advocating for underserved
populations and drastically reducing workplace violence.

For the first time in 2021, under Wendel’s impetus, CPI
implemented an ESG strategy with indicators. This value-added
strategy allows CPI to remain at the forefront of the industry.
CPI's ESG mission, carried out in 2022, is: “Making CPI and its
customers more resilient given current societal challenges”. Today,
under Wendel’s guidance, CPI has been able to extend its
commitment beyond external impact (such as reducing restraints
and seclusions, reducing violence against women, minimizing theuse of psychotropic drugs, etc.). The company now has an internalsocial responsibility policy minimizing its carbon footprint,
improving equity throughout its staff, and formalizing strictbusiness ethics. The Institute discloses progress updates at eachManagement Meeting.

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Wendel’s subsidiaries, reviewed by an independent third-party bodyO P E R AT I O N A L
GOVERNANCE

SHAREHOLDER GOVERNANCE
SHAREHOLDERS - WENDEL 96,6%,
CPI MANAGEMENT (2.2%), CPI LENDERS (1.2%)

EXECUTIVE LEADERSHIPTEAMBOARD OF DIRECTORS

25 %

4

membersof independent

25 %

9

members

of women

55 %of women

2021 REVENUE$104.3 m

H U M A N C A P I TA L

311

VISION

Empowering
professionals
to improve their careand service to theindividuals they serve.

INTELLECTUALC A P I TA L

11

EMPLOYEESNationalities

Distribution• 73% in US• 57% female• 22% in Europe• 43% male

• Creator and ownerof the “Blue Card”
Certiﬁcation (industry
global standard)• eLearning Learning
Management Solution(CPI Honeybee)• 5% in Australia

MISSION

We teach the worldthat by combining theright skills with dignity
and respect, you create
wellbeing throughout
the workplace andbeyond.

SPECIALIZEDTRAINING
PROGRAMSOWNED BY CPI*

* All CPI programs.

PROCUREMENT
Main purchases• Training event venues• Software, cloud storage• Workbooks and delivery
services• Other products andservices

6 main suppliers,
mostly Americanand UK

VALUES

Every person possesses
an intrinsic dignity anddeserves the best carepossible.

SITES

3

We fulﬁll our promise
to customers
by providing premium
services and value
at each customer
interaction.

ofﬁce sites
in the US (HQ in
Milwaukee, IT ofﬁce
in Gurnee IL, DCS
division ofﬁce inCharlotte NC)

1warehouse in the US(Milwaukee)

T R A I N I N G C A PAC I T Y
AND MAJOR END
MARKETS1
3

HQ site in Australia(Sydney)

CPI’s Global Professionals
Instructors have trained
100,000+ Certiﬁed
Instructors (teachers, nurses),
over the past 40 years,
on the following topics:

ofﬁces in the UK(Sale, Newcastle underLyme, Kings Langley)

Growth is in our DNA.

SERVICES & CUSTOMERSREVENUE BREAKDOWN• Diversiﬁed set of customers world-wide (nurses ofﬁces,
schools, hospitals, nursing homes, retailers, etc.)

Revenue breakdown by location:• Certiﬁed Instructors train c. 1.2m Learners (co-workersof the Certiﬁed Instructor) per annum• Over 15m professionals trained over the past 40 years

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• 80% in the US• 8% in Canada• 9% in the UK/Europe• 3% in Australia/NZ/AsiaC?=,49,9.4,791:=8,?4:9
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4

C E R T I F I C AT I O N S/ MANAGEMENT SYSTEMS• IACET certiﬁcation in North
America (grants CEU credits
to customers)• BILD / RRN in the UK(authorization to train
professionals who work withpeople with neurodegenerative
diseases and physicaldisabilities)• In 2021, 84% of staff trained is conﬁdent
in addressing crisis moments, leading
to reduction of conﬂict and violencein the workplace

Partnerships with
• Leading medical companies• Schools, training centers• In 2019, 50% reduction in useof seclusions in 2/3 of schools• ISA Association of Learning
Providers (US)• In 2019, over 20% reduction in workers’
compensation claims in pluralityof customers• RRN Restraint Reduction
Network (UK)
• Advocacy networks (Alzheimer’s
Association, Autism Speaks)• Extensive governmental
approvals to grant physicalintervention training
CLIENTS &CONSUMERS

R&D

SECTORIALPA R T N E R S H I P S• Dedicated team in US and UK
with 4 program introductions
annuallyO P E R AT I O N A L
EXCELLENCE

Value
creation for
all External
Stakeholders• eLearning development
capability, launching
6 programs annually• Leading world
authority, ~40 years
reputation• Non-violent crisis
intervention (NCI)
in the Health and Education
sectors• Dementia Care Specialist
training (DCS) in the longterm care and assisted living
marketplaces• “Blue Card”
certiﬁcation (industry
gold standard)• Favourable
regulations in all
50 states with 22
regulations passed
between 2015
and 2020

PEOPLE& LOCALI M PA C T

SOURCING& SUPPLIERS

Main suppliers are local Americanand UK suppliers with demonstrated
excellence in cyber security
and environmental standards• Yearly training scholarships to non-proﬁts• Six charity challenges each year, sourced
by employees and partially funded by CPI

Revenue breakdown
by end market:
Objective• c. 45% in Education• c.35% in Healthcare/Mental
Health• c. 20% in Social Services,
Retail, Security & Law
Enforcement

E N V I R O N M E N TA LPERFORMANCE• Acceleration of eLearningand digital booklets

Year on year increase
in eLearning revenue• 2019: +32%
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4.2.3.2 Overview of main risks
In 2021, CPI continued to formalize its ESG risk mitigation policy related to its activity, to define priority themes and to implement
measurement indicators. In 2021, CPI focused on ethics and cybersecurity with dedicated training as well as on the company's resilience in acontext of health crisis. This was a cross-functional effort including CPI’s international division, Corporate Human Resources, Operations,
Legal, and Finance.
The risks in the following sections reflect those that contain the greatest potential impact to CPI’s activity and brand reputation.

Topic & Risk

HEALTH& SAFETYSOCIAL

Health andsafety of
employees

Training

Risk description

Mitigation actions

KPIs

Paragraph

Remote working could increase
the risk of employee burnouts
and stress.

 Health and incident

Hours of absenteeism

4.2.3.4.2

As a professional services firm CPI’s
quality relies on the internal staff.
The impacts of poorly trained staff
would be:
 Poor Certified Instructor (CI)and Learner training quality;
 Pricing degradation due to lost
premium positioning; Cybersecurity risk if staff are nottrained in best practices.

monitoring CPI Employee
handbook sign-off
by all employees

Long Term Injuries
frequency rate (LTIFR)
Health and safety Incidents

 Comprehensive training Total number ofprogram for all staff
employees passing
mandatory training Attendance tracking
in all mandatory training Number of hours of
mandatory training
Number of Cyber
Incidents

 Yearly updates (withDiscrimination One of CPIs core values is
Breakdown of staff byand equal
the respect for individual dignity.
acknowledgment bygender (Group scope)treatment
The Company endeavors to cultivate
staff ) on the CPI
and job category
an employee work environment,
Employee handbook
Number of departures
free from discrimination and Compliance withinequity;non-compliance with
the US Equal
this principle would affect hiring
Employment
and brand positioning.
Opportunity
Potential impacts include:
Commission (EEOC)
for equivalent standards
 demotivation of employees;
outside the US job negative public relations;
postings (be theysourced internally or increased litigation.
externally)

Local
employment
anddevelopment

Negative public relations
and lack of diverse insights
The impacts would be: loss of hiring attractivenessloss of diversity of points of view;;
 loss of opportunities fordevelopment of local
communities.

280  - Universal registration document 2021

 Ensure CPI office

100% of locations comply
locations are on bus
with commitment on
and train lines for aaccessibility with publicmaximum 30-minutetransportation
commute from eachmarginalized zip/postcode within a 10-mileradius and allow people
from all walks of life ,social and otherbackgrounds to workat CPI Maintain and promotephilanthropic
involvement

4.2.3.4.2

4.2.3.4.2

4.2.3.4.2

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Topic & Risk

ENVIRONMENTSOCIETALESGPERFORMANCEOF PRODUCTS
AND SERVICES

ClimatechangeRisk description

Mitigation actions

KPIs

Paragraph

Employee travel and energy
consumption generate carbon
emissions. CPI, as a responsible
company, must demonstrate that
it is making efforts to participate in
the fight against climate change.

 Carbon footprint

Total CO2 emissions
CO2 emissions per
employee
Number of flights
purchased

4.2.3.4.3

monitoring Mandatory remote

work day/week; Implementing virtual

training to reduce air
travel and hotel days
 Use LED light bulbs

Virtual training programs
launched% of CPI's m2 using LEDs

Raw material
consumption,
efficiency,
and supply

CPI’s produces 900,000 training
booklets each yearand 20,000 catalogs that are
direct mailed to customers.
The impacts would be: significant raw material
consumption;
 delivery/consumption/
shipping costs

Partnering with vendors to Catalog page count
minimize page count each reduction (compared toyear.
previous year).

Corruption& bribery

CPI performs little business where
corruption and bribery are possible;
CPI maintains audited approved
segregation of duties and opentransactions/contracting (via online
contracting and DocuSign).
The impact would be significant but
CPI considers this risk less likely.

Full training on
anti-bribery andcorruption (ABC).

ESG
performanceof products
and services

4

Variation of number of air
shipments (compared toprior year)

Number of CPI staff
trained and passed on
ABC

CPI’s CEO is responsible for the performance and definition of the
ESG strategy. The CPI’s Chief Financial Officer, General Counsel,
and Vice-President of Human Resources also contribute to theCompany's overall ESG performance through their respective
fields. This overall team is 50% female, 50% male.

4.2.3.4.4

Number of lawsuits against
CPI
Number of lost contracts
due to ethics

 Regulating authorities
Lack of competence in hostile
Total number of active
behavior management training
certifying the quality of Certified Instructors
can increase risk of injury of staff
training
or patient.
 Verification scheme to
The impact would be:
guarantee confidence intraining delivery for image and/or reputational issues
future Certified
if CPI cannot prove training was
Instructors
carried out as instructed;
 External potential exposure for involvement
acknowledgments ofin litigation.
CPI’s quality training

4.2.3.3 ESG governance4.2.3.4.3

4.2.3.4.2

CPI’s leaders have all signed the “CPI Leadership Pledge”, which
formalizes the Company’s behavioral standards of highest ethics,
equity, open and honest communications and service to all
stakeholders. This naturally fits with CPI’s ESG goals being
presented and discussed at each Executive Committee of theCompany.

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4.2.3.4 CPI’s ESG Strategy
4.2.3.4.1 Unveiling CPI’s ESG Roadmap
In 2021 and following its first reporting exercise, CPI has structured its first ESG Roadmap. This fulsome exercise is multi-year in form and will
include regular communications with CPI's suppliers, and customers, in line with the Company's mission to make customers’ workplaces
safer and more caring.
ESG priority

KPI

Mitigating and adapting
to climate change

CO2 footprint/employee

Limiting our resource consumption% increase in digital revenue(year on year)

Limiting our resource consumption% decrease in catalog page count

Limiting our resource consumption

Number of air shipments avoided(reduced express spend)

Nurturing a safe, diverse,
and fulfilling work environment% women as CPI executives
and Board directors

Nurturing a safe, diverse,
and fulfilling work environment% participation in CPI’s wellness
programNurturing a safe, diverse,
and fulfilling work environment

Lost Time Injuries frequency rate

Providing innovative training
solutions for safer societies

Number of Certified Instructors/
number of learners

2020

2021

2024 Objective

Not available

8teqCO2/employee

5teqCO2/employee

203%; Covid-19
impacted

141%; Covid-19
impacted

25% per year

Reference year

-5%-5% per year

14%; Covid-19
impacted

12.8%

5% per year

38%

46%

45%-50%Not available

Not available launched in 2022

100%

1.56

1.64

0

35,000/945,000

36,000/1,400,000

40,000/over 1,400,000

Providing innovative training
solutions for safer societies

Net Promoter Score (NPS)

Not available

70

50

Providing innovative training
solutions for safer societies% of Certified Instructors confident
in managing aggression

84%

84%

85%

Supporting our local communities

All offices within 6 milesof underprivileged areas

100%

100%

100%

Supporting our local communities

Number of volunteer hours
paid by CPI

Not available

Not available launched in 2022

800

Upholding highest standards
for data privacy

Number of GDPR breaches

0

0

0

Upholding highest standards
for data privacy% CPI staff with cyber security
training

98%

100%

100%

Strengthening business ethics% CPI staff with training in ethics

100%

100%

100%

Strengthening business ethics

Number of disputes due to ethicalviolations

0

0

0

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4.2.3.4.2 Social commitments
Developing a safe, diverse, and fulfilling work environment:
Promoting a diverse workforce

SOCIAL

Discriminationand equal treatment

 Local employment

and development

 Yearly updates and Breakdown of staff by
One of CPIs core values
is respect for individual
acknowledgment by staff
gender (Group scope)dignity. The Companyof the CPI Employee
and job category
strives to cultivate
handbook Number of departures
an employee work
 Compliance with the US
environment, free from
Equal Employment
discrimination and inequity;
Opportunity Commission
non-compliance with this(EEOC) for equivalentprinciple would affect hiring
standards outside the US
and brand positioning.
job postings (be they
Potential impacts include:
sourced internally or
externally) demotivationof employees negative public relations;
 increased litigation.
 100% of locations comply
Negative impacts would be:  Ensure CPI officelocations are on bus andwith commitment on
train lines for a maximum
accessibility with public
attractiveness;
30-minute commute fromtransportation
 loss of diversity of points
each marginalizedof view and loss of
zip/post code within aopportunity to develop
10-mile radius and allow
local communities.
people from all walksof life to work at CPI
 Maintain and promotephilanthropic involvement
 loss of hiring

As of December 2021, CPI counts a total of 311 employees. The Group has employees staff in six countries, with the following geographicalpresence:
Country

12/31/2021

12/31/2020

North America (US and Canada)

228

226

Rest of World (UK, France, Australia and New Zealand)

83

82

311

308

TOTAL

In 2021, CPI’s headcount is up slightly as the company pivots to more virtual training/skills development programs. CPI has also increased
the use of digital tools for its sales activity.
The number of hires and departures in 2021 is the following:
12/31/2021

12/31/2020

Hires

89

46

Departures

86

64

EMPLOYEE DEPARTURE RATE (IN ABSOLUTE VALUE)

28

20

CPI promotes a strong culture of diversity and fairness. Having
proven that a diverse workforce multiplies success, it is CPI’s
ongoing goal to promote and enrich this diversity among its
employees, its customers and within its local communities.

All CPI employees must adhere to the company’s diversity
commitment, including by signing the CPI Employee handbook.
This handbook reiterates CPI’s commitment to combating all formsof discrimination. The values embodied in the handbook arecommon to all the countries in which the Company operates. Only - Universal registration document 2021

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Wendel’s subsidiaries, reviewed by an independent third-party bodythe references to the applicable local and national law andregulations differ. In 2021, the handbook was updated. In the firstquarter of each year, all CPI employees must confirm online thatthey have read the new edition. In the US, CPI is in full compliancewith the Equal Employment Opportunity Commission (EEOC). CPI
also facilitates working condition requests/accommodations toensure consistent and fair treatment of all candidates andemployees, in accordance with the US law on people withdisabilities..

CPI encourages all genders to apply, and ensure short listed
interviews include a diverse slate of candidates.
At 12/31/2021, the company gender split was as follows:

Gender split

Male

FemaleAs of 12/31/2021

43%

57%

As of 12/31/2020

41%

59%

CPI is attentive to gender parity among CPI executives and Board directors. The feminization rate in these roles reaches 46% in 2021. CPI’s
objective is to maintain this rate between 45 and 50%.
CPI has a wide variety of job categories and associated income levels. This diversity is testament to the Company’s ability to provide
opportunities to people of all backgrounds and educational levels. The diversity of positions is balanced and breaks down as follows:

Professionals

Sales

Managers

Admin

Executives

As of 12/31/2021

39%

18%

22%

18%

3%

As of 12/31/2020

37%

20%

19%

17%

7%

To support its efforts in welcoming people from all social backgrounds and origins, without any form of discrimination, CPI also measures
the number of CVs addressed by underrepresented minorities in North American(1) operations, and the percentage of candidates
shortlisted. In 2021, the percentage of shortlisted candidates from underrepresented minorities was 69%.
Promoting health and safety at work

HEALTH& SAFETY

Health & safety Remote working could increaseof employees
the risk of employee burnouts
and stress.

 Health and safety

Hours of planned
incident monitoring
absenteeism
 CPI Employee handbook Long Term Injuries
sign-off by all employees frequency rate (LTIFR)

4.2.3.4.1

Health and safety incidents

The quality of the working environment for CPI employees is a toppriority. To deal with the various changes in the organization ofwork related to the pandemic, CPI arranged the widespreadroll-out of training for all employee categories in order to support
the introduction of 20% working from home for all employees in
2020, and continued this arrangement in 2021.
Because working from home may increase the risk of isolation
and/or stress, CPI’s value of health and safety also instituted
modules/meetings around remote working methods and(1) In compliance with applicable local laws and regulations (US).

284  - Universal registration document 2021

performance management, and virtual meeting best practices. As aresult of these initiatives, CPI recorded zero remote working
incidents in 2021.
Overall, CPI staff has managed to face the challenge of thepandemic well, with 100% of staff returning to offices by July 2021
on a four day in office/one day remote schedule. This resilience andflexibility have served CPI well given the volatility in community
shutdowns throughout 2021 due to Delta and Omicron strains.

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And thanks to its internal experience with the management of theCovid-19 crisis, CPI recognized that social distancing and mask
mandates could provoke violent and anxiety-provoking reactions.
For this reason the company has continued to develop training

4

module for businesses and organizations to train their employees
in defusing these crisis situations by teaching them to manage
conflicts related to wearing a mask and socially distancing
themselves.

Beyond the immediate management of the Covid-19 impacts on its staff’s well-being, CPI continues to closely monitor – in particularthrough the indicators below – the health and safety of its employees:
12/31/2021

12/31/2020

12/31/2019

Number of Health & Safety incidents (with or without time off)

3

5

8

Number of Lost Time Injuries

1

1

1

Long Term Injuries frequency rate

1.64

1.56

1.51

Severity rate

0.030

0.030

0.003

Moreover, the number of hours lost to planned absenteeism among CPI’s staff worldwide represents 22,809 hours, less than 5% of the total
number of hours worked for staff within that scope.
Providing innovative training solutions for safer societies
Ensuring the highest level of service quality

SOCIAL

Training

As a professional services firm, CPI’s quality
relies on its internal staff.
The impacts of poorly trained staff would be: poor CI and Learner training quality; pricing degradation due to lost premium
positioning; cybersecurity risk if staff are not trained in bestpractices.

 Comprehensive

Numberof cyberincidents

ESG
PERFORMANCEOF PRODUCTS
AND SERVICES

ESG
performanceof products
and services

Lack of competence in hostile behavior
management training can increase riskof injury of staff or patients
The impact would be: reputational and/or reliability issues if CPI isunable to prove that training was carried out
as instructed;
 potential exposure for involvement in litigation.

 Regulating authorities

Total number of active
Certified Instructors

CPI must provide approved, training programs to customers
around the world highly adapted to their expectations and needs.
Regulating authorities include ministries of Health, Education
departments in the countries where the company is located, andAuditors such as the Joint Commission (US), Australian Skills andQuality Authority (ASQA, Australia) and the Restraint Reduction
Network/BILD (UK). Additionally, given the pandemic, CPI had topivot quickly and ensure customers could receive certification
training remotely, and accordingly have them train their co-workers

training programfor all staff
 Attendance tracking
in all mandatory
training

certifying the qualityof training Verification scheme toguarantee confidencein training delivery
for future Certified
Instructors
 External
acknowledgments of
CPI’s quality training

4.2.3.4.1

remotely as well. Every Certified Instructor, when trained by CPI,
should be able to competently train their own staff on these criticalskills. To verify the quality of this transmission of skills, CPI has
undertaken the following actions:
1. comprehensive review and testing of Certified Instructor
candidates,
includingfrequent
physicalintervention
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2. open discussion about the risks related to the control ofescalating situations of violence, and organization of aquestion-and-answer session for trained staff.

CPI’s two core end markets, healthcare and education, are suffering
greatly from the effects of the pandemic. CPI increased
communications with these players throughout the year, with:This verification schema allows the Certified Instructors to gain
confidence in training others and provides a necessary knowledge
base for them to answer questions from their respective teams. Thisconfidence then translates into more effective trainers and ability to
be “active” trainers within the CPI ecosystem for a longer time.

 online training options to upgrade their certifications;

As a US leader in providing training, it is important that regulating
authorities perceive CPI as a premium provider. CPI continues toengage with the proper authorities to demonstrate the quality of its
training. In 2021, the Center for Medicare and Medicaid Services(CMS) in the United States again cited CPI’s training as an example
of best practices to manage crisis situations in the public hospitalsystem and prevent the risk of litigation. The US Department ofJustice (DoJ) has listed CPI among the best trainers in terms ofmanaging aggressive behavior for a school involved in a dispute.

 training strategies, plans and locations that comply with healthstandards, including the use of personal protective equipment
and the organization of exercises in compliance with physicaldistancing measures.
In addition, the CPI Human Resources teams formalized a training
plan incorporating modules on working from home, cybersecurity(see also section 4.2.3.4.3) and anti-corruption. This plan provides
for automated reporting and a catch-up process for unfulfilled tasks
or failures to pass the training provided. Maintaining the internal
training program in a virtual format allows each employee toremain up to date in the skills required to perform their activity.

CPI’s dedication to safe, accessible and tailored training delivered the following results in 2021:

Total number of active Certified Instructors (including newly certified above)
Total number of employees who passed mandated training
Number of hours incurred for mandated training
Number of cyber incidents

Creating positive impacts in the face of current societal challenges

It is critically important to CPI that customers can confidently
manage life’s daily crisis moments in their workplaces. All attendees
complete a satisfaction survey, which enables CPI to track therelevance, and impact, of the training for customers’ staff. The
Group also monitors the effectiveness and outcomes among theirclients, setting the following KPIs:

 CPI wishes that at least 80% of customers achieve positive
outcomes (such as control of the constraints encountered duringcrisis management) as a result of training – 89% achieve
outcomes ranging from moderate to highly positive about thistype of crisis;

 CPI wishes that at least 80% of customers are effective andreactive in deploying learned strategies and skills – 90% ratethemselves rate themselves as moderately to highly effective;

 CPI expects at least 80% of customers are confident inaddressing crisis moments in their workplace – 84% of(1) The 2020 data has been readjusted.

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12/31/2021

12/31/2020

12/31/2019

35,95435,03239,034

311

316

N/A

7,306

3,610

N/A

305

13

N/A

customers declare that they are confident in addressing thesecrisis moments.(1)To best manage the myriad of customer testimonials and outcome
tracking, CPI uses third party vendors to host this data and provide
statistically significant outcomes:

 Techvalidate.com: this repository, owned by SurveyMonkey,
queries CPI customers and works with them to develop
testimonies that can be reported, utilized in print, or eventhrough phone calls as reference checks. Hundreds oftestimonials have been generated over the past five years;

 Grandview Group: the metrics noted in the paragraph above
were derived from the quarterly survey of Certified Instructors.
Each quarter, Grandview will present a common question list to
hundreds of CPI’s CI’s to track their outcomes with regard topositive outcomes, effectiveness and self-confidence.

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Wendel’s subsidiaries, reviewed by an independent third-party bodyContributing to local communities

As an Institute, CPI seeks ways to positively contribute to allcommunities. This approach contributes to the company’s local
brand and aligns CPI’s actions with the guiding principles ofcreating more care, welfare, safety and security world-wide.
In order to be fully embedded in the communities where its offices
are located and welcome employees from all areas of that local
environment, CPI has taken the commitment to have 100% of its
offices located in areas accessible through public transportation.
100% of its offices are compliant with this commitment in 2021

4

Each year, the Judith Schubert scholarship is awarded in December
to a prospective organization that is unable to afford CPI training. In
2021, Burns Recovered (Missouri) received the award.This
organization offers support services for burn survivors throughcamping and retreat experiences. In France, CPI has provided free
training in defusing violent behavior to associations and community
organizations.
CPI will also be launching in 2022 a skills-based sponsorshipprogram open for all North-American employees, allowing
employees to donate their time at the service of charitable action in
their local community. CPI will be tracking the volunteer hours
worked by its staff.

4.2.3.4.3 Environmental commitments
Contributing to the climate change mitigation efforts
ENVIRONMENT

Climatechange Carbon footprint monitoring
Employee travel and energy
consumption generate carbon
 Mandatory remote work
emissions. CPI, as a responsible
day/week
company, must demonstrate that it Implementing virtual training
is making efforts to participate into reduce air travel and hotel
the fight against climate change
days Use LED light bulbs

CPI views a myriad of climate change policy responses andvoluntary approaches in the coming decade as essential. With
regards to climate change, CPI goals are the following: measure and minimize CPI’s carbon footprint;
 actively work with partners and customers to enlist their support
in responsible management principles; define, and track, business risks and opportunities if the averageworld temperature rises by 2 degrees Celsius by 2030.
CPI’s carbon footprint
CPI is aware of the climate emergency and the importance of therole of businesses coming together to mitigate greenhouse gas
emissions. CPI has incorporated the fight against climate change
into its ESG Roadmap. The Company has taken the initiative tomeasure and disclose its carbon footprint every year, in order to
identify the main sources of greenhouse gas emissions within its
activity and define appropriate initiatives to cut down carbon
emissions.

Total carbon footprint
Carbon footprint by employee
Number of flights purchased
Virtual training programs launched% m2 of CPI space using LED

The calculation methodology and reporting format presented
below follow the GHG Protocol. The emissions calculated include
all locations of the CPI Group (in the United States, Canada, theUnited Kingdom, Europe, Australia and New Zealand). Raw data
has been collected from January to September with estimates
added to cover the end of year period. The emission factors used
for carbon footprint calculation come from the Ademe Carbon
Base, national databases from organizations such as thedepartment for Environment, Food and Rural affairs (DEFRA), theGHG protocol as well as the emission information coming from
CPI’s main workbook supplier. All the data collected of the selected
items have been collected at worldwide level and have therefore acoverage rate of 100%.
The table below shows the results of the carbon footprint
calculations conducted over fiscal year 2021 emissions. Historical
data cannot be shown as this measurement exercise is conducted
for the first time.

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Emissions categories

tCO2e

Scope 10*

Scope 2

1,049

Scope 3

1,354

Intensity of 1,2 and 3 emissions, per employee (tCO2e/employee)*

8

Scope 1 is null as CPI does not have any direct consumption of fuel and data relating to any refrigerant gas leakages was not available.

Scope 3 are indirect emissions from sources not controlled by theCompany but arising from its activities. CPI's Scope 3 stands at
1,354 tCO2e and it includes upstream emission items anddownstream emission items. The upstream emission items are thepurchases of workbook & online storage, Group business travels,
employees’ commuting, leased building and the freight from the
suppliers to the warehouse. The downstream emission items are
the trainers’ business travels, the freight from the warehouse to theclients, the end of life of workbooks and the electricity usage foronline training.
In line with the GHG Protocol methodology, Scope 1+2 include
emissions related to energy consumption, refrigerant leaks and fuelconsumption. Scope 2 emissions correspond to CPI’s electricity
consumption which stands at 1,049 tCO2e.

Energy consumption represents 48% of CPI’s total carbon footprint,
the largest contributor in 2021. It should be noted that energy
consumption has been estimated on the basis of the surface area ofoffices and that the actual consumption is likely to be lower thanthe estimate thanks to the measures put in place, in particular LED
lighting. This consumption could be further reduced through the
installation of sensors where possible.
Travel currently constitutes 26% of CPI carbon emissions, as CPI
instructors travel mostly by plane. Employee commuting is also
covered in emissions related, as company employees come to theoffice using cars. This analysis shed light on potential areas for
improvement such as: optimizing trainers’ business travels by delivering as muchtraining in the same area;

 promoting more eco-friendly means of transport for employees

GHG emission, by category (% of total emissions)
23%

26%

Freight

Travels

2%
Purchases1%
Use of services

0%48%

Products endof lifeEnergyCPI’s carbon footprint is estimated at 2,403 tCO2e for 2021,
representing 8 tCO2e per employee. The main sources of carbon
emissions are energy consumption, travel and freight.

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(carpooling, biking, public transportation).
Moreover, the use of services only represents 1% of the total
carbon footprint of CPI, corresponding to approximately
72,000 hours of online trainings. Another approach to decreasing
the company’s carbon footprint would be to resort to online
trainings instead of a physical setting whenever applicable.
The second most-contributing item of CPI’s indirect emissions is thefreight of training material. Almost all the carbon emissions related
to logistics are linked to the transportation of workbooks from thewarehouses to the customers (downstream freight). Moreover, theproduction of workbooks represents over 90% of total emissions
related to purchasing, while cloud and online storage online
represent 9% of these emissions. Encouraging the download oftraining materials would therefore be an effective manner to reduce
Scope 3 emissions.

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Implementation of reducing measures: reducing energy consumption: CPI is committed to a process oflimiting energy consumption in order to reduce its
environmental impact. Therefore, the North-American offices
have set two initiatives with direct impact on energy
consumption and providing baseline measures for tracking in
future years:
use of LED (light-emitting diodes) lighting office-wide tominimize energy usage and provide lumen coverage. In 2021,
100% of the CPI head office (North America), i.e. a surface
area of approximately 5,400 m2 was compliant with thisenvironmental approach. This represents 87% of total officespace worldwide, travel: Given strategies initiated to minimize travel in 2021, CPI
began measuring the number of flights. During the year,
1,812 flights were purchased. This tracking phase will allow CPI
to determine a reduction strategy for the years to come; remote work: The remote work scheme put in place in 2020
(and continued in 2021) reduced the number of commute miles
by 20%, therefore decreasing emissions linked with employee
home-work commuting; developing digital training: In 2021, CPI launched two virtual
training programs (on autism and trauma), therefore reducing
emissions linked to participants commute; installation of auto “off” features in all overhead lighting (North

America).

Reducing energy consumption and raw material consumption

ENVIRONMENT

Raw material
consumption,
efficiency
and supply

CPI produces approximately
900,000 workbooks each yearand 20,000 catalogs that are
direct mailed to customers.
The impacts would be: significant raw material
consumption;
 delivery costs/consumption(routing via UPS).

CPI also developed new practices to reduce raw material
consumption used in the manufacture of its training materials,
which also indirectly impacts its carbon footprint. CPI has beenworking with all workbook and catalog vendors to ensure they
follow robust environmental management standards. In addition,
CPI has instituted internal practices that seek to address the level ofPartnering with vendors
to minimize page counteach year

Catalog page count reduction
Variation of number of air
shipments (compared
to previous year)

emissions indirectly caused by its learning materials production(transport) and therefore incentivizes the use of e-learning tominimize workbook use. The company attentively assesses catalog
pages to minimize page count. Thanks to this approach, the pagecount per catalog was reduced by 5% in 2021 compared to lastyear and the number of air shipments was reduced by almost 13%
12/31/2021

Page count per catalog
Number of air shipments (vs. previous year)

12/31/2020

15

16

2,508

2,877

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4.2.3.4.4 Governance commitments
Limiting bribery and anti-corruption
CPI is absolutely committed to adhering to the strictest ethical standards and avoiding potential bribery situations. For 25 years CPI has
maintained a global presence and ensured executives and trainers are capable of meeting their duties without being involved in bribery or
corruption. In 2020 CPI enveloped this corruption risk awareness training to its internal training program for employees.

SOCIETAL

Corruption &bribery

CPI performs little business in areas where
corruption and bribery are possible; CPI maintains
audited approved segregation of duties and opentransactions/contracting (via on-line contracting
and DocuSign).
The impact would be major but CPI considers
this risk unlikely.

Anti-bribery is at the heart of the mandatory training plandeveloped by both the Legal and HR teams. Thanks to the roll-outof the mandatory anti-corruption training 100% of all “at risk” teammembers are aware and trained. As a result of this training and thepolicies in place, CPI has not been party to a lawsuit and has not
lost a contract due to ethics. This training became mandatory in
2022 and will be conducted annually.

Full training on
anti-bribery andcorruption (ABC)

Number of CPI staff
trained and passed on
ABC
Number of lawsuits
against CPI
Number of lost contracts
due to ethics

Finally, to better serve customers, CPI remains extremely active withvarious governmental entities around the world to ensure
customers had access to training provided by the Company. This
included gaining status as an “Essential” provider in March 2020
and then leveraging that throughout 2021 in working with borderauthorities to ensure safe passage of CPI trainers to customers andgaining approval from local authorities to hold training in publicvenues for customers.

Digital data protection
As all CPI companies are exposed to cybersecurity risks, CPI has
dedicated one-third of its IT expenditure to addressing this risk.

4.2.3.5 Vigilance Plan

Additional information around pandemic resilience

Introduction

CPI employees are critical to the successful implementation of theCompany's mission. This is why the institute will continue to invest
to ensure safe, clean work environments to address their anxiety
and stress. In 2021, investments included: laptops, WiFi, and VPN access to enable CPI staff to work
“anywhere”;

 frequent CEO interactive broadcasts to provide transparency on
CPI’s response to the pandemic and answer any question
posed;

 increased cleaning frequency and deployed best practicesanitizing stations throughout offices; deployed personal protective equipment for all traveling staff aswell as enhanced testing; enhanced workstations with structural two-meter distancing,plexiglass, and 20% reduction in floor capacity density.

As required per the French Law No.2017-399 of March 27, 2017
relating to the duty of care, Crisis Prevention Institute (CPI) has
drawn up a Vigilance Plan. This first Vigilance Plan was validated in
2021 and will be updated every year by the CEO, the VP HR and
the Chief Compliance Officer, who meet on a quarterly basis.
This aims at reducing the risks relating to health and safety, theenvironment and human rights and fundamental freedom, within
the subsidiaries but also in the upstream and downstream supply
chain.
This plan covers a risk mapping, a description of the procedures toevaluate such risks, the actions to mitigate them and the alert
mechanism enabling employees and other stakeholders to raise aconcern. Also, this plan includes the monitoring of these actions. All
these elements are presented below.

Risk mapping
The following stakeholders have been integrated in the risk
mapping: Tier-1 suppliers, subsidiaries in United Kingdom andAustralia, employees, and clients.

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Wendel’s subsidiaries, reviewed by an independent third-party body

The risk mapping is conducted annually and consists in identifying
and ranking the main risks for each stakeholder. This evaluation isbased on criteria such as the geographical location of eachstakeholder, its industry, and its weight within CPI’s value chain.
International frameworks such as Global Risk Profile and SASB areused as a basis for the criteria evaluation.
The main risks identified within the subsidiaries are:

 the risk relating to the environment, such as the emissions ofgreenhouse gas emissions;

 the risk of insufficient health and safety of employees;
 the risk relating to the non-respect of human rights andprinciples of the International Labour Organization, and to
discrimination.
The main risks identified for the upstream supply chain are:

 the risk of insufficient health and safety and to non-respect ofhuman rights and principles of the International Labour
Organization, and to discrimination for the suppliers’
employees;

 the risk of lack of personal data security among online storage
suppliers;

 the risks relating to the environment, such as the raw material
consumption.
The main risks identified for the downstream supply chain are:

 the risk relating to the health and safety of people trained
directly by CPI.

Evaluation procedures
The risks within the subsidiaries are evaluated through: internal audit, conducted by Wendel Finance and Audit Team,on a yearly basis, on anti-bribery training, Code of Ethics
inclusion in acknowledged Employee handbooks, andwhistleblower practices, for all legal entities; internal evaluation questionnaire covering cybersecurity risks
which is completed at site level on a yearly basis.
The risks relating to the downstream supply chain are assessed
through surveys sent to the every participant who completes a CPI
training program. These surveys are administrated throughSurveyMonkey and the responses are reviewed by CPI every week.
Trainers have the opportunity to report any incident or risk relating
to the clients during meetings organized at regional level on a
weekly basis.
The implement of evaluation procedures for the Tier-1 suppliers
will be taken into consideration.

4

Actions to mitigate risks
To reduce the risks, CPI implemented the following procedures: integration of a Diversity and Anti-discrimination Policy and a
Safety in the Workplace Policy in the Employee handbook,which is signed by all employees at their arrival and which is
subject to an annual review of acknowledgment; addition of sustainability criteria in the tender documents for all
suppliers and for all entities of the Group. with the exception ofAustralia. This formalizes the sustainability standards required by
CPI for purchases in the US and the UK; Australian operations
will be covered as well in 2022 going forward.

 integration of risks relating to human rights and diversity, in all
subsidiaries;

 training on health and safety offered to key employees, in all
subsidiaries;

 certifications such as IACET, CQC, BILD/RNN, and ASQA,
obtained by CPI at country level. Each CPI entity has at least oneof the listed certifications. They cover issues relating to humanrights and health and safety.

Alert mechanisms
In 2020, CPI implemented a whistleblowing system enabling
employees and other individuals to anonymously report a concern
toareportingoffice,bysendinganemail
towhistleblower@crisisprevention.com. This aims at identifying
suspected illegal or unethical conduct or practices or violations of
CPI’s policies. This alert mechanism is referenced in the Employee
handbook and is available on the website of the company. The alert
is received and processed by the Chief Compliance Officer and, if
needed, by an external legal partner.
In 2021, the Group did not receive any alert through thewhistleblowing mechanism.

System to monitor implemented measures
The risk mapping and the implementation of the Vigilance Planrelies on the CEO, the Vice-President of Human Resources and theChief Compliance Officer who meet on a quarterly basis.
Key performance indicators (KPIs) are monitored internally andreported to the Audit Committee and/or to the Board on a yearlybasis, to evaluate efficiency of mitigating actions. The KPIs are thefollowing: 100% of entities covered by the internal audit over the year; 100% of sites covered by the internal evaluation questionnaire
over the year; 100% of employees that signed the Employee handbook at
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Wendel’s subsidiaries, reviewed by an independent third-party body 100% of tenders documents includes a sustainability criteria;

Indicators – methodological notes

 100% of CPI entities covered by at least one multi-year

Human resources data

certification (IACET, BILD/RNN, ASQA) at year-end;

 100% of “at risk” employees trained on anti-bribery andanti-corruption practices over the year.

4.2.3.6 Reporting methodology
Organizational scope
Unless otherwise stated, all data in this document is provided at theWorld scope (USA, Europe and Australia). Information is firstreported at country level before being consolidated.
Human resources and Health & Safety information is reported oninternally on monthly basis. Other types of information (operations,service quality) are reported on annually.
Historical data not available at the time of reporting is identified by
the mention N/A.

Data sources
All CPI data used in this document has been reported in a
dedicated ESG reporting tool (Reporting 21). Based on a reporting
protocol approved by the CEO in 2020, this reporting tool provides
a clear definition and/or calculation method for all indicators to becompleted, available for all contributors.
The source of the data reported within Reporting 21 varies,
depending on the type of indicators:

 human resources indicators: information is sourced from CPI’s
human resources information systems, whether internal orexternalized;

 health & safety indicators: information is sourced from CPI’s
human resources information systems, internal incident reports
or compensation reports, or tracked notifications to the Human
Resources Team; service & quality indicators: information is sourced from
customer surveys or CPI’s customer relationship management
database; operations

and environmental information are completed
directly in Reporting 21.

 CPI’s total headcount at year-end includes part-time workers
and temporary workers who are on the company payroll. The
headcount excludes temporary workers when paid by an
external agency, as well as interns.

 The

different headcount breakdowns (by gender, EEOC,
country, age) are presented in section 2.3.5.1.

 Hires: number of employees that joined CPI during the year,
reported in physical headcount. Interns are excluded.

 Voluntary departures cover resignations. Interns are excluded.
 Involuntary departures cover motives such as misconducts,
performance issues, reorganizations. Interns are excluded.

 Totaldepartures
departures.

cover

both

voluntary

andinvoluntary Mandated training covers all training organized by the HR, IT or
Legal departments, and role-based training. It excludes
onboarding trainings and mentoring. Training hours of
employees who left the companies but were trained during theperiod are included.

 The percentage of employee passing mandated training is
calculated using the following formula: Number of employees
passing mandated training/Number of employees at the end of
the year in physical headcount.

 Thehours incurred for mandated training/employee iscalculated using the following formula: Number of mandated
training hours/Average number of employees in physicalheadcount.

 % of women at the Board is calculated using the following
formula: Number of women at the Board at the end of thereporting period/Total number of members of the Board at theend of the reporting period.

 Underprivileged area refers to: in the US, a zip code that has a median income less than

$20,000 USD (e.g. 53205);
 in the UK, a post code (area of deprivation) that has medianless than 28,500 GBP (e.g., Wythenshawe Park);in Australia, a post code that has median less than
$45,200 AUD (2144 Auburn, NSW).

 The share of office located within a 10-mile radius of anunderprivileged area is calculated using the following formula:
Number of offices located within a 10-mile radius of anunderprivileged area and accessible by bus and train/Total
number of offices.

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Wendel’s subsidiaries, reviewed by an independent third-party body4 For North America, the total absenteeism hours consist of fixed The formula used to calculate the GHG emissions for Scope 1, 2

number of hours given to employees based on their years ofservice and include vacation and personal/sick time off. It
excludes bank holidays. For Europe and Australia, absenteeism
hours include sickness leaves only.

per FTE is the following: (GHG emissions Scope 1 + GHG
emissions Scope 2)/FTE at the end of the year.

 The formula used to calculate the theoretical hours worked isthe following: FTE at the end of the year* Number of working
days during the year * Number of hours contractually worked a
day by FTE.

 Hours of planned absenteeism per employee ratio is calculatedusing the following formula: Hours of absenteeism/Number of
employees at the end of the year in physical headcount.
Health & safety data Lost Time Injuries refer to injuries that led to lost working days.
The day where the injury happens is not counted but as soon as
one day is missed it is counted as an incident with Lost Time
Injury. This definition is applicable to permanent andnon-permanent employees and includes commuting accidents
when the transportation has been organized by the company.
This excludes injuries of temporary workers, contractors andsubcontractors, commuting accidents when the transportation is
not organized by the company This does not include either thenear accidents and work accidents without lost days, nor fatal
accidents. Relapses are counted as one accident.

 The formula used to calculate the Lost Time Injury frequency
rate is the following: 1,000,000*Number ofincidents/Total number of theoretical hours worked.

Lost-Time Health and safety incidents refer to the number of incidents.
 The formula used to calculate the severity rate is the following:
1,000* Number of Lost days by employees/Number of theoreticalhours worked by employees over the year.
Environmental data Scope 1 GHG emissions are defined as direct emissions from
CPI’s owned or controlled sources.

 Scope 2 GHG emissions covers indirect emissions from thegeneration of purchased electricity, steam, heating and cooling
consumed by CPI. Refrigerant fluids are excluded.

 Scope 3 GHG emissions includes the indirect emissions relating
to purchases (the production of workbooks, the online andcloud storage), assets (the leased buildings), freight (thetransport of the workbooks from the suppliers to the warehouseand from the warehouse to the customers), travels (the businesstravels of CPI employees, the employee commuting), use of
products and services (the end of life of workbooks and theenergy consumption linked to online trainings).

 The formula used to calculate the GHG emissions for Scope 3
per FTE is the following: GHG emissions Scope 3/FTE at the endof the year.

 The formula used to calculate the percentage of revenue fromdigital training is the following: revenue from digital training (inUSD)/Total revenue (in USD).

 The catalog page count intensity is based on information
provided by the external providers in charge of catalog
printing. The catalog page count reduction (compared toprevious year) is calculated using the following formula: (Total
number of catalog pages per catalog printed over the year –Total number of catalog pages per catalog printed over theprevious year)/Total number of catalog pages per catalog
printed over the previous year.

 The number of air shipments is provided by CPI’s warehousestaff who track conversion from air shipments to ground.
Additionally, CPI tracks cases where customers order online
training materials instead of hard copy workbooks. These cases
are reported monthly in the operations reports. The number of
air shipments avoided (compared to previous year) is calculatedusing the following formula: Total number of air shipments overthe previous year - Total number of air shipments over the year.

 The percentage of workspaces using LED lightening bulbs ismonitored by building owners and calculated using thefollowing formula: Square meters of office space converted to
LED lights/Total square meters of office space.
Societal

 Training on ethics consists of courses that provide employeeswith instructions on how to deal with ethical dilemmas when
they occur and improve their overall ethical conduct. The
formula used to calculate the percentage of CPI staff trained andpassed on ethics is the following: Number of employees trained
and passed on ethics/Total number of employees at year-end inphysical headcount.

 Lawsuit is defined as a claim or dispute brought to a law court
for adjudication.

 Lost contracts due to ethics are monitored through the software“Dynamics CRM”, recording reasons for lost contracts.

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Wendel’s subsidiaries, reviewed by an independent third-party body The cybersecurity training involves a base set of modules (Email
Security, Email Protection Tools, Ransomware and Spear
Phishing Threats) along with a set of monthly training modules
providing a spectrum of topics including but not limited to: workfrom home, phishing, business email compromise anddepartment-specific training. The formula used to calculate
the% of CPI staff trained on cybersecurity is the following:
Number of employees trained on cybersecurity/Total number of
employees at year-end in physical headcount.

 A cybersecurity or cyber incident is defined as a violation or
imminent threat of violation of computer security policies,
acceptable use policies, or standard security practices thatjeopardize the confidentiality, integrity, or availability of
information resources or operations. These incidents arereported and monitored by the Service Desk through alerts from
AMP antivirus and Proofpoint Targeted Attack Protection.
ESG performance of products and services

 Certified Instructors (CI) are individuals trained by CPI to train
and coach staff at their organizations to assess, manage, andsafely resolve instances of high-risk, disruptive, aggressive or
high-risk behavior in the workplace. A Certified Instructor
remains active if they attend required renewal programs, pay

annual membership fees, and train at least four times in any
24-month period.

 The Net Promoter Score® (NPS) is a tool which measures thecustomer experience. The data used for this report is the yearly
average NPS®. It is based on a satisfaction survey sent to every
participant who completes a CPI program. The survey iscurrently administered via SurveyMonkey. The questionnaire
includes the following question: “How likely is it that you would
recommend <program name> to a friend or colleague?”. At
year-end, the following indicators are consolidated for all
programs:
 response rate; recommendation rate.

 The share of Certified Instructors confident in managing
aggression refers to the number of Certified Instructors who
responded positively to the following question after a training:“Are you more confident in your abilities to manage crisis
moments?”, divided by the total number of Certified Instructors
surveyed. This is monitored through a survey carried out on
Techvalidate addressed to a sample of certified instructors.

 %?,37
4.2.4.1 Presentation of the company’s activity
Stahl is the world leader in sustainable coatings for a wide variety offlexible substrates. Its registered headquarters is in Europe (TheNetherlands). Stahl specializes in providing products and services
to manufacturers of leather, coated fabrics, textiles and othermaterials used in the automotive, garment, footwear, luxury bags
and home furnishing consumer segments. Stahl uses two primarybrands (Stahl and PielColor) to promote its products and services,and there are several product trademarks used in the portfolio e.g.:
PolyMatte®, Permacure®, Stahl NuVera®, Stahl Ympact®, Stahl
EasyWhite Tan®, Stahl BeTan®, Densodrin® Catalix®, DryFast, Stahl
EVO, Stahl Relca® Bio, PielColor Magic Line.
Stahl manufactures its portfolio of products either at its
manufacturing sites around the world or at outsourced locations via
service or supply agreements. Stahl’s suppliers are generally large
multinational chemical companies.
Stahl’s customers are manufacturers of flexible materials likeleather, coated fabrics, textiles and bio-substrates. The company
also supplies coatings and resins to shoe factories and paint &coatings manufacturers. Stahl’s customers range from large
corporations to medium and small sized operations. Smaller
customers are typically handled by Stahl’s significant network ofagents and distributors around the world.

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As of December 31, 2021, Stahl operated 11 manufacturing sites
and 37 application laboratories in 22 countries around the world,
employing 1,821 people. The countries where Stahl does mostbusiness are, in alphabetical order, Argentina, Bangladesh, Brazil,
China, Colombia, France, Germany, India, Indonesia, Italy, Japan,
Mexico, Netherlands, Pakistan, Singapore, Spain, Turkey and theUSA. As a supplier of chemical products and related services, Stahlconsiders the health and safety of its employees to be its primary
responsibility.
The Stahl ESG Roadmap to 2030 is a list of commitments andtargets for 2023 and 2030. It was introduced in 2020 and formallycommunicated to Stahl employees via a globally broadcast webinar
in 2021, with the CEO, Maarten Heijbroek, featured as a guest
speaker. The ESG team tracks progress on the ESG Roadmap to2030 with the Wendel ESG team, on a quarterly basis.
Stahl is aligned to the UN Global Compact, the world’s largest
corporate sustainability initiative, and reports on its guiding
principles annually since 2011. The 10 principles of the UN GC are
included in the Stahl Code of Conduct for business partners. With
this commitment, Stahl has confirmed the alignment of its strategy
and operations to the universal principles of human rights, laborrights, the environment and anti-corruption. Stahl also reports on its
progress with the 17 UN Sustainable Development Goals (SDGs) in
its annual ESG report and ESG roadmap with targets for 2023 and2030.

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Stahl’s key activities linked to the UN SDGs are as follows: SDG 7 and 13 – Affordable and Clean Energy and Climate
Action: Stahl’s CO2 emissions targets have been updated in its
published ESG Roadmap to 2030 and are aligned with the goal
to limit global temperature increase to 1.5 °C. In 2021 Stahl has
focused on actions for climate resilience, adaption andmitigation. The replacement of fossil fuel raw materials withrenewable carbon alternatives, as well as the use of energy
efficient technologies at its sites, is a focus for the company; SDG 3 – Good Health and Well-being: Stahl has committed toinitiatives that will eliminate restricted substances from the
supply chain, like the Zero Discharge of Hazardous Chemicals
program, of which the company is a member since 2016. In
2021, Stahl confirmed the highest (Level 3) ZDHC Gateway
compliance for 1,800 of its portfolio products;

 SDG 4 – Quality Education: Stahl Campus® was established topromote good practices throughout the supply chain (see thesection on Education & Training). Stahl also actively promotes
the safe handling of chemicals and conducts seminars andwebinars on ESG topics, targeting all stakeholders in the supply
chain;

4

 SDG 5 – Gender Equality: Stahl’s Diversity and Inclusion Policy
was communicated in 2018. In 2020 Stahl published its ESG
Roadmap to 2030, in which gender and diversity targets aredefined; SDG 6 – Clean Water and Sanitation: The company has
successfully introduced effluent-reducing technologies to thevalue chain, like Proviera® – Probiotics for Leather™, Stahl EVO
and Stahl BeTan as well as water-reducing technologies like
Easy White Tan®. The Public Private Partnerships launched in
Kanpur, India, and Ethiopia are driven by a strong desire to
reduce water pollution in the markets that the company serves; SDG 1 – No Poverty: In addition to local community philanthropy,
Stahl is involved in sustainable development projects. As an
example, a Public Private Partnership between Stahl and NGOs
Solidaridad and PUM was launched in 2017, in Kanpur, India.
The five-year project, which will conclude in 2022, has focusedon reducing water pollution and improving the lives of people
living and working in the Kanpur leather cluster, which isthreatened by environmental pollution;

 SDG 8 – Decent Work and Economic Growth: The Public Private
Partnership (PPP) in Kanpur, India, is one example of Stahl’scommitment to SDG 8. The (EU funded) PPP project for the
Ethiopian leather industry is another. Both are focused on
reducing pollution and directly linked to securing sustainableeconomic development; SDG 10 – Reduced Inequalities: Stahl’s Code of Conduct was set
up in 2014 and the Stahl Diversity and Inclusion Policy was set
up in 2018. e-Training courses were conducted and completedby all employees in 2021 on diversity, and anti-corruption.

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SHAREHOLDER GOVERNANCEO P E R AT I O N A L
GOVERNANCE

SHAREHOLDERS - WENDEL 67.5%, BASF 16.3%,
CLARIANT 14.8% AND OTHER 1.4%

BOARD OF DIRECTORS:

11

members(Stahl, Wendel, BASF,
independent members)

LEADERSHIP TEAM

27%

18 %

8

of womenof independent

members2021 REVENUE

€

831m

H U M A N C A P I TA L

~1,800VISION

To be a catalyst
for positive change

INTELLECTUALC A P I TA L
• 14,6 training
hours per FTE
on average

EMPLOYEES

75% men / 25% women• 51% EMEAMISSION“If it can be imagined,
it can be created.”• >1,000 people
from 131
organizations
attended Stahl
Campus modules
in 202128%

59 nationalities in 22 countries

OF R&D IS
ESG DRIVEN• 21% Asia-Paciﬁc• 14% India and Pakistan• 74 active patentfamilies*• 14% North and South America* including patent applications.

VALUES

Cooperation

PROCUREMENT

Responsibility

80% of our raw material spend
and 44% of transport suppliers(in spend) is covered by EcoVadis

Stahl gold medal by EcoVadis

Initiative
Imagination

PRODUCTION

11
37

manufacturing
sites

TRAINING

94

Centersof Excellence

CAMPUSLO C AT I O N S

Applicationlaboratories

DISTRIBUTION

34

sales supportofﬁcesPRODUCTS

MARKETS• Leather Chemicals

Main sectors

Others• Coatings• Automotive• Architectural &Interior Design• Leisure& Lifestyle• Polymers• Footwear, Apparel& Accessories• Industrial
Applications• HomeFurnishing

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4

R&D

11
~100

research
centers
R&D
specialists& experts

ESG roadmap
A 1 0 - Y E A R P L A N I S P R E S E N T E D I N T H E E S G R O A D M A P.
TA R G E T S A R E E S TA B L I S H E D F O R 2 0 2 3 A N D 2 0 3 0 .

C E R T I F I C AT I O N S/ MANAGEMENT SYSTEMS

93%

of production volume comefrom sites certiﬁed ISO 14001
and 99,8% from ISO 9001

E

ENVIRONMENTSSOCIALG

GOVERNANCE

TA R G E T S F O R 2 0 2 3 A N D 2 0 3 0• Climate change & circularity• Health and safety• Ethical behavior• Water• Human capital• Diversity in leadership• Stahl products• Human Rights• CSR incentives• Raw materials• Societal commitment• Supply chain• Employee survey 92%
participation with follow up
focus meeting where
the improvement areas
where discussed• EcoVadis gold medal

2021 PERFORMANCE• Reduction CO2 intensity(tCO2e/ton produced)(2021 vs 2020)- 16% Scopes 1 & 2 emissions- 6% Indirect Scope
3 emissions• Climate resilienceand adaption• 1631 products listed
at ZDHC Gateway Level
3 conformance (highest
conformance level)• All Europeans site 100%
renewable electricity• 38% of all energy globallyis renewable• Human rights policy
introduced• New CEO: In july 2021,
Maarten Heijbroek became
Stahl’s CEO• The Annual Performance
Review Appraisal was
successfully completed
within the Employee
Engagement Platform• 80% of direct suppliers
rated by EcoVadis (basedon spend)• More women in highest
governance body
(Board of directors: 18%(versus 11% in 2020)• 25% womenin the workforce• 25% women in supervisory
positionsGlobal Initiatives & NGOs
• United Nations (UN) Global Compact,
Reporting on 17 UN SDGS

Other sectorial initiatives• ZDHC (Zero Discharge• UNIDO, Solidaridadof Hazardous Chemicals),• International universities

Bluesign, ChemIQ• Leather Working Group• TEWEGA(German associationof specialty chemicals
for textile and leather
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4.2.4.2 Materiality
Topics that matter

Materiality

Stahl reports regularly on ESG in order to assess the precise
progress made on its ESG activities and KPIs. To ensure that it
reports on topics that are material for the company, Stahl uses amateriality analysis to give insight into the priorities of its
stakeholders. Stahl’s materiality analysis outcome is aligned to therisks presented in the Extra-Financial Performance Statement(EFPS). In 2021 a series of independent interviews were arranged
with key Stahl shareholders about materiality, including
shareholders, clients, brands, suppliers and external influencers.

Stahl’s approach to reporting and materiality is based onrecognized, internationally agreed guidelines, like the Global
Reporting Initiative (GRI). This approach also ensures that the fullscope of activities are taken into account, from operations andsupply chain to interactions with suppliers, customers, consumers,
shareholders, government and NGOs.

Stahl material topics
ESG pillar

Material topics

Material subtopics

Environmental topics

Climate change

Adaption & mitigation
Greenhouse gas emissions
EnergyResource depletion

Materials
Water
Waste

Innovation
Social topics

Occupational health and safety

Stahl staff H&S
Customers’ staff H&S

Training and education
Diversity and inclusion
Human rights
Local communities
Governance topics

Regulation
Anti-corruption
Ethics

4.2.4.3 Table overview of identified risks& mitigation policies in place
ESG risk mapping for Extra-Financial Performance
Statement (EFPS)
Stahl performs an annual review of its risk assessment and control
policies in accordance with the requirements of the EFPS on
environmental, social, human rights and corruption risks resulting
from its activities. This review covers the risks linked to its
employees, suppliers, and to its supply chain. Stahl has adopted
due diligence policies covering health, safety, environment andhuman rights that mitigate the risks identified in this review.

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Stahl’s risk analysis is cross-checkedorganizations, used as reference sources:

with

two

types

of

 independent

standards: MSCI (Morgan Stanley CapitalInternational) and SASB (Sustainability Accounting Standards
Board);

 companies comparable to Stahl in terms of sector of activity,
operating in several countries, and reporting on their CSR risks
and materiality method.

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The seven risks identified (as stated in the table below) with thehighest gross risk level(1) are presented below. The table presents a
short summary of the risks and the policies implemented by Stahl to

Area
HEALTH& SAFETY

Paragraph(1)

CSR risk

4.2.4.6.2 (1) Occupational
healthand safety

Risk description
Chemical industry:
occupational health andsafety risks, including:mitigate those risks identified. Key Performance Indicators (KPIs) tomonitor the policies and results corresponding to these indicatorsfor 2021 are also presented.

Gross
Maturity risk
Short
term

High

4.2.4.6(2) Increasing
demand andregulation forsustainablechemicalproducts

Mitigation
policiesand actions

Residualrisk

Key
Performance
Indicators

2020

2021

SHE policy

Low

Total Reported 4.549
Injuries
Frequency Rate
(TFTAD)

8.545

o

Lost Time Injuries 0.840
Frequency Rate
(TF)

1.375

o

Severity Rate of 0.003
Accidents (LTISR)

0.045

o

Fatal accidents

0-Training
R20(Road-To-Zero)
Program chemical contact
or exposure
to substances
hazardous to health;Zero tolerance
policy risk of chronic (serious)
illness linked tochemical exposure;ESG
PERFORMANCEOF PRO
DUCTS

Stature platform slips, trips and falls;

HR policy
support serious and fatal
accidents.

Covid-19
policies

Products not alignedwith demand frombrands, NGOs andconsumers
Customers polluting soil
using chemicals
Unavailability of chemical
raw materials due
to regulation related
to environmental
or human health

Short
term

4

MediumRegulatory watch Low& product
stewardship
Industry
governanceand initiatives(like ZDHC)
Chemicalcomplianceinitiatives
by Stahl
Climate change
action (phase out
fossil fuelchemistry)
Environmental
impactassessment

02-yeartrend

ZDHC Gateway Chemical Conformance
1,217
 number of
products
listed at ZDHC
Gateway
Level 3
conformance

1,613

o

 total sales
revenue of
products
listed at ZDHC
Gateway
Level 3
conformance

520 m

New

ZDHC level 3
products as a%of the total
portfolio sales(i.e.: for the
garment/
footwear/bags/
fashion segment)

63%

New

Renewable feedstocks in the Stahl global
portfolio
 number of
products
containing> 5%
renewable
content

226

New annual sales
revenue of
products
containing> 5%
renewable
content

50 m

New(1) Gross risks are the risks for similar companies and activities (that impact both the company and the external stakeholders) in the same geographic
area, without the effects of mitigation. Stahl explains how it manages and mitigates these risks in each chapter of this report. Note: Because of thenature its activities (leather chemicals, coatings and polymers), Stahl believes that some identified risks do not represent a critical extra-financial risk
for Stahl and do not need to be developed further in this report. These less critical risks are: fight against food insecurity; respect of animal welfare;
responsible, fair and sustainable food production.

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Area
ESG
PERFORMANCEOF PRO
DUCTS

Paragraph4.2.4.6(1)

Gross
Maturity risk

CSR risk

Risk description(2) Increasing
demand andregulation forsustainablechemicalproducts

Products not aligned with Short
termdemand from brands,
NGOs and consumers

MediumMitigation
policiesand actions

Residual
risk

Low
Regulatory
watch & productstewardship
Industry
governanceand initiatives(like ZDHC)

Customers polluting soil
using Stahl chemicals
Unavailability of chemical
raw materials due
to regulation related
to environmental
or human health

Key
Performance
Indicators2020 % of annual
sales revenueof products
containing> 5%
renewable
content2021

2-year
trend

7%

New

Life Cycle Assessments (LCA)

Chemicalcomplianceinitiatives
by Stahl
Climate change
action (phase out
fossil fuelchemistry)
Environmental
impactassessment

 number ofStahl products
for whichcomplete LCA
data isavailable

50

New annual sales
revenue of
products forwhich
complete LCA
data isavailable

56 m

New

 % of annual
sales revenueof products
for whichcomplete LCA
data isavailable

7%

New

Research and development

R&D

Share of ESG-focused R&D
projects (% of

18%

28%

o

Share ofrenewableenergy

34%

38%

o

total projects)

ENVIRONMENT

4.2.4.6.1 (3) Lowering
Greenhouse
Gas (GHG)
emissions that
contributeto climatechangeStahl recognizes thatLong
reductions in global CO2 termemissions will be requiredin order to achieve thegoals outlined in the Paris
Climate Accord
established in 2015

MediumReduce CO2
emissions

Low

Energy reduction
Focus on energy
self-sufficiency

Energy intensity 0.00184 0.00156

a

CO2 emissions
intensity Scopes 1 & 2

a(TJ
consumed/ton
produced)

0.1098 0.0928(t1.5/tonproduced)

CO2 emissions – 485,461 576,456
aScope 3(millionsof tCO2e)(4) Impact
on waterresources

Risk of insufficient water Longfor the process and water term
supply cuts from local
network(5) Hazardous Risk of significant
Mediumwaste
increases in hazardous
term
management waste generated at Stahlsites and inadequate
management of their
end-of-life

1.323

a

Waste reduction Low

Waste water
12,452 15,245
send to external
treatment (tons)aCircularity

Waste intensity

0.062

0.060

Provision forland pollution

0.64

1.04

a
o

MediumWater
management

Low

Low

Water intensity(m3
consumed/ton
produced)(in millionsof euros)

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1.505

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Area
SOCIAL

Paragraph(1)

CSR risk

4.2.4.6.2 (6) Attracting
and retaining
talentRisk description
Risk of losing
qualified and talented
employees fromthe company.

Gross
Maturity risk
Short
term

MediumRisk of not attracting
qualified and talented
employees to thecompany, especially
Millennials and Gen Z
workers

Mitigation
policiesand actions

Residualrisk

Low
HR strategy,
onboarding of
new employees,
gender parity
policyCorporate
communication
strategy, social
media(Instagram,
LinkedIn),
webinars andpubliccommunication
New leaders in
key positions
Employee
Engagement
Platform,
Succession
planning,
performancemonitoring andtraining

GOVERNANCE

4.2.4.6.3 (7) Corruption Risk of corruption,
Shortand bribery
bribery, modern slavery in term
Stahl’s supply chain

Low

Key
Performance
Indicators

4

2-year
trend

2020

2021

Turnover rate – 3.32%
resignations only

4.08%

o

Social dialogue Instagram and
LinkedIn
subscribers (inthousands ofsubscribers)

44

New

Training hours
per FTE

14.71

14.58

-

Absenteeism
rate

1.87%

2.35%

o

Percentage ofwomen insupervisory
positions

24%

25%

o

(% of total
supervisory
positions)

Code of Conduct Low
Corruption andbribery training
Grievance
and alertmechanism

Percentage of98.55% 95.86%
aemployees
trained on thesesubjects –Compliancetraining
Percentage ofNew
97.57% New
employees
emplotrained on these yees
subjects –training sessions
on company
policies
Whistleblowing – 100% 100% Number of cases (1 case) (7 cases)
treatedExternal riskLowassessment andrating (EcoVadis)

External macro ESG risks
Stahl also identified ESG macro-risks related to external trends:

 climate change;
 environmental impact assessment; chemical compliance.

% of direct67%
purchases (rawmaterials) madefrom suppliers
assessed by
EcoVadis80%o% spend oftransport
suppliers
assessed by
EcoVadis

44%

New

-

Climate change: a resilience plan for prevention, reduction
and adaption
Climate change mitigation has become a critical strategic objective
for the company. To align itself with the goals of limiting global
temperature increase to 1.5 °C above pre-industrial levels, asestablished in the Paris Climate Agreement, Stahl has committed tocontinue to reduce direct & indirect GHG emissions (Scope 1 and 2
emissions) and to establish a Scope 3 emissions reduction target
during 2022 aligned to the 1.5 °C global average temperature rise
limit.

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Stahl’s Climate Resilience and Adaption Plan identifies the capacity
to adapt to the direct and indirect impacts of climate change on thecompany, and outlines plans to take action on climate change andalign the company to the 1.5 °C global temperature increase in the
Paris Climate Agreement (2015). The plan takes into account the(a) transition risks, and (b) physical risks that apply to the company,and describes the actions required to prepare for the effects ofclimate change, and to limit the company’s contribution to further
global warming.
By integrating climate resilience into the Stahl strategy in this way,
the company believes it can secure a better future and be a positive
force for climate action in the industry.
Preventing climate change – Renewable feedstock
By enabling renewable feedstock solutions and decoupling growthfrom fossil-carbon-based resource consumption, the company
believes that progressive de-fossilization of the chemical industry
must be achieved.
Renewable carbon describes resources that have not been
extracted from the earth’s surface (geosphere), like bio-mass basedmaterials, carbon capture or recycled plastics. Stahl is one of the 11
founding core advisory members of the Renewable Carbon
Initiative (RCI), launched in September 2020 under the leadershipof the Nova-Institute (Germany). The aim of the initiative is to
advocate the de-fossilization of the chemical industry. The 11
pioneer companies on the Core Advisory Board are Beiersdorf(Germany), Cosun Beet Company (Netherlands), Covestro(Germany), Henkel (Germany), LanzaTech (USA), Lenzing (Austria),
Neste (Finland), SHV Energy (Netherlands), Stahl (Netherlands),
Unilever (UK) and UPM (Finland).

Environmental impact assessment
Life Cycle Assessment (LCA) methodology measures the impact ofa product on the environment, and expresses it in recognizable
impact data and language (e.g. the impact on climate change,ozone depletion, toxicity, land use). The principle is that in order toreduce the environmental impact of a product, that impact firstneeds to be measured in a standardized way with a standardized
methodology. In 2021 the company achieved EPD certification for
LCA data collection of the Stahl Italy facility, and achieved its targetof publishing LCA data for 50 of its strategic products. In 2022 LCA
data collection for its products will be ramped up in order toachieve its ESG Roadmap target.

Chemical compliance
28% of Stahl’s basic chemical research projects are aimed ateliminating unwanted substances from the supply chain anddeveloping replacement products as necessary. The company has

302  - Universal registration document 2021

set specific targets for the conformance of its portfolio with the
ZDHC MRSL in its Stahl ESG Roadmap to 2030. ZDHC is an initiativein the garment, footwear and accessories industry (the initiative
does not include automotive industry). In 2021, 1,613 products(63% of the total revenue) were certified to Level 3 of the ZDHCMRSL version 2.0, a significant achievement for the company.
Level 3 certification – which includes extensive product testing andon-site audits – underlines Stahl’s commitment to using responsible
chemistry to reduce the environmental impact of the supply chain
and contribute to driving positive change in the industry.
Stahl’s ZDHC commitment
In 2011 a group of major apparel and footwear brands and retailers
made a shared commitment to help lead the clothing industry
towards zero discharge of hazardous chemicals by 2020. Stahl
made a commitment to the ZDHC (Zero Discharge of Hazardous
Chemicals) program to eliminate the substances listed on its
Manufacturing Restricted Substances List (MRSL) and in 2016
became a Value Chain Affiliate. The company is active in several
task teams and sub groups within the ZDHC, representing theindustry and advocating more responsible chemistry.
In 2021 Stahl’s Michael Costello, Group Director ESG, was elected
as a Board member of the ZDHC Foundation.

4.2.4.4 ESG highlights 2021
 Health & Safety: Total Reported Injuries (TRI) Frequency Rate
remained stable during 2021 at the same level achieved in2020. However, in terms of Lost Time Incidents (LTI) frequency
rate and severity rate, a long-term injury that took place inJanuary lead the values to higher levels than 2020, due to the
12-month rolling average, these values are expected todecrease, if no other injuries take place, starting inJanuary 2022. In 2021 a safety culture survey was conductedwith the help of an external specialists company, amongst all
employees with a 96,7% response rate.

 New CEO: In July 2021, Maarten Heijbroek became Stahl’s CEO,replacing Huub van Beijeren who retired after 13 years at thehelm.

 EcoVadis: Stahl was awarded EcoVadis Gold rating, placing it
within the top 5% of companies assessed by EcoVadis.

 Climate change mitigation: Stahl drafted its first Climate
Resilience and Adaption Plan, which outlines the targets andplans to take action on climate change and align the company to
the 1.5 °C global temperature rise limit established in the Paris
Climate Agreement (2015). Stahl was present at the COP26 in
Glasgow and announced its Scope 3 GHG emissions plans
there.

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 ESG communication: With travelling restricted in many regions
for part of the year, the company continued its program ofinterviews, presentations, webinars and social media events on
topics of sustainable development and compliance. Helping its
partners and stakeholders achieve their goals by sharing its ESG
experience is inspiring Stahl to go further with its own ambitions.

 Economic performance: Trading volumes rebounded strongly in
2021, continuing the trend from the last quarter of 2020.
However, supply chain constraints and scarcity of raw materials
dominated commercial activity for much of the year.

 ESG performance: Higher production volumes for much of theyear reflected the improvement in trading volumes.
Environmental KPIs like water, energy and waste improved
versus 2020 (measured as intensity, per tons produced).
Business travel CO2 emissions increased vs 2020 but still remain
well below historical (2019) levels in absolute terms due to thecontinued travel restrictions related to the pandemic.

 ESG performance – products:
 Stahl achieved Level 3 status in the ZDHC Gateway compliancemodule for 1,613 products in its portfolio. In 2022 the company
plans to certify 200 more products from its portfolio to the
Gateway conformance portal.

 Stahl’s research into non-fossil fuel technology continued in
2021 with the release of its renewable carbon-based productportfolio Stahl Ympact™. This complements the Stahl NuVera®
and Stahl Relca®Bio ranges released in 2020.

 Social:
 Stahl implemented an Employee Engagement Platform (EEP) in2019 to encourage employee participation and foster
commitment to the company culture. In 2021 a survey waslaunched within this platform, in which 95% of employees
participated. The results of the survey were communicated tothe management and action is being taken on relevant issues
raised by them.

 In

2021 the Annual Performance Review Appraisal was
successfully completed within the Employee Engagement
Platform. This is the second year that this formalized approach toannual performance appraisals has been applied to all
employees.

4.2.4.5 Stahl governance
Stahl Board of Directors
The Board of Directors of Stahl meets at least five times a year andmay hold additional meetings to discuss any matters relevant to thecompany, including financial results. ESG is a standing item on the
Board of Directors‘ agenda. This Board members are
representatives of its shareholders (Wendel, BASF), two
independent members, as well as the Chief Executive Officer andthe Chief Financial Officer of Stahl.

Maarten Heijbroek

Stahl (CEO)Frank Sonnemans

Stahl (CFO)

Félicie Thion de la Chaume

Wendel Group

Claude Ehlinger

Wendel Group

Piet van der Slikke

IMCD

Etienne Boris

Independent

Wolfgang Frank Hagen

BASF

Huub van Beijeren

Independent

Xavier Lemonnier

Wendel Group

Caroline Bertin Delacour

Wendel GroupDavid Varet

Wendel Group

Stahl Leadership Team
Stahl’s Leadership team meets monthly and determines theimplementation of company strategy, including ESG topics. The
team is comprised of the CEO, CFO, COO, CIO, HR, R&D Director
and the business managers for Leather Chemicals and Performance
Coatings units respectively.

4

In July 2021 the new Chief Executive Officer, Maarten Heijbroek,
replaced Huub van Beijeren, who retired. ESG is represented by
the Chief Innovation Officer, John Fletcher, on the Stahl Leadershipteam. In 2021 the Group Human Resources Director joined theteam.
Stahl has agreed gender balance targets for the leadership team,for 2023 and 2030.

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The Stahl Leadership Team reviewed and approved the Stahl ESG
Roadmap to 2030 and the seven risks that structure Stahl's EFPS.

4.2.4.6 Strategy & the ESG Roadmap: Stahl
as acatalyst for positive change

Executive Control Group

Stahl strategy

A wider governance body, the Executive Control Group includes
the Stahl Leadership Team members, local site managers, regional
general managers, executives from the strategic business units,
Marketing, Communications, HR, ESG, IT, Legal & Compliance,
Finance, Internal Audit and SHE. The Executive Control Group
meets quarterly and reviews performance and decides on tactics
for the upcoming business cycles. An update on all ESG activities isalso presented at these quarterly meetings.

Stahl aims to embrace new technologies to create solutions thatmeet the demands of our changing world. At the same time, thecompany will continue to make a commitment to human rights,
inclusion and diversity, and to the safety of its people.

ESG governanceAt the corporate level, ESG (Environment, Social & Governance) isrepresented by the Chief Innovation Officer in Stahl’s leadership
team.
The ESG team continuously engages with finance, legal counsel,
sales teams, product managers, researchers, product stewardshipand operations staff to monitor the implementation of its strategy
and to discuss progress on new initiatives related to ESG
performance. The ESG team meets on a quarterly basis with theWendel ESG team, to review progress on the targets established in
the Stahl ESG Roadmap to 2030.
Two new members were added to the ESG team in 2021, focusedon Life Cycle Assessment and Supply Chain Transparency. The
current team is composed of: group ESG Director;
 ESG Performance Manager;
 Environmental Impact Manager ; Supply Chain Transparency Manager; Life Cycle Assessment Manager; Stahl Campus managers.

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Stahl has identified four areas of strategic importance: digital transformation: Stahl has initiated a ten-year digitaltransformation strategy: the internet of things, artificial
intelligence, e-commerce and block chain. This transformation
will be a determining factor in terms of how the company works
with customers, supply chain, investors and its own employees;

 openinnovation: Open innovation is the process ofcollaborating with external individuals, teams and organizations
on the development of a project or to reach a shared goal. Stahl
will focus on areas where it can make a positive impact;
renewable feedstocks, water quality, and advanced functional
chemistry; renewable feedstock: The single biggest contribution thechemical industry can make to mitigating climate change is toreplace fossil fuels in its raw materials. For Stahl this means
replacing solvents and other fossil fuel feedstock based raw
materials in its products;

 sustainable

development:
Chemicals
can
drive
the
development of low-carbon, zero-pollution, energy andresource-efficient technologies, materials, and products. Stahlsees its responsibility to participate in sustainable development
not only as a duty to society and the environment but as anopportunity to do well by doing good.

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ESG Roadmap to 2030
Given Stahl’s commitment to being a catalyst for positive change
and its emphasis on tracking and assessing its ESG performance,
the company established a roadmap in 2020. The Stahl ESG
roadmap is a list of commitments and targets, for 2023 and 2030,• Climate change & Climate resilience• Water• Stahl products• Raw materials

supported by Key Performance Indicators (KPIs). These targets arelinked to the corresponding United Nations Sustainable
Development Goal in each case.

• Health and safety• Human capital• Human right• Societal commitment• Ethical behavior• Diversity in leadership• ESG incentives• Supply chain

E

S

ENVIRONMENTGSOCIAL

GOVERNANCE

In 2021 webinars were organized for all Stahl employees to explain the goal, the content and their role in achieving the targets.

2021 update: ESG performance of Stahl products
Stahl dedicates a significant portion of its chemical research
activities on projects designed to improve the environmental
footprint of its products, like reducing carbon footprint, eliminating
unwanted substances, replacing fossil-fuel raw materials withrenewables, or converting solvent-based products to water-based
and solid alternatives. In 2021, 28% of Stahl’s global R&D projects
were focused on these topics.
As a direct result of years of research into responsible chemistry
and the elimination of potentially unwanted substances, Stahl has

achieved Level 3 status in the ZDHC Gateway MRSL conformance
module for 1,613 chemicals in its portfolio. This compliancemilestone will be extended to certify 200 more products in 2022aligning itself with the commitments in the ESG Roadmap to 2030.
Stahl’s intensive research into the replacement of fossil fuels in its
chemicals was showcased in 2021 with the release of the Stahl
Ympact™ portfolio of leather chemicals. This follows the release of
two renewable carbon-based portfolios in the coatings andpolymers segments in 2020: Stahl NuVera® and Stahl Relca®Bio.

CSR risk

Description

Mitigation policies and actions

KPIs

2021

2020

Increasing
demand andregulation forsustainablechemicalproducts

Products not aligned to therequirements of brands, NGOs
& consumers
Customers causing
environmental contamination
with Stahl’s chemicals
Unavailability of chemical raw
materials due to regulation
related to the environment orhuman healthRegulatory watch & productstewardship
Industry governance andinitiatives (like ZDHC)
Stahl’s responsible chemistry
policyESG driven R&D projects

ZDHC level 3 compliant
products (number of productsin the ZDHC gateway, highest
compliance level)

1,613

1,217

Share of ESG driven R&D
projects(% total projects)

28%

18%

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4.2.4.6.1 ESG performance: environment
CSR risk

Description

LoweringGreenhouse
Gas (GHG)
emissionsthat contributeto climatechangeStahl recognizes that reductions  CO2 reduction strategy
in global CO2 emissions will be  Reducing CO emissions
2
required in order to achieve(targets)the goals outlined in the Paris
Climate Agreement established  Calculation of the full carbon
in 2015
footprint (Scope 1, 2 and 3)
 Renewable carbon
 Open innovation
 Energy reduction
 Green energy sourcing

Mitigation policies and actions

KPIs

2021

Share of renewable energy

38%

34%

0.001560.00184

0.09280.1098Energy intensity (TJ

2020

consumed/ton produced)

CO2 intensity Scopes 1 & 2(tCO2e/ton produced)

 Focus on energy self-

sufficiency (technology
investments)
 Climate Resilience andAdaption Plan Environmental training

Climate change mitigation
United Nations (https://www.un.org/en/global-issues/climatechange): the concentration of GHGs in the earth’s atmosphere isdirectly linked to the average global temperature on Earth; the concentration has been rising steadily, and mean global
temperatures along with it, since the time of the Industrial
Revolution;

 the most abundant GHG, accounting for about two-thirds of
GHGs, carbon dioxide (CO2), is largely the product of burning
fossil fuels.
Climate change mitigation has become a critical strategic objective
for the company.
To align itself with the goals of limiting global temperature increase
to 1.5 °C above pre-industrial levels, as established in the Paris
Climate Agreement, Stahl has committed to continue to reduce
direct & indirect GHG emissions (Scope 1 and 2 emissions) and toestablish a Scope 3 emissions target aligned to the Science Based
Targets Initiative (SBTi). These targets will be communicated during
2022.
Transition towards a net zero global economy in 2050

Stahl’s Climate Resilience and Adaption Plan identifies the capacity
to adapt to the direct and indirect impacts of climate change on thecompany, and outlines plans to take action on climate change andalign the company to the 1.5 °C global temperature increase in the
Paris Climate Agreement (2015). This document lays out thecompany’s plans for the transition risks (towards a net zero global

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carbon economy) and physical risks that apply to the company, andactions to prepare for the impact of climate change, and to limit thecompany’s contribution to further global warming. By integratingclimate resilience into company strategy in this way, Stahl believes
it can secure a better future and be a positive force for climate
action in our industry.
Target Scope 1 & 2 GHGs: Scope 1 & 2 emissions are the direct(Scope 1) and indirect (Scope 2) emissions linked to activities suchas manufacturing of Stahl products at Stahl manufacturing sites,
laboratory operations, company vehicles and electricity sourcing.
Between 2015 and 2020 Stahl reduced its absolute direct (Scope 1& 2) GHG emissions by 37%. The company has established a newtarget for direct emissions (articulated in its ESG roadmap to 2030):
a 2% annual reduction between 2020 and 2030 (2019 base year).
This can be achieved in different ways (sourcing from green
electricity networks, installing solar panels, energy efficientequipment).
Target Scope 3 (indirect) GHGs: Scope 3 emissions are all indirectemissions (not included in Scope 1 and 2) that occur in the value
chain of the reporting company, including upstream anddownstream emissions. In 2017 Stahl set up a calculation tool
together with an external consultant and calculated the relevant
categories according to the GHG Protocol Corporate Value Chain
Accounting and Reporting Standard. This assessment wasestablished to understand the full value chain impact of its activities
and will help to focus efforts on significant sources of Greenhouse
Gas (GHG) emissions. Stahl updates the relevant categories andtheir estimated CO2 emissions periodically. In 2021 themethodology was reviewed and updated with internal experts andexternal consultants.

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Stahl has committed to establish an emissions target aligned to the
1.5 °C global average temperature rise limit established in the Paris
Climate Agreement, i.e.: Scope 1, Scope 2 and Scope 3 targets.
This target will be communicated during 2022.

 Training

2021 Climate mitigation highlights

 Update Scope 1 and 2 calculation emission factors.

 The Stahl ESG Roadmap to 2030 was formally introduced to all
employees (via a live webinar with Q&A) and to external
stakeholders, including targets related to climate change.

 A Climate Resilience and Adaption Plan was drafted andapproved by the Stahl Board.

 The share of renewable carbon in Stahl’s commercial portfolio
began.

4

was performed on GHG emissions and LCA
methodology for internal departments and for external
stakeholders (customers, brands, students).

Outlook: CO2 reduction projects 2022 (highlights)

 Review of Scope 3 organizational boundaries, categories andmethodology.

 Establish a CO2 impact model that allows the company tocalculate the impact of low carbon technologies on its total
carbon footprint.

 Target setting for total GHG emissions, aligned with the 1.5 °C
global average temperature rise limit.

 External

validation and verification of Stahl’s Life Cycle
Assessment (LCA) data model was achieved.

 Strategic sessions took place with the Stahl’s Open Innovation
Team to help facilitate low carbon technologies, such as the
BIO-NIPU project (polyurethane without the use of traditional
isocyanates) and renewable carbon (from biomass, carbon
capture or recycled plastics for instance).

 Hot spot analysis of the main Scope 3 emissions categories(purchased goods and services) intensified, to identify andmeasure the impact of initiatives related to chemical raw
materials.

 Installation of self-generating electricity installations (solar &wind power) at selected sites.
Stahl’s total carbon footprint
Greenhouse gas emissions are categorized into three groups or“Scopes” by the most widely-used international accounting tool, theGreenhouse Gas (GHG) Protocol. Scope 1 covers direct emissions
from owned or controlled sources. Scope 2 covers indirectemissions from the generation of purchased electricity, steam,heating and cooling consumed by the reporting company. Scope 3
includes all other indirect emissions that occur in a company’s value
chain, which are defined in 15 categories.

Scope 1 (direct)

Scope 2 (indirect)

Scope 3 (indirect)

Fuel combustion
Company vehicles

Purchased electricity, heat and steam

Cat 1: Purchased goods and services
Cat 2: Capital goods
Cat 3: Fuel- and energy-related activities (not included in Scope 1
or Scope 2)
Cat 4: Upstream transportation and distribution
Cat 5: Waste generated in operations (going out)
Cat 9: Downstream transportation and distribution
Cat 12: End-of-life treatment of sold products

How and what is calculated, is explained in the chapter reporting scope & methodological precisions in the section "Guidelines on
calculation and reporting of indirect Scope 3 CO2 emissions".

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GHG emissions reduction

In 2015, Stahl set itself a five-year goal of reducing its CO2
emissions (Scope 1 and 2) as per the Paris Climate Agreement
within the United Nations Framework Convention on Climate
Change (UNFCCC). By the end of 2020 the company had achieved
a 37% reduction in absolute CO2 emissions. The reduction was
driven by sourcing green energy at its European sites, investment
in energy-saving technology at its manufacturing sites, and thesignificant reduction in business travel in 2020.
In 2019, solar panels were installed at the Stahl manufacturing site
in Portão, Brazil. This solar energy investment resulted in asignificant drop in CO2 emissions at the site in 2020, and alreadyrepresents half of the site’s electricity requirement.

Absolute direct and indirect CO2 emissions (tCO2e)in 2021

600

96%

300

576,456

Stahl has set a target of three sites (out of 11 total) using on-site
renewable sources (minimum 20% of total energy) by 2023, andsix sites by 2030.
2%
13,9771%
7,278

Scope 1

Scope 20
Scope 3

GHG emissions Scope 1 and Scope 2

Scope 1: absolute direct GHG emission (tCO2e)

2021

2020

13,977

13,858

Scope 2: absolute indirect GHG emission (tCO2e)

7,278

6,064

CO2 emission Scope 1+2 (tCO2e)21,25519,922

Total production volume (in metric tons)

229,533

181,453

CO2 intensity*

0.09280.1098

2021

2020

2019

Scope 3: estimation of absolute indirect emission sources (tCO2e)576,456

485,461

529,849

Scope 3 intensity (Scope 3 absolute emissions/production volume)

2.511

2.675

2.546

*

Intensity is related to production volumes (CO2 emission/production volume).

Scope 3 CO2 emissions (indirect)

In previous reports, CO2 emissions were presented in kgCO2eq. This year the reporting unit has been changed to metric tons (tCO2e), toallow easier benchmarking.

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Scope 3 CO2 emissions per category
2021

2020

Cat 1: Purchased goods and services

63%

56%

Cat 12: End-of-life treatment of sold products

23%

27%

Cat 4: Upstream transportation and distribution

9%

11%

Other (e.g. capital goods, downstream transport and distribution)

5%

6%

Purchased goods and services (63% in 2021) continues to be thelargest category. An increase in production volumes is directly
linked to purchased raw materials. Higher production volumes
would require more raw materials, which results in higher CO2
emissions.

 promoting transportation with cleaner vehicles and limiting thetransportation of small quantities of goods. Stahl has
consolidated its distributor network significantly, meaning larger
shipments to a smaller number of destinations.

Category 12 “end-of-life treatment of sold products” (23% in 2021)
remains the second largest sources of Scope 3 emissions in 2021
(23% in 2021), although updated information on this category is notreadily available, and remains an estimation based on best
assumptions. New information is not available to Stahl to review thiscategory annually.

In 2022 Stahl will review all 15 categories as per the GHG protocol,
which the help of an external consultant. It is likely that moreproducts and services will be added to category 1 (for example,
outsourced production and products for resale, which is likely to bea significant increase in CO2 emissions and employee commuting).
This comprehensive review will serve as a good base to set a target
for Scope 3.

Measures to reduce Scope 3 GHG emissions are:Energy consumption: switching to renewable energy selecting chemical raw materials with a lower CO2 footprint;

Stahl’s energy consumption is the sum of electricity, gas, oil, steam,renewable briquettes and high speed diesel, consumed at its
manufacturing sites. Energy is reported as the total energy
consumed in TJ and per production volume: the energy intensity.
Stahl has established a goal for self-generated energy at its
manufacturing sites, as per the Stahl ESG Roadmap.

 developing alternatives with renewable feedstock raw materials;
 placing water based and renewable feedstock products in themarket, and promoting them proactively.
Transportation of purchased goods is the third largest source of
Scope 3 emissions (Cat. 4), accounting for 9% of emissions in 2021.
Based on the assumptions in the calculation of transport emissions(done in 2017), the major part of these emissions is air and roadtransport. Reducing these emissions could be achieved by:

In 2021, absolute energy consumption was higher than 2020
because of higher production volumes at Stahl’s manufacturing
sites. Energy consumption per metric tons produced (intensity) in
2021 was lower than in 2020.

 choosing a different mode of transportation. Road transportemits 10 times more CO2 emissions than marine transport. Air
freight emits 100 times more emissions than marine;

Energy consumption
2021

2020

Energy (TJ)

359

334

Share of renewable energy

38%

34%

Total production volume (in metric tons)

229,533

181,453

Energy intensity (TJ)*

0.001570.00184*

Intensity is related to production volumes (energy consumption/production volume).

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Water
CSR risk

Description

Mitigation policies and actions

KPIs

2021

2020

Impacton waterresources

Risk of insufficient water forthe process and water supply
cuts from local network

Water management

Water intensity

1.323

1.505

(m3 consumed/ton produced)

 manufacturing sites (cleaning tanks, pipes and for processing,Water consumption

Stahl dedicates significant resources to researching the reductionof water use, the introduction of water-based products, improving
the quality of water effluents and reducing water pollution in thevalue chain. Stahl’s water consumption is linked to: commercial products using water-based technology (where

heating & cooling), laboratories and offices.
Stahl uses water from municipalities (public water) and groundwater. Stahl consumed more water in 2021 because of higher
production volumes. Water consumed per metric tons produced(intensity) was nevertheless lower in 2021 vs. 2020.

water replaces petrochemical-based vehicles as a solvent);

Total water consumption
2021

2020

Water consumption (m³)

303,599

273,045

Total production volume (metric tons)

229,533

181,453

1.323

1.505

Water intensity**

Intensity is related to production volumes (water consumption/production volume).

Water use at the Palazzolo site (Italy)

To help the community maintain a low level of groundwater, the(cooling) water at the manufacturing site in Italy (Palazzolo) is
temporarily taken (i.e. not consumed) from a ground well,completely separated from production and is discharged into theadjacent river (Seveso). This specific use of water is approved by
and follows the strict guidelines set by local authorities.

Other water use (m3)

2021

2020

409,882

373,958

Waste
CSR risk

Description

Hazardous waste
management

Risk of significant increases in hazardous
waste generated at Stahl sites andinadequate management of their end-of-life

Mitigation policies
and actions

Waste reduction

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Wastewater sent toexternal treatment

2021

2020

15,245

12,452

0.060

0.062

(ton)

Waste management
strategies

Stahl policy is to reduce the impact of its operations and productson the environment by preventing pollution through waste
management strategies that promote waste minimization, re-use,

KPIs

Waste intensity

recovery and recycling, as appropriate. Avoiding waste generationand finding useful outlets for it when possible are an important partof this policy.

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Stahl reports its hazardous waste and non-hazardous waste
generation. Hazardous waste originates from chemical waste fromproducts, raw materials, process installations (e.g. sludge from4

wastewater treatment), laboratories and used packaging.
Non-hazardous waste relates to the non-chemical waste, such as
glass, paper, wood, plastic, domestic and demolition waste.
2021

2020

9,920

Hazardous waste (metric tons)

12,222Non-hazardous waste (metric tons)

1,576

1,397

Total waste (metric tons)

13,798

11,317

Total production volume (metric tons)

229,533

181,453

0.060

0.062

Waste (total) intensity**

Intensity is related to production volumes (total waste consumption/production volume).

Wastewater

Most of Stahl’s manufacturing sites have on-site wastewater treatment installations. In the cases where there is no on-site installation,
wastewater is collected by a third party and reported as hazardous waste. The quantity of waste increased in 2021 vs. 2020 due to higher
production volumes.

Wastewater sent to external treatment (metric tons)*
*

2021

2020

15,245

12,452

Waalwijk (Netherlands), Calhoun (USA) and Toluca (Mexico).

Environmental provisions
Stahl’s environmental provision for land pollution in 2021 was €1,04 million.

4.2.4.6.2 ESG performance: social
Human Resources (HR) – Enhancing company attractiveness, maximizing employee engagement

Attractiveness & talent retention
Risk

Risk Description

Mitigation policies and actions

KPIs

2021

2020

Attractiveness& talent
retention

Risk of losing qualified andtalented employees fromthe company
Risk of not attracting qualified
and talented employees tothe company

HR Strategy
Succession Planning –new leaders in key positions
Employee Engagement
Platform (EEP), performance
review & training
Stahl values and DNA,
shared with employees

Voluntary staff turnover rate –resignations only

4.082%

3.32%

Training hours per employee

14.58

14.71

Human Resources strategy

The world saw, again, changes and shifts in perspective andpriorities in 2021. The coronavirus pandemic has disrupted
organizations and forced Human Resources departments to think
differently about their role in ensuring effective business continuity.

(FTE)

In 2021 the HR team created more permanent remote work options
that allow employees the flexibility of working away from the office.
At the same time, given the importance of social coherence tocompany performance, Stahl employees were also encouraged towork at the premises on chosen days. The result was a hybrid
model of smart working where employees and supervisors agree
on where worktime is spent.

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Wendel’s subsidiaries, reviewed by an independent third-party bodyIn spite of difficult circumstances and with a sharp focus on
supporting the recovery in market demand, the Stahl HR team took
the opportunity to consolidate the HR products and processes
released over the last four years (e.g. Easy Learning Space, HRMS,
E-Learning contents) and to launch a worldwide “People
Experience Survey”.
A new HR strategy was defined in 2021, based on the following
pillars:1) Company and Business Strategy;2) the ESG Roadmap;3) the digital transformation journey;4) compliance;
5) People Experience Survey.
Stahl People Experience Survey

A global survey was launched in Q2 2021 on employee
engagement. Its main objectives were to improve the employee
experience, boost employee engagement by measuring key
indicators (company attractiveness, recruiting, onboarding,development, retention and separation), and to provide insights forthe new Stahl HR strategy. An external partner was appointed forthe survey execution to ensure confidentiality and reliablebenchmarking. Ten topics were selected:
1) Agility and Innovation;2) Confidence in the future;3) Culture and Values;4) Diversity/Inclusiveness culture;5) Employee Experience;
6) Engagement;7) Line Management Effectiveness;
8) Management Team Effectiveness;
9) Performance Enablement;10) Strategic Focus.

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Considering it was Stahl’s first such global Engagement Survey, thelevel of employee participation was high, with a response rate of
92% and an engagement index above the benchmark that sets theaverage engagement rate at 78%. All surveyed topics reported
encouraging results, and the company received top scores in“Confidence in the future” and in “Line Management Effectiveness”
when compared to global benchmarks. “Diversity andInclusiveness” also scored above the global benchmark and theoverall consensus was positive, especially on the fairness oftreatment (83%).
Stahl has also identified some areas of improvement based on thesurvey results. To address these areas, focus groups were
established either by gender and generation (global focus group)
or by geography (local focus group). All these focus groups are led
by HR staff to ensure a shared outcome and a diverse compositionof participants. The final result, a list of local and global actions, wasdiscussed and approved during Leadership Team meetings inorder to set priorities for the coming two years. The goal is tolaunch another employee survey in 2023.
New leaders in key positions

Succession planning is an important process at Stahl. Several
actions have been completed in order to ensure business
continuity and company leadership, while maintaining the Stahl
culture and values as pillars.
This has also allowed for changes to be made to the current
organization in order to meet the future business strategy
requirements and to streamline the organizational structure.
The appointment of the new Stahl CEO, Maarten Heijbroek, was anotable highlight of 2021. Maarten Heijbroek replaced Huub van
Beijeren, who retired after 13 years at the helm of the company.
Performance development

Stahl continued its performance development process in 2021. The
purpose is to identify rough diamonds, pillars and the Group’s
driving forces, to foster the definition of individualized personal
development paths and refill the succession plan pipeline.

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BUSINESS
PLAN

4

Workforce
Planning
Recruting& Selection

Compensation& Beneﬁt
On Boarding

Training
Performance
Development

Transferring knowledge and information within the company towards a global HR approach with a one-stop shop for employees

In order to enable further growth, and to limit the administrative
burden, the company continued the streamlining of HR processes
in 2021. The strategy was to move from a local towards a global
approach taking into account best practices. The first step ofcreating a single HR team with one common goal and global HR
processes was completed.
Technology was essential to Stahl’s workplace harmony in 2021,
especially given the challenges that the pandemic brought. The
company took the opportunity to normalize the digital solutions
introduced in 2020, bringing teams together and facilitating
seamless business operations while travel restrictions remained inplace.

SUCCESSION
PLAN

The “employee corner” is a place where HR can manage processes
and employees can find all necessary corporate information, and it
was further developed in 2021 to enable easy access to the
mandatory and or optional e-learning courses for employees.
Employment

The total number of FTEs (Full-time Equivalents) at year-end 2021
was 1,800 which is an increase of 30 FTEs compared to the end of
2020. The increase is linked to the additional employees requiredin operations to address the increased demand, and additional
R&D employees to establish a permanent team focused on open
innovation.

The breakdown of FTE’s (Full-time equivalent) as of December 31, 2021 and the change compared to the prior year-end per region is asfollows:
Region12/31/2021

12/31/2020

Change

EMEA

913.5

888.8

24.7

Asia-Pacific

373.6

367.0

6.6

India and Pakistan

258.0

256.0

2

North and South America

255.0

258.7

-3.7

1,800.1

1,770.5

29.6

TOTAL

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Employee workforce statistics for 2021 at a glance
Permanent contracts

90.23% of Stahl’s employees

Workforce gender balance

25% female 75% male

Total number of employees (headcount)

1,821 (vs. 1,790 in 2020)

Departures (dismissals, resignations, etc.)

161.7

Hires

195.5

Voluntary staff turnover rate

4.08% (vs. 3.32% in 2020)

Absenteeism rate

2.35% (vs. 1.87% in 2020)

Training hours (per FTE)

Working organization

Stahl operates a complex international organization in order toeffectively serve its diverse customer base. Stahl has
11 manufacturing sites, 11 R&D labs, 34 application labs, 34 sales
offices and 9 Centers of Excellence. Working practices differ byregion. Most Stahl units have a 5 days working week, with the
exception of employees in India, who also work on Saturday
mornings. Working hours and incidents are recorded, dependingon the site, by either electronic or manual systems.
All Stahl units report absenteeism (which includes absences for
sickness and work accidents) as required by local legislation and ina way that can be reported at the corporate level. The global
absenteeism rate in 2021 was 2.35%, versus 1.87% in 2020.
Labor relations

Given the international nature of Stahl and the relatively small
dimension of the local units, there are four collective agreements inplace. Salary levels and other means of compensation depend on
the individual countries. They are centrally coordinated, to ensure
Stahl remains competitive in the respective markets. Some
employees in the company, mainly in management and sales,
benefit from a bonus scheme based on annual qualitative andquantitative objectives, including ESG. This bonus scheme iscoordinated centrally to ensure proper alignment and consistencewith local practices.
Compensation

Total compensation, excluding bonuses, paid in 2021 was€112 million, 8.74% higher 2020.
Training and education

The HR team is committed to offering training opportunities toimprove employee skills.
The company was able to return to some face-to-face training in
2021, but still not at pre-pandemic levels. The e-learning catalogueof courses on offer was significant in 2021, including training on
compliance subjects and the further development of soft skills, butalso cyber security training, bribery & corruption.

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14.58 hours (vs. 14.71 hours in 2020)

In 2021 HR hosted several webinars aimed at communicating
Stahl’s strategic pillars and the ESG Roadmap to 2030. These were
well attended and well received, and will be followed up with morein 2022.
Training hours

The indicator of total hours of training is tracked locally by each
Stahl unit and it is consolidated at Group level. The number oftraining hours received per employee in 2021 was 14.58 hours per
Full-time equivalent (FTE) compared to 14.71 hours per FTE in
2020.
Equality, diversity & inclusion

In 2021, Stahl communicated its diversity policy on social media.
The company’s approach to human rights and vigilance was also
covered in a broadcast: https://www.stahl.com/strategy/
sustainable-development/policies-statements-reports/
gri-diversity-equal-opportunity
Stahl’s Diversity and Inclusion Policy, published on www.Stahl.com,
expresses the company’s commitment to embedding equality,
diversity and inclusion across the organization. Equal treatment is at
the heart of the organization and Stahl believes this will produce amore innovative and responsive organization. Stahl also believes
that there is much more to diversity than age, gender, race andcultural background. A diverse workplace includes people who canoffer a range of different viewpoints and ideas.
Consistent with its strategy of growing our leadership talent,diversity and inclusion principles are embedded within its coreleadership development programs to encourage managers todemonstrate them as part of their leadership behavior. Stahl alsobuilds cultural intelligence and equality into its performance
reviews, as well as its hiring and talent identification process. Stahl’s
Diversity and Inclusion Policy for the Group applies to the whole
company, including the leadership team and the Board.

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Wendel’s subsidiaries, reviewed by an independent third-party bodyWhilst the occupancy of females in supervisory positions is 25%(the same as the overall percentage of females in the company), thepercentage of females can vary significantly between departments,
depending on the nature of the activities. Certain departments in
Stahl have a predominantly male workforce. In production
operations (listed as “supply chain” in the tables) there are
significantly more males than females, due to in part to the physicalnature of the job of manufacturing chemicals, which can mean
manipulating heavy loads, machinery and tooling. In these areas ofproduction only a very limited number of employees are female. In
Stahl’s leather chemical sales division there is also a predominanceof male workers, partly because the Stahl business model
encourages its technicians to work closely with customers at theirfactory locations around the world (i.e.: tanneries). This was
historically a physically demanding and sometimes dirty activity,
and the job also required extensive international travel for weeks at

4

a time, conditions which have proven difficult to attract more
women. This is changing as society changes, but the legacy of maleoccupancy remains. In other Stahl departments, gender balance isconsistent and close to parity: excluding employees fromoperations and the leather chemicals sales division, 41% of workers
are female.
A good indicator for equal treatment is the percentage of womenin supervisory positions, which is 25% (same as our 25% in total
workforce). Stahl tracks the ratio of female/male employees (25%female and 75% male in 2021, see table below – Headcount) andthe number of female employees in supervisory positions(employees with direct reports and/or holding a management
position). In 2021 there were 96 women in supervisory positions,which is 25% of total supervisory positions (see table below –Supervisory positions).

% of female and male representation headcount in 2021
Business unit

Total

% Female% MaleExecutive Management

37

46%

54%

Corporate functions (including ESG)

17

53%

47%

Business demand

24

75%

25%

Finance & IT

145

44%

56%

Human Resources

27

85%

15%

Business unit Leather Chemicals

400

13%

87%

Business unit Performance Coatings & Polymers

158

25%

75%

R&D and Technical Application

111

38%

62%

Supply chain (incl. Production/Operations, Procurement and Customer service)

902

21%

79%

1,821

25%

75%

TOTAL

% of female and male representation in Supervisory positions in 2021
Business unit

Total

% Female% MaleExecutive Management

13

23%

77%

Corporate functions (including ESG)

8

38%

63%

Business demand

11

82%

18%

Finance & IT

37

35%

65%

Human Resources

15

80%

20%

Business unit Leather Chemicals

92

15%

85%

Business unit Performance Coatings & Polymers

55

15%

85%

R&D and Technical Application

21

24%

76%

Supply chain (incl. Production/Operations, Procurement and Customer service)

132

22%

78%

TOTAL

384

25%

75%

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Whistleblower policy and mechanism (for internal and external stakeholders)“Whistleblowing” means that one can confidentially report (asuspicion of) behavior that is in conflict with the Code of Conduct ofStahl. Such behavior includes – but is not limited to – criminal orunethical acts. In its policy document, “Stahl Parent B.V.
Whistleblower Rules”, Stahl explains the importance andmechanism of its whistleblower policy. These whistleblower rules
are rules related to (proven or suspected) irregularities applicableto employees of Stahl Parent B.V. as well as to its affiliatedcompanies and to anyone outside the company. These rules areavailable for all employees on the employee corner of the internal
HR platform. In 2021 also a Whistleblower Management Policy was
implemented, that describes who is responsible for handling thecase and how, when external investigation is necessary and how tocommunicate.

Stahl employees are encouraged to report the suspicion ofirregularities and the Board of Directors of Stahl considers it
important that employees adequately and safely report (suspicionsof) irregularities at Stahl. The Board of Directors of Stahl explicitly
confirms that the position of Stahl employees who have in goodfaith reported a (suspected) irregularity in accordance with thewhistleblower rules of Stahl shall not be affected in any way as aresult of making the report.
Stahl’s Whistleblower policy is available on the website. An e-mailaddress (whistleblower@stahl.com) is also communicated on thewebsite for those outside the company.

Safety & Health – addressing occupational safety risks

CSR risk

Description

Occupational
health andsafetyChemical industry: Risks related SHE policy
to occupational health andTraining
safety, including:
R20 (Road-To-Zero) Program chemical contact or exposure
to hazardous substances for Zero Tolerance Policy
health;Stature platform risk of chronic (serious) illness
linked to chemical exposure; Support for HR policies
Covid-19 policies
 slip, trip and fall;

Mitigation policies and actions

KPIs

2021

2020

TRI Frequency rate

8.545

4.549

Lost Time Injuries Frequency
Rate

1.375

0.840

Severity rate of accidents

0.045

0.003

Fatal accidents00 fatal and serious incidents.

The risk of accidents and illnesses related occupational safety havebeen identified by Stahl as a gross risk. All its activities, policies andtraining are aimed at creating a true safety culture and mitigating
the following risks: chemical contact or exposure to hazardous substances; risk of chronic (serious) illness linked to chemical exposure; slips, trips and falls;
 accidents with irreversible consequences.
Stahl believes that the protection of the health and safety of people
and the preservation of the environment will always be its highest
priority and that this mindset (and policy) is rooted in the employee
culture. Stahl’s focus with respect to SHE & Process safety
management is on enforcing knowledge and responsibility indecision making. A Behavioral Safety Program started in 2018 andcontinued to be implemented every year since then. The programis known as R20 (Road-To-Zero).

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This campaign emphasizes that

 a safety culture is not achieved by the big efforts of a small
group, rather by the smaller efforts of a large group; a true safety culture defines an attitude to life, at the workplace
and at home; the consequences of injuries in the workplace affect people’s
lives at home.
To underline the strategic and critical importance of a common
behavior on safety, a Zero Tolerance safety policy was established.
The policy is continuously being reviewed and updated. In 2021 an
OCDI (Organization Culture Diagnostic Instrument) was performed
globally, the first simultaneous and global action in the R20
program. The results were made available in December, and they
will help and contribute to define and support the actions thatwithin the R20 program will be done in 2022.

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Health & Safety principles

Reporting criteria

The key principles of Stahl’s Health and Safety Policy are:Global safety performance and related KPIs are reported andmonitored monthly and annually. The company tracks progress on
safety indicators and reports different categories of injuries andincidents including Lost Time Injuries (LTI), first aid, medical
treatment and irreversible injuries. Each month it reports injuries,
incidents, audits, training, engineering projects and otherprevention methods both internally and externally. The safety
reporting procedure is defined by Stahl policy on SHE&PS, in which
KPIs, criteria and reporting tools are defined.

 a strong safety culture involving the whole organization;
 safety, health and environment as the top priority;
 safety is more important than a short-term result; implementing best industrial practices in addition to complianceto all legal requirements;

 knowledge as the basis of all decisions. Stahl will require that
employees are trained in the skills necessary to carry out theirduties and make decisions ensuring safety.
Safety culture pillars

Stahl’s safety culture is based on four pillars: Processes, Assets,
Operations, Behavior.
Safety ultimately relies on human factors, given that any facility,
building, equipment or process is conceived, designed, built,
installed, operated, maintained and finally dismantled by humans.
The responsibility for decisions and actions taken along that life
cycle therefore lie with the decision makers or their successors.
SHE governance: everyone is responsible for safety

Each Stahl site has a dedicated SHE Manager responsible for
ensuring that the organization is pursuing best practices. Being a
SHE Manager does not mean responsibility for SHE: theresponsibility is distributed throughout the organization and there
is no job or position without a degree responsibility for SHE. The
SHE Manager reports to the Local Manager and has the direct
support of the Global SHE&PS Manager.
Several directives, rules, methodologies and tools were released or
updated in 2021. All of them are available in a SharePoint page
conceived as the main SHE & Process Safety backbone system for
Stahl. This page contains all relevant documents in a broadly
accessible way to all Stahl employees. Information and reports are
no longer distributed by mail: they are introduced in the SharePoint
and a mail is sent to inform that they are available. Finally,
sub-pages are available to store information and constitute a
common working platform for projects both global and local.

In 2021 Stahl continued reporting on the new criteria introduced in
2020, shifting from incidence rates to frequency rates in injury KPIs.
This alignment was based on recommendations from the 2019
audit. Commuting accidents are now excluded from injury KPIs dueto the nature of the commuting activity, and to ensure that KPIs are
representative of operational and work safety at the Stahl managedsites, however, a KPI on traffic accidents frequency rate has been
defined and is reported monthly.
As a policy, KPIs are continuously reviewed and challenged to alignthem with best practices and also because as safety culturechanges, KPIs need to be adapted. Final target is to implement
leading KPIs on safety on top of lagging KPIs.
A systematic reporting system was put in place in order to analyze
key factors on reported events and allow management to identify
trends and take decisions based upon objective criteria. Historical
data, trends and KPIs can be traced back to 2012. This ensures
traceability of KPIs even if new ones are introduced.
The Stahl Hazard Identification and Risk Assessment Methodology(SHIRAM), rolled out in 2020, has become Stahl’s standard
methodology for risk assessment. This methodology is designed to
fit Stahl’s operations and processes, and to integrate best practices
for risk assessment and management.
ARA platform

In 2021 the former Stature Platform was replaced by the ARA
Platform, both from Sphera – the first based on local server
installation, the second a cloud-based platform. Besides the
SHIRAM, other methodologies are being implemented in thisplatform.
All studies are managed through this platform. Hence, studies arealways available to all relevant parties in its latest version andinformation can easily be shared between sites. The development
is foreseen to continue and intensify in 2022 introducing new
templates and services and providing a clear reference within thedigitalization landscape of Stahl.

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Response to Covid-19

Since the onset of the pandemic in January 2020, a crisis team has
been tracking and measuring the situation in the countries where
Stahl operates. Weekly meetings with the Corona Operations Team
(COT) were established and updates were reported to
management at the end of each week.

In spite of a steady easing of restrictions in 2021, the Covid-19
situation is still being tracked by the Global SHE & Process SafetyTeam.

4.2.4.6.3 ESG performance: governance
Human rights, modern slavery, corruption, bribery
CSR risk

Description

Mitigation policies and actions

KPIs

2021

2020

Corruption
and bribery

Risk of corruption, bribery,modern slavery in Stahl’s
supply chain

Code of Conduct
Due diligence questionnaire
External risk assessment
and rating (EcoVadis)

Share of employees trained onthese subjects – Compliancetraining

95.9%

98.5%

Share of employees trained onthese subjects – Corporate
policies course

97.57%

New
employees

Whistleblowing – Number ofcases treated100%(7 cases)100%(1 case)% of direct purchasing spend
represented by EcoVadis
assessed suppliers

80%

67%

% of spend of transport
suppliers represented by
EcoVadis assessed suppliers

44%

New

Risk of corruption, bribery,modern slavery in Stahl’s own
operations

Stahl’s Code of Conduct ensures that human rights and theenvironment are respected by those parties with whom we dobusiness. Related to this, a Whistleblower Policy is in place withclear rules that allow employees to report suspicious behavior that
could be in conflict with the Code of Conduct, with the necessary
protection guarantee for the whistleblower in question.

Sapin 2 Law

Stahl runs mandatory e-learning training programs, for all
employees, focused on human rights and prevention of corruption
and modern slavery in which special attention is given to awarenessand red flags that can indicate non-compliant behavior in thecompany or in the supply chain.

1. signing of the Code of Conduct: Stahl employees and relevantbusiness partners need to sign the Stahl Code of Conduct,
which includes specific anti-corruption rules;

The company has established specific targets in its ESG Roadmap
to 2030 for its top suppliers’ EcoVadis ratings. 80% of Stahl’s total(2021) spend on raw materials was supplied by EcoVadis rated
suppliers (the EcoVadis system is explained in the chapter “Ethicalprocurement”). 44% of Stahl's spending in transport suppliers iscovered by EcoVadis rated suppliers.
Stahl has published accounting procedures for anti-corruption for
all Stahl locations around the world. This document covers bestpractices to be adopted for prevention and detection of corruption
with regard to finance and payments.

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The Stahl Group is committed to ensuring that the activities of the
Stahl Group and its employees are conducted in accordance theFrench “Sapin 2” Law.
The measures implemented by Stahl are:

2. internal whistleblowing system: Stahl has a whistleblower policy
which allows employees to report suspicious behavior that
could conflict with the Stahl Code of Conduct, while offering
the necessary guaranteed protection to the person in question.
Reports can be filed through the publicly available
whistleblower@stahl.com e-mail address;
3. corruption risk mapping: Each year, Stahl performs a corruption
risk mapping exercise, performed through interviews with the
management of Stahl by the Stahl Group Tax & Legal Manager;

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4. third party due diligence procedures: Stahl performs a business
partner due diligence with regard to the relevant business
partners, through a risk based approached. This enables Stahl
to detect possible “red flags”;
5. internal or external accounting control procedures: Stahl has
several accounting procedures, including a specific accounting
procedure on anti-corruption;
6. training program: Stahl employees need to follow mandatory
annual anti-corruption e-learning training;4 Stahl applies a Business Partner Due Diligence Procedurethrough a risk-based approach to its new and existing business
partners, such as distributors, agents, suppliers and consultants.
With the Due Diligence Procedure, the compliance-relevant
behavior and the integrity of the (potential) business partner ofStahl is monitored, and this procedure will assist Stahl’s
employees in establishing and maintaining a commercial
relationship with reliable and ethical business partners.

 Through the EcoVadis CSR ratings platform, Stahl collects
valuable insight into the performance and risks of its suppliers infour areas:

7. a disciplinary procedure: Stahl has disciplinary rules, which canbe invoked if Stahl employees do not comply with theapplicable laws, regulations and Stahl compliance policies;

1. environment;

8. an internal monitoring and assessment system: Stahl
implemented an internal monitoring and assessment system.

3. ethics; and2. labor & Human rights;

4. sustainable procurement.
Ethical procurement
Highlights 2021 and outlook 2022

 During 2021 Stahl increased the coverage of its EcoVadis
assessed suppliers. 80% of raw material spend and 44% oftransport suppliers (in spend) is covered by EcoVadis.

 For 2022 Stahl intends to conduct site visits to its most criticalsuppliers and suppliers with a low score on the EcoVadis
ranking.

 Allcommercial procurement staff received trainings onsustainable procurement and environmental topics and willcontinue to train themselves next year.

 2021 has been marked by many force majeure in the chemicalindustry, caused largely by the Texas, USA frost in February,
regional Covid outbreaks impacting logistics around ports, andthe measures in China during Q4 related to the implementationof China’s Energy Policy and preparations for the WinterOlympics in Beijing in 2022. Despite the outages in the industry
Stahl’s supply base proved to be robust enough to meet thecompany's demand by and large.

 The Q4 increase in energy prices is hitting Stahl’s operations
directly, and certainly also indirectly through its supply chain.
Gas & electrical power are key cost contributors to the chemicalindustry. Cost increases will be passed on in this supply chain
sometimes as energy surcharges or directly in the purchaseprices.

EcoVadis provides a holistic sustainability ratings service forcompanies, delivered via a global cloud-based SaaS platform. Eachcompany is rated on the material issues pertaining to thecompany’s size, location and industry. These evidence-based
assessments are refined into easy-to-read scorecards, providing
zero to one hundred (0-100) scores, and medals (bronze, silver,gold), when applicable.
Additionally, the scorecards provide guidance on strengths andimprovement areas, which the rated companies may use to focus
their sustainability efforts and develop corrective action plans toimprove their sustainability performance.
EcoVadis Gold medal
Stahl has established EcoVadis ratings targets for its suppliers.
These targets are part of the ESG Roadmap for 2023 and 2030 andprogress is monitored continuously. By the end of 2021, Stahl’s
EcoVadis-rated suppliers represented 80% of the company’s directpurchasing spend on raw materials.
In 2021 Stahl achieved EcoVadis Gold rating, a significant
achievement and a recognition of its commitment to transparency
and continuous improvement of its ESG performance. With thisGold rating, the company is ranked among the top 5% of peers
evaluated by EcoVadis.

Ethical procurement strategy

 Stahl selects the best possible suppliers using commercial
criteria (quality, price, availability, volume, etc.) as well as ESG
performance (LCA data availability, renewable carbon content,
ZDHC MRSL compliance) and ethical requirements, like Code of
Conduct compliance, due diligence questionnaire completion,
the EcoVadis principles and rating, geographical risk, type of
raw material & provenance.

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Industry governance

External education and training (Stahl Campus®) In 2021, Stahl’s Michael Costello was elected to the Board of

Stahl is committed to filling the talent gap observed in some of themarkets that the company serves by actively seeking ways to
educate and train university students, NGOs, brands, suppliers,
distributors, customers and other stakeholders in the supply chain.
Stahl Campus® is the global knowledge center established by Stahl
to achieve this. It started in 2014 in Waalwijk (Netherlands) and wasthen extended to León (Mexico) in 2015, Guangzhou (China) in
2016, and Kanpur (India) in 2019. The goal of Stahl Campus® is topromote good practices and transparency throughout the supply
chain by hosting trainees in Stahl’s state-of-the-art laboratories tostrengthen their knowledge of chemistry and materials science via
theoretical and practical training modules. Stahl Campus® is a key
element of the company’s strategy of promoting transparency
throughout the supply chain.

Directors of the ZDHC Foundation. The Board consists of eight
brands (including Burberry, Inditex, Puma, Adidas, Levi), one
textile manufacturer and two chemical suppliers (currently
Huntsman and Stahl). The Zero Discharge of Hazardous
Chemicals (ZDHC) foundation is one of the most influential
non-profit groups in the textile and leather supply chains. Stahl
has been an active member of ZDHC since 2016, and sits on
several task team and subgroups focused on enabling theelimination of unwanted substances from the fashion supply
chain.

 The company is proactively involved in industry ESG advocacy
groups, like the Renewable Carbon Initiative, which Stahl joinedin 2020 as a founding core Advisory Board member. The goal of
the RCI initiative is to create awareness around renewable
feedstocks and de-fossilization in the chemical industry.

 Stahl was an Executive Committee member of the Leather
Working Group (LWG) from 2017-2021. LWG is amulti-stakeholder association with a mission to raise the bar ofenvironmental stewardship through its audit protocol.
Sustainable development

 The five-year Public Private Partnership (PPP) between Stahl,
Solidaridad, and PUM, launched in 2017 in Kanpur, India (seeSDGs), will be concluded in 2022. A summary report will be
issued about the work implemented.

 The PPP in Ethiopia, with several partners and NGOs, wasconcluded in December 2021. The project was focused on
pollution reduction in the tanning sector. Stahl’s contribution tothis project was training and implementation of cleaner
technologies, including Stahl Campus® training on relevant
modules. A final report will be issued in 2022.

 The project initiated in Bangladesh by three key members of the
Tegewa Group of chemical suppliers and the Dutch NGO
Solidaridad, continued to make progress in 2021. The project isfocused on practical ways to improve the safe handling ofchemicals in the leather manufacturing cluster of Savar, inDhaka, and on the well-being of factory workers in the cluster. A
detailed training campaign began on the ground in 2021, andseveral webinars were broadcast to complement increasingawareness.

 A four-year public private partnership project was started in
2021 the Kolkata region of India, with Solidaridad, linked to thepromotion of responsible chemistry in the new leather
manufacturing industrial zone.

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In 2021, more than 2,000 people from 150 organizations attended
Stahl Campus® training courses around the world. This included
both on-site training courses, and on-line trainings and webinars.
Notably in 2021, the Automotive Leather Finishing Post Graduate
Certificate course was finalized after the postponement in 2020.
Held for the second time in Stahl Campus® Mexico the six-weekcourse (three x two-week modules held over the academic year)
developed in collaboration with the University of Northampton(UK), in which students receive a Post Graduate Certificate uponcompletion. A third PG course is planned for October 2022, andthe company is investigating an equivalent European based course
in parallel.

4.2.4.7 Duty of care
Duty of care
Stahl has carried out a review of its risk assessment and control
policies within the scope of the French laws on duty of care. This
review covered the risks linked to its employees, suppliers andcustomers/external markets. Stahl has adopted governancepolicies covering health and safety, the environment and humanrights in order to mitigate such risks. These policies are included in
the risk mapping section below.

Vigilance TeamIn 2019 Stahl established a Vigilance Team. Two members wereadded to the team since then, which now includes Operations(COO), Human Resources (Group Director), Legal & Compliance(Manager), Finance (CFO), ESG (Environment Social & GovernanceGroup Director and Manager) and Risk Management (Manager).
The Vigilance Team meets each quarter to monitor theeffectiveness of the Vigilance Plan and to monitor progress on EFPS
and Sapin 2.

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Vigilance Plan

 2021 Introduction of three new Diversity trainings;

Stahl’s Vigilance Plan corresponds to French Law 2017-399(March 2017) on duty of care. The Vigilance Plan identifies and aims
to prevent the risk of serious violations of human rights andfundamental freedoms as well as harm to human health, safety andthe environment. The Stahl Vigilance Team meets periodically tomonitor the effectiveness of the Vigilance Plan.

 2021: First Stahl People Experience Survey conducted;

The Vigilance Plan focuses on the following three risks:
Identifying the main risks associated with Stahl’s activities;
appropriate prevention, mitigation and action on monitoring; andeffectiveness measures.

4

 create, encourage and promote an open culture (e.g. employee
engagement survey, webinars, trainings, employee newsletter,etc.).
Monitoring the policies and activities in place and measuring theireffectiveness: whistleblower cases are reported annually; cases of corruption/bribery/harassment/non compliance arereported annually in the Stahl Corporate Compliance report;

1) Risks linked to human rights and the societal impact of Stahl’s
activities, e.g. forced labor, freedom of association, modern
slavery, discrimination, diversity and inclusion

 the CoC covers non-compliance of third parties;

Gross risk: Modern slavery, lack of diversity and discriminationneed to be eliminated from the industry, and it starts with
employees and corporate policies. Violations or prosecutions inthis respect could also have an impact on the company’s financial
performance and reputation.

 letter of representation, signed by local Stahl managers each

Mitigation examples: 2021:

 Code of Conduct: The Stahl Employee Code of Conduct haschapters on modern slavery, conflicts of interest, businesspractices, data and IP protection, financial reporting and also
outlines the whistleblower rules. Stahl has a CoC for business
partners (updated in 2020 with UN Global Compact
10 principles). Suppliers are evaluated using the external
independent EcoVadis rating system. The Business Partner
Code of Conduct is a standard part of contracts with third
parties. Both Codes of Conduct are discussed at the monthly
Management Team and Quarterly Meetings with Executive
Control Group; whistleblowing: The Stahl Whistleblower Policy allows anyone(employees and people outside the company) to reportsuspicious behavior, by e-mail or phone, that could be in conflictwith the Code of Conduct, with the necessary protection
guarantee for the whistleblower in question. The policy is
updated in 2021. In 2021 also a Whistleblower Management
Policy was implemented;

 training: To ensure that employees understand the issues ofmodern slavery, diversity, discrimination, equal treatment,
sexual harassment etc., with regard to their own behavior andthat of business partners, a regular corporate training on theissues is recommended. Stahl has completed different levels of
online training on these topics. Training hours are reported in
the annual Stahl ESG report; EcoVadis is used to track and monitor performance with
suppliers and their suppliers;
year, will include CoC related risks; percentageof employees trained on company policies,
including the Human Rights Policy;
First Stahl People Experience Survey conducted(anonymously by an external company), 92% of all employees
participated, focus groups formed on the improvement areas; 2021: ESG roadmap KPIs.
2) Risks linked to the health and safety of Stahl’s employees &contractors, including accidents, injuries, illness, exposure tochemicals.
Gross risk: The risks in this category range from injuries to
employees from slips or falls, to more significant accidents
involving chemical spills, machinery operations or exposure todangerous substances. These are well known in the (heavily
regulated) chemical industry and Stahl holds itself to the highest
health and safety standards in this respect.
Mitigation:

 strict legislation: Stahl is audited by external organizations,
including governmental bodies (like ISO) on a regular basis.
Stahl’s policy is to adopt the highest regulatory standards andapply them throughout its operations globally; effective SHE policies with clear rules, guidelines and KPIs. Stahl
has a zero tolerance policy towards unsafe acts;

 auditing and reporting on safety and health, including accidents
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Wendel’s subsidiaries, reviewed by an independent third-party body training: courses on chemicals management and handling of
flammable materials;

 identify and take action on safety and health risks at customers
who use our chemicals; create, encourage and promote an open culture (by e.g.
employee engagement survey, webinars, trainings, employee
newsletter, etc.);

 2021: safety culture survey amongst all employees (96,7%
response rate).
Monitoring the policies/activities in place and assessing theireffectiveness:

 Stahl reports on accidents, incidents, frequency rates andchemical spills each month in its SHE report, which iscommunicated throughout the company and to its
shareholders; incidents,

accidents and close calls are closely tracked,
monitored and action is taken based on data; the effectiveness of Stahl policies (like R20) is assessed bymeasuring safety and spills performance at each site, taking
action in the cases where the data is trending the wrong way;

 Stahl is involved with selected projects with NGOs andgovernment on training workers who use its chemicals. E.g.: thesafe handling of chemicals project in Bangladesh, where training
statistics and improvement in incident rates will be tracked;

 ESG Roadmap to 2030: all sites ISO 45001 certified (replaces
OHSAS 18001).
3) Risks linked to the protection of the environment, e.g. air &water pollution, water consumption, waste management,
restricted chemical substances, climate change, biodiversity,
local community impact.
Gross risk: These risks are linked to unplanned releases to theenvironment of hazardous materials from Stahl sites, as well as therisks linked to the environmental stewardship practices of Stahlcustomers in the supply chain, who use Stahl products in their
manufacturing operations.
Mitigation:

 alignment to the 17 UN Sustainable Development Goals;
 effective SHE policies, e.g.: covering the risks linked to spills or
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 regular reporting of spills, releases, incidents, emissions, waste
and other environmental KPIs;

 climate change resilience plan – how the company adapts toclimate change events;

 active involvement in environmental stewardship projects in the
supply chain; ESG long term targets (Roadmap) for climate change (CO2);
 create, encourage and promote an open culture (e.g. employee
engagement survey, webinars, trainings, employee newsletter,etc.);

 Stahl also takes into account potential safety and health risks forcustomers who use its chemicals, and this also requires action
for mitigation. Many of its customers work in environments
which are not as highly regulated as the chemical industry. Stahl
has taken action, either alone or in conjunction with other peer
companies and non-governmental organizations, to train users
in these cases on (1) the safe use of chemicals, (2) the correct
use of personal protective equipment, and (3) communicatingclear rules on exposure prevention for potentially harmful
chemicals. In addition to this, Stahl itself regularly hosts seminars
around the world, for example in India, Pakistan and
Bangladesh, which are attended by large groups of customers,
which focus on safety, health, environmental stewardship andsustainability in general; 2021: ISO 14000 certification: 93.2% of manufacturing sites are
certified (based on production volume), all sites certified by2030 on ISO 9001 (quality), ISO 14001 (environment),
ISO 45001 (OHS) and ISO 50001 (energy).
Monitoring the policies/activities in place and assessing theireffectiveness:

 environmental KPIs are reported quarterly and communicatedthroughout the organization;

 environmental KPIs are reviewed continuously;
 global targets for some environmental KPIs exist (e.g. CO2) but
not for others (water, energy, waste). This is being investigatedas part of the Stahl ESG Roadmap, for 2023 and 2030.

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4.2.4.8 Reporting scope & methodological precisions
Reporting scope Unless otherwise indicated, HR and Safety data are reported for all Stahl entities worldwide.
 For environmental data the manufacturing sites are included as indicated below:
2021

2020

2019

2018

2017

2016

2015

1

Brazil, Portão

Site

Y

Y

Y

Y

Y

Y

Y

2

China, Suzhou

Y

Y

Y

Y

Y

Y

Y

3

France, Graulhet

Y

Y

Y

Y

Y

-

-

4

Germany, Leinfelden

Y

Y

Y

Y

Y

Y

Y

5

India, Kanchipuram

Y

Y

Y

Y

Y

Y

Y

6

Italy, Palazzolo

Y

Y

Y

Y

Y

Y

Y

7

Mexico, Toluca

Y

Y

Y

Y

Y

Y

Y

8

Netherlands, Waalwijk

Y

Y

Y

Y

Y

Y

Y

9

Singapore, Singapore

Y

Y

Y

Y

Y

Y

Y

10

Spain, Parets

Y

Y

Y

Y

Y

Y

Y

11

USA, Calhoun

Y

Y

Y

Y

Y

-

-

Y, until &- including June

Y

Y

Y

Y

Y

Y, from
October
onwards---

Y, until andincluding
Sept.

Y

Y

India, Ranipet*

Y, until and- including June

Spain, Hospitalet

USA, Peabody*--

Y = Yes, full year and – = not reported.
*

Ranipet and Peabody are not manufacturing sites. Hospitalet was sold (2021).

Social indicators

Safety indicators

Total workforce

Population considered

The total workforce is the number of employees with a permanentor fixed-term contract with the Stahl Group on the last calendar dayof the month. The data is reported in terms of full-time equivalents.

In the KPI preparation, the following types of population are
considered: contractor specific: A contractor present at Stahl only for specificprojects or work; contractor usual: A contractor present at Stahl on a regularbasis. i.e., maintenance personnel, security guards or personnel
working in the canteen; Stahl worker: any person having a personal work contract with
Stahl.
Based on this definition, the impact of workers on the KPIs is as follows:
Relation with Stahl

Reported by site
in case of injury

Considerationin Stahl SHE&PS Injury KPIs

Consideration in Stahl SHE&PS Days
lost, LTI KPI and Severity Rate

Stahl worker

YES

YES

YES

Usual contractor

YES

YES

NO

Specific contractor

YES

NO

NO

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The reasons for these criteria are summarized as follows: injuries (injuries KPIs): when a “specific contractor” is at Stahl, itmeans that he or she is at Stahl only for specific tasks for a shorttime, not on a regular basis. If there is an injury to a specificcontractor, it is reported, investigated, managed and thenecessary actions taken, but it is not included in the Stahl injury
KPI calculation. These injuries are entered into the management
system in terms of permits, coordination of activities andsupervision. Though specific contractor behavior is their own
responsibility, if Stahl identifies a contractor misbehaving interms of safety, the company will prohibit that person fromworking at Stahl for a defined period of time or permanently;

 some contractors work at Stahl on a regular basis (in certain
cases daily). For this reason, they are more involved with Stahland, in a sense, operating under its management system andcriteria. If one of these “usual contractors” gets hurt in an
incident, the incident is reported and included in the company’s
injury KPI calculation;

 in terms of lost time (LTI KPIs), contractors are defined asworkers from an external company with which Stahl has a service
contract. If any such contractor is injured, the service company
provides a replacement the next day, ensuring that the service is
not interrupted. Therefore, the service company may report lost
time, but contractors are not (neither specific nor usual) includedin Stahl’s ‘number of days lost’ KPI.
Recorded and reported events

As mentioned before, the internal reporting system of Stahlfocusses on ensuring that all safety-related events are reported,from this data, and according to KPIs definition, calculations aredone.
In case new KPIs are introduced or current ones reviewed,
traceability is ensured as all recorded events are consistent with
reporting criteria.
Total Reported Injuries frequency rate

The Total Reported Injuries (TRI) frequency rate is calculated on thebasis of the number of total recorded number of injuries in the last
12 months over the total number of worked hours and referenced
to a base of 1,000,000 hours.

Severity rate

The severity rate is the number of lost working days due to injuries
in the last 12 months over the total number of worked hours andreferenced to a base of 1,000 hours.
Environmental indicators
EnergyThe energy consumption includes all energy sources consumed by
the Stahl production sites around the world. The figures indicated
do not include energy consumed by offices and laboratories thatare not geographically connected to one of the production sites.
Water

The water consumption includes all water sources consumed by the
Stahl production sites around the world. The figures do not include
water consumed by offices and laboratories that are notgeographically connected to one of the manufacturing sites.
Waste

The waste indicator includes all hazardous and non-hazardous
wastes generated by the Stahl production sites around the world.
The figures do not include waste generated by offices andlaboratories that are not geographically connected to one of the
production sites.
Furthermore, Stahl reports wastewater that is sent to an external
treatment center. This data only relates to the sites in Waalwijk,
Calhoun and Toluca. The other manufacturing sites have their own
wastewater treatment plant.
Consolidation and internal controls

The HR and SHE departments are responsible for consolidatingsocial and safety data based on the information provided by theGroup.
At each site, the SHE Manager reviews safety and environmental
data reported before the Group-level consolidation is performed.
The social data relating to the workforce are compared against theconsolidated data in the Group’s finance database for consistency.
Guidelines on calculation and reporting of indirect Scope 3
CO2 emissions
Reporting framework

Lost time injury frequency rate

The lost-time injury frequency rate is the number of accidents
involving the loss of one or more days of working time in the last 12
months over the total number of worked hours and referenced to abase of 1,000,000 hours.
In order to align LTI FR with TRI FR, the lost days considered in thiscalculation are those caused by injuries with medical treatment
level or higher.

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GHG Protocol Corporate Value Chain (Scope 3) Accounting andreporting Standard
The Greenhouse Gas Protocol (GHG Protocol) is amulti-stakeholder partnership of businesses, nongovernmentalorganizations (NGOs), governments, and others convened by theWorld Resources Institute (WRI) and the World Business Council for
Sustainable Development (WBCSD). Launched in 1998, the missionof the GHG Protocol is to develop internationally accepted
greenhouse gas (GHG) accounting and reporting standards andtools, and to promote their adoption in order to achieve a low
emissions economy worldwide.

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Reporting units and including of GHGs

For each Scope 3 category, total emissions of GHGs (CO2, CH4,
N2O, HFCs, PFCs, and SF6) are reported in metric tons of CO2
equivalent (CO2e), excluding biogenic CO2 emissions andindependent of any GHG trades, such as purchases, sales, ortransfers of offsets or allowances.
Accounting and reporting principles

The GHG Protocol requires companies to follow five principles intheir reporting:
1. relevance: ensure it appropriately reflects the GHG emissions of
the company and serves the decision-making needs of users –both internal and external;
2. completeness: account for and report on all GHG emission
sources and activities within the chosen inventory boundary;disclose and justify any specific exclusions;
3. consistency: use consistent methodologies to allow formeaningful comparisons of emissions over time, andtransparently document any changes to the data, inventory
boundary, methods, or any other relevant factors in the timeseries;4

4. transparency: address all relevant issues in a factual andcoherent manner, based on a clear audit trail; disclose any
relevant assumptions and make appropriate references to theaccounting and calculation methodologies and data sourcesused;
5. accuracy: ensure that the quantification of GHG emissions is
systematically neither over nor under actual emissions, as far as
can be judged, and that uncertainties are reduced as far aspracticable. Achieve sufficient accuracy to enable users to makedecisions with reasonable assurance as to the integrity of thereported information.
1. Relevance

Before calculating (in 2017), it was already assumed (based on
expert judgement and competitors) that category 1 would be thelargest category. Indeed the calculation model showed thatcategory 1 is the major contributor to CO2e emissions. To makesure the calculated categories reflect the GHG emissions of thecompany, Stahl places an emphasis on data quality and availabilityof its largest category: category 1 purchased goods and services.
Understandably the major contributor in this category are the raw
materials that Stahl buys from the chemical industry. It buys fromlarge international chemical companies who are increasingly able
to provide LCA data, including carbon footprint data on the raw
materials that Stahl buys from them. Other categories in category 1
are excluded from calculation and reduction strategies, as they
have a very small impact on the total footprint.

The table below shows the estimated impact of category 1 based on purchased goods and services in 2021 (based on spend in euros).
Cat. Category

Category details

Scope

1

Raw materials

Included

Water

Included

Packaging

Included

Maintenance contracts

Excluded

Office supplies

Excluded

0.4% (under review 2022)

Other services

Excluded

1.8% (under review 2022)

Purchased goods and services

2. Completeness

Screening to prioritize data collection: The Scope 3 standard
recommends that companies identify which Scope 3 activities are
expected to have the most significant GHG emissions, offer themost significant GHG reduction opportunities, and are most% of total

72.7% (2020 data)
2.2% (under review 2022)

relevant to the company’s business goals. Companies should begin
by conducting a screening process, using less specific data, todetermine the size of GHG emissions in each of the 15 categories.
Then each category can be examined to determine whether tofurther refine its emission estimates.

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Scoping the 15 emission categories (in- and exclusion)
In order to select (include or exclude from calculating) Scope 3 emissions categories that are relevant to Stahl, Stahl and RoyalHaskoningDHV selected those categories (out of the 15) in 2018 and 2021. The Scope 3 emission sources were rated on relevance basedon the following criteria:
Criterion

Description

Influence

The influence a reporting company has on reducing the emissions of a category. Since the end goal ofreporting is to reduce emissions, influence is the most used criterion to assess whether to include a categoryor not. Even if a company does not have (much) influence, it can still be relevant to report on a category
based on other criteria.

Size

The size of a group of products or services contribute significantly to the total expected Scope 3 emissions.
This criterion can be assessed on absolute volume of products as well as by material type.

Risk

The product or service constitutes a risk for the company. The risk can be, for example, financial, regulatory,
supply chain related, litigation related or reputational.

Stakeholders

Products or services important to key stakeholders of the company.

Outsourcing

Activities that are being outsourced to other companies. This also includes activities that have been
performed in-house previously or are being performed in-house by competitors.

Sector guidance

The company identifies activities as relevant sector-specific guidance.

Other

The company is free to add any other criteria for determining relevant activities. A well-known criterion isthe availability of data.

The table below shows the inclusion and exclusion of categories. The second table shows the reason for exclusion:

Table: inclusion and exclusion per category and methodology
Cat.

Category

Category details

Scope

1

Purchased goods
and services

Raw materials

Included

Methodology or Reason for exclusion

All purchased raw materials are included:
 for the top 30 raw materials, CO2 emissions have been calculated

by multiplying the quantity of the raw material with a relevant
emission factor (from supplier or ecoinvent). Quantities have been
estimated by multiplying the share of each top 30 raw material in
the total material use with the total material use; on a more detailed level, an analysis has been conducted of theCO2 emissions of the top 15 material groups. 12 of these
15 groups are already (partly) represented in the top 30 raw
materials. For these 12 groups it was calculated which amount of
raw materials are not already accounted for in the top 30 raw
materials. Emissions for these (unaccounted) quantities of the top
15 groups have been estimated using an average emission factor(per group), based on an average factors used for the top 30
emissions. For the remaining three groups, a general emission
factor has been selected;
 for the remaining material groups, the emissions are calculated byapplying an average emission factor (including the emission
factor for demineralized water) based on the already quantified
emissions.
Water

Included

Packaging

Included

Included in the raw materials purchased
All purchased packaging is included.
 Top 10 types of packaging used (in pieces) + Remaining packaging (as % of total weight)

Maintenancecontracts

ExcludedRepresents 2% or less of the total spend on goods and services(2021: 2%). Under review 2022.

Office supplies

ExcludedRepresents less than 5% of the total spend on goods and services(2021: 0.4%). Under review 2022.

Other services

ExcludedRepresents less than 5% of the total spend on goods and services(2021: 2-5%). Under review 2022.

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4

Cat.

Category

Category details

Scope

Methodology or Reason for exclusion

2

Capital goods

Facilities (plant,
office, lab)

Excluded

Data on realized new facilities in 2016 not available. Under review
2022.

VehiclesIncluded

Although estimated to be not significant (compared to the amountof new facilities and equipment purchased yearly), data is available
so this source is included.

Equipment

Included

Other chemical companies show substantial emissions in thiscategory.

Neighbor sprinklers

Excluded

Minor energy use compared to e.g. raw materials. Under review
2022.

Partner exclusively
producing for Stahl

Excluded

Minor energy use compared to e.g. raw materials. Under review
2022.

3

4

5

6

Fuel- andenergy-related
activities (notincluded in Scope 1
or Scope 2)

Upstreamtransportation anddistribution

Manufacturing

Excluded

Included in category 1.1 (PFRs). Under review 2022.

Electricity & fossil
fuel use

Included

Although estimated to be not significant, data is available, so thecategory was included.

Transport from Tier 1 Included
suppliers to Stahl(not owned orcontrolled).

Available transport data for Waalwijk, including information about
weight, destination, type of transport (internal/external, paid for by
Stahl or not) and mode of transport, has been extended to include
estimations for travelled distance per destination.
 Distances by truck have been estimated using Google Maps;distance by plane has been estimated by using
http://www.worldatlas.com/travelaids/flight_distance.htm.
Distance by ship has been estimated using distance by plane andmultiplying that distance by 1.25 to correct for non linea recta
shipping movements.
 Based on this, tkm1 per modality and per type of transportation
have been calculated. Destinations for which the distances were
not specified, have been estimated by the share in the total tripsof which the distance was known.
 Intercompany trips were adjusted for by a correction factor of
50%, as they consist of both outbound and inbound transports.
 Extrapolation from Waalwijk data to global data has been done
based on the amounts (kg) shipped from Waalwijk versus
amounts shipped globally.
Under review 2022.

Transport paid forby Stahl

Included

Under review 2022.

Waste generated inoperations (goingout)

Hazardous waste:solid and liquid

Included

Data available. This can be influenced by Stahl as more efficient
production can reduce waste. Under review 2022.

Non-hazardous
waste: solid andliquidIncluded

Business travel

Taxi

Excluded

Airplane (short< 700 km, medium,long > 2,500 km)

Included

No data available, estimated to have a very low impact (taxi is usedby employees mainly to get to the airport, when possible trains areencouraged). Under review 2022.
Air travel – flights (tons)
 Leg distance < 700 km
 Leg distance 700-2,500 km
 Leg distance > 2,500 km

Private cars (tons) used for business purposes, per fuel type:
gasoline, diesel, LPG, fuel type unknown, hybrid diesel, hybrid
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Category

Category details

Scope

Methodology or Reason for exclusion

7

Employeecommuting

Personal cars

Excluded

No data available, estimated to have a very low impact. Under
review 2022.

Public transport

Excluded

No data available, estimated to have a very low impact. Under
review 2022.

Machines leased bysuppliers

ExcludedNot applicable

Buildings

ExcludedNot applicable (hired buildings are included in Scope 1 and 2)

8

Upstream leased
assets9

Downstream
transportationand distribution

Transport toIncludedcustomers(not paid for by Stahl)

Relatively small emissions, but some data available.

10

Processing of soldproducts

Application
technique: roller
coating

Excluded

Possibly significant emissions but no reliable data available.

Application
technique: spraying

Excluded

Possibly significant emissions but no reliable data available.

Wet-end products
for chemicaltreatment

ExcludedToo diverse treatment processes – difficult to quantify or estimate.
three out of four competitors for whom Scope 3 emissions wereanalyzed do not report cat. 10 emissions as they are very difficult toquantify.

11

Use of sold products

CO2 emissions
when customers
use and/or maintain
Stahl products

Excluded

Stahl chemicals are not burnt as are fossil fuels and do not releasesignificant quantities of greenhouse gasses during use orapplication. Therefore this category is not applicable. Otherchemical companies do report on this scope, but unlike Stahl's
products theirs are burnt or release greenhouse gas emissions suchas methane, during application.

12End-of-life treatmentof sold products

End-of-life emissionsof end products

Included

Very conservative estimation. End-of-life emissions from soldfinished goods have been estimated by assuming a carbon content
of 80% and the assumption that all (100%) finished goods (i.e.
coatings on leather) will be incinerated at the end of the productlifecycle. Uncertainty is estimated to be in the order of 25% percent
of total emissions from end-of-life treatment of sold products. Under
review 2022.

13

Downstream leased
assets

Machines leased bycustomers

Excluded

Minor and incidental (same for other chemical companies)

14

Franchises

Activities owned by
Stahl throughfranchising

ExcludedNot applicable for Stahl (no franchises)

15

Investments

Activities owned by
Stahl throughinvestments

ExcludedNot applicable for Stahl (no major external investments)

3. Consistency

4. Transparency

 Emission factors for the main category 1 are extracted from a

Transparency relates to the degree to which information on theprocesses, procedures, assumptions and limitations of the GHG
inventory are disclosed in a clear, factual, neutral, and understandable
manner based on clear documentation (i.e., an audit trail). By
disclosing its “Calculation and reporting methodology of indirect
Scope 3 CO2 emissions guidelines”, Stahl provides its calculation
method and presents the data included therein. The results of its
calculations are also communicated externally, e.g. in the Wendel
Universal registration document and Stahl’s ESG report every year.

LCA software tool (SimaPro). ESG team will track and update theemission factor annually or are updated based on supplier data
(if they meet the LCA criteria).

 Every year (at least once a year) emission factors are reviewed
internally (SimaPro) and when needed or desired externally (forexample by Royal Haskoning, Avieco, Ernst&Young andDeloitte).

 Stahl aligns as much as possible its approach with LCA and LCI(which is compliant to ISO 14040 and 14044) for our Scope 3
calculation.

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5. Accuracy

Quantification of Scope 3 emissions may go into any degree of
detail. E.g. it is possible to calculate the CO2-emissions associatedwith a single bolt or screw in a production facility. Though such alevel of detail is possible, it is not necessarily of value-add to theresults of the Scope 3 emission calculations. This means that it is ofgreat importance to focus the scope of the calculation and to selectthe most relevant emission sources.
Uncertainties

Aligned with the GHG Protocol, the reporting methods for certain
CO2 indicators for Scope 3 emissions may have certain limitations
due to the pragmatic considerations of collecting and consolidating
the relevant data. For CO2e emissions from Scopes 1, 2 and 3, there
are uncertainties due to the intrinsic uncertainties from emission
factors. Increasingly using LCA data for conversion factors will makethese data more accurate. Stahl reports Scope 3 emission in a rangeof 30 million CO2e, since indirect emissions are an estimatedcalculation as per the GHG protocol.

4

The source of its emission factors for Scope 1, 2 and 3 are:

 oil: IPCC, guidelines for National Greenhouse Gas Inventories,
volume 2;

 gas: IPCC, guidelines for National Greenhouse Gas Inventories,
volume 2; steam: emission Factors for Greenhouse Gas Inventories; electricity: Ecometrica (2011) electricity-specific emission factors
for grid electricity;

 Scope 3 raw materials: SimaPro/Ecoinvent 3.6, Method: IPCC
2013 GWP 100a V1.03/Greenhouse Gas Protocol V1.02;

 Scope 3 fuel- and energy-related activities: DEFRA factors 2017;
 Scope 3transport: SimaPro/Ecoinvent 3.6, Method: IPCC
2013 GWP 100a;

 Scope 3

waste:
2013 GWP 100a;

SimaPro/Ecoinvent

3.6,

Method:IPCC

 Scope 3 end of life: expert judgement.

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Report of one of the Statutory Auditors, appointed as independent third party $/768:6065/60:1/%:,:;:68=;.2:689
,77625:/.,925./7/5./5::128.7,8:=
65>:1/></8202-,:26560:1/-659632.,:/.
565025,5-2,37/80684,5-/9:,:/4/5:
This is a free English translation of the report by one of the Statutory
Auditors issued in French and is provided solely for the convenienceof English-speaking readers. This report should be read in
conjunction with, and construed in accordance with, French law andprofessional standards applicable in France.
Year ended December 31, 2021
To the Shareholders’ Meeting,In our capacity as Statutory Auditor of Wendel SE (hereinafter the“Company”), appointed as independent third party (“third party”)
and accredited by the French Accreditation Committee (Cofrac),
under number 3-1048 (Cofrac Inspection Accreditation, no. 3-1048,
scope available at www.cofrac.fr) and currently adapting ourmanagement system as required by the Cofrac for thisaccreditation (from ISO17020 to ISO 17029), we have conducted
procedures to express a limited assurance conclusion on thehistorical information (observed or extrapolated) in the
consolidated non-financial performance statement, prepared inaccordance with the Company’s procedures (hereinafter the“Guidelines”), for the year ended December 31, 2021 (hereinafter
the “Information” and the “Statement”, respectively), presented in
the Group management report pursuant to the legal and regulatory
provisions of Articles L. 225-102-1, R. 225-105 and R. 225-105-1 of
the French Commercial Code (code de commerce).
Conclusion

Accordingly, the Information must be read and interpreted withreference to the Guidelines, summarised in the Statement andavailable on the Company’s website or on request from theheadquarters of the Company or its portfolio companies.
Limits inherent in the preparation of the information relating to
the Statement
The Information may be subject to uncertainty inherent to the stateof scientific and economic knowledge and the quality of external
data used. Some information is sensitive to the choice of
methodology and the assumptions or estimates used for its
preparation and presented in the Statement.
Responsibility of the Company
The Executive Board is responsible for:

 selecting or determining the appropriate criteria for the
preparation of the Information;

 preparing a Statement pursuant to legal and regulatory
provisions, including a presentation of the business model, adescription of the main non-financial risks, a presentation of thepolicies implemented with respect to these risks as well as theoutcomes of these policies, including key performanceindicators and the information set-out in Article 8 of Regulation(EU) 2020/852 (Green taxonomy); implementing such internal control as it determines is necessary
to enable the preparation of Information that is free frommaterial misstatement, whether due to fraud or error.

Based on our procedures as described in the section “Nature andscope of procedures” and the evidence we have obtained, nomaterial misstatements have come to our attention that cause us tobelieve that the non-financial performance statement does notcomply with the applicable regulatory provisions and that theInformation, taken as a whole, is not fairly presented in accordancewith the Guidelines.

The Statement has been prepared by applying the Company’s
Guidelines as referred to above.

Preparation of the non-financial performance statement

Based on our work, our responsibility is to express a limited
assurance conclusion on:

The absence of a generally accepted and commonly usedreference framework or established practices on which to base theassessment and measurement of the Information enables the use ofdifferent but acceptable measurement techniques that may impact
comparability between entities and over time.

330  - Universal registration document 2021

Responsibility of the Statutory Auditor appointed as independent
third party

 the compliance of the Statement with the requirements ofArticle R. 225-105 of the French Commercial Code; the fairness of the information provided pursuant to part 3 ofsections I and II of Article R. 225-105 of the French Commercial
Code, i.e. the outcomes of policies, including key performanceindicators, and measures relating to the main risks, hereinafter
the “Information.”C?=,49,9.4,7 91:=8,?4:9
Report of one of the Statutory Auditors, appointed as independent third party

As it is our responsibility to issue an independent conclusion on theinformation prepared by management, we are not authorised toparticipate in the preparation of the Information, as this could
compromise our independence.
It is not our responsibility to provide a conclusion on:

 the Company’s compliance with other applicable legal and4

We consider that the procedures conducted in exercising our
professional judgement enable us to express a limited assurance
conclusion:

 We familiarized ourselves with the activities of all companies in
the consolidation scope and the description of the principal
risks.

regulatory provisions (particularly with regard to the information
set-out in Article 8 of Regulation (EU) 2020/852 (Green
taxonomy), the duty of vigilance and the fight against corruption
and tax evasion); We assessed the suitability of the Guidelines with respect to the fairness of information set-out in Article 8 of Regulation (EU) We verified that the Statement covers each category of

2020/852 (Green taxonomy); the compliance of products and services with the applicableregulations.
Applicable regulatory provisions and professional guidance
We performed the work described below in accordance with
Articles A. 225-1 et seq. of the French Commercial Code, theprofessional guidance issued by the French Institute of Statutory
Auditors (Compagnie Nationale des Commissaires aux Comptes)
relating to this engagement and acting as the verification
programme and with the international standard ISAE 3000
(revised).
Independence and quality control
Our independence is defined by Article L. 822-11-3 of the French
Commercial Code and French Code of Ethics for Statutory Auditors(Code de déontologie). In addition, we have implemented a systemof quality control including documented policies and procedures
aimed at ensuring compliance with applicable legal and regulatory
requirements, ethical requirements and the professional guidanceissued by the French Institute of Statutory Auditors (Compagnie
Nationale des Commissaires aux Comptes) relating to thisengagement.
Means and resources
Our work engaged the skills of eight people between
November 2021 and March 2022 and took a total of eighteen
weeks.
To assist us in conducting our work, we referred to our corporatesocial responsibility and sustainable development experts. We
conducted around thirty interviews with people responsible forpreparing the Statement.
Nature and scope of procedures
We planned and performed our work taking account of the risk ofmaterial misstatement of the Information.

their relevance, completeness, reliability, neutrality and clarity,
taking into account, where appropriate, best practices within the
sector;information stipulated in section III of Article L. 225-102-1
governing social and environmental affairs, respect for humanrights and the fight against corruption and tax evasion;

 We verified that the Statement provides the information
required under Article R.225-105 II of the French Commercial
Code where relevant with respect to the principal risks, andincludes, where applicable, an explanation for the absence of
theinformation
requiredunder
Article L.225-102-1 III,
paragraph 2 of the French Commercial Code; We verified that the Statement presents the business model anda description of the principal risks associated with the activitiesof all the consolidated entities, including where relevant andproportionate, the risks associated with their business
relationships, their products or services, as well as their policies,
measures and the outcomes thereof, including key performanceindicators associated to the principal risks; We referred to documentary sources and conducted interviewsto: assess the process used to identify and confirm the principal

risks as well as the consistency of the outcomes, including the
key performance indicators used, with respect to the principal
risks and the policies presented, and corroborate

the qualitative information (measures andoutcomes) that we considered to be the most important(1); forcertain information, our work was carried out on the
consolidating entity, while for other information, our work was
carried out on a selection of entities;

 We verified that the Statement covers the consolidated scope,i.e. all companies within the consolidation scope in accordancewith Article L. 233-16, with the limits specified in the Statement.

 We obtained an understanding of internal control and risk
management procedures implemented by the Company andassessed the data collection process aimed at ensuring thecompleteness and fairness of the Information;(1) Qualitative information at Wendel level: Update of the policy on the prevention of the corruption and follow-up on Wendel protect implementation,
Assessment and management of portfolio companies' exposure to physical and transition climate risks (alignment with TCFD), Integration of ESG
throughout the Investment Cycle, Evolution of the ESG roadmap. Qualitative information at the level of Stahl, Constantia Flexibles and CPI: Policies
and measures implemented to improve health and safety of employees at work, Policies and measures implemented to prevent climate change,
Measures implemented to promote a better gender balance on the workforce, Priorities identified for offering sustainable products and services
and related action plans defined.

 - Universal registration document 2021

331

4

C?=,49,9.4,7 91:=8,?4:9
Report of one of the Statutory Auditors, appointed as independent third party

 For the key performance indicators and other quantitative
outcomes(1) that we considered to be the most important, we
implemented:
 analytical procedures that consisted in verifying the correct

consolidation of collected data as well as the consistency ofchanges thereto; substantive tests, on a sample basis and using other selection

methods, that consisted in verifying the proper application ofdefinitions and procedures and reconciling data withsupporting documents. These procedures were conducted fora selection of contributing entities and sites(2) and covered: for Stahl, between 5% and 13% of selected information forthis subsidiary; for Constantia Flexibles, between 1% and 6% of selected for CPI, 100% of selected information for this subsidiary; for Wendel SE, 100% of selected information for thissubsidiary.

 We have been informed of the work and the conclusion of
Bureau Veritas’ independent third party.

 We assessed the overall consistency of the Statement in relation
to our knowledge of the entire Company.
The procedures conducted in a limited assurance review aresubstantially less in scope than those required to issue a reasonableassurance opinion in accordance with the professional guidelinesof the French National Institute of Statutory Auditors (Compagnie
Nationale des Commissaires aux Comptes); a higher level ofassurance would have required us to carry out more extensive
procedures.

information for this subsidiary;

Paris-La Défense, March 17, 2022
One of the Statutory Auditors,
DELOITTE & ASSOCIÉSMansour Belhiba
PartnerJulien Rivals
Partner, Sustainability Services(1) Quantitative information at Wendel level: Headcount (by gender and category), Hires, Departures, Percentage of women among employees inmanagement position and at Supervisory Board level, Energy consumption, Direct GHG emissions (scopes 1+2+3), CO2 eq emissions intensity
scopes 1+2+3 per employee. Consolidated quantitative information at Wendel level: Percentage of the Investment Opportunities screened with
the Exclusion List, Percentage of the Investment Opportunities subject to the ESG Due Diligence, Percentage of controlled portfolio companies
with an ESG roadmap, Percentage of CEOs in the controlled portfolio whose variable compensation is contingent on progress on their ESG
roadmaps, Percentage of controlled portfolio companies for which a carbon footprint assessment has been realized, Percentage of controlled
portfolio companies calculating their carbon emissions in scopes 1 and 2, Percentage of controlled portfolio companies having estimated theirscope 3 carbon emissions, CO2 eq emissions of scopes 1+2, Percentage of portfolio companies that have assessed their exposure to physical andtransition climate change risks and opportunities, Percentage of controlled portfolio companies using renewable energy for more than 10% of
their energy consumption, Percentage of controlled portfolio companies that have an environmental management system (in particular via ISO
14001 certification) for all or part of their activities, Percentage of controlled portfolio companies have adopted a continuous improvement
approach to health and safety in the workplace, Lost-time accident frequency rate (per 1,000,000 hours worked), Workplace accident severity rate
(per 1,000 hours worked), Percentage of controlled portfolio companies with a health and safety management system (in particular OHSAS
18001/ISO 45001) for all or part of their scope of activity, Percentage of controlled portfolio companies committed to improving gender balance intheir workforce, Percentage of women in the total headcount, Percentage of women in management positions, % of women in shareholder
governance bodies (Board of Directors or Supervisory Board as appropriate), Percentage of % of women in operational governance bodies(Management Committee or Executive Committee as appropriate), Percentage of controlled portfolio companies. have identified priorities foroffering sustainable products and services and have defined related action plans, Percentage of consolidated revenue related to products andservices with environmental and/or social added value.
(2) Wendel SE, Stahl : Leinfelden (Allemagne), Constantia Flexibles : C-Teich (Poland), CPI

332  - Universal registration document 2021

5
"
!&%"!
%+$ +%%!
&>! %!&  >%&& &%
5.1.1
5.1.2
5.1.3
5.1.4
5.1.5

Consolidated income statement –accounting presentation
Consolidated income statement –economic presentation
Business overview
Consolidated balance sheet
Breakdown of principal changes
in the consolidated balance sheet



5.2.1
5.2.2

334
335
336
338



Income statement
Balance sheet

341
342

&%%&(' (
5.3.1


339

 +%%!&"$ &!" +  
%&& &%NAV as of December 31, 2021

343

%"$&%>!>$  - Universal registration document 2021



333

5

:8809?>:94>.,7+0,=
Analysis of the consolidated financial statements 9,7D>4>:1?30F.:9>:74/,?0/149,9.4,7F>?,?0809?> :9>:74/,?0/49.:80>?,?0809?G,..:@9?492;=0>09?,?4:9
The Wendel Group consolidates: fully consolidated: the holding companies and subsidiaries overwhich Wendel exercises exclusive control: Bureau Veritas(certification and verification services), Constantia Flexibles(flexible packaging), Cromology (production and distribution ofpaints), Stahl (coatings layers and surface treatments for flexible
materials) and CPI (Training Services); using the equity method: companies in which Wendel has
significant influence or joint control, namely IHS: until the date of

In millions of euros

Net sales
Operating income

the IPO when the Group lost its significant influence over thisinvestment (telecommunications infrastructure), and Tarkett(innovative flooring and sports surfaces solutions).
The contribution of companies sold or held for sale are presented,
in accordance with IFRS, in a separate line of the income statement
entitled “Net income from discontinued operations and operations
held for sale” for each year presented. Accordingly, the income
statement item “net income from discontinued operations or held
for sale” mainly represents Cromology’s contribution.

2021

2020

2019

7,503.9

6,831.7

8,110.5

807.6

262.4

725.7

Net financial expense-156.4-221.4-268.0

Income taxes-232.0-115.6-249.1

Net income (loss) from equity-method investments

919.5

-63.3

-78.2

1,338.6-137.8130.3

NET INCOME BEFORE INCOME FROM DISCONTINUEDOPERATIONS AND OPERATIONS HELD FOR SALE
Net income from discontinued operations and operations
held for sale
NET INCOME
Net income – non-controlling interests

37.7

-93.1

495.3

1,376.4-231.0

625.6

329.5

33.1

225.8

1,046.9-264.1

399.7

2021

2020

ChangeOrganic growth(1)Bureau Veritas

4,981.1

4,601.0

8.3%

9.4%

Constantia Flexibles

1,603.4

1,505.3

6.5%

4.2%

831.3

669.4

24.2%

25.4%

88.2

56.0

57.6%

58.8%

7,503.9

6,831.7

9.8%

10.2%

NET INCOME, GROUP SHARE

Consolidated net sales
In millions of euros

Stahl
CPI
Consolidated net sales(2)(1) Organic revenue growth is calculated at Group level and for each activity, based on a constant scope of consolidation and exchange rates overcomparable periods. At constant scope of consolidation, data are restated for the impact of changes in the scope of consolidation over a 12-month
period. At constant exchange rates, data for the current year are restated using exchange rates for the previous year.
(2) Comparable sales for fiscal year 2021 represent €6,831.7 million, compared with €7,459.2 million reported in 2020. The difference(€627.6 million) corresponds to Cromology’s sales, classified as assets held for sale. In accordance with IFRS 5, the contribution of this company
has been reclassified as “Net income from discontinued operations or operations held for sale”.

334  - Universal registration document 2021

:8809?>:94>.,7+0,=
Analysis of the consolidated financial statements

5 :9>:74/,?0/49.:80>?,?0809?G0.:9:84.;=0>09?,?4:9
The consolidated income statement reflects the aggregate
earnings of the various equity investments held by Wendel. Theseare either fully consolidated or accounted for by the equity method.
As such, the accounting presentation of the income statement does
not allow for a direct, in-depth analysis. For this reason, Wendel

regularly provides an income statement prepared on an economic
basis. The definition of economic presentation and a conversion
from the accounting presentation to the economic presentation are
included in note 8 to the consolidated financial statements, entitled“Segment information”.

In millions of euros

2021

2020

2019

Bureau Veritas

509.2

302.8

477.7

Stahl

113.9

78.3

94.3

Constantia Flexibles

50.9

49.5

44.2

Cromology

52.4

15.6

-19.2

CPI

7.8

-2.6

IHS (equity method)

27.7

-5.3

Tarkett (equity method)

3.0

-

-

-

-

58.5

Allied Universal (equity method)-60.9

Dividend from Saint-Gobain

-

-

4.1

Tsebo

-

-7.6

-9.2

765.0

430.7

589.5

367.4

191.5

233.6

Operating expenses, Management fees and taxes

-62.7

-55.1

-68.3

Amortization, provisions and stock-option expenses

-11.1

-9.7

-4.4

Total operating expenses

-73.8

-64.8

-72.7

Total contribution from Group companiesof which Group share

Total financial expenses

-37.5

-49.4

-67.9

Net income from operations

653.7

316.4

449.7

of which Group share

256.2

77.3

85.4

Non-recurring income

833.9-376.5321.0

Impact of goodwill allocation-111.2-171.0-145.1

Total net income

1,376.4-231.0

625.6

329.5

33.1

225.8

1,046.9-264.1

399.7

Net income – non-controlling interests
NET INCOME, GROUP SHARE - Universal registration document 2021

335

5

:8809?>:94>.,7+0,=
Analysis of the consolidated financial statements @>490>>:A0=A40B
Wendel Group’s consolidated sales totaled €7,504 million, up 9.8%
overall and up 10.2% organically, thanks to the strong reboundfollowing COVID-19 which affected the Group in 2020.
The overall contribution of Group companies to net income fromoperations amounted to €653.7 million and has more than doubled
compared to 2020 (+106.5%), as all portfolio companies haveregistered strong increases in their earnings, with Bureau Veritas
being the largest contributor, as it benefited from a very strong
recovery after the COVID-19 lockdowns in 2020.
Financial expenses, operating expenses and taxes totaled €111.3
million, down 2.5% from the €114.2 million reported in 2020. As in
the previous year, financial expenses have continued to decrease,
and were down 24.0% in 2021 as a result of the unwinding of crosscurrency swaps in March 2021 which generated savings of €25
million of yearly financial expenses to Wendel over 2021 and 2022,
partially offset by the increase in operating expenses under theeffect of a strong bidding activity.
Non-recurring income came in at €846.3 million, compared to aloss of €105.7 million in 2020. This change is largely due to theaccounting treatment of the deconsolidation of IHS Towers
following its IPO.
As a result, consolidated net income reached €1,376.4 million(€-231.0 million loss in 2020) and net income Group share €1,046.9
million (€-264.1 million loss in 2020).
2021 activity for each of the Group’s shareholdings is provided inPart 1.4 of this document.

Highlights 2021
Wendel partners with the Deconinck family to acquire shares ofTarkett and to support the growth of the company
As part of its 2021-24 investment strategy, Wendel has teamed up
with the Deconinck family to form Tarkett Participation, which will
support Tarkett’s growth. This investment was accompanied by anoffer to acquire Tarkett shares. According to the terms of thepartnership, Wendel will hold up to 30% of Tarkett Participation,
alongside the Deconinck family. The Deconinck family will maintaina controlling stake in the company. On October 26, 2021, Tarkett
Participation announced that it held, directly or indirectly, 90.41%
of Tarkett’s share capital (compared with 86.27% following theclose of the simplified tender offer on July 9, 2021). Minority
shareholders of Tarkett now hold less than 10% of share capital andvoting rights. Tarkett Participation could contemplate a potential
squeeze-out procedure, in accordance with the regulation, but thisis not on the table at this time. Tarkett Participation is a company
controlled by the Deconinck family, alongside Wendel. Wendel has

336  - Universal registration document 2021

invested a total of €222 million for a total stake of 25.9% of Tarkett
Participation’s capital, representing a 23.4% ownership of Tarkett.
Josselin de Roquemaurel, Wendel’s Executive Vice-President andManaging Director of Wendel, joined Tarkett S.A.’s Supervisory
Board as an Observer on July 29, 2021.
The disposal of Cromology generated €896 million in proceeds for
WendelIn November 2021, Wendel signed an agreement with DuluxGroupto sell Cromology.
The entire stake in Cromology was sold to DuluxGroup on January
20, 2022 for an enterprise value of €1,262 million and net proceedsof €896 million for Wendel. This amount represents approximately
1.6 times Wendel’s total investment in the Materis Group since
2006.
IHS IPOIn October 2021, IHS Towers was listed on the New York Stock
Exchange.
Post listing, Wendel does not have any significant influence over
IHS, as no Wendel employee sits on the Supervisory Board and theshareholders’ agreement has been updated for the public status of
IHS. As per IFRS, from an accounting perspective, the listing of IHS
has been treated as an “exit” from the equity method investment,
generating a €913 million capital gain (corresponding to thedifference between the IPO value and the net book value in
Wendel’s financial statements), despite Wendel not having sold any
share of IHS. As a result, IHS Towers has been accounted for as afinancial asset at fair value since the IPO, with changes in value
being booked in equity. Following the share price drop between
the IPO and December 31, 2021, a loss of €357 million has been
booked in equity.

Strong financial structure Gross debt as of the end of December 2021 stood at €1,619
million, with a net cash position of €650 million resulting in a net
debt of €969 million. LTV ratio was 10.3%. Pro forma thedisposal of Cromology and the ACAMS transaction, net debt
would stand at €378 million and LTV would have stood at 4.3%,
as of December 2021.

 Total liquidity of €1.4 billion as of December 31, 2021, including€650 million of cash and a €750 million committed credit facility(fully undrawn). Pro forma the issuance of €300 million in
January 2022, the disposal of Cromology, the ACAMS
acquisition and the early repayment in whole of the bondmaturing in October 2024, total liquidity would stand at c. €1.8
billion.

:8809?> :9 4>.,7 +0,=
Analysis of the consolidated financial statements

 Improvement of debt maturity and cost following two bondissues benefiting from favorable market conditions:
 successful placement of €300 million ten-year bonds at 1.0%

coupon on May 26, 2021. Proceeds from this offering wereused for the early and full repayment, on July 1, 2021, of
bonds otherwise maturing in April 2023;
 successful issue of €300 million 12-year bonds at 1.375%

coupon on January 16, 2022;
 on March 18, Wendel announced it is exercising the

make-whole redemption of the bonds maturing in October
2024 with outstanding principal of €500 million (ISIN5FR0012199156) and bearing interest at 2.750% at a pricedetermined in accordance with the terms and conditions of
the bonds. This initiative will further optimize the cost and thematurity of Wendel’s debt. Pro forma the issuance of €300
million in January 2022 and of this repurchase, Wendel
average maturity would be extended to 7.2 years and its
average weighted cost of debt lowered to 1.7%.

 Investment grade corporate ratings: Moody's Baa2 with stable
outlook/ S&P BBB with stable outlook.

 ESG targets now embedded in the financial terms of theundrawn €750 million syndicated credit.

 - Universal registration document 2021

337

5

:8809?>:94>.,7+0,=
Analysis of the consolidated financial statements :9>:74/,?0/-,7,9.0>300?
The following table shows the principal changes that took place inthe consolidated balance sheet in 2021. For the purposes of thisanalysis and to clarify the readability of aggregates, certain line
items of a similar nature have been combined for their net value.
ASSETS (in millions of euros)

Accordingly, financial debt is presented net of Wendel’s pledged
cash and cash equivalents and short-term financial investments.
Financial assets and liabilities are also presented net of these items.

12/31/2021

12/31/2020

12/31/2019

Goodwill, net

3,511

3,489

4,112

Intangible assets and property, plant & equipment

2,629

2,801

3,060

Property, plant and equipment under operating leases

428

530

537

Equity-method investments

216

225

294

Net working capital requirements

412

356

627

Net assets and operations held for sale

342

8

40

7,538

7,410

8,670

TOTAL

LIABILITIES (in millions of euros)

12/31/2021

12/31/2020

12/31/2019

Shareholders’ equity – Group share

2,601

2,004

2,423

Non-controlling interests

1,587

1,284

1,393

378

460

461

2,950

2,779

3,546

Operating lease liabilities

472

583

591

Net financial assets and liabilities

-630

111

57

Provisions
Net financial debt

Net deferred tax liabilities
TOTAL

338  - Universal registration document 2021

179

190

200

7,538

7,410

8,670

:8809?>:94>.,7+0,=
Analysis of the consolidated financial statements

5 =0,6/:B9:1;=49.4;,7.3,920>49F?30.:9>:74/,?0/
-,7,9.0>300?
GOODWILL AS AT 12/31/2020
Changes in scope of consolidation

3,489
57

Reclassification under “Operations held for sale”-177

Currency fluctuations and other

142

GOODWILL AS AT 12/31/2021

3,511

INTANGIBLE ASSETS AND PROPERTY, PLANT & EQUIPMENT AS AT 12/31/2020

2,801

Investments

258

Divestments-11

Depreciation/Amortization and provisions recognized during the year

-386

Reclassification under “Operations held for sale”-236

Changes in scope

141

Currency fluctuations and other62

INTANGIBLE ASSETS AND PROPERTY, PLANT & EQUIPMENT AS AT 12/31/2021
EQUITY-METHOD INVESTMENTS AS AT 12/31/2020

2,629
225

Net income for the year:
 IHS
 Tarkett922-3

Changes in scope:
 IHS
 TarkettCurrency fluctuations and other
EQUITY-METHOD INVESTMENTS AS AT 12/31/2021-1,154213
12216

ASSETS AND LIABILITIES HELD FOR SALE AS AT 12/31/2020

8

Reclassification of Cromology under “Operations held for sale”

337

Currency fluctuations and other
ASSETS AND LIABILITIES HELD FOR SALE AS AT 12/31/2021-3
342

CONSOLIDATED SHAREHOLDERS’ EQUITY – GROUP SHARE – AS AT 12/31/2020

2,004

Net income for the year

1,047

Items of comprehensive income-364

Dividend paid by Wendel-127

Net share buybacks-25

Currency translation reserves

102

Share-based payments

21

Other

-57

CONSOLIDATED SHAREHOLDERS’ EQUITY – GROUP SHARE – AS AT 12/31/2021

2,601 - Universal registration document 2021

339

5

:8809?>:94>.,7+0,=
Analysis of the consolidated financial statements

NET FINANCIAL ASSETS AND LIABILITIES AS AT 12/31/2020-111

Minority puts and liabilities related to liquidity commitments-54

Minority puts in operating subsidiaries-53

Accounting at fair value of IHS shares

785

Change in fair value of Wendel Lab's portfolio

41

Cash pledged by Constantia Flexibles

83

Unwinding of Wendel’s cross currency swap

-65

Currency fluctuations and other3

NET FINANCIAL ASSETS AND LIABILITIES AS AT 12/31/2021

In millions of euros

NET FINANCIAL DEBT AS AT 12/31/2020

630

Wendel & holding
companies

Subsidiaries

Total Group

546

2,816

3,362

Main cash flows of Wendel and its holding companies:“Recurring” operating expenses, management fees, and tax

74“Recurring” financial costs (excluding accounting effects)of Wendel and its holding companies

38

Dividends paid to minority interests

127

Acquisition of Tarkett

225

Main cash flows of subsidiaries
Net cash flow from operating activities-1,482

Net finance costs

113

Net cash flows related to taxes

270

Net acquisition of property, plant & equipment and intangible assets

233

Dividends paid to minority interests

118

Other cash flows
Net buybacks of treasury shares

25

Unwinding of Wendel’s cross currency swap

-40

-24

Pledged cash from operating subsidiaries

83

Impact of changes in the scope of consolidation(1)

247

Other

-32

86

NET FINANCIAL DEBT AS AT 12/31/2021

962

2,460

(1) This item includes the reclassified cash from Cromology at the date of its reclassification under operations held for sale for €77 million,
the acquisition price of Propak by Constantia Flexibles for €122 million and the effects of acquisitions and sales during the fiscal year of
Bureau Veritas for €47 million.

340  - Universal registration document 2021

3,422:8809?>:94>.,7+0,=
Analysis of the parent company financial statements5 9,7D>4>:1?30;,=09?.:8;,9D149,9.4,7>?,?0809?> 9.:80>?,?0809?
In millions of euros

Income from investments in subsidiaries and associates
Other financial income and expenses
FINANCIAL INCOME

2021

2020

2019

263

200

5,239

16

-55

-64

279

145

5,175

Operating income

-31

-27

-35

NET INCOME BEFORE EXCEPTIONAL ITEMS AND TAX

248

118

5,139

Exceptional items

422

-144

-3,276

Income taxes

0

0

3

NET INCOME

669

-27

1,866

Income before exceptional items and tax was €248 million in 2021
compared with €118 million in 2020. The increase compared to theprevious year corresponds essentially to an increase in interim
dividends received from subsidiaries €263 million in 2021
compared to €200 million in 2020 for Wendel Luxembourg, EUFOR
and Oranje-Nassau Groep(1).

The increase in financial income is mainly due to the €39.5 million
income from the settlement of currency hedging swaps in 2021.
At December 31, 2021, non-recurring income of €422 million
mainly comprises changes in impairment on assets related tosubsidiaries, as well as an exceptional expense of €8 million
resulting from the early redemption of the 2023 maturity bond.

(1) Wholly-owned subsidiaries.

 - Universal registration document 2021

341

5

:8809?>:94>.,7+0,=
Analysis of the parent company financial statements ,7,9.0>300?
ASSETS (in millions of euros)

12/31/2021

12/31/2020

12/31/2019

Property, plant & equipment

1

1

-

Intangible assets

1

2

2

Non-current financial assets

7,933

7,464

7,611

Net intra-Group receivables

575

67

27

Net WCR

-10

2

-7

Cash and marketable securities

684

1,105

1,172

Treasury instruments

-

65

14

Redemption premium

7

2

3

9,188

8,707

8,823

12/31/2021

12/31/2020

12/31/2019

7,537

6,992

7,139

30

28

47
1,619

TOTAL

LIABILITIES (in millions of euros)

EquityProvisions
Financial debt

1,619

1,620

Redemption premium

2

2

3

Valuation differences on treasury instruments

-

65

14

9,188

8,707

8,823

TOTAL

The €469 million change in non-current financial assets at
December 31, 2021 is mainly due to the impact of changes in
impairments on Wendel treasury shares and investments, as
Wendel Luxembourg indirectly holds the portfolio of unlisted
assets, Oranje-Nassau Groep and Eufor, which holds the stake in
Bureau Veritas.
The change in net receivables from subsidiaries of €507.8 million ismainly due to the following factors:

 the financing of Wendel Luxembourg for the €224 million
investment in Tarkett Participation;

The change in cash and cash equivalents of -€421 million over the2021 fiscal year is mainly due to: the financing of Wendel Luxembourg for the €224 million
investment in Tarkett Participation;

 the €57 million Bureau Veritas dividend loaned by Eufor throughthe current account; the Wendel dividend paid in 2021 for an amount of €126.6
million; the buyback of Wendel shares for €24.8 million; and distributions

 the cost of debt and operating expenses.

 the €57 million Bureau Veritas dividend received by Eufor, theShareholders’ equity totaled €7,537 million as of December 31,
2021 vs. €6,992 million as of December 31, 2020. The change
during the year derived primarily from the following factors:

receivedfromWendelLuxembourg,
Oranje-Nassau Groep and Eufor, which were paid in current
account for €263 million;
proceeds of which were loaned to the Company by current
account.

 net income for the period of €669 million; a cash dividend paid on 2021 earnings of €126,6 million (€2.90
per share); and the capital increase for a total amount of €2,3 million.

342  - Universal registration document 2021

:8809?>:94>.,7+0,=
Net asset value (NAV)5

 !0?,>>0?A,7@0!( !(,>:10.08-0=F

NAV as at December 31, 2021, December 31, 2020 and December 31, 2019 break down as follows:

12/31/2021

12/31/2020

12/31/2019

Number of shares

Share price(1)

5,559

3,600

3,776

160.8/160.8/160.8 million€28.7/€22.4/€23.5

4,616

3,599

3,775

63.0 million

$13.5

748

-

-

€18.6

195

-

-

3,732

3,910

4,026

In millions of euros

Listed equity investments
 Bureau Veritas
 IHS
 Tarkett

Investment in unlisted assets(2)Other assets and liabilities of Wendel
and holding companies(3)

97

74

101

Net cash position & financial assets(4)

650

1,079

1,142

GROSS ASSET VALUE

10,038

8,662

9,044

Wendel bond debt

-1,619-1,548-1,615NET ASSET VALUE

8,419

7,114

7,429

Of which net debt

- 969

- 468

- 473

Number of shares

44,747,943

44,719,119

44,682,308€ 188.1€ 159.1€ 166.3

NET ASSET VALUE PER SHARE
Average of 20 most recent Wendel
share prices€102.3€97.9€120.8

PREMIUM (DISCOUNT) ON NAV-45.6%-38.5%-27.3%(1) Last 20 trading days average as of December 31, 2021, December 31, 2020 and December 31, 2019.
(2) Investments in non-publicly traded companies (Cromology, Stahl, IHS as of December 31, 2020 and 2019, Constantia Flexibles, CPI, indirect
investments and debt). Aggregates retained for the calculation exclude the impact of IFRS 16.
(3) Of which 1,116,456 treasury shares as of December 31, 2021, 900,665 treasury shares as of December 31, 2020 and 908,950 as of December 31,
2019.
(4) Cash position and financial assets of Wendel & holdings. As of December 31, 2021, this comprises €0.4 billion of cash and cash equivalents and€0.3 billion short term financial investment.

If co-investment conditions are realized, there could be a dilutive effect on Wendel’s percentage ownership. These elements are taken into
account in the calculation of the NAV. See page 374.

 - Universal registration document 2021

343

5

:8809?>:94>.,7+0,=
Net asset value (NAV)

Change in NAV in 2021
+20,1 %
+18,3 %

+15,2
+24,0

-0,6

-12,3

+8,7

-2,9

-3,1

nd
ide
Div

rs
he
Ot

188,1

+ 2,9 191,9

159,1

s
e
le
ts
ar
sa
se
rita
Ve
As
sh 020
gy
o
u
r
l
d
2
a
o
e ,
re
ste
om
V p 31nli
Bu
Crru
NA Dec
he
t
f
O
o
as

tt
rke
Ta

IHS

d
e
en
are
ar
sh 1
ivid
sh 2021dr
er , 202
e 1,
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x
p
E
AV 31
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NA Deca N ecfrm of D
o
o
f
s
as
Pro a

As a reminder, Net Asset Value is a short-term valuation of the Group’s assets. It does not take into account any control premiums, illiquidity or initial public offering discounts; similarly,
aggregates used in the valuation of unlisted assets are not adjusted from potential additional costs arising from a stock market listing. According to the methodology, the samples of the listed
are reviewed at least once a year when when required for relevance purpose.

NAV per share in euros
188.1
176.4
166.3

159.1

147.4

31/12/17

31/12/18

31/12/19

31/12/20

344  - Universal registration document 2021

31/12/21

:8809?>:94>.,7+0,=
Net asset value (NAV)

5.3.1.1 NAV publication dates andpublication-related verification
The annual schedule of NAV publication dates is available inadvance on Wendel’s website at the following address:
http://www.wendelgroup.com.

5

At each NAV publication date, the Statutory Auditors verify that themethodology used for calculating net asset value complies with theGroup’s methodology and confirm consistency with accounting
data.
The Audit Committee reviews each published NAV and compares
Wendel’s valuation of unlisted investments with one performed byan independent expert.

5.3.1.2 Presentation of NAV
Presentation format (publication at the level of detail indicated)

Comments

Equity investments valuation date
+ Listed investments, including: Bureau Veritas+ Unlisted investments+ Other assets and liabilities of Wendel and holding companies
Cash and marketable securities
Wendel’s bond debt and syndicated credit line

Average closing price over 20 trading days
Unlisted investments are valued using the method described below.
Includes Wendel shares held in treasury
Pledged & unpledged cash of Wendel and holding companies
Face value + accrued interest

Net Asset Value
Number of Wendel shares
NAV/share
Average of 20 most recent Wendel share prices
Premium (discount) on NAV

NAV is a short-term valuation of the Group’s assets. It does not take into account any control premiums, illiquidity or initial public offering
discounts; similarly, aggregates used in the valuation of unlisted assets are not adjusted from potential additional costs arising from a stock
market listing.

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345

5

:8809?>:94>.,7+0,=
Net asset value (NAV)

5.3.1.2.1 Listed equity investments
Listed investments are valued on the basis of the average closing
price of the 20 trading days prior to the valuation date.

5.3.1.2.2 Valuation of unlisted investments
Valuation following an acquisition
New, unlisted investments are valued through a weighted averageof the current year multiples implied by the deal and valuation bylisted peer-Group multiples (cf. next section of the methodology)
over a period of 18 months.
On the first NAV following the acquisition valuation is weighted at100% on acquisition multiples and 0% on listed peer-Group
multiples.
The weight of the acquisition multiples linearly decreases to 0%
over 18 months. The weight of the listed peer-Group multiples
linearly increases to 100% over 18 months.
Valuation by listed peer-Group multiples
The preferred method for valuing unlisted investments iscomparison with the multiples of comparable listed companies.
The value of shareholders’ equity of the companies in Wendel’s
portfolio is determined as their enterprise value minus net financial
debt of investments (gross face value of debt plus pensions booked
in balance sheet less cash) appearing in the most recent financial
statements.
If net debt exceeds enterprise value, the value of shareholders’equity remains at zero if the debt is without recourse to Wendel.
Wendel’s percentage ownership is determined by the features ofthe equity instruments held by Wendel, non-controlling interestsand co-investor managers, if any (see note 4 “Participation ofmanagers in Group investments” to the consolidated financial
statements).
Enterprise value is obtained by multiplying measures of eachcompany’s earnings by stock-market multiples of similar listedcompanies.
The measures of earnings most often used in the calculation arerecurring EBITDA (earnings before interest, taxes, depreciation andamortization) and recurring EBIT (before goodwill). The choice of
earnings measures used can be adjusted depending on the sector
in which the subsidiary operates or its business model. In this case,Wendel publishes an explanation of the adjustment. The enterprisevalue corresponds to the average of the values calculated using
EBITDA and EBIT of two reference periods: the previous year andthe budget (or budget update) for the current year. For NAV as ofDecember 31, the budget for the new year being available, the346  - Universal registration document 2021

calculation is based on the latest estimate for the year just ended(or the actual if available) and the budget for the new year.
Stock-market multiples of comparable companies are obtained by
dividing their enterprise value by their realized or expected EBITDA
or EBIT for the reference periods, or in the case of fiscal years thatare different from the calendar year, the closest fiscal year.
Enterprise value of the comparable companies is obtained byadding market capitalization (the average closing price over the last
20 trading days) and net financial debt (gross face value of debt
plus pensions booked in balance sheet less cash) at the same (orsimilar) date as that applied to the net debt of the company being
valued.
Comparable listed companies are chosen based on independent
data and studies, information available from Wendel’s subsidiaries,
and research carried out by Wendel’s investment team. Certain
peer-Group companies can be more heavily weighted if theircharacteristics are closer to those of the company being valued
than are those of the other companies in the sample.
The peer Group remains stable over time. It is adjusted when acompany is no longer comparable (in which case it is removed fromthe peer Group) or when a company is newly considered as
belonging to the peer Group for the investment being valued.
Non-representative multiples are excluded from the peer Group,
such as occur during takeover offers or any other exceptional
circumstance affecting the measures of income or the share price,or when reliable information is missing.
The data, analyses, forecasts or consensus values used are basedon information available as of the date of the NAV calculation. If
actual data is available when the calculation is made, then it ispreferred. For portfolio companies as for peers, EBITDA, EBIT and
net debt figures used are adjusted for significant acquisitions orasset sales.
Significant non-controlling interests in portfolio companies are
excluded from the portion of equity value attributed to the Group.
Valuation by transaction multiples
Transaction multiples may be used when the transaction involves acompany whose profile and business are like those of the company
being valued. In this case, reliable information must be available on
the transaction, in sufficient and explicit details, so that there isminimum ambiguity on the transaction implied multiples. In somecases, the multiple used to value an investment will be an average,
either straight or weighted, of the peer Group multiple and thetransaction multiple. If used, the transaction multiple is applied fora period of six months.

:8809?>:94>.,7+0,=
Net asset value (NAV)

Other methods
If a valuation by peer-Group comparison is not relevant, othermethods may be used. Depending on the nature of the business,the characteristics of the asset and market practices. These include
expert appraisals, valuation by discounted future cash flows, sum of
the parts, and other methods.
Purchase offers
Purchase offers received for unlisted investments may beconsidered if they are firm, fully financed, and have minimal
conditionality and as well as a high probability of being accepted.
In this case, Wendel uses the average either straight or weighted of
the internal valuation and the purchase price offered.
Relative weight can be based on the specific terms of the offer. The
price of a purchase offer is applied for a period equal to that of thesaid offer extended by two months after the expiry date of the offer.
A purchase offer is considered if received prior to the date of the
Executive Board approval of the NAV.
Price of dilutive or accretive capital transactions
To the extent justified by the circumstances, the price of a capitaltransactions that have a significant dilutive or accretive effect,
overall or on certain shareholders, can be used to value the entire
related investment. In that case, the methodology employed is thesame as for recent investments made by Wendel (cf. “valuation
following an acquisition” section of this methodology).

5

5.3.1.4 Financial debt
Financial debt (Wendel’s bond debt and syndicated loan
outstanding) is valued at its face value plus accrued interest.
For the purposes of the calculation, financial debt is valued at facevalue, which is not affected by changes in interest rates or credit
quality. Accordingly, interest-rate swaps are not valued at theirmarket value, as the swaps are treated as part of the debt.

5.3.1.5 Other NAV components
Current assets and liabilities are considered at their net book valueor their market value, depending on their nature, i.e. at face value,less any impairment, in the case of receivables, and at market value
in the case of derivatives, with the exception of interest-rate swaps.
Real estate is valued on the basis of appraisals carried out atregular intervals.
Shares held in treasury and earmarked for sale upon the exercise ofstock options are valued at the lower of the strike price of theoptions or the average price of the shares over the last 20 tradingdays. Shares held to cover performance share plans are valued atzero. Other shares held in treasury are valued at the average priceover the last 20 trading days. A liability is considered forsubscription stock option plans when the stock price exceeds thestrike price.

The principle of valuation at the price paid is not applied in theevent Wendel, or any other shareholder, exercises an option toacquire shares or subscribe to a capital increase at an exercise
price set on the basis of a situation that predates the exercise.

As NAV is a short-term valuation of the Group’s assets, Wendel’s
future operating expenses do not enter into the calculation.
Similarly, future tax effects are not included so long as the sale priceof an investment and the form of the sale (in particular the tax
consequences) are not both known and certain.

Investments in funds

The number of Wendel shares taken into account in the calculationof NAV per share is the total number of shares composing
Wendel’s equity at the valuation date.

Investments in funds are valued at the last valuation received fromthe General Partner.

5.3.1.3 Cash and cash equivalents
Cash of Wendel and its holding companies includes available cash
at the valuation date (including liquid financial investments) andpledged cash.

Assets and liabilities denominated in a foreign currency areconverted at the exchange rate prevailing on the date of the NAV
calculation. If several exchange rates exist, the exchange rate usedin the consolidated financial statements is applied.
Some aspects of the method described above may be amended if
such a change produces a more faithful valuation. Any suchchanges would be announced by Wendel.

 - Universal registration document 2021

347

5

:8809?> :9 4>.,7 +0,=
Simplified chart as of December 31, 2021

 %48;74140/ .3,=? ,>F:1F0.08-0=



WENDEL

100%

100%

WENDELLUXEMBOURG
AIFM

100%

EUFOR
Wendel North America

94.8%

99.7%

99.6%

WINVEST INTERNATIONALORANJE-NASSAUDÉVELOPPEMENTEXPANSION 17

WENDEL LAB

STAHL

IHS

CONSTANTIAFLEXIBLESCPITARKETTBUREAU VERITAS

100%

67.8%

19.2%

60.8%

96.3%

25.1%

35.5%

GLOBAL PERFORMANCE 17

Alternative Investment Fund Manager (AIFM) and advisory ﬁrms
Reserved Alternative Investment Funds registered under Luxembourg law, held by Wendel and Group’s managers (co-investment)Intermediary holdings
Fully consolidated portfolio companies*
Porfolio companies accounted for by the equity method*
Non-consolidated portfolio company* Percentage of interest net of treasury shares

348  - Universal registration document 2021

6
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

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349

6

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F

Balance sheet – Statement of consolidated financial position ,7,9.0>300?G%?,?0809?:1.:9>:74/,?0/
149,9.4,7;:>4?4:9
>>0?>
Note

12/31/2021

12/31/2020

Goodwill, net

8 and 93,510.6

3,488.6

Intangible assets, net

8 and 10

1,536.4

1,692.3

Property, plant & equipment, net

8 and 11

1,092.4

1,109.0

Property, plant and equipment under operating leases

8 and 11

428.0

530.5

Non-current financial assets

8 and 15

1,184.8

320.8

Pledged cash and cash equivalents

8 and 140.5

0.4

Equity-method investments

8 and 12

215.8

225.2

Deferred tax assets

8 and 24

167.5

206.6

8,136.0

7,573.4

In millions of euros

NON-CURRENT ASSETS
Assets and operations held for sale
Inventories
Trade receivables

19

834.0

8.3

8

480.7

416.4

8 and 13

1,519.5

1,375.3

Contract assets (net)

8

307.9

232.1

Other current assets

8

305.7

327.5

Current income tax assets

8

52.8

61.0

Other current financial assets

8 and 15

314.6

311.9

Cash and cash equivalents

8 and 142,231.8

2,900.3

CURRENT ASSETS

5,213.1

5,624.6

TOTAL ASSETS

14,183.1

13,206.3

The notes to the financial statements are an integral part of the consolidated statements.
In accordance with IFRS 5 “Non-current assets held for sale and discontinued operations”, the investment in the Cromology Group has been
reclassified as “Assets and liabilities of discontinued operations or held for sale” as of September 30, 2021. See notes 4 “Changes in scopeof consolidation” and 19 “Discontinued operations and operations held for sale”.

350  - Universal registration document 2021

:9>:74/,?0/49,9.4,7F%?,?0809?>,>F:1F0.08-0=F

F

Balance sheet – Statement of consolidated financial position

6FF4,-474?40>
12/31/2021

12/31/2020

Share capital

179.0

178.9

Share premiums

57.5

55.3

Retained earnings & other reserves

1,317.9

2,033.6

Net income for the period – Group share

1,046.9-264.1SHAREHOLDERS’ EQUITY – GROUP SHARE

2,601.4

2,003.7

Non-controlling interests

1,587.5

1,283.8

4,188.9

3,287.5

In millions of euros

Note

TOTAL SHAREHOLDERS’ EQUITY

16

Provisions

8 and 17

372.7

453.4

Financial debt

8 and 18

5,261.8

5,312.9

Operating lease liabilities

8 and 18

353.6

448.4

Other non-current financial liabilities

8 and 15

364.7

283.9

Deferred tax liabilities

8 and 24

346.8

396.7

6,699.6

6,895.3

TOTAL NON-CURRENT LIABILITIES
Liabilities held for sale

19

491.6

-

Provisions

8 and 17

5.1

6.1

Financial debt

8 and 18

201.3

646.8

Operating lease liabilities

8 and 18

118.2

134.4

Other current financial liabilities

8 and 15

223.8

179.5

Trade payables

8

1,012.1

862.0

Contract liabilities (net)

8

33.6

27.6

Other current liabilities

8

1,090.2

1,025.5

Current income tax assets

8

TOTAL CURRENT LIABILITIESTOTAL EQUITY AND LIABILITIES

119.0

141.6

2,803.2

3,023.6

14,183.1

13,206.3

The notes to the financial statements are an integral part of the consolidated statements.
In accordance with IFRS 5 “Non-current assets held for sale and discontinued operations”, the investment in the Cromology Group has been
reclassified as “Assets and liabilities of discontinued operations or held for sale” as of September 30, 2021. See notes 4 “Changes in scopeof consolidation” and 19 “Discontinued operations and operations held for sale”.

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351

6

:9>:74/,?0/49,9.4,7F%?,?0809?>,>F:1F0.08-0=F

F

Consolidated income statement :9>:74/,?0/49.:80>?,?0809?
In millions of euros

Net sales

Note

2021

2020

8 and 20

7,503.9

6,831.7

Other income from operations
Operating expenses

9.6

6.2

-6,708.7-6,358.1

Gains/losses on divestments

4.3

-28.2

Asset impairment-0.7-170.5

Other income and expense
Operating income

8 and 21

Income from cash and cash equivalents
Finance costs, gross

-0.8

-18.6

807.6

262.4

8.2

9.1

-174.0-231.8-222.7

Finance costs, net

8 and 22-165.8Other financial income and expenses

8 and 23

9.4

1.3

Tax expense

8 and 24-232.0-115.6

Net income (loss) from equity-method investments

8 and 25

919.5

-63.3

1,338.6-137.8Net income before income from discontinued operations
and operations held for sale
Net income from discontinued operations
and operations held for sale19

NET INCOME
Net income – non-controlling interests
NET INCOME – GROUP SHARE

37.7

-93.1

1,376.4-231.0

329.5

33.1

1,046.9-264.1

Note

2021

2020

Basic earnings per share

26

23.93

-6.03

Diluted earnings per share

26

23.78

-6.07

Basic earnings per share from continuing operations

26

23.11

-5.24

Diluted earnings per share from continuing operations

26

22.97

-5.28

Basic earnings per share from discontinued operations

26

0.81

-0.79

Diluted earnings per share from discontinued operations

26

0.81

-0.79

In euros

The notes to the financial statements are an integral part of the consolidated statements.
In accordance with IFRS 5 “Non-current assets held for sale and discontinued operations”, the contribution of Cromology to 2021 and 2020
net income has been reclassified to a single line in the income statement: “Net income from discontinued operations and operations held
for sale”. See notes 4 “Changes in scope of consolidation” and 19 “Discontinued operations and operations held for sale”.

352  - Universal registration document 2021

:9>:74/,?0/49,9.4,7F%?,?0809?>,>F:1F0.08-0=F

F

Statement of comprehensive income6 %?,?0809?:1.:8;=0309>4A049.:80
2021
In millions of euros

2020

Gross
Amounts Tax effect

Net Amounts

Gross
Amounts Tax effect

Net Amounts

Items recyclable in net income
Currency translation reserves(1)

198.4

-

198.4

-282.8--282.8

Gains and losses on derivatives qualifying as hedges(2)

-3.6

-4.1

-7.7

67.9

0.6

68.5

Transfer to income statement of income
previously recorded as equity(3)

-14.9

4.3

-10.5

-10.4

-

-10.4

-356.9--356.9

-

-

-

21.2

-4.3

16.9

-11.5

2.4

-9.1

-155.8-4.1-159.7-236.83.0-233.8Items non-recyclable in net income
Gains and losses on financial assets
through other comprehensive income(4)Actuarial gains and losses
INCOME AND EXPENSES RECOGNIZED DIRECTLYIN SHAREHOLDERS’ EQUITY (A)Net income for the period (B)1,376.4-231.0TOTAL INCOME AND EXPENSES RECOGNIZEDFOR THE PERIOD (A) + (B)1,216.7-464.8

 Wendel shareholders

784.6-339.9 Non-controlling interests

432.1-124.9Attributable to:(1) In 2021, this item includes the contribution of Bureau Veritas for €128.8 million.
(2) In 2021, this item includes a €-19.3 million change in the fair value of the cross-currency swap set up at Wendel SE (see note 7-5.1 “Currency risk –Wendel”) and €+14.3 million in the fair value of operating derivatives at Constantia Flexibles.
(3) In 2021, this item includes a €-14.8 million impact of the recycling of operating derivatives at Constantia Flexibles.
(4) This item includes the change in fair value of IHS shares between the date of deconsolidation and December 31, 2021 (see note 4 “Changes inscope of consolidation”).

The notes to the financial statements are an integral part of the consolidated statements.

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353

6

:9>:74/,?0/49,9.4,7F%?,?0809?>,>F:1F0.08-0=F

F

Statement of changes in shareholders’ equity

 %?,?0809?:1.3,920>49F>3,=03:7/0=>H0<@4?D

In millions of euros

SHAREHOLDERS’ EQUITYAS OF DECEMBER 31, 2019

Number ofoutstanding
shares43,773,358

Income and expenses
recognized directly inshareholders’ equity (A)Share
Share Treasury
capital premiums
sharesRetained Cumulative
earnings translation& other adjustment

178.7

53.3

-546.02,935.3---

Net income for the period (B)50.4-198.1 2,423.1-126.3-264.1TOTAL INCOME AND
EXPENSES RECOGNIZEDFOR THE PERIOD (A) + (B)(1)

-

-

-

Dividends paid(2)-213.6-126.3-122.6

Movements in treasury shares

8,285

-

Company savings plan

36,811

0.2

Non- Total shareGroup controlling
holders’
shareinterests
equity1.0

1,392.5

3,815.6-75.9-157.9-233.8-264.133.1-231.0-339.9-124.8-464.8-122.6-18.4-141.0

1.0

2.0

1.0

2.2

Share-based payments

21.1

21.1

2.2
15.3

36.4

Changes in scope of
consolidation

-1.3

-1.3

-2.1

-3.4

Other

19.9

19.9

21.4

41.3

2,638.8-324.4 2,003.7

1,283.8

3,287.5

SHAREHOLDERS’ EQUITY AS
OF DECEMBER 31, 2020
43,818,454
Income and expenses
recognized directly inshareholders’ equity (A)

178.9

55.2

-545.1---

Net income for the period (B)

-

-

-

(2)

Dividends paid

Capital increase(3)101.5

1,046.9

TOTAL INCOME AND
EXPENSES RECOGNIZEDFOR THE PERIOD (A) + (B)(1)Movements in treasury shares-363.8

-

683.1

101.5

-126.6-215,791-

28,8240.1-24.7-262.3102.6-159.7

1,046.9329.5

1,376.4

784.6

432.1

1,216.7-126.6-118.1-244.7

-24.7

2.2

-24.7

2.3

Share-based payments

21.1

21.1

2.3
17.0

38.1

Changes in scopeof consolidation

10.6

-1.2

45.4

44.2

Other(4)

-57.8

-57.8

-72.8

-130.5

3,169.3-234.7 2,601.4

1,587.5

4,188.9

SHAREHOLDERS’ EQUITYAS OF DECEMBER 31, 2021

43,631,487

179.0

57.5

-569.7-11.8(1) See the “Statement of comprehensive income”.
(2) The dividend paid by Wendel in 2021 is €2.9 per share, for a total of €126.6 million. In 2020, Wendel paid a dividend of €2.8 per share, for a totalof €122.6 million.
(3) See note 16 “Equity”.
(4) Other variations notably include the impact of changes in value of minority puts.

The notes to the financial statements are an integral part of the consolidated statements.

354  - Universal registration document 2021

:9>:74/,?0/49,9.4,7F%?,?0809?>,>F:1F0.08-0=F

F

Consolidated cash-flow statement6 :9>:74/,?0/.,>317:B>?,?0809?
Note

2021

2020

Net income

1,376.4-231.0Share of net income/loss from equity-method investments-919.6

63.4

-1.0

103.4

Depreciation, amortization, provisions and other non-cash items

558.7

849.3

Investment, financing and tax results

402.9

394.5

1,417.5

1,179.6

In millions of euros

Net income from discontinued operations and operations held for sale

Cash flow from consolidated companies before tax
Change in working capital requirement related to operating activities

6.2

219.0

NET CASH FLOWS FROM OPERATING ACTIVITIES, EXCLUDING TAX

81,423.7

1,398.6

Acquisition of property, plant & equipment and intangible assets

27-249.2-219.3

Disposal of property, plant & equipment and intangible assets

28

18.7

14.6

Acquisition of equity investments

29-400.3-1.8

Disposal of equity investments

30

1.6

191.0

19 and 31

-72.6

-26.8

Impact of changes in scope of consolidation and of operations held for sale
Dividends received from equity-method investments and unconsolidated companies
Changes in other financial assets and liabilities and other32

Change in working capital requirements related to investment activities
NET CASH FLOWS FROM INVESTING ACTIVITIES, EXCLUDING TAX

8

0.4

0.2

-45.8

32.7

-3.7

-10.9

-751.0-20.2

Capital increase

2.3

2.2

Contribution of non-controlling shareholders

21.1

2.1

Movements in treasury shares

-0.5

6.4

 Wendel

-24.7

1.0

 Subsidiaries

24.2

5.5

Dividends paid by Wendel-126.6-122.6

Dividends paid to non-controlling shareholders of subsidiaries-118.1-18.4

New borrowings

33

1,082.5

1,045.9

Repayment of borrowings

33-1,547.3-1,402.5

Repayment of lease liabilities and interest

33-152.3-158.8-156.3-212.8

-75.0

-19.7

Net finance costs
Other financial income/expense

34

Change in working capital requirements related to financing activities
NET CASH FLOWS FROM FINANCING ACTIVITIES, EXCLUDING TAX

8Current tax expense
Change in tax assets and liabilities (excl. deferred taxes)
NET CASH FLOWS RELATED TO TAXES

8

Effect of currency fluctuations
NET CHANGE IN CASH AND CASH EQUIVALENTS
Cash and cash equivalents at the beginning of the period
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIODThe notes to the financial statements are an integral part of theconsolidated statements.
The principal components of the consolidated cash flow statement
are detailed in notes 27 et seq.
Details on the cash and cash equivalents accounts and how they areclassified on the consolidated balance sheet are shown in note 14“Cash and cash equivalents”.

14

-18.8

-0.9

-1,089.0-879.1-262.5-200.0-5.3-2.2-267.8-202.2

15.6

-37.5

-668.5259.5

2,900.8

2,641.3

2,232.2

2,900.8

In accordance with IFRS 5 “Non-current Assets Held for Sale andDiscontinued Operations”, the cash flows of companies disposed ofare maintained in each of the cash flow categories until the date on
which these companies are classified as “Discontinued operations
or operations held for sale”. The cash and cash equivalents of the
Cromology Group at the date of reclassification were recorded on
the line “Impact of changes in scope of consolidation andoperations held for sale”.
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F

General principles

090=,7;=49.4;70>

Wendel is a European company with an Executive Board and aSupervisory Board, governed by European and French laws andregulations that are, or will be, in force. The Company is registeredin the Paris Trade and Company Register (Registre du commerce etdes sociétés) under number 572 174 035. Its head office is locatedat 89 rue Taitbout, Paris, France.
Its business consists in investing for the long term in industrial andservice companies, in order to accelerate their growth anddevelopment.
As of December 31, 2021, the Wendel Group was primarily
comprised of: fully consolidated operating companies: Bureau Veritas (35.5%
net of treasury shares), Constantia Flexibles (60.8%), Cromology(94.8%, see note 4 “Changes in scope of consolidation”), Stahl(67.8%), and CPI (96.3%);

 an operating company accounted for under the equity method:
Tarkett (25.1%), IHS is no longer accounted for under the equity
method, see note 4 “Changes in scope of consolidation”;

 Wendel and its fully consolidated holding companies.
The consolidated financial statements of the Wendel Group cover
the 12-month fiscal year from January 1 to December 31, 2021 andare expressed in millions of euros. They include: balance sheet (statement of financial position);
 income statement and the statement of comprehensive income; statement of changes in shareholders’ equity;
 cash flow statement; and notes to the financial statements.

356  - Universal registration document 2021

Each accounting item in these financial statements includes thecontribution of all of the Group’s fully consolidated companies.
However, each of Wendel’s subsidiary companies is managed
independently under the responsibility of its own executive
management. It is therefore important to analyze subsidiaries’
individual performance using relevant aggregate accounting data
for their respective business activities. Aggregate data for eachfully-consolidated subsidiary are presented in note 8 “Segment
information”, which shows the contribution of each subsidiary to
the income statement, balance sheet, and cash flow statement.
Aggregate accounting data for equity-method investments are set
out in note 12 “Equity-method investments”. An analysis of theGroup’s overall performance by business activity is provided innote 8 “Segment information”, which details recurring net income
by business activity and non-recurring net income. There is nofinancial recourse between the different operating subsidiaries orfrom the operating subsidiaries to Wendel or its holding companies(see note 7-2.2 “Liquidity risk of operating subsidiaries”). The debt
positions of the fully-consolidated subsidiaries, and of Wendel andits holding companies, are presented individually in note 7-2.1“Managing the liquidity risk of Wendel and its holding companies”.
These financial statements were finalized by Wendel’s Executive
Board on March 9, 2022 and will be submitted for shareholders’approval at the Shareholders’ Meeting.

:9>:74/,?0/49,9.4,7F%?,?0809?>,>F:1F0.08-0=F

6

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357

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Notes to the financial statements!"&

..:@9?492;=49.4;70>

Wendel’s consolidated financial statements for the fiscal year
ended December 31, 2021 have been prepared in accordance withIFRS (International Financial reporting Standards) principles andmethods as adopted by the European Union on December 31,
2021, in accordance with Regulation No. 1606/2002 of theEuropean Council and the European Parliament pertaining to theapplication of international accounting standards, adopted on
July 19, 2002.
The consolidated financial statements for the period ended
December 31, 2021 have been prepared using the sameaccounting methods as those used for the fiscal year ended
December 31, 2020, with the exception of the new amendments to
IFRS 9 “Financial Instruments”, IAS 39 “Financial Instruments:
Recognition and Measurement”, IFRS 7 “Financial Instruments:
Disclosures” on the reform of the benchmark interest rates thatwere in effect from January 1, 2021 and which had no material
impact on the consolidated financial statements.
The new standards, amendments or mandatory IFRIC
interpretations for periods starting from January 1, 2022 have notbeen early applied as of December 31, 2021.
The accounting principles are available from the European
Commission’s website:
https://ec.europa.eu/info/law/international-accounting-standardsregulation-ec-no-1606-2002/amending-and-supplementary-acts/
acts-adopted-basis-regulatory-procedure-scrutiny-rps_en

Note 1-1

Method of consolidation

The companies over which Wendel has exclusive control are fully
consolidated. Companies over which Wendel has significant
influence or joint control have been accounted for using the equity
method. Net income of acquired subsidiaries is consolidated fromtheir acquisition date, while net income of divested subsidiaries is
consolidated up to their divestment date or closest reporting date.

Note 1-2

Financial statements used
for consolidation

Wendel’s consolidated financial statements have been prepared on
the basis of: the consolidated financial statements for the year ended
December 31, 2021 of Bureau Veritas, Constantia Flexibles,
Cromology, Stahl, CPI and Tarkett; the financial statements of IHS until September 30, 2021, theeffective date of its deconsolidation; and for all other companies, their individual financial statements forthe 12-month fiscal year ended December 31, 2021.

358  - Universal registration document 2021

Financial information relating to these subsidiaries and associates
has been prepared in accordance with IFRS recognition andmeasurement rules.
Significant changes in the Group’s scope of consolidation for fiscal
year 2021 are presented in note 4 “Changes in scope of
consolidation”. The main subsidiaries consolidated as ofDecember 31, 2021 are presented in note 39 “List of principal
consolidated companies”.

Note 1-3

Business combinations

IFRS 3 “Business combinations”, and IAS 27 “Consolidated andseparate financial statements”, revised, applicable since January 1,
2010, affect the accounting for transactions that lead to the takingof control, or partial sales that lead to a loss of control: specifically:ancillary transaction costs are recognized inoperating income for the period; price adjustments are initiallyrecognized at their fair value, and future fluctuations in theirvalue are recognized in operating income; whencontrol is obtained, non-controlling interests arerecognized either in proportion to their share in the fair value ofthe assets and liabilities of the acquired entity, or at their fairvalue. A proportion of goodwill is also allocated to
non-controlling interests at that time. This choice is made on acase-by-case basis for each acquisition;

 purchases and sales of shares in controlled companies that do
not lead to the assumption or loss of control are recognized astransfers between the Group share of consolidated
shareholders’ equity and the share held by non-controllinginterests. There is no impact on profit or loss; non-controlling interests may become negative because since
net income or loss of a subsidiary is allocated between theGroup share and the non-controlling interests’ share, according
to their respective equity interests; and in the event of a takeover of an entity in which the Group alreadyholds an interest, the transaction is analyzed as a dualtransaction: on the one hand, as a divestment from the entire
investment previously held with recognition of the gain on
consolidated investments, and on the other hand, as an
acquisition of all the shares with recognition of goodwill on theentire investment. In the event of a partial divestment with lossof control (but with a non-controlling investment retained) thetransaction breaks down into a divestment and an acquisition:divesting from the entire investment with a calculation of aconsolidated investment gain plus the acquisition of anon-controlling interest which is then recorded at its fair value.

:9>:74/,?0/49,9.4,7F%?,?0809?>,>F:1F0.08-0=F

6

F

Notes to the financial statements

Note 1-4

Commitments to purchasenon-controlling interests ofconsolidated subsidiaries

Note 1-5

When the Group has made firm or conditional commitments tonon-controlling shareholders in consolidated subsidiaries to buy
their stakes, a financial liability is recognized in an amountcorresponding to the estimated present value of the purchaseprice.
As of December 31, 2021, in the absence of any specific IFRS
guidance, this financial liability was offset:

Inter-Group asset sales
and transfers

Gains and losses on the sale or transfer of assets between
consolidated companies have been eliminated from income andthe assets have been maintained at their initial value, except in theevent of losses deemed permanent, for which an impairment
charge is recognized on the income statement.

Note 1-6

Conversion of the financial
statements of foreign companies
whose functional currency
is not the euro firstly, by eliminating the book value of the corresponding
non-controlling interests; and secondly, by reducing the Group share of shareholders’ equity
as follows: the difference between the estimated value of thepurchase commitment and the carrying amount of
non-controlling interests is deducted from the Group share of
retained earnings and other reserves. This balance is adjusted at
the end of each accounting period to reflect changes in theestimated exercise price of the purchase commitments and thecarrying amount of the non-controlling interests.
This has no impact on the consolidated income statement, barring
subsequent changes to standards and interpretations.

Wendel presents its financial statements in euros.
The balance sheets of foreign companies whose functional
currency is not the euro have been converted into euros at theexchange rate prevailing at the closing date, and their income
statements converted at the average exchange rate for the fiscal
year or consolidation period. The discrepancy between the
opening and closing balance sheets, as well as that resulting fromthe application of these exchange rates are carried in consolidated
reserves under “translation adjustments” until the assets andliabilities and all the foreign currency operations related to them
are sold or liquidated. In this case currency translation differences
are written back either on the income statement if the operation
leads to a loss of control, or directly as a change in shareholders’equity in the case of a change in non-controlling interests without aloss of control.

The principal exchange rates used in the consolidated financial statements are as follows:
Closing rate€/$

Note 1-7

Average rate

2021

2020

2021

2020

1.13261.2271

1.18291.1396

Use of estimates

The preparation of financial statements in accordance with IFRS
requires the use of estimates and assumptions that affect theamounts reported in such financial statements. These estimates andassumptions are based on Wendel’s and its subsidiaries’
appreciation of the facts and circumstances existing at the balance
sheet date, as well as on information available on the date theaccounts were finalized. They are established on the basis of thepast experience of the management of the Group or its subsidiaries
and various other factors deemed reasonable (such as market dataor the work of an independent appraiser, etc.) and are reviewed ona regular basis. The uncertainty has complicated forecasting, andactual amounts could therefore be different from the forecasts.
Estimates and assessments made in order to prepare thesefinancial statements concern in particular, for the most significant
elements, goodwill, impairment tests on goodwill andequity-method investments, provisions, deferred taxes, derivatives,
valuation of purchase commitments of non-controlling interests,
and the treatment of co-investments.

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Notes to the financial statements

Note 1-8

Measurement rules

Note 1-8.1

Goodwill

Goodwill represents the difference between the cost of acquiring acompany and the Group’s share of the fair value of its net assets,
liabilities, and identifiable contingent liabilities on the date ofacquisition. The identifiable assets and liabilities of the acquiredcompany that meet the IFRS recognition criteria are recognized attheir fair value at the date of the acquisition. Adjustments in the fairvalues of assets and liabilities acquired as part of businesscombinations and initially recognized on the basis of temporary
values (because of ongoing appraisals or outstanding additional
analyses) are recognized as retroactive goodwill adjustments if theyoccur within 12 months after the acquisition date. Thereafter, suchadjustments are recognized directly on the income statement
unless they are made in correction of errors. The revised version of
IFRS 3 “Business combinations” provides that goodwill may be
applied to non-controlling interests, if the Group so chooses.
Goodwill is presented, where applicable, net of any cumulative
recognized loss in value.
Goodwill is not amortized, but is instead tested for impairment atleast once per year, on December 31, or more frequently if there is
any indication that it may be impaired. Indications of impairment
may include a significant or prolonged decline in the share price ofa listed company, a shortfall in net income compared with thebudget or a deterioration in the sector environment in which acompany operates. For impairment tests, goodwill is broken down
by Cash-Generating Units (CGU). Each operating subsidiary(Bureau Veritas, Constantia Flexibles, Cromology, Stahl and CPI)
corresponds to a CGU. Goodwill impairment losses are recognizedon the income statement under “Impairment of assets” and cannot
be reversed.
Whenever an operating subsidiary identifies an impairment loss on
a CGU recognized within its scope of consolidation (and notrecognized at the level of the Wendel Group), this loss ismaintained at the level of Wendel’s consolidation, with this being
the case even if the analysis conducted by Wendel on thesubsidiary’s goodwill does not show any impairment. This stancehas been taken to allow Wendel to recognize unrealized losses assoon as they appear, as they would inevitably be recognizedanyway if the subsidiary were to sell the CGU showing such losses.
Goodwill pertaining to equity-method investments is included in
the carrying amount of these companies and therefore notpresented separately (IAS 28 “Investments in Associates and Joint
Ventures”, s.23). It is therefore not subject to a separate impairment
test, as the value of equity-method investments is subject to a
separate test, goodwill included. Hence, as regards equity-method
shareholdings, in the event of an improvement in their value
justifying an impairment writeback, the portion of the impairment

360  - Universal registration document 2021

pertaining to goodwill is also written back. Impairment losses andthe gain or loss on divestments and dilution are recognized in theincome statement under “Net income (loss) from equity-method
investments”.
Impairment tests on goodwill and equity-method investments aredescribed in notes 9 “Goodwill” and 12 “Equity-method
investments”.

Note 1-8.2

Intangible assets

1.
Brands of the Bureau Veritas, Cromology and CPI Groups
These brands have been valued using the relief-from-royalty
approach, which consists in discounting to perpetuity royalty cash
flows determined at a theoretical rate based on revenue generated
by the brands. The brands are considered as having an indefinite
useful life as there is no foreseeable time limit on their potential togenerate cash flow. They are therefore not amortized but are tested
for impairment on an annual basis.
The brands of the Bureau Veritas Group’s subsidiaries have beenamortized over a period of 5-15 years. Only those brands identified
at the Wendel Group level when Wendel acquired control of
Bureau Veritas are considered to have an indefinite life.
2.

Contracts and customer relationships of the Bureau
Veritas, Constantia Flexibles, Cromology, Stahl
and CPI Groups
The valuation of these contracts and customer relationships equals
the margin expected to be generated over the residual lives ofcontracts in force at the date Wendel assumed control, taking into
account contract renewal rates where such renewals are considered
probable based on historical statistical data. These contracts andcustomer relationships are amortized over the period used for the
calculation of each contract category (from five to 23 years,
depending on the contract and subsidiary).

Note 1-8.3

Other property, plant & equipment

The cost of developing software intended for internal use and otherdevelopment costs have been capitalized when it is likely that these
expenditures will generate future economic benefits. These costs
are then amortized over the asset’s estimated useful life.

Note 1-8.4

Property, plant & equipment

Property, plant & equipment are recognized at their historical cost,
determined at the time of acquisition of these assets or at fair value
in the event of a business combination. Historical cost includes all
costs directly attributable to the acquisition or construction of theassets concerned, in particular borrowing costs that are directly
attributable to the acquisition or production of the property, plant& equipment during the accounting period prior to being brought
into service.

:9>:74/,?0/49,9.4,7F%?,?0809?>,>F:1F0.08-0=F

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Notes to the financial statements

Property, plant & equipment other than land and investment
properties are depreciated on a straight-line basis over a period
corresponding to their probable useful life. The depreciation basis
for property, plant & equipment is its historical cost less the residual
value, i.e. the value expected at the end of the asset’s useful life,
after allowing for any divestment costs.
The useful life duration utilized for buildings is from ten to 50 years;
and, from three to ten years, for industrial facilities as well as forequipment and tooling.

Note 1-8.5

LeasesFor lessees, the application of IFRS 16 “Leases” results in therecognition of leases in the balance sheet through an asset(representing the right to use the underlying asset during the leaseterm) and a corresponding liability (representing the obligation to
pay fixed rents). The new standard eliminates the distinction
between operating leases and finance leases.
In accordance with the simplification provided for in IFRS 16, theGroup has applied the new standard to leases identified inaccordance with the definition of the previous standards IAS 17 andIFRIC 4, without reassessing the qualification of contracts inprogress at January 1, 2019.
The lease liability is the present value of remaining lease payments.
Future payments were discounted on the basis of the marginal
debt ratios of the subsidiaries according to the residual term of
their contracts.
The Group opted for the exemption offered by IFRS 16 forshort-term and low-value leases (assets with a unit value of less than
€5,000). Rents on these leases are therefore still recognized as
operating expenses.
In assessing the lease term, the Group has taken the
non-cancellable period of each contract and any extension optionthat the Group is reasonably certain to exercise and any termination
option that the Group is reasonably certain not to exercise.

Note 1-8.6

Impairment of property, plantand equipment and intangible assets

In accordance with IAS 36 “Impairment of assets”, the value in useof property, plant & equipment, and intangible assets is tested
when there is an indication of impairment. These tests are
performed either when there is an indication of a loss of value, oronce a year for assets having indefinite useful lives, which in
Wendel’s case is limited to goodwill and brands. Impairment losses
are recognized on the income statement under “Impairment ofassets”.

Note 1-8.7

6

Financial assets and liabilities

Financial assets include investments in unconsolidated companies,
operating receivables, debt securities, marketable securities,
derivatives, and cash. Financial liabilities include borrowings, otherfunding sources and bank overdrafts, derivatives, operating
liabilities, and certain liquidity commitments on the Group’s shares
held by certain co-shareholders (see note 35-5 “Shareholder
agreements and co-investment mechanisms”).
In accordance with the principles of IFRS 9 “Financial Instruments”,
financial assets are recognized and measured either at fair value
through profit or loss, at fair value through other comprehensive
income or at amortized cost. The classification and measurement
are based on the characteristics of the instrument and the
management objective for which the relevant assets were acquired.
1.
Financial assets at fair value through profit or loss
Equity instruments held for trading purposes or for which theGroup has elected not to use the “fair value through othercomprehensive income” classification are measured at fair value
through profit or loss.
2.

Financial assets at fair value through other comprehensive
incomeIFRS 9 permits the irrevocable election at initial recognition topresent changes in the fair value of an equity instrument not held
for trading through other comprehensive income. The choice ismade for each individual instrument and for each new acquisition
depending on the Group’s management intention.
Equity instruments recognized in this account include strategic andnon-strategic investments.
At initial recognition, these assets are measured at fair value, which
generally corresponds to their acquisition. At closing dates, forpublicly traded instruments, the fair value is determined based on
the share price on the closing date. For unlisted securities, fairvalue is measured using valuation models based primarily on themost recent market transactions, discounted dividend or cash flow
streams, or the value of net assets.
Unrealized gains and losses on these financial assets arerecognized directly in equity until the financial asset is sold or
cashed in, at which time the accumulated gain or loss is transferred
to consolidation reserves and is not reclassified in the income
statement. Dividends from such investments are recognized in
profit or loss unless the dividend clearly represents the recovery of
a portion of the investment cost.

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Notes to the financial statements

3.
Financial assets measured at amortized cost
Financial assets are measured at amortized cost if they are held
solely with a view to collecting contractual cash flows serving to
repay principal and meet interest payments on the outstanding
principal.
They consist of loans and receivables related to investments,
deposits and guarantees, trade receivables and other current
receivables. These financial assets are shown in the balance sheet
under “Non-current financial assets”, “Trade receivables” and“Other current financial assets”. They are initially recognized at fairvalue and then at amortized cost calculated using the effective
interest rate method. Net gains and losses on loans and receivables
correspond to interest income and provisions.
4.
Financial liabilities
With the exception of derivative instruments and financial liabilities
relating to liquidity commitments on the Group’s shares held bycertain co-shareholders (see note 35-5 “Shareholder agreements
and co-investment mechanisms”), all borrowings and other financial
liabilities are stated at amortized cost using the effective interest
rate method.
5.
Derivatives
Derivatives are measured at fair value. Gains and losses arisingfrom changes in the fair value of derivatives are recognized in theincome statement, apart from certain exceptions set out below.
Derivatives can be designated as hedges of fair value, future cash
flow or net investment value: fair value hedges are used to offset changes in the fair value of arecognized asset or liability due to shifts in exchange rates,interest rates or other benchmarks;

 cash flow hedges are used to hedge changes in future cash
flows from a present or future asset or liability. Wendel and its
subsidiaries use cash flow hedges to offset shifts in foreignexchange rates, interest rates and commodity prices; hedges of net investments in operations in a foreign market help
offset fluctuations in value due to translation into the reporting
currency used by the parent company in its consolidated
financial statements. Financial debt denominated in theoperating currency of the hedged investment can be
designated as an investment hedge when the hedge has beenrecognized as such for accounting purposes.
A hedging relationship qualifies for hedge accounting if: the hedging relationship is clearly defined and documented at
the inception; and if

362  - Universal registration document 2021

 theeffectiveness of the hedging relationship candemonstrated from the outset and throughout its term.

be

The use of hedge accounting has the following consequences: for hedges used to offset changes in the fair value of arecognized asset or liability, the hedged item is measured at fairvalue in the balance sheet. Changes in the fair value of thehedged item are recognized on the income statement and areoffset by symmetrical changes in the fair value of the hedging
instrument to the extent that the hedge is effective;

 the effective portion of changes in the fair value of derivatives
that are designated as, and qualify for, cash flow hedges isrecognized directly in shareholders’ equity. The gain or loss
from the ineffective portion is recognized on the income
statement. Amounts accumulated in shareholders’ equity are
passed through the income statement in the same periods as
the corresponding hedged items, or are written back against theacquisition cost of the assets in which the financial risk related tothe acquisition price was hedged; and in a similar way to cash flow hedges, changes in the fair value ofthe derivative financial instrument are recognized net of tax inother comprehensive income for the effective portion
attributable to the hedged currency risk and in profit or loss forthe ineffective portion of the derivative. Cumulative gains andlosses in shareholders’ equity are recognized on the income
statement when the foreign business is sold.
Derivatives are measured using the Group’s mathematical models,
as well as by independent appraisers, and/or the Group’s
counterparties.

Note 1-8.8

Methods of measuring the fair valueof financial instruments

In accordance with the amendment to IFRS 7 “Financial
Instruments: Disclosures” (March 2009), the tables in note 15“Financial assets and liabilities” present the Group’s assets andliabilities that are measured at fair value, based on their method of
measurement. These methods are defined as follows: level 1: unadjusted, listed prices of identical instruments on an
active market;

 level 2: observable data other than the listed prices referred toin level 1, either directly (such as a price), or indirectly(calculated from another price); and level 3: fair values that are not determined on the basis ofobservable market data.
During fiscal year 2021, there were no transfers between levels 1
and 2, or transfers to or from level 3, of fair value measurements offinancial instruments.

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Notes to the financial statements

Note 1-8.9

Inventories

Inventories have been stated at the lower of cost or net realizablevalue. Production cost includes the costs of raw materials, direct
labor, and any operating costs that can reasonably be associatedwith production.

Note 1-8.10

Cash and cash equivalents and pledged
cash and cash equivalents

Cash is comprised of cash at banks.
In accordance with IAS 7 “Statement of cash flows”, cash
equivalents are short-term, highly liquid investments that arereadily convertible into a known amount of cash, subject to an
insignificant risk of a change in value and intended to cope withshort-term
cash
needs.
Cashequivalents
includeeuro-denominated, money-market mutual funds and deposit
accounts with initial maturities less than or equal to three months.
They are measured at their fair value at the balance sheet date.
Pledged cash and cash equivalents are presented as non-current
assets, as they are not immediately available.

Note 1-8.11

Provisions

In accordance with IAS 37 “Provisions, contingent liabilities andcontingent assets”, a provision is recognized when the Group has
an obligation with respect to a third party as a result of a past event
for which it is probable or certain that there will be an outflow ofresources to that third party, without at least an equivalent inflow
from that third party. Provisions for restructuring costs arerecognized only when the restructuring has been announced andthe Group has drawn up or has started to implement a detailed,formal plan.
Provisions are discounted on the basis of the estimated duration of
the obligation. The impact of this discounting is recalculated ateach balance sheet date, and the related adjustment is recognizedon the income statement under “Other financial income andexpense”.

Note 1-8.12

Provisions for employee benefits

6length of service, and the likelihood that they will remain at theCompany until they retire. The calculation is based on an actuarial
method using assumptions relating to the yield on long-term
investments. The funding provision corresponds to the difference
between the total obligation as set out above and any assets
invested with insurance companies to cover these obligations.
Actuarial gains and losses are recorded under shareholders’ equity
as soon as they are recognized.

Note 1-8.13

Deferred taxes

In accordance with IAS 12 “Income taxes”, deferred taxes arerecognized for timing differences between the carrying amounts ofassets and liabilities and their tax base.
Tax-loss carryforwards are recognized as deferred tax assets when
it is likely that they can be offset against tax on future earnings orwhen they can be offset by deferred tax liabilities of an equal or
higher amount. In application of this principle, no tax-loss
carryforwards of the Wendel tax Group were recognized as assets
on the balance sheet.
Regarding subsidiaries and equity-method investments, a deferred
tax liability is recognized for all timing differences between the
carrying amount of the related shares and their tax base, unless: the Group is able to control the date of the reversal of the timing
difference; and it is probable that the timing difference will not reverse itself inthe foreseeable future.
Deferred taxes are recorded using the liability method. According
to this method the assets and liabilities of deferred taxes arerecognized according to their estimated future tax impact resulting
from discrepancies between the book value of the assets andliabilities existing in the consolidated financial statements and theirrespective tax base. Deferred tax assets and liabilities are valued byapplying the tax rate that will be in effect during the year in which
temporary differences are expected to be recovered or settled. The
effect of any change in tax rates on deferred tax assets andliabilities is recognized in income for the period in which the ratechanges apply.

Defined-contribution plans: contributions are recognized as
operating expenses.

Note 1-8.14

Defined-benefit plans: the present value of statutory retirement
bonuses and supplementary pension benefits payable to active andretired employees is calculated using the projected unit credit
method. The obligation is determined at each balance sheet datetaking into account the age of the Company’s employees, their

All treasury shares held by the Group are stated at their acquisition
cost as a deduction from shareholders’ equity. Proceeds from any
sales of treasury shares are credited directly to shareholders’equity. Divestment gains or losses therefore have no impact on
income for the fiscal year.

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Notes to the financial statements

Note 1-8.15

Assets and operations held for saleand discontinued operations

Assets, group of assets held for sale, or discontinued operations
are classified as such if their carrying amount will be recovered
mainly through a sale transaction rather than through continued
use, and when its sale is highly probable. Depreciation on theseassets ceases when the asset has been classified as held for sale,and a provision is recognized if the asset’s residual carrying amountexceeds its likely realizable value, reduced for selling costs.
Assets and liabilities of these businesses are presented on a
separate line in the balance sheet of the current fiscal year, and thenet income or loss they generate is presented on a separate line in
the income statement (including fiscal years presented forcomparison). Net income or loss from discontinued operations
includes, where applicable, any divestment gains or losses or any
impairment losses recognized for the business.

Note 1-8.16

Revenue recognition

The recognition of revenue from contracts with customers reflects
both the percentage of completion of the performance obligations
corresponding to the transfer to a customer of control of a good orservice and the amount that reflects the sum that the entity expects
to receive as consideration for those goods or services.
At the Bureau Veritas Group, most contracts are short-term. For
these contracts, Bureau Veritas recognizes income when the service
has been provided to the customer. For other contracts, Bureau
Veritas uses the percentage-of-completion method to determine
the amount to be recognized under revenue during a given period,
insofar as the income from contracts can be reliably determined.
The percentage of completion is determined for each contract byreference to the costs incurred at the balance sheet date,compared to the total estimated costs to execute the entire
contract. The increment of this percentage, applied to the total
forecast income from the contract, represents the profit marginrecognized in the period. In the event of a forecast negative
margin, provisions are recognized immediately for the entire
contract.

Note 1-8.17

Translation of foreign currencytransactions

Transactions denominated in foreign currencies are translated into
euros using the exchange rates prevailing at the dates of thetransactions. Receivables and payables in foreign currencies aretranslated into euros at the exchange rate prevailing at the balance
sheet date. Exchange differences resulting from the translation ofreceivables and payables in currencies other than euros arerecognized on the income statement under “Other financial income
and expense”.

364  - Universal registration document 2021

In the event of hedges of a net investment in a foreign business(see above, “Derivatives”), the portion of the gain or loss on a
hedging instrument covering a net investment in a foreign businessthat is considered to be an effective hedge is recognized directly inshareholders’ equity. The ineffective portion is immediately
recognized on the income statement.

Note 1-8.18

Stock subscription and stock purchase
option plans

In accordance with IFRS 2 “Share-based payments”, the Group
recognizes an expense corresponding to the fair value of employee
stock subscription options, purchase options, bonus shares, andperformance shares at the grant date, with the corresponding
offsetting entry being recognized under consolidated shareholders’equity. The expense is spread out over the options’ vesting period.
In 2021, as in previous fiscal years, the fair value of Wendel’s plans
was valued by an independent appraiser.

Note 1-8.19

Accounting treatment of mechanisms
for the participation of management
teams in the Group’s investments

The co-investment mechanisms described in note 6 “Participationof managers in Group investments” take the form of ownership bymanagers of various financial instruments, such as ordinary shares,
index-based or preferred shares, warrants, etc.
These investments are redeemed upon divestment or an IPO, orafter a predetermined period of time. At this time, any investment
gains which might arise are shared on the basis of whether or not
Wendel’s annual performance and cumulative profitability
objectives have been met.
These investments are measured and accounted for based on themanner in which they will be redeemed, either as equity
instruments under a divestment or an IPO, or in cash as part of
Wendel’s liquidity commitment, after a predetermined period has
elapsed.
Until the settlement method is not definitive, the investments areaccounted for based on the settlement method determined as
most likely.
When it is estimated the investments are most likely to beredeemed as equity instruments, the managers’ initial investment isaccounted for as non-controlling interests in proportion to theirshare of the total investment. On redemption, the dilution createdby the sharing of the investments’ value reduces the Group’s capital
gain. When the beneficiaries invest less than the fair value of the
instruments subscribed or acquired, the initial benefit is recognized
as an expense in the income statement.

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Notes to the financial statements

When the investments are most likely to be redeemed in cash,
under Wendel’s repurchase commitments after the expiration of apredetermined period, the initial investment is recognized as debt.
This debt is later restated at its fair value until payment is made. Thechange in fair value is recognized on the income statement. Whenthe investment is redeemed, the debt is paid off in cash. In
addition, these co-investors are not considered minority
shareholders from an accounting standpoint. Rather, theirinvestment is consolidated in the Group’s net income andconsolidated reserves.
The most likely redemption method is determined at each balance
sheet date, until the investments are redeemed. Should the most
likely method change, the effects of the change are recognized inadvance on the income statement. Hence, if the most likely
redemption method were to be changed to cash, the amountrecognized on the income statement at the time of the change
would be the fully revalued amount of the instruments at that date.
Wendel believes that for the main co-investments in place in theGroup at December 31, 2021, the most likely outcome will be asale of the relevant investments or an initial public offering of theseinvestments. Liquidity commitments under minority puts andco-investments, as well as the corresponding amounts recorded infinancial liabilities, are set out in note 35-5 “Shareholder
agreements and co-investment mechanisms”.

Note 1-9

Presentation rules

Note 1-9.1

Presentation of the balance sheet

An asset is classified as current when it meets any of the four
following criteria:

 it is expected to be realized in, or is intended for sale orconsumption in, the Group’s normal operating cycle; or6 the liability is due to be settled within 12 months after thebalance sheet date; or the Group does not have an unconditional right to defer
settlement of the liability for at least 12 months after the balance
sheet date.

Note 1-9.2

Presentation of the income statement“Operating income” includes income and expenses not resulting
from financial activities, equity-method investments, discontinued
activities, operations held for sale, and corresponding to income
tax.
Financial income and expenses include “Finance costs, net” and“Other financial income and expense”, which include gains andlosses on disposals of financial assets, impairment losses on
financial assets, dividends paid by unconsolidated associates,changes in the fair value of “Financial assets at fair value throughprofit or loss”, the impact of discounting receivables, liabilities orprovisions, and foreign exchange differences.

Note 1-9.3

Taxes: CVAE treatment

According to Wendel’s analysis, the CVAE tax on value added
meets the definition of an income tax, as defined in IAS 12.2
“Income taxes”. IFRS Interpretations Committee has effectively
specified that in order to be included in the scope of IAS 12, a tax
must be based on a net amount of income and expenses and thisamount may be different from net accounting income. Wendel
finds that the CVAE has the characteristics indicated in thisconclusion, inasmuch as the value added constitutes theintermediate level of profit systematically used, in accordance with
French tax rules, to determine the amount due under the CVAE.
The CVAE tax is therefore presented in the “Tax expense” line.

 it is held primarily for the purpose of being traded; orNote 1-9.4

 it is expected to be realized within 12 months after the balance

Basic earnings per share are calculated by dividing the Group’s
share of net income for the year by the average number of shares
outstanding during the year.

sheet closing date; or it is cash or cash equivalent asset carrying no restriction on
exchange or use in settlement of a liability for at least 12 months
after the balance sheet date.
When the asset is in a pledged cash or cash equivalent account, theamount is recognized under non-current assets.
A liability is classified as current when it meets any of the four
following criteria:

 it is expected to be settled in the Group’s normal operating
cycle; or it is held primarily for the purpose of being traded; orEarnings per share

Diluted earnings per share are calculated by dividing the Group’s
share of net income by the average number of shares outstanding
during the year, adjusted according to the “treasury stock” method.
According to that method, it is assumed that the cash received fromthe exercise of dilutive instruments will be used to buy back theshares and partially neutralize the resulting dilution. The potential
dilution is thus the net impact. Dilutive instruments issued bysubsidiaries are also included in determining the Group share of
net income.
If the income statement presents income from divested businesses
separately, earnings per share from continuing and discontinued
operations are also presented separately.

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Notes to the financial statements!"&:9?0C?:1?30

.7:>492

Note 2-1

Effects of the Covid-19 pandemic
on the financial statements
at December 31, 2021

Fiscal year 2021 marks a partial return to a normal activity and in
this context, the closing of the accounts did not require a revision ofusual assumptions and estimates, unlike fiscal year 2020 during
which the Covid-19 pandemic led the Group to recognize
exceptional impairments.

Note 2-2

Cyber-attack sufferedby Bureau Veritas

On November 22, 2021, Bureau Veritas announced that its
cybersecurity system had detected a cyber-attack on Saturday,
November 20, 2021. In response, all of the Group’s cybersecurity
procedures were immediately activated. As a preventive measure,the decision was made to temporarily put servers and data of thisGroup offline, in order to protect both customers and the company.
These operations generated an outage or a partial slowdown of theservices and customer interfaces.

!"&On December 2, 2021, Bureau Veritas announced that, thanks tothe preventive and emergency measures taken through its
cybersecurity systems, all of the Group’s activities were able tocontinue operating. As of December 2, more than 80% of Bureau
Veritas’ operations were running at a normal level, while some of
the Group’s geographic areas continued to see their IT systems run
at a slower pace.
Bureau Veritas teams, along with leading IT experts, were fully
mobilized and did everything possible to ensure business
continuity and minimize the impact on the Group’s customers,
employees and partners. Bureau Veritas also contacted thecompetent authorities and triggered its cybersecurity insurance
policies.
Bureau Veritas considers that all its operations have been operating
at a normal level since the beginning of 2022. Nevertheless, there
are still incident response costs in early 2022.
Overall, Bureau Veritas estimates the impact of the cyber-attack to
be approximately €25 million on the Group’s revenue in 2021.

:9>4/0=,?4:9:1.748,?0=07,?0/=4>6>

As a responsible company, Wendel has made important
commitments to ensure that its internal operations are consistent
with its values and the ESG objectives set within its portfolio ofcompanies. The Group promotes honest and transparent
governance and business ethics, is committed to a stimulating andinclusive work environment, and remains attentive to its
environmental and climate footprint.

366  - Universal registration document 2021

The Group’s current exposure to the consequences of climatechange is limited. Consequently, at this stage, the impacts ofclimate change on the financial statements are not significant. The
short-term effects have been integrated into the strategic plans of
the Group’s operating subsidiaries, on the basis of which the
impairment tests of intangible assets with indefinite useful lives are
performed. The long-term effects of these changes are notquantifiable at this stage.

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Notes to the financial statements!"&3,920>49>.:;0Note 4-1

Changes in scope for fiscal
year 2021

The scope of consolidation of Wendel Group is set out in note 39“List of principal consolidated companies as of December 31,
2021”.
1.
Investment in Tarkett
In May 2021, Wendel joined forces with the Deconinck family toform Tarkett Participation, whose purpose is to hold a majority
stake in Tarkett. The Deconinck family, the controlling shareholderof this group, thus contributed all of its majority stake (exclusive
control) in Tarkett. This group specializes in floor coverings andsports surfaces. It employs more than 12,000 people at
33 production sites. Its consolidated revenue and adjusted EBITDA
amounted to €2,792.1 million and €229.0 million respectively in
2021.

6

Tarkett Participation initiated a takeover bid for Tarkett that closed
in July 2021. Following this offer, Wendel’s investment in Tarkett
Participation amounted to €224 million, representing 25.2% of
Tarkett Participation’s share capital at the end of 2021. The
Deconinck family retains a majority stake and exclusive control in
Tarkett Participation, which owns 90.4% of Tarkett.
From an accounting point of view, Wendel’s stake in Tarkett
Participation is accounted for using the equity method as from
July 2021, since the percentage of ownership of the Group in thiscompany exceeds the 20% threshold for presuming significant
influence specified in IAS 28. This presumption is reinforced by theappointment of two Wendel directors out of six to the Supervisory
Board of Tarkett Participation.

The table below sets out the terms and conditions for the allocation of the price paid by Wendel on the date on which significant influence
was acquired:
Provisional acquisition priceallocation (QP Wendel) 25,22%

Provisional acquisition
price allocation at 100%

Brands

82.7

364.0

Customer relationships (amortized over 19 years)

50.3

221.1

Patent (amortized over ten years)

10.0

44.1

Inventories and work-in-progress (fully written back during the period)

5.5

24.4

Deferred taxes related to these revaluations-41.6-183.0Share of other assets and liabilities acquired-55.6

In millions of euros

Net assets acquired

51.3

Goodwill

162.0Book value of the investment acquired

213.3

In accordance with IFRS, this allocation is provisional and may be
finalized within 12 months of the acquisition.
Prior to the acquisition of significant influence, the investment wasrecognized in the consolidated financial statements as financial
assets at fair value through profit or loss. The book value of theinvestment at the date of acquisition of significant influence was€213 million and included the effects of the change in fair value
recorded up to that date for an amount of €3.3 million.
2.
IHS IPO
When IHS was listed on the New York Stock Exchange in
October 2021, the Group retained its entire stake. Its holding
increased from 21.4% to 19.2% of the share capital and from 25.6%
to 22.9% of the voting rights. Concomitantly to the IPO, themethods of governance of IHS and the rights of its preexistentshareholders (including Wendel) have changed significantly. Since
the IPO, Wendel may appoint only one director to the Board, who
can participate in only one of the Board’s four committees (Health,
Safety and Environment Committee). In addition, the Group has lostany further capacity of influence it previously had under the termsof the previous shareholders’ agreement. Indeed, most of thedecisions taken by IHS are now made by its Board of Directors andnot by its shareholders as before. In addition, Wendel can nolonger have access to the information presented and discussed at
the IHS Board, as the regulations adopted by IHS limit any
communication between Wendel and its representative in the
Board to public information. Lastly, Wendel will not have access to
the IHS financial statements until they are publicly disclosed, thetiming of which is not necessarily compatible with the preparationof the Wendel Group’s consolidated financial statements.

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Notes to the financial statements

Considering these changes, Wendel has reviewed its assessment of
its presumed significant influence in IHS in accordance with thevarious criteria established by IFRS, particularly in the context of the
new governance. Wendel no longer has the ability to exercise
significant influence over the Board’s decisions despite thepresence of a director appointed by Wendel.
As a result, IHS no longer meets the criteria for equity accounting(as defined by IAS 28 “Investments in Associates”) as of the date of
the IPO. Thus, IHS was accounted for using the equity method only
until September 30, 2021, which is the earliest accounting datefollowing the IPO. The impact of accounting for IHS using theequity method until October 14, 2021 would not be material. IHS is
now a strategic investment recognized as a financial asset at fairvalue, the change in which is recorded in other comprehensive
income in accordance with IFRS 9 “Financial Instruments” and theGroup’s accounting principles.
From an accounting point of view, this loss of significant influence isconsidered as a disposal of the equity-accounted investment andan acquisition of a new financial asset, even though no IHS shareswere sold or purchased by the Wendel Group in this transaction.
The divestment result and the entry value of this new financial asset
are based on the IPO price ($21.0 per IHS share). The IHS IPO
therefore resulted in an accounting gain of €913 million recordedin net income from equity-method investments. The post-IPO
change in fair value was recognized in other items ofcomprehensive income for €-357 million, corresponding to thedifference between the IPO price and the closing price for the year($14.1 per IHS share).
3.
Disposal of Cromology
In November 2021, Wendel signed an agreement with DuluxGroupto sell Cromology.
The sale of the entire Cromology stake to DuluxGroup took place
on January 20, 2022 for an enterprise value of €1,262 million andnet proceeds from the sale of €896 million for Wendel. This amountrepresents approximately 1.6 times Wendel’s total investment in
the Materis Group since 2006.
Wendel considers that the criteria of IFRS 5 “Non-current Assets
Held for Sale and Discontinued Operations” have been met as of
September 2021, when first offers of acquisition of Cromology havebeen received by Wendel.

At December 31, 2021, considering the signing of a promise to sellin November 2021, the amounts reclassified as assets and liabilities
held for sale related to Cromology were €828.4 million and€491.4 million respectively. Similarly, the contribution of thisinvestment to the 2020 and 2021 results is presented on the line
“Net income from operations held for sale”. Depreciation on
non-current assets was stopped at the date of reclassification. The
sale value being higher than the book value, no value adjustment
was recognized. The net gain on disposal will be recognized in
2022 for an amount of approximately €580 million. The impact ofthe management’s co-investment in this investment will berecognized at the same time.

Note 4-2

Changes in scope of consolidationof subsidiaries and associates

1.

Change in the scope of consolidation of the Bureau Veritas
Group
In 2021, the Group made the following main acquisitions: 60%

of Secura BV, acybersecurity services;

Dutchcompany

specializing

 70% of Bradley, a US company specializing in construction
management services for the renewable energy sector; and 80% of Prescience Corporation, an American company offering
project management and construction management services in
the field of Transportation Infrastructure.
Bureau Veritas’ investments related to acquisitions realized in 2021
totaled €55.6 million and generated provisional goodwill of€33.4 million.
2.

Changes in scope of consolidation of the Constantia
Flexibles GroupIn 2021, Constantia Flexibles acquired 100% of Propak in Turkey.
This company is one of the European leaders in the packaging
industry for the snacks market, generating annual revenue ofaround €75 million. This acquisition represents an investment of€122 million and generates provisional goodwill of €23.5 million.

Note 4-3

Changes in scope 2020

The principal changes in scope during 2020 were as follows: the transfer of Wendel’s entire stake in Tsebo; and the sale of the 21% stake in Allied Universal for $203.2 million.

368  - Universal registration document 2021

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Notes to the financial statements!"&

$07,?0/;,=?40>

The Wendel Group’s related parties are:

 Tarkett, which is accounted for by the equity method; the members of Wendel’s Executive Board and Supervisory
Board; andAs of December 31, 2021, the commitments made by the Company
to Executive Board member David Darmon, in the event of his
departure, were as follows (provided performance conditions aremet): in the event of termination of the term of office not on grounds

 Wendel-Participations, which is the Group’s control structure.

Note 5-1

6

Members of the Supervisory Board
and Executive Board

Total compensation awarded by the Wendel Group, for fiscal year
2021, to André François-Poncet, Chairman of the Executive Boardand to David Darmon, member of the Executive Board amounted
to €4,333.9 thousand.
The value of the options and performance shares granted to themduring the 2021 fiscal year amounted to €4,170 thousand at the
grant date.
Compensation paid to members of the Supervisory Board in fiscal
year 2021 was €1,219 thousand, including €1,124 thousand by
Wendel SE (i) in consideration of service by members of theSupervisory Board, (ii) as compensation of the Chairman of theSupervisory Board and (iii) as compensation of the leadindependent member of the Supervisory Board, and €95 thousand
paid to certain members of the Supervisory Board by
Wendel-Participations SE for serving on its Board of Directors.
These amounts do not include the salaries of the employee
representatives on Wendel’s Supervisory Board, who do notreceive Wendel SE director’s fees.
As of December 31, 2021, the commitments made by the Company
to André François-Poncet in the event of his removal from office noton grounds of failure, corresponded to a benefit paid, if
performance conditions are met, equal to 18 months’ averagemonthly compensation determined as follows: the sum of (i) his
fixed average monthly compensation at the time of departure, and(ii) one-12th of his variable compensation actually paid in respect of
the last fiscal year preceding the departure.

of failure, benefits equal to 18 months of his fixed averagemonthly compensation at the time of his departure; in the event of termination of the employment contract, the legal
and contractual indemnities due under the said employment
contract, it being specified that the total amount of theindemnities paid to David Darmon (in respect of the corporate
office and the employment contract) may not exceed 18 monthsof his average monthly compensation determined as follows:
the sum of (i) his fixed average monthly compensation at thetime of his departure, and (ii) one-12th of his variable
compensation actually paid in respect of the last fiscal year
preceding the departure.
In accordance with Wendel’s policy of associating managers with
the Group’s investments, the members of the Executive Board takepart in the co-investment mechanisms described in note 6.1“Participation of managers in Group investments”.

Note 5-2

Wendel-Participations

Wendel-Participations SE is owned by around 1,200 Wendel family
individuals and legal entities. Wendel-Participations investors
together held a 39.29% stake in Wendel SE as of December 31,
2021, representing 51.41% of theoretical voting rights and 52.27%of the exercisable voting rights as of that date.
There are no other economic or financial relationships between
Wendel-Participations and Wendel besides those related to theholding of shares and the following agreements:

 aservice delivery agreement entered into for the
implementation of the provisions of the Sapin 2 Law on theprevention of corruption and for the implementation of CBCR
reporting; a memorandum of understanding on the use of the “Wendel”
family name and a license agreement governing the use of the“WENDEL Investissement” brand; a service agreement for administrative assistance; and anagreement to
Wendel-Participations.

lease

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#,=?4.4;,?4:9:18,9,20=>49F=:@;F49A0>?809?>

The accounting principles applied to co-investment mechanisms
are described in note 1-8.19 “Accounting treatment of mechanisms
for the participation of management teams in the Group’s
investments”.

Note 6-1

Participation of managers
in Group investments

To give its managers a stake in the Group’s value creation, Wendel
has set up co-investment programs to allow them to invest theirpersonal funds in the same assets in which the Group invests. This
gives managers a personal stake in the risks and rewards of theseinvestments. Several programs co-exist, depending on the date of
Wendel’s initial investment. Certain rules are common to all
programs:i)F

Notes to the financial statements

the amount of the co-investment is no more than 0.6% of theamount invested by Wendel and the managers; theco-investments correspond to the disbursements made by eachmanager and are concurrent with the Wendel investments;ii) if a liquidity event (as defined in paragraph iii) below) occurs,
the managers have, depending on the particular case, either
the same rights and obligations as the Wendel Group in
relation to the capital gain or loss incurred (pari passu
co-investment), or different rights (carried interest) andobligations (accelerated co-investment). In the latter case, if
Wendel achieves a predefined return, the managers have theright to a greater share of the gain than their shareholding;iii) a liquidity event is defined, per the different programs, as a fulldivestment of a portfolio company, a change in control, or
divestment of more than 50% of the shares held by the Wendel
Group, or the listing of the Company concerned on a stock
exchange. The liquidity extended to co-investors may be either
the total amount or an amount proportional to the investment
sold or placed on the market;iv) in the absence of a liquidity event before the end of theco-investment program (six to twelve years after the initialinvestment), a cash payout is offered to co-investors, in one ormore tranches. The valuation of the portfolio company issystematically performed by an internationally renowned
independent expert, and managers’ rights and obligations arecalculated in accordance with the rules set out in paragraph ii)
above;

370  - Universal registration document 2021v) the rights of co-investors vest gradually over a period of several
years; in the event of the departure of a co-investor, and under
the terms of joint purchase and sale agreements, the Wendel
Group has the option or the obligation of buying back its rights
not yet definitively acquired at their original value and, incertain cases, the co-investor has the option or the obligation tosell their rights definitively acquired under predefined financial
conditions;vi) co-investments are made in euros. In the case of foreign
currency investments, the euro exchange rate is adjusted tothat applying on the day of the capital increase of the funds,
taking into account any exchange rate hedges.

2011-2012 program
Co-investments related to acquisitions made by Wendel between
2011 and 2012 (and to potential subsequent reinvestments madeby Wendel in these companies) are therefore governed by theprinciples set out at the beginning of this note and by the following
specific rules:i)

30% of the amount invested by the co-investors is invested
under the same terms and conditions as Wendel (pari passu
co-investment);ii) the remaining 70% confer a right, if a liquidity event occurs, to
7% of the capital gain (carried interest), provided that Wendel
has obtained a minimum return of 7% per annum and acumulative return of 40% on its investment; otherwise, theco-investors lose any right to a capital gain, as well as theamount invested, on this fraction of co-investment;(iii) if the company concerned is not sold outright or floated on thestock exchange, the co-investors have a one-third liquidity
claim based on the value established by an independent
appraisal at the end of a period of eight years from the date of
the initial investment by the Wendel Group: any capital gain isthen recognized on one-third of the sums invested by the
co-investors; the same applies after ten years, and then
12 years, if no sale or floatation of the company occurs in themeantime;iv) the rights of co-investors vest gradually over a period of four
years, in five tranches of 20% per annum, of which 20% at theinvestment date.

:9>:74/,?0/49,9.4,7F%?,?0809?>,>F:1F0.08-0=F

F

Notes to the financial statements

6

In 2021, the only co-investment still in force in application of theseprinciples was the one made in IHS, through the Luxembourg fundOranje-Nassau Développement SCA FIAR, In application of theprinciple referred to in III) above, a first liquidity deadline occurredon March 31, 2021, on the eighth anniversary of the initialinvestment, on one third of the co-investment. On the basis of the
independent multi-criteria valuation, the minimum return wasreached and the share of the capital gain accruing to theco-investors amounted to approximately €20 million, of which€2,187,335.35 for Mr. David Darmon, member of the Executive
Board. This liquidity was paid in 2021.

ii) 35% of the amount co-invested gives the right to 3.5% of thecapital gain realized on each of the investments of the period,on the condition that Wendel’s return, calculated for all of theseinvestments as a whole, is at least 7% per annum (pooled
carried interest); if this return is not achieved, the co-investors
lose any right to a gain on 35% of their investment, as well as
35% of the amount invested; in the absence of a total sale or
IPO, the pooled potential capital gain will be allocated equally
on September, 30 2024 and 2025 (the investments remaining
in the portfolio being valued by an independent expert in everycase);The other two thirds of the co-investment were the subject of aliquidity event at the time of the IHS IPO in October 2021. As
Wendel did not sell any shares in this transaction, any capital gain
will be calculated on the basis of the average market price of its
shares over a period of six months following the IPO. At the closing
date, this average is not yet known, but it is likely that the minimum
return will not be reached and that the co-investors, including
Mr. David Darmon, will make a loss on the last two thirds of theirco-investment.

iii) the remaining 30% is co-invested pari passu with Wendel, 15%
on a deal-by-deal basis, and 15% on a pooled basis;

2013-2017 program
The co-investment mechanism was amended in 2013, on theinitiative of the Supervisory Board, in order to introduce a pooled
share and, in certain cases, to raise the Group’s minimum returncondition. These amendments were established for the four yearsof the Executive Board’s term. Co-investments related toacquisitions made by Wendel in new companies between
April 2013 and April 2017 (and to any subsequent reinvestments
made by the Wendel Group in the companies concerned) are
therefore governed by the principles set out at the beginning of
this note and by the following specific rules:i)

35% of the amount co-invested gives the right, if a liquidity
event occurs, to 3.5% of the capital gain realized on each of theinvestments of the period, on the condition that Wendel’s
return is at least 10% per annum (carried interest deal by deal);
if this return is not achieved, the co-investors lose any right to again on 35% of their investment, as well as 35% of the amountinvested; a three-stage payment determined by an expert isoffered to co-investors eight, ten and 12 years after Wendel’s
initial investment in the absence of a total sale or IPO (see2011-12 program, point iii);iv) as the co-investors freely agreed to participate in the
2013-2017 co-investment program for a certain proportion of
total co-investments, they are required to invest at this level inall of the investments of the period with respect to the pooled
portion (carried interest and pari passu); failing which, theco-investor concerned loses all of his/her rights to the pooled
capital gain for the non-invested portion and his/her previous
investment, except for cases of force majeure where theco-investor will simply be diluted;v) co-investors who have met their commitment to co-invest in thepooled portion may invest the same amount on a deal-by-dealbasis (carried interest and pari passu), without obligation;vi) the rights of co-investors vest gradually over a period of four
years, in five tranches of 20% per annum, of which 20% at theinvestment date; it should be noted that, for pooled carriedinterest rights, the term is calculated from the first investment of
the period.
In addition, the share of the Executive Board’s co-investment has
been fixed at one-third of the total co-investment, comprising 60%
and 40%, respectively, from the former Chairman and the former
member of the Executive Board.
In accordance with these principles, Wendel’s managers haveinvested in a personal capacity along with the Group in Saham,
Nippon Oil Pump, CSP Technologies, Constantia Flexibles, Allied
Universal and Tsebo. These co-investments are held through tworeserved alternative investment funds (FIAR). The first fund,Expansion 17 SCA FIAR, is the structure used for co-investments on
a deal-by-deal basis and is divided into as many sub-funds as
investments. The second fund, Global Performance 17 SCA FIAR, isused for pooled co-investments, which are Grouped into a single
sub-fund for all investments for the period 2013-2017.

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The deal-by-deal co-investments in Saham, Nippon Oil Pump, CSP
Technologies, Allied Universal and Tsebo were liquidated following
the disposals of these companies between 2018 and 2020. During
fiscal year 2021, residual amounts of €0.4 million and €0.2 million
respectively due in respect of the deal-by-deal co-investments in
CSP Technologies and Allied Universal were paid to theco-investors, of which €38,595.22 was paid to Mr. David Darmon, amember of the Executive Board, in respect of CSP Technologies(Mr. Darmon had already divested from Allied Universal but
received €18,092.45 during fiscal year 2021 related to a priceadjustment). With regard to Tsebo, the co-investors suffered a lossof €0.3 million, including €25,919.00 for Mr. David Darmon,
member of the Executive Board. The only co-investment in deal per
deal still in force at the closing date is the one made in Constantia
Flexibles.
With regard to pooled co-investments in these companies: the pari passu portion has been liquidated as part of thedisposals; and the carried interest portion will be liquidated at the end of the
program and based on all of the investments made in thesecompanies.

2018-2021 program
In the absence of any investment made after April 2017, and on theoccasion of the arrival of a new Chairman of the Executive Board on
January 1, 2018, a new co-investment program was defined forinvestments made in new companies between 2018 and April 2021
(and for any subsequent reinvestments made by the Wendel Groupin the companies concerned). The program is governed by theprinciples set out in the preamble to this Note and by the following
special rules:i)F

Notes to the financial statementsin the event of a liquidity event affecting one of the companies
acquired during the period, 20% of the total amountco-invested gives entitlement to 2% of the capital gain
generated on each of the investments for the period, provided
that the return on investment is at least 8% (carried deal bydeal);

ii) in the event of a liquidity event affecting the last of thecompanies acquired during the period, 80% of the total
amount co-invested gives entitlement to 8% of the capital gain
calculated on all investments made during the period, provided
that Wendel’s return, calculated on all these investments, is atleast 7% (pooled carried);iii) in the event of a liquidity event, the co-investors are also
entitled, pari passu with Wendel, to the repayment of theircontributions and, if the minimum return is not reached, theirshare of any capital gain;

372  - Universal registration document 2021iv) in the absence of an event giving rise to total liquidity, theco-investors have liquidity for the balance in three tranches of
one-third each as at December 31, 2026, 2028 and 2030; ateach maturity date, the valuation is carried out, if theinvestment is listed, on the basis of an average of the shareprice of its shares, and if not, on the basis of an independent
appraisal;v) as the co-investors freely agreed to participate in the
2018-2021 co-investment program in a certain proportion of
total co-investments, they are required to invest at this level inall of the investments of the period with respect to the pooled
portion (carried interest and pari passu); failing which, theco-investor concerned could lose all of his/her rights to thepooled capital gain for the non-invested portion and 20% of
his/her previous investment, except for cases of force majeure
where the co-investor will simply be diluted;vi) co-investors who have met their commitment to co-invest in thepooled portion may invest the same amount on a deal-by-dealbasis, without obligation;vii) the rights of co-investors vest gradually over a minimum periodof five years, in five tranches of 20% per annum, i.e. 20% oneach anniversary of the investment; it being specified that (a)for the pooled carried interest rights, the term is calculated
from the first investment of the period and (b) that the term isextended by one year if the co-investor leaves Wendel for acompetitor company.
The Executive Board’s share of co-investment in this program is
10.7% (4% for Mr. André François-Poncet and 6.7% for Mr. David
Darmon). The breakdown of the Executive Board’s co-investment is
90% pooled and 10% deal by deal.
In application of these principles, the members of the Executive
Board have invested in a personal capacity alongside the Groupand other Wendel managers in the company Crisis Prevention
Institute (CPI) in December 2019 and November 2020.
In 2021, co-investors in the Group, which do not include Mr. André
François-Poncet or Mr. David Darmon, had the opportunity toincrease their exposure to the 2018-2021 Program by acquiring
carried units for an amount of €0.7 million at the initial value of theinvestment in CPI (which was higher than the net asset value prior
to the transaction).
The difference between the fair value of the managers’
co-investments and their subscription price amounts to€3.6 million. In accordance with Group accounting principles, thisamount is recognized in the income statement over the vesting
period.

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F

Notes to the financial statements

2021-2025 program
Upon renewal of the Executive Board for a further four-year term ofoffice, a new co-investment program has been defined forinvestments made in new companies between April 2021 andApril 2025 (and for later re-investments made by the Wendel
Group in these companies).
This program is governed by the following principles, which wereapproved by the Company’s Shareholders’ Meeting on June 29,
2021 based on the special report of the Statutory Auditors on
regulated related-party agreements:i)the amount of the co-investment, i.e. the disbursements madeby the co-investors from their own funds, stands at 0.6% of theamount invested;ii) if a liquidity event (as defined in v) hereof) occurs affecting oneof the companies initially acquired during the period, theco-investors are entitled to the repayment of their contributions
pari passu with Wendel and (a) if the minimum return isreached, to the share of the capital gain referred to in iii) or iv)
herebelow or (b) if that return is not achieved, their share of any
capital gain pari passu with Wendel;iii) if a liquidity event (as defined in v hereof) occurs affecting oneof the companies initially acquired during the period, 50% of
the co-invested amount gives entitlement to 5% of any capitalgain realized (carried deal by deal), on the condition that theannual return on the investment is at least 8% until the fifth
anniversary of the initial investment; past five years, the annual
return is decreased by 0.75% per year for the next five years
and then remains constant; in the event of an annual return
greater than 15%, the capital gain rate is raised from 5% to 6%;iv) if a liquidity event (as defined in v) hereof) occurs affecting thecompanies acquired during the period, 50% of the overall
co-invested amount gives entitlement to 5% of any capital gain
calculated on all of the companies initially acquired during theperiod (pooled carried interest), on the condition that theannual return calculated on all of these investments is at least
7% until the fifth anniversary of the initial investment in the
program; past five years, the annual return is decreased by
0.75% per year for the next four years and then remains
constant; in the event of an overall annual return greater than
15%, the capital gain rate is raised from 5% to 6%;v) a liquidity event is defined as (a) a change in control, or
divestment of more than 50% of the shares held by the Wendel
Group of a company in the portfolio, giving rise to full liquidity
on the basis of the transaction price, or (b) the IPO of theCompany, which gives entitlement to liquidity proportional tothe investment sold on the basis of the IPO price. Exceptionally,
for the deal-by-deal portion of the co-investment, co-investors
may opt for full liquidity;

6vi) in the absence of a full liquidity event, liquidity for theremaining investment will be granted to co-investors in three,
one-third tranches, at December 31, 2028, 2030 and 2032; thisliquidity may be deferred from one tranche to another withincertain limits; the valuation is calculated at each due date (a) if
the issuer is listed, on the basis of the average market price of
these securities and (b) if the issuer is not listed, on the basis of
an independent expert appraisal;vii) as the co-investors agreed to participate in the 2021-2024
co-investment program for a certain proportion of total
co-investments, they are required to invest at this level in all of
the investments of the period with respect to the pooled
portion; failing which, the co-investor concerned may lose all of
his/her rights to the pooled capital gain for the non-invested
portion and 20% of his/her previous investment, except forcases of force majeure where the co-investor will simply bediluted;viii) co-investors who have met their commitment to co-invest in thepooled portion may invest the same amount on a deal-by-dealbasis, without obligation;ix) the rights of co-investors vest gradually over a minimum periodof five years, in five tranches of 20% per annum, i.e. 20% oneach anniversary of the investment; it being specified that(a) for the pooled carried interest rights, the term is calculated
from the first investment of the period and (b) that the term isextended by one year if the co-investor leaves Wendel for acompetitor company.
The Executive Board’s share of the investment was revised upward
upon renewal of the term of the Executive Board, in accordancewith a benchmark study performed by an external consultant. It is
now 16%, i.e. 8% for each Executive Board member. The
breakdown of the Executive Board’s co-investment between thedeal-by-deal portion and the pooled portion has also changed, andis carried out equally on this program.
In application of these principles, the co-investors have personallyinvested alongside the Group in Tarkett in July andDecember 2021 an amount of €0.9 million. In this context, André
François-Poncet and David Darmon, Chairman and member of the
Executive Board, have co-invested €107,884.40 each.
The difference between the fair value of the managers’
co-investments and its subscription price amounts to €5.8 million In
accordance with Group accounting principles, this amount isrecognized in the income statement over the vesting period.

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Notes to the financial statements

2021 unwinding
In 2021, for all the co-investment programs, the co-investors havereceived or have a right to receive a total amount of approximately€21.5 million distributed as follows: €20.7 million

on co-investments unwound under thedeal-by-deal portion (see above “2011-2012 program” and“2013-2017 Program”);

 €0.8 million

corresponding to the purchase price of
co-investments not yet unwound belonging to co-investors who
have left the Group.

Note 6-2

Participation of subsidiaries’
managers in the performanceof their companies

Various mechanisms exist in Wendel Group subsidiaries (Bureau
Veritas, Constantia Flexibles, Stahl, CPI, IHS, and Tarkett) to allow
senior managers to participate in the performance of each entity.
The policy of involving the management teams is based,
depending on the case, on plans for the allocation of stock options
and/or performance shares, or on co-investment systems whereby
the managers of these various subsidiaries have co-invested
significant amounts alongside Wendel. These investments present
a risk for the co-investors/managers in that they run the risk oflosing all or part of the significant sums they have invested,depending on the value of the investment at maturity.

374  - Universal registration document 2021

These co-investment mechanisms are generally composed in partof a pari passu investment, which gives a return profile identical tothat achieved by Wendel, and in part of a ratchet investment, which
offers a gain profile differentiated according to performance
criteria such as the Internal Rate of Return (IRR) or the multiple
realized by Wendel on its investment. Accordingly, for this part,co-investor managers only receive a higher return than Wendel
when Wendel has obtained a predefined return.
These co-investment mechanisms and the sharing of risk between
Wendel and the manager co-investors are represented by a variety
of financial instruments held by Wendel and the manager
co-investors. These instruments include ordinary shares,
index-based or preferential shares, fixed-rate bonds etc. The
ratchet portions may also be structured as bonus systems linked to
the relevant entity’s performance, or to the profitability of theinvestment made in the entity.
These investments mature either when a liquidity event occurs(divestment or IPO) or, if no such event takes place, at a specificpoint in time (depending on the Company, between six and12 years after the initial investment by Wendel).

Note 6-3

Impact of co-investment
mechanisms for Wendel

As of December 31, 2021, the impact of these co-investment
mechanisms would reduce Wendel’s shareholdings in theinvestments concerned from 0% to 2%. This calculation is based on
the value of the stakes calculated for the Group’s Net Asset Value asof December 31, 2021.

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Notes to the financial statements!"&

49,9.4,7=4>68,9,20809?

Note 7-1

Equity market risk

Note 7-1.1

Value of investments

The Wendel Group’s assets are mainly investments in which
Wendel has control or significant influence. These assets are listed(Bureau Veritas, IHS and Tarkett) or unlisted (Constantia Flexibles,
Cromology – sold in January 2022 post-closing, Stahl and CPI).

 their economic and financial performance; their prospects for business development and profitability; their

ability to identify risks and opportunities in theirenvironment; and changes in the equity markets, directly for listed companies andwhose

Wendel’s company-specific approach is supplemented at theGroup level through an overall analysis of the distribution of
Wendel’s subsidiaries’ businesses and investments by economic
activity, in order to ensure sufficient diversification, not only
sectorally, but also from the point of view of their competitive
positioning and of the resilience of the companies to a
deterioration in the economic climate.
Nevertheless, there is a risk that the subsidiary’s economic results
will not meet Wendel’s expectations.

The value of these investments is based mainly on:

indirectly for unlisted companies,
influenced by market parameters.

6

valuationsare

Beyond these market parameters, growth in Wendel’s Net Asset
Value (NAV, aggregate defined in the annual financial report)
depends on its managers’ capacity to select, buy, develop and thenresell companies able to distinguish themselves as leaders in theirsectors.
Wendel makes its decisions on the basis of its investment teams’
expertise and in-depth strategic, accounting/financial, legal, tax,
compliance and ESG (Environment, Social, Governance) analyses.
These processes identify the operating, competitive, financial, legal
and ESG opportunities and threats likely to have an impact on thevalue of an investment.
Wendel monitors and analyzes each company’s operating andfinancial performance and the risks to which they are subject,alongside the managers of the companies, during regular in-depth
Operational Review meetings or meetings of these companies’
governance entities. In addition, knowledge sharing with the
management team makes it possible to develop true sectoral
expertise and thus to prepare an analysis of future prospects atregular intervals. This regular review also enables Wendel to better
analyze developments in each investment and play its role ofshareholder.

Moreover, the financial structure and levels of debt of certain
operating subsidiaries (CPI, IHS Tarkett) increase the risk to thevalue of these operating subsidiaries. While leverage makes highInternal Rates of Return (IRR) possible on these investments, it also
exacerbates financial difficulties in the event of a significant
slowdown in economic activity or of an external event which isunfavorable for markets, by restricting the access of the companies
in question to liquidity and by subjecting them to the risk that
financial covenants will trigger accelerated maturity of theirfinancial debt (see note 7-2 “Managing liquidity risk”). Moreover,the 2009 financial crisis has shown that banks’ own difficulties (e.g.
access to liquidity, prudential ratios) could make refinancing thedebt of these companies more difficult. To prevent and manage therisk incurred by these companies’ financial structure, cash flow andfinancial covenant forecasts are prepared regularly, based on
various scenarios, in order to prepare, if necessary, targeted
solutions to ensure their long-term survival and to create value. An
in-depth analysis of these sensitivities was carried out at the start of
the Covid-19 crisis across the Group and these analyzes remainclosely monitored. Moreover, Wendel and its subsidiaries are inclose contact with the lenders of these companies, in order to more
effectively manage the restrictions on these financing agreements.
The value of investments is therefore subject to the risk that theireconomic and financial performance and their development andprofitability prospects may be affected by difficulties related to theirorganization, their financial structure, their exposure to currencies,
their sector of activity, the global economic environment and/or
risks as sudden and violent as a cyber-attack, a geopolitical crisis(see note 38-4 “Exposure to the war in Ukraine”) or a global
epidemic crisis. The value of investments is also subject to financial
market risk and equity market risk in particular. However, Wendel isa long-term shareholder with no short-term demands on the valueof its assets at a specific point in time, even though it monitors NAV
trends very closely.

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Notes to the financial statements

Note 7-1.2

Equity market risk

As of December 31, 2021, equity market risk related chiefly to: consolidated and equity-method shares, whose “recoverable
values” used for impairment tests are based on market
parameters, including, and depending on the case, the discountrate used in calculating “value in use” or the market price used in
calculating “fair value” (see impairment tests in note 9“Goodwill” and note 12 “Equity-method investments”);

 the investment in IHS recorded in non-current financial assets atfair value, i.e. at the stock market price (see note 4 “Changes inscope of consolidation” and note 15 “Financial assets andliabilities”); changes in this value are recorded in othercomprehensive income in accordance with Group accounting
principles. At December 31, 2021, the value was €785 million,
after a loss of €357 million recognized in other comprehensive
income corresponding to the change in fair value between thedate of the IPO, when the investment was reclassified as afinancial asset, and the year-end. Excluding the change in thevalue of the US dollar (the company’s quoted currency), a +/-5%
change in the share price would lead to an impact of+/€-39 million in other comprehensive income; investments

by Wendel Lab, whose total value was€136.6 million at December 31, 2021. They are recognized atfair value, with changes recognized through profit or loss; A+/-5% variation in their value would therefore result in an impact
of approximately +/-€7 million in net financial expense (seenote 15 “Financial assets and liabilities”);

 minority buy-out commitments (minority puts) and liquidity
commitments of co-investments granted by Wendel and its
holding companies, which are recognized as financial liabilities.
Their value is based on the fair value of the relevant investment,or, in other cases, determined by a contractual formula basedon a fixed multiple of operating margin less net debt. As of
December 31, 2021, the total of these financial liabilities was€315 million, including the minority put granted by Stahl on
BASF’s interest in that company (see note 15 “Financial assets
and liabilities”). When the buy-out price is based on fair value, it
is most often estimated using the calculation method used for
net asset value (as described in the Group’s annual financial
report), i.e. the application of peer multiples to the operating
margin of the relevant investments in order to estimate theenterprise value, allowing the value of equity to be calculated
once debt has been deducted. In the event of a 5% increase in
the operating margins of the stakes in question, the total
amount of the minority buy-out commitments and liquidity
commitments for the co-investments granted by Wendel and its
holding companies and the buy-out commitment granted by
Stahl to BASF would increase by around €23 million. This376  - Universal registration document 2021

change would mainly be recognized in consolidated reserves.
Other Group operating subsidiaries also granted minority puts
(see note 15 “Financial assets and liabilities”);

 the Wendel syndicated loan covenants, which are based onratios of financial debt to the value of assets, are described innote 7-2.4 “Financing agreements and covenants of Wendel andits holding companies”. At December 31, 2021, this facility was
not drawn and Wendel was in compliance with these covenants;and the degree of financial leverage of Wendel and its holding
companies (i.e. net debt/assets), a key indicator of the cost ofbond and bank financing, which Wendel may seek to access.
This indicator is also tracked by the Moody’s and Standard &Poor’s rating agencies, which Wendel has retained to rate its
financial structure and bonds. Since the end of 2018, this ratio
has been at a low level, enabling the Group to consider making
new investments and dealing with the uncertainties related tothe crisis caused by Covid-19 while maintaining a solid financial
structure.

Note 7-2

Liquidity risk

Note 7-2.1

Liquidity risk of Wendel
and the holding companies

Wendel’s cash requirements relate to investments (including thecommitments described in note 35 “Off-balance sheet
commitments”, in particular the minority put options and thecommitments of Wendel Lab, as well as the commitment ofinvestment in Acams signed in January 2022 after the closing dateand described in note 38 “Post-balance sheet events”), debt
servicing, overheads, treasury share buybacks and dividends paid.
These needs are covered by cash and short-term financial
investments, asset turnover, bank and bond financing, anddividends received from subsidiaries and associates.
As regards asset rotation, certain agreements, notably shareholder
agreements, may temporarily limit Wendel’s ability to dispose ofcertain of its assets; at December 31, 2021, the main asset subject
to this type of constraint is the investment in IHS, which is subject toa lock-up clause following its initial public offering (see note 35-5
“Shareholder agreements and co-investment mechanisms”). An
unfavorable environment for the equity market (public or private) ora minority shareholder position without shareholder agreement
preventing the initiation of a sale or IPO process may also limit theGroup’s ability to sell the assets concerned.
Access to financing may be limited by the items described in the“Managing debt” section of this Note.

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Notes to the financial statements

Lastly, operating subsidiary dividends may be limited by theiroperating and financial position (see note 7-2.2 “Liquidity risk ofoperating subsidiaries”) and by the documentation of theirborrowings (see note 7-2.5 “Financial debt of operating
subsidiaries, documentation and covenants”). In addition, aminority shareholder position does not make it possible to decide
on a dividend without the agreement of the other shareholders.
1.
Cash position and short-term financial investments
As of December 31, 2021, the cash and short-term financial
investments of Wendel and its holding companies (excluding
operating subsidiaries) amounted to €650 million and consisted
mainly of €132.2 million in euro money market funds,€281.3 million in financial institution funds and €236.9 million inbank accounts and deposits denominated chiefly in euros.
2.
Monitoring cash and short-term financial investments
Every month cash & equivalents (including short-term financial
investments) and cash flow are displayed on a chart detailing thechanges during the month and the month-end position. This chart
is presented to the Executive Board on a monthly basis. It alsodetails the various cash and short-term financial investment vehicles
utilized, as well as counterparty information. Finally, another chartindicating the expected cash flows over the coming months andyears is prepared on a regular basis and used to determine thematurity and amount of financing requirements according todifferent scenarios.
Cash investment vehicles consist of short-term bank deposits andlow-volatility, money-market mutual funds (classified under “cashand cash equivalents”) and funds managed by financial institutions(classified under “other financial assets”). These investments arevalued daily (or in some cases weekly). Amounts allocated to morevolatile funds, potentially generating higher returns, represent an
insignificant portion of cash and short-term financial investments. In
choosing the various types of investments, Wendel takes into
account the compatibility of their term with its debt repayment
obligations and those of its holding companies.
3.
Financial maturities and debt
In May 2021, Wendel issued a new bond of €300 million maturingin June 2031 with a coupon of 1%. The proceeds of this issue wereused to repay the entire April 2023 bond of €300 million. These
two transactions enabled Wendel to extend the average maturity ofits bond debt. As of December 31, 2021, the nominal value of bonddebts amounted to €1,600 million.

6

Wendel also has an undrawn €750 million syndicated loan
maturing in October 2024. Wendel was in compliance with its
financial covenants as of December 31, 2021. In 2021, its marginlevel has been indexed by Wendel to the achievement of ESG
targets; should these targets not be met there would be no impact
on the availability of this line; however, if those targets were to be
met, the margin would be reduced. This undrawn line of credit
notably gives Wendel enough flexibility to take advantage ofinvestment opportunities.
At the closing date for the consolidated financial statements,
Wendel’s long-term rating from Standard & Poor’s was BBB “stable”
outlook, and the short-term rating A-2. Similarly, Moody’s has
assigned Wendel a rating of Baa2 “stable” outlook with a short-term
rating of P-2.
4.
Managing debt
To manage debt maturities, Wendel must find the necessary
resources to cover the repayment of its financial obligations at theirmaturity. These resources can derive from available cash, asset
rotation or new financing. This latter resource may be limited by: the availability of bank and bond lending sources, which has
been restricted by financial market volatility, banks’ access toliquidity, and pressure from financial institution regulators;

 the level of financial leverage of Wendel and its holding
companies (i.e. net debt/assets ratio), which is a key credit risk
indicator tracked by Wendel’s lenders and by the financial rating
agencies, which rate Wendel’s financial structure. Similarly, thesyndicated loan is subject to financial covenants based primarilyon the market value of Wendel’s assets and the amount of net
debt (see note 7-2.4 “Description of the financing agreements
and covenants of Wendel and its holding companies”). Leveragedepends in particular on asset values and is therefore subject toequity market risk (see note 7-1 “Equity market risk”). It also
depends on investments and divestments, which increase anddecrease, respectively. It should be noted that in this regard, theGroup has granted buyback commitments described innote 35-5 “Shareholder agreements and co-investment
mechanisms”, the exercise of which would have similar effects
on financial leverage to that of an investment; and a potential financial rating downgrade for Wendel from thefinancial rating agencies.

In January 2022 (post-closing), a new €300 million bond maturing
in January 2034 with a coupon of 1.375% was issued. On theclosing date, the bonds mature between October 2024 andJanuary 2034, with an average maturity of six years.

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Notes to the financial statements

To manage refinancing risk, Wendel seeks to align the maturities of
its bond and bank financing with its long-term investor outlook.
Wendel therefore secures medium to long-term financing andextends existing maturities when market conditions allow and when
Wendel management deems it necessary to do so. Investment
decisions are made taking into account their impact on the financial
leverage (net debt-to-asset ratio).

Note 7-2.2

Liquidity risk of operating subsidiaries

1.
Managing the liquidity risk of operating subsidiaries
The management of each operating subsidiary is responsible formanaging the cash, debt, and liquidity risk of that entity.
Cash and debt levels of the operating subsidiaries are reported
regularly to Wendel. Forecasts of bank covenant compliance for the
coming year and over the lifetime of the business plan areprepared annually and any time an event occurs that could have amaterial impact on the covenants. These forecasts and calculationsof covenant compliance are reviewed regularly by Wendel.
2.

Management of the liquidity risk of Wendel’s operating
subsidiaries
The financial debts of the operating subsidiaries are without
recourse to Wendel. Thus, the liquidity risk of these subsidiaries
only affects Wendel when Wendel decides or accepts it. Wendel
has no legal obligation to support operating subsidiaries
experiencing cash flow difficulties. Similarly, subsidiaries are notbound by any mutual support undertakings. As a result, Wendel’sliquidity would only be affected if it decided to contribute cash toan operating subsidiary. Such a decision would result from an
in-depth analysis of all the constraints to which Wendel is subject,including return on investment, Wendel’s own liquidity, additional
investment in other subsidiaries and new investments.

Note 7-2.3

Wendel’s liquidity outlook

Wendel’s next significant financial deadline is the €500 millionbond, due to be redeemed in October 2024. Wendel’s liquidity riskover the 12 months following the reporting date is therefore low
given its high level of cash and short-term financial investments andits €750 million fully-undrawn syndicated credit line.

Note 7-2.4

Financing agreements and covenantsof Wendel and its holding companies

1.
Bonds issued by Wendel – Documentation
These bonds are not subject to financial covenants, but carrystandard clauses for this type of debt instrument (prohibition or
restriction on the pledging of assets as collateral to certain types oflenders, accelerated maturity should Wendel default on a payment
beyond certain thresholds, change of control clause, etc.).
2.

Wendel’s syndicated loan – documentation and covenants(undrawn as of December 31, 2021)
The syndicated loan has financial covenants associated with it,
based primarily on the market value of Wendel’s assets and on theamount of its net debt.
Wendel’s net debt figure is based on consolidation of the Group’s
financial holding companies and does not include the debt ofoperating companies or that of holding companies set up for the
purpose of acquisitions. The net debt taken into accountcorresponds to Wendel bonds and the syndicated loan, whendrawn, reduced by cash.
Net debt of the Group subsidiaries is deducted from the grossrevalued assets of these subsidiaries inasmuch as it is without
recourse to Wendel.
These covenants are as follows:

In the context of the economic crisis triggered by Covid-19, Wendel
and its operating subsidiaries have examined their liquidity position
and any constraints connected to their financial covenants. As of
the closing date of the 2021 financial statements, Wendel does notexpect to re-invest in its subsidiaries to provide them with financial
support.

 the net financial debt of Wendel and the financial holding

Changes in the economic and financial situation of subsidiaries canalso have an impact on Wendel’s liquidity via the amount ofdividends they pay to Wendel. Accordingly, Bureau Veritas did not
pay a dividend in 2020 given the context of the Covid-19 crisis. The
amount paid by this company in July 2021 was €0.36 per share andthe amount proposed for approval by the Shareholders’ Meeting in
June 2022 is €0.53 compared to €0.56 per share in 2019 before theCovid-19 crisis. Similarly, changes in the economic and financial
position of investments have an impact on their value; however, thisvalue is taken into account in calculating Wendel’s financial
leverage (see note 7-1.2 “Equity market risk”).

companies plus their off-balance-sheet commitments that areakin to unsecured debt, less their available cash (not pledged
or in escrow), to

378  - Universal registration document 2021

companies compared to the gross revalued value of assets after
unrealized taxes (excluding cash) must not exceed 50%; and the ratio of: the unsecured gross debt of Wendel and its financial holding the amount of 75% of the value of the available listed assets(not pledged or in escrow) and 50% of the value of available
unlisted assets (not pledged or in escrow);must not exceed 1.

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Notes to the financial statements

These ratios are tested half-yearly when there are drawdowns
under the syndicated loan line. As of December 31, 2021 Wendel
was in compliance with all covenants.
The syndicated loan agreement carries standard covenants for thistype of debt instrument (prohibition or restriction on the pledging
of assets as collateral to certain types of lenders, accelerated
maturity should Wendel default on a payment beyond certain
thresholds, change of control clause, etc.).

Note 7-2.5

Financial debt of operating subsidiaries– Documentation and covenants

1.
Bureau Veritas’ financial debt
This debt is without recourse to Wendel.
As of December 31, 2021, Bureau Veritas’ gross financial debt
amounted to €2,474.1 million (excluding financial liabilities related
to the application of IFRS 16) and its cash balance to€1,420.7 million. At the end of 2021, Bureau Veritas also had aconfirmed undrawn credit line of €600 million.
Certain financing of the Bureau Veritas Group is subject tocompliance with contractually defined ratios applicable to the test
periods of December 31 and June 30.
In June 2020, Bureau Veritas had obtained a waiver from its
banking partners and US Private Placement investors for therelaxation of these banking ratios for the June 30, 2020,
December 31, 2020 and June 30, 2021 tests. In May 2021, Bureau
Veritas withdrew early from the amendment negotiated with US
Private Placement investors to revert to the initial bank ratios.
As of December 31, 2021, all these commitments were met. These
commitments can be summarized as follows: the first ratio is defined as the ratio of the adjusted net financial
debt and the adjusted consolidated EBITDA (earnings before
interest, taxes, depreciation, amortization and provisions) for thelast 12 months of any acquired entity, and must be less than 3.5.
As of December 31, 2021, this ratio was 1.10; and the second ratio represents the consolidated EBITDA (earnings
before interest, taxes, depreciation, amortization and provisions)adjusted for the last 12 months of any acquired entity for net
financial expenses, and must be greater than 5.5. As of
December 31, 2021, this ratio was 16.33.

62.
Constantia Flexibles’ financial debt
This debt is without recourse to Wendel.
At December 31, 2021, the nominal amount of Constantia
Flexibles‘ gross financial debt was €705.3 million (including
accrued interest and excluding issuance costs and financial
liabilities related to the application of IFRS 16), and its cash balanceat €204.7 million (to this cash is added €137.5 million in deposits
given as collateral to certain lenders and which are classified as
financial assets).
At the end of 2021, Constantia Flexibles had a revolving credit
facility of €125 million maturing in October 2022, it was undrawn
and available. This loan was subject to the following financial
covenant: the ratio of net financial debt to EBITDA over the last
12 months had to be less than 3.75 (this threshold could be
temporarily raised to 4.5 in the event of acquisitions). This covenant
was met at the end of 2021 with a ratio of 1.8.
The revolving credit facility mentioned above was refinanced in
February 2022 (post-closing). The new loan amounts to€200 million with a maturity in February 2027. Its financial covenant
only applies in the event of a drawdown: the ratio of net financial
debt to EBITDA over the last twelve months must then be less than
4.00 (this threshold may be temporarily increased to 4.50 following
acquisitions).
As of December 31, 2021, deconsolidating factoring amounted to€143.3 million.
The documentation related to Constantia Flexibles’ debt contains
the standard restrictions for this type of credit facility. Certaintransactions, such as mergers, asset divestments, granting
collateral, acquisitions, additional debt, payment of dividends orchanges in ownership structure are prohibited, restricted, or
require prior approval of the lenders. The loan agreements also
provide for cross-default clauses between Constantia Flexibles’
borrowings above a certain threshold.
3.
Stahl’s financial debt
This debt is without recourse to Wendel.
As of December 31, 2021, Stahl’s gross bank debt was€388.7 million (including accrued interest, and excluding issue
costs and financial liabilities related to the application of IFRS 16).
Its cash balance was €227.5 million. The revolving credit facility of€27.0 million is undrawn and available.
The ratio of consolidated net debt to LTM EBITDA (gross operating
income over the past 12 months) must be less than or equal to 3.5
at December 31, 2021. This covenant has been met, with a ratio of0.80 at the end of 2021.
The documentation related to Stahl’s debt contains the standard
restrictions for this type of credit facility. Certain transactions, suchas mergers, asset divestments, granting collateral, acquisitions,additional debt, payment of dividends, share buybacks or changes
in ownership structure are prohibited, restricted or require priorapproval of the lenders.

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Notes to the financial statements

4.
CPI’s financial debt
This debt is without recourse to Wendel.
As December 31, 2021, the nominal amount of CPI’s gross financial
debt was $326.2 million (including accrued interest and excluding
issue costs and financial liabilities related to the application of
IFRS 16). Its cash balance was $7.6 million. CPI has repaid$20 million of revolving credit in 2021, and only $3 million remains
drawn on a total of $30 million.
As of December 31, 2021, the ratio of net financial debt torecurring EBITDA for the last 12 months (defined according to theNote 7-3

banking contract) was 6.00. This is lower than the maximum
leverage of 10.50 required by the lenders (the maximum limit will
be gradually reduced to 8 in December 2025).
The documentation related to CPI’s debt contains the standard
restrictions for this type of credit facility. Certain transactions, suchas mergers, dissolutions, asset divestments, granting col lateral,acquisitions, additional debt, payment of dividends, sharebuybacks or changes in ownership structure are prohibited,
restricted or require prior approval of the lenders.

Interest rate risk

As of December 31, 2021, the exposure of the Wendel Group (Wendel, its holding companies, and fully-consolidated operating
subsidiaries) to interest rates was limited.
Fixed rate

In billions of euros

Capped rate

Floating rate

Gross debt

4.1

1.4

Cash and short-term financial investments

-0.3

-2.2

Impact of derivatives

0.2

0.4

-0.6

INTEREST-RATE EXPOSURE

4.0

0.4

-1.4

134%

13%

-46%

The notional amount of derivative instruments was weighted by the
portion of the 12 months following December 31, 2021 during
which they will hedge interest rate risk.
A +100 basis point change in the interest rates on which theinterest rate exposure of the consolidated Group is indexed would
have an impact of around €+15.5 million on net finance income
before tax over the 12 months after December 31, 2021, based on
net financial debt as of December 31, 2021, interest rates on thatdate, and the maturities of existing interest rate hedging
derivatives. This positive impact on a rate increase is the effect of avery significant Group cash position (exposed to floating rates) anda number of financing measures incorporating floor rates that makethem insensitive to part of the rate increase.

Note 7-4

Credit risk

Each operating subsidiary has set up a policy to monitor its
customer credit risk and the receivables for which a risk of
non-payment exists are subject to write-down. As of the closing
date, owing to the Group’s geographical and sector diversification,
there was no significant concentration of credit risk in tradereceivables.

The cash and financial investments of Wendel SE and its holding
companies are placed essentially with top-ranking financial
institutions. Given the total amount of cash and short-term financial
investments held as of December 31, 2021, significant amounts
may be invested with the same financial institution. Derivative
contracts are entered into with top-ranking financial institutions.

Note 7-5

Currency risk

Note 7-5.1

WendelMost of Group investments operate in several countries and, as aresult, derive a share of their earnings in currencies other than theeuro, notably the US dollar. As of December 31, 2021, theoperating subsidiaries with the greatest exposure to the US dollar
or whose reporting currency is the US dollar are Bureau Veritas,
Constantia Flexibles, CPI and Stahl.
At the beginning of March 2021, the €800 million eurodollar crosscurrency swap hedge was unwound and Wendel received€39.5 million. The amounts accumulated in hedging reserves since
the inception of this instrument will be recycled to the income
statement when the hedged assets are disposed of.

Note 7-5.2

Bureau Veritas

Due to the international nature of its activities, the Bureau Veritas
Group is exposed to currency risk arising from the use of several
foreign currencies even though natural hedges may exist due to thefact that many of the entities where services are supplied locallyhave corresponding costs and revenues.

380  - Universal registration document 2021

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Notes to the financial statements

6

Currency risk from operations

Note 7-5.3

For Bureau Veritas activities in local markets, costs and revenues
are mainly expressed in local currency. For activities related to
global markets, a portion of revenue is denominated in US dollars.

In 2021, 35% of Constantia Flexibles’ revenue was generated incurrencies other than the euro, including 11% in US dollars. A+/-5% fluctuation in the US dollar, or in currencies correlated to it,against the euro would have had an impact of around +/-1.2% onConstantia Flexibles’ operating income before depreciation,amortization and provisions (excluding goodwill allocation andnon-recurring expenses), i.e. an impact in the order of+/-€2.3 million.

The share of US dollar-denominated consolidated revenue in 2021
in countries with a functional currency other than the US dollar or
currencies correlated to the US dollar was 7%.
Accordingly, a 1% variation in the value of the US dollar against all
currencies would have an impact of 0.07% on Bureau Veritas’consolidated revenue.

Conversion risk
Since the presentation currency of the financial statements is theeuro, Bureau Veritas must convert into euros the income andexpenses in currencies other than the euro when preparing thefinancial statements. This conversion is carried out at the averagerate for the period. As a result, changes in the exchange rate of theeuro against other currencies affect the amount of the items
concerned in the consolidated financial statements, even if theirvalue remains unchanged in their original currency.

Note 7-5.4

Constantia Flexibles

Stahl

In 2021, 57% of Stahl’s revenue is in currencies other than the euro,
including 32% in US dollars, 13% in Chinese yuan, 5% in Indianrupees and 3% in Brazilian reals. A +/-5% fluctuation in the US
dollar, or in currencies correlated to it, against the euro would have
had an impact of around +/-5% on Stahl’s 2021 operating income
before impairment and amortization (excluding goodwill allocationand non-recurring expenses), or +/-€8 million.

In 2021, over 70% of the Group’s revenue was the result of theconsolidation of the financial statements of entities with a functional
currency other than the euro:

In addition, Stahl has financial debt of €389 million, the majority ofwhich is denominated in US dollars ($434 million, or €384.6 million)
and carried by a company with the euro as its functional currency.
Therefore, a +/-5% fluctuation in the US dollar’s value against theeuro would result in the recognition of a currency impact of about+/-€19 million in net finance income/expenses.

 17.4% of revenue come from entities whose functional currency

Note 7-5.5

is the US dollar or a correlated currency (including the Hong
Kong dollar); 12.6% of revenue comes from entities where the functional
currency is the Chinese yuan renminbi;

 4.4% of revenue comes from entities where the functional
currency is the Australian dollar;

 3.9% of revenue comes from entities where the functional
currency is the Canadian dollar;

 3.5% of revenue come from entities where the functional
currency is the pound sterling;

CPI

CPI operates chiefly in the United States and its functional currency
is US dollars. In 2021, 20% of CPI’s revenue was generated incurrencies other than the US dollar, including 9% in Canadiandollars, 7% in sterling, 2% in euros, and 2% in Australian dollars. A+/-5% change in the value of these currencies against the US dollar
would have had an impact of around +/-1.3% on EBITDA for theperiod (excluding goodwill allocation and non-recurring expenses),i.e. an impact of +/-€0.6 million. In addition, a change of this kind in
the value of the dollar against the euro would have an impact in theorder of +/-€1.7 million on the EBITDA generated by thisinvestment, expressed in euros in Wendel’s consolidated accounts.

 2.5% of revenue comes from entities where the functional
currency is the Brazilian real.
No other currency represents more than 4% of revenue.
Accordingly, a 1% fluctuation of the euro against the US dollar andthe currencies correlated to it would have had an impact of 0.174%
on Bureau Veritas’ 2021 consolidated revenue. The impact on
operating income for 2021 would be 0.160%.

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Notes to the financial statements

Note 7-6

Commodity risk

The Group investments most exposed to the risk of changes incommodity prices are Stahl and Constantia Flexibles.
Stahl’s raw material purchases represented approximately€420 million in 2021, reflecting a 20% increase in raw material andpackaging costs (adjusted for the volume effect). A 10% increase in
the price of the commodities used by Stahl would have led to atheoretical increase in the cost of these raw materials of around€42 million on a full-year basis. In addition, the increase in ocean
freight costs had an impact on the Group of €7 million. The
volatility of raw material prices and the continued increase in ocean
freight costs have led Stahl to raise its selling prices in 2021. Stahl

382  - Universal registration document 2021

nevertheless considers that, circumstances permitting, continuing ashort-term increase in the sales price of its products would offset
the overall effect of such raw material price increases.
Constantia Flexibles purchased around €962 million ofcommodities in 2021. A 10% increase in the price of the raw
materials used by Constantia Flexibles would have led to atheoretical increase in the cost of these raw materials of around€96 million on a full-year basis. Constantia Flexibles has a policy ofprotecting itself against fluctuations in aluminum prices throughhedging contracts. In 2021, raw material prices increased
significantly, which the Group believes it has offset by the increasein sales prices.

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Notes to the financial statements!"&

6%02809?491:=8,?4:9

The business sectors correspond to the shareholdings:

Non-recurring income

 Bureau Veritas – certification and verification;“Non-recurring income” includes, for the entire scope of
consolidation, the net after-tax amounts not linked to the operatingor ordinary activities of subsidiaries and associates or to therecurring operations of Wendel and its holding companies: Constantia Flexibles – flexible packaging; Cromology – paint manufacturing and distribution reclassified
under IFRS 5 “Operations held for sale” (see note 4 “Changes inscope of consolidation”);

 Stahl– high-performance
products;

coatings

andleather-finishing Crisis Prevention Institute (CPI) – Training services; IHS – equity method and deconsolidated in 2021 (see note 4“Changes
in
scope
of
consolidation”)–
mobiletelecommunications infrastructures in Africa, Middle East and
Latin America; and Tarkett – equity method – flooring and sports surfaces.
The analysis of the income statement by business sector is split
between net income from operations, non-recurring items andeffects related to goodwill.
In accordance with the recommendations of the various accounting
standard setters, the costs incurred by the pandemic have not been
specifically restated in the income statement and are presented inoperating income from ordinary activities.

Net income from operations
Net income from operating segments is the Group’s “recurring”
income. It consists of net income from investments and fromholding companies and excludes non-recurring items and theimpact of goodwill, as defined below:

 income from equity investments is defined as the net income ofcompanies under exclusive control (full consolidation: Bureau
Veritas, Constantia Flexibles, Cromology, Stahl and CPI) and
Wendel’s share in the net income of equity investments
recognized using the equity method (IHS for a part of the period
and Tarkett) before non-recurring items and effects related togoodwill allocations; capital gains and losses from the divestment of assets;
 restructuring costs considered exceptional;
 exceptional legal disputes, notably those that are not linked tooperating activities;

 changes in “fair value”;
 impairment losses on assets, and in particular on the value of
goodwill; currency impact on financial liabilities;
 financial restructuring expenses and the income and expenses
related to extinguishing debt; and any other significant item unconnected with the Group’srecurring operations.

Impact of goodwill allocation
The impact of goodwill on the income statement derives from therevaluation of assets and liabilities carried out at the time of theacquisition (or from changes in allocation within 12 months of thetransaction). The affected items are primarily: inventories and work-in-progress;
 property, plant & equipment; intangible assets, including brands and contracts; and the related deferred taxes.
These accounting items modify net income from investments bydisconnecting the income statement from the cash flows derivingfrom the business activity of those companies (because theaccounting entries relate to the companies’ acquisition prices andnot their business activities).

 the net income of holding companies incorporates the generaland administrative expenses of Wendel and its holding
companies, the cost of the net debt put in place to finance
Wendel and its holding companies, and the tax expense andincome connected with these items. The amounts shown arethose recognized at the level of Wendel and all of its
consolidated financial holding companies (excluding acquisition
holding companies and operating subsidiaries).

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Notes to the financial statements

Note 8-1

Income statement by business segment for 2021
Equity associates
BureauVeritasIn millions of euros

Constantia
Flexibles Cromology

Stahl

CPI

IHS

Wendel &holding
Tarkett companies

Total
Group

Net income from operations
Net sales

4,981.1

1,603.4

-

831.3

88.2

EBITDA(1)

N/A

201.0

-

179.9

43.6

801.8

82.1

-

153.2

35.7

2.0

-

1.5

0.4

Adjusted operating income(1)Other recurring operating items

7,503.9
1,072.8

Operating income

801.8

84.1

-

154.7

36.1

-73.8 1,002.9

Finance costs, net

-73.6

-14.0

-

-14.6

-24.4

-33.7

Other financial income
and expenses-160.4

0.4

-1.7

-

14.3

-0.2

-3.9

8.9

-219.3

-17.5

-

-40.4

-3.8

-

-281.0Share in net income of equity-method
investments

-

-

-

-

-

-

30.7

Net income from discontinued
operations and operations held for sale

-

52.4

Tax expense

27.7

3.0

-

-

52.4

-

-

RECURRING NET INCOME FROMOPERATIONS

509.2

50.9

52.4

113.9

7.8

27.7

3.0

-111.3653.7

Recurring net income from operations –Non-controlling interests

337.9

20.2

2.7

36.5

0.3

-

-

-

397.5

RECURRING NET INCOME FROMOPERATIONS – GROUP SHARE

171.4

30.8

49.7

77.4

7.5

27.7

3.0

-111.3

256.2

-83.0

-50.7

-

-23.2

-18.4

-18.0(2)-193.2(5)

Non-recurring income
Operating income
Net financial expense
Tax expense
Share in net income of equity-method
investments
Net income from discontinued
operations and operations held for sale

-

-2.5

-

-30.6

-

24.5(3)

-8.6

20.0

12.9

-

13.7

6.0

-

52.6

-

-

-

-

-

888.9

-18.8

-5.9

913.5(4)

-

-

-17.5

0.6

-

-

-16.9

-63.0

-40.3

-17.5

-39.5

-12.3

-18.8

-5.9

920.0

722.6

 Nonrecurring items

-12.0

-8.6

-17.5

-24.2

-0.1

-10.9

-0.5

920.0

846.3

 Impact of goodwill allocation

-47.3

-31.0

-

-15.3

-12.3

-

-5.4

-

-111.2

 Asset impairment

-3.8

-0.7

-

-

-

-7.9

-

-

-12.4

Non-recurring net income – non-controllinginterests

-

3.5

-68.0
790.6

NON-RECURRING NET INCOME
of which:

-41.7

-15.8

-0.9

-12.7

-0.5

NON-RECURRING NET INCOME –GROUP SHARE

-21.3

-24.5

-16.6

-26.9

-11.9

-18.8

-5.9

916.4

CONSOLIDATED NET INCOME

446.2

10.6

34.9

74.4

-4.6

8.9

-2.9

808.8 1,376.4

Consolidated net income – non-controllinginterests

296.1

4.4

1.8

23.8

-0.2

-

-

CONSOLIDATED NET INCOME –GROUP SHARE

150.1

6.3

33.1

50.6

-4.4

8.9

-2.9

3.5

329.5

805.2 1,046.9(1) Before the impact of goodwill allocation, non-recurring items and management fees.
(2) This item includes the impact of liquidity linked to IHS co-investment mechanisms for an amount of €-8.8 million (see note 6 “Participation ofmanagers in Group investments”).
(3) This item includes the impact of the positive change in fair value and the disposal of Wendel Lab’s financial assets net of tax for €44.5 million.
It also includes the early redemption premium of the 2023 bond for €-8 million (see paragraph “Financial maturities and debt” in note 7-2.1“Liquidity risk of Wendel and its holding companies”) as well as the change in fair value related to foreign exchange hedges implemented by
Wendel for €-6 million (see note 7-5.1 “Currency risk – Wendel”).
(4) This item includes the impact of the deconsolidation result of IHS (see note 4 “Changes in scope of consolidation”).
(5) This item includes the foreign exchange impact for the period of €-32 million.

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Notes to the financial statements

Note 8-2

6

Income statement by business segment for 2020
Equityassociates

BureauVeritasConstantia
Flexibles

Net sales

4,601.0

1,505.3

669.4

-

56.0

EBITDA(1)

N/A

183.3

152.3

-

22.9

615.0

79.4

124.4

-1.4

15.8

2.0

1.5

0.7

0.4

In millions of euros

Cromology

Stahl Tsebo

CPI

IHS

Wendel &holdingcompanies

Total
Group

Net income from operations

Adjusted operating income(1)Other recurring operating items

6,831.7
833.2

Operating income

615.0

81.4

125.9

-0.7

16.2

-63.7

774.1

Finance costs, net-105.6

-16.9

-18.2

-

-25.7

-33.5

-199.9Other financial income and expenses

-32.2

-3.6

-1.5

-0.7

-0.5

-15.9

-54.4

Tax expense-174.7

-11.4

-27.9

-

7.4

-1.1

-207.7

Share in net income of equity-method
investments

0.1

-

-

-

-

-

-5.2

Net income from discontinued
operations and operations held for sale

-

9.4

-5.3

-

-

15.6

-

-6.2

-

RECURRING NET INCOME FROMOPERATIONS

302.8

49.5

15.6

78.3

-7.6

-2.6

-5.3

-114.2

316.4

Recurring net income from operations –non-controlling interests

200.7

18.3

0.7

25.1

-5.5

-0.1

-

-0.1

239.2

RECURRING NET INCOME FROMOPERATIONS – GROUP SHARE

102.1

31.2

14.9

53.2

-2.1

-2.5

-5.3

-114.277.3-207.7-126.0-23.6-18.6(2)-511.1

-

-2.6

(4)

26.7

-

-

8.6(3)

32.7

43.9

23.7

-0.5

-

24.6

-

91.7

-

-0.1

-

-

-

-58.0(5)

-

-58.1

-

Non-recurring income
Operating income
Net financial expense
Tax expense
Share in net income of equity-method
investments
Net income from discontinued
operations and operations held for sale
NON-RECURRING NET INCOME- -135.1

-

-

-7.6

1.0

-95.1

-1.0

-102.6-163.8-105.0-7.6

3.6-95.1 -110.5

-58.0

-11.1

-547.4

-7.6

-52.8

-11.1

-108.9--170.6of which: Nonrecurring items

-33.2

-21.6

19.1

-

-1.7

 Impact of goodwill allocation-104.0

-29.6

-15.5

-

-21.4

 Asset impairment

-26.6

-53.9

-

-95.1

-87.3

-5.2

-

-268.0Non-recurring net income – non-controllinginterests

1.2

-55.2

-4.3

-0.2

-

-206.1-106.6

-40.6

-0.4

NON-RECURRING NET INCOME –GROUP SHARE

-57.2

-64.5

-7.2

2.5

-39.9 -106.1

-57.9

-11.1

-341.4CONSOLIDATED NET INCOME

138.9

-55.5

8.0

81.9 -102.7 -113.0-63.3-125.3-231.0Consolidated net income – non-controllinginterests

94.1

-22.3

0.4

26.3

-60.7

-4.4

-0.2

-0.1

33.1

CONSOLIDATED NET INCOME –GROUP SHARE

44.8

-33.2

7.7

55.6

-42.0 -108.6-63.1-125.2-264.1(1) Before the impact of goodwill allocation, non-recurring items and management fees.
(2) This item included the net proceeds from the unwinding of the guarantee relating to the financing of an investor in Tsebo and the impact of cash
linked to co-investment mechanisms in the amount of €-20 million.
(3) This item included the foreign exchange impact for the period for €+3.2 million and the change in the fair value of Wendel Lab’s financial assets for€+3.1 million.
(4) This item included the foreign exchange impact for the period of €+31.9 million.
(5) This item included the exchange rate impact for the period of €-71.4 million and the fair value of derivatives for €+20.4 million.

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Notes to the financial statements

Note 8-3

Balance sheet by operating segment as of December 31, 2021

In millions of euros

Bureau Constantia
VeritasFlexibles Cromology

Stahl

CPI

Tarkett

Goodwill, net

Wendel &holdingcompanies

Total
Group

2,451.1

483.5

-

131.5

444.5

-

-

3,510.6

Intangible assets, net

600.0

429.0

-

217.6

289.2

-

0.6

1,536.4

Property, plant & equipment, net

364.3

592.6

-

124.2

2.9

-

8.4

1,092.4

Property, plant and equipment
under operating leases

376.3

34.7

-

13.0

3.1

-

0.9

428.0

Non-current financial assets

106.6

146.2

-

2.1

0.2

-

929.8

1,184.8

-

-

-

-

-

-

0.5

0.5

0.8

-

-

-

-

215.0

-

215.8

Pledged cash and cash equivalents
Equity-method investments
Deferred tax assets

128.5

21.4

-

17.6

-

-

-

167.5

Non-current assets

4,027.6

1,707.4

-

506.0

739.9

215.0

940.1

8,136.0
834.0

Assets and operations held for sale

-

3.3

828.4

2.3

-

-

-

57.6

277.3

-

144.9

0.9

-

-

480.7

1,194.6

160.6

-

154.4

9.9

-

0.1

1,519.5

Inventories
Trade receivables
Contract assets (net)

307.9

-

-

-

-

-

-

307.9

Other current assets

251.9

30.2

-

18.9

1.3

-

3.4

305.7

Current income tax assets

33.3

13.5

-

4.8

1.0

-

0.2

52.8

Other current financial assets

28.3

3.9

-

0.2

-

-

282.2

314.6

Cash and cash equivalents

1,420.7

204.7

-

227.5

6.7

-

372.2

2,231.8

Current assets

3,294.4

690.2

-

550.6

19.8

-

658.1

5,213.1

TOTAL ASSETS

14,183.1

Shareholders’ equity – Group share

2,601.4

Non-controlling interests

1,587.5

Total shareholders’ equity-

Provisions
Financial debt

-

-

-

-

-

-

4,188.9

266.1

67.8

-

25.1

-

-

13.8

372.7

2,362.0

685.8

-

340.5

278.6

-

1,595.0

5,261.8

Operating lease liabilities

307.5

29.7

-

12.7

2.7

-

1.0

353.6

Other non-current financial liabilities

126.3

26.4

-

-

28.0

-

184.1

364.7

Deferred tax liabilities
Total non-current liabilities

138.8

120.6

-

32.6

50.9

-

4.0

346.8

3,200.6

930.2

-

410.8

360.1

-

1,797.9

6,699.6
491.6

Liabilities held for sale

-

-

491.4

0.1

-

-

-

Provisions

-

4.1

-

0.6

0.3

-

-

5.1

Financial debt

112.1

18.5

-

46.9

4.5

-

19.4

201.3

Operating lease liabilities

107.6

7.4

-

2.2

0.9

-

-

118.2

Other current financial liabilities

75.6

3.8

-

142.2

-

-

2.2

223.8

Trade payables

532.3

357.4

-

94.7

2.0

-

25.7

1,012.1

Contract liabilities (net)

24.9

8.8

-

-

-

-

-

33.6

Other current liabilities

941.8

68.1

-

53.4

6.6

-

20.5

1,090.2

Current income tax assets

101.8

12.6

-

4.5

0.1

-

-

119.0

Total current liabilities

1,896.0

480.6

-

344.5

14.3

-

67.7

2,803.2

TOTAL EQUITY AND LIABILITIES

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Notes to the financial statements

Note 8-4

6

Balance sheet by operating segment as of December 31, 2020

In millions of euros

Bureau Constantia
VeritasFlexibles Cromology

Stahl

CPI

IHS

Goodwill, net

Wendel &holdingcompanies

Total
Group

3,488.6

2,314.9

458.8

177.0

127.7

410.3

-

-

Intangible assets, net

624.8

383.0

169.7

229.0

284.8

-

0.9

1,692.3

Property, plant & equipment, net

348.8

564.4

59.5

124.0

2.7

-

9.6

1,109.0

Property, plant and equipment
under operating leases

375.7

28.6

106.7

14.3

3.6

-

1.6

530.5

Non-current financial assets

104.8

69.7

8.6

3.3

0.2

-

134.2

320.8

Pledged cash and cash equivalents
Equity-method investments

-

-

-

-

-

-

0.4

0.4

0.9

0.2

0.1

-

-

224.1

-

225.2

Deferred tax assets

136.7

22.4

29.1

18.5

-

-

-

206.6

Non-current assets

3,906.5

1,527.2

550.7

516.8

701.5

224.1

146.7

7,573.4

Assets and operations held for sale

-

-

-

8.3

-

-

-

8.3

41.8

211.3

68.9

93.9

0.6

-

-

416.4

Trade receivables

1,055.2

123.3

48.7

142.6

5.4

-

0.2

1,375.3

Contract assets (net)

232.1

-

-

-

-

-

-

232.1

Other current assets

235.7

29.9

43.0

13.1

1.3

-

4.6

327.5

Current income tax assets

46.1

8.7

-

1.9

2.4

-

1.9

61.0

Other current financial assets

23.7

7.4

-

0.1

-

-

280.7

311.9

Inventories

Cash and cash equivalents

1,594.5

164.5

168.0

163.7

10.7

-

798.9

2,900.3

Current assets

3,229.1

545.1

328.5

415.3

20.3

-

1,086.3

5,624.6

TOTAL ASSETS

13,206.3

Shareholders’ equity – Group share

2,003.7

Non-controlling interests
Total shareholders’ equity
Provisions
Financial debt

1,283.8
-

-

-

-

-

-

-

3,287.5

290.2

70.9

46.1

29.8

-

-

16.5

453.4

2,376.2

539.0

187.1

357.8

256.1

-

1,596.7

5,312.9

Operating lease liabilities

320.4

25.0

84.5

13.8

3.0

-

1.6

448.4

Other non-current financial liabilities

91.4

10.8

-

-

18.8

-

162.9

283.9

Deferred tax liabilities
Total non-current liabilities

135.4

114.4

53.3

37.4

56.0

-

0.1

396.7

3,213.6

760.1

371.0

438.9

333.9

-

1,777.8

6,895.3

Liabilities held for sale

-

-

-

-

-

-

-

-

Provisions

-

3.4

2.4

0.1

0.2

-

-

6.1

550.5

13.3

3.2

32.2

20.6

-

27.1

646.8

Financial debt
Operating lease liabilities

99.3

6.1

25.8

2.3

0.9

-

-

134.4

Other current financial liabilities

57.6

2.0

-

105.2

-

-

14.7

179.5

Trade payables

453.2

230.8

97.6

72.5

1.4

-

6.5

862.0

Contract liabilities (net)

18.3

9.3

-

-

-

-

-

27.6

Other current liabilities

813.0

69.0

85.3

36.4

2.4

-

19.4

1,025.5

Current income tax assets

125.8

8.2

-

7.6

-

-

-

141.6

Total current liabilities

2,117.7

342.0

214.4

256.3

25.5

-

67.8

3,023.6

TOTAL EQUITY AND LIABILITIES

13,206.3

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Notes to the financial statements

Note 8-5

Cash flow statement by business segment for 2021
CPI

Wendel &holdingcompanies

Total Group

162.2

44.2

-58.3

1,423.7

-91.0

-14.0

-1.0

-261.4-751.043.5-131.6

-49.1

-43.0

-109.5-1,089.0

-16.2

-4.0

-37.0

-4.8

2.0

-267.8

Total GroupIn millions of euros

BureauVeritasConstantia
Flexibles

Cromology

Stahl

Net cash flows from operating activities,
excluding tax

993.8

223.4

58.5

Net cash flows from investing activities,
excluding tax-171.6-212.1

Net cash flows from financing activities,
excluding tax-799.2

Net cash flows related to taxes-207.9Note 8-6

Cash flow statement by business segment for 2020

In millions of euros

BureauVeritasConstantia
Flexibles

Cromology

Stahl

Tsebo

CPI

Wendel &holdingcompanies

Net cash flows from operating
activities, excluding tax

975.6

173.5

146.5

138.7

-

26.6

-62.2

1,398.6

Net cash flows from investing
activities,
excluding tax

-99.7

-95.8

-12.5

-19.4

-26.5

-0.9

234.4

-20.2

Net cash flows from financing
activities,
excluding tax-558.8

-2.8

-46.3

-83.6

-

-15.7

-172.0-879.1

Net cash flows related to taxes-171.2

-9.6

-6.9

-9.7

-

-1.6

-3.1

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Notes on the balance sheet!:?0>:9?30-,7,9.0>300?

The accounting principles applied to the aggregates on the balance sheet are described in note 1-9.1 “Presentation of the balance sheet”.

!"&

::/B477

The accounting principles applied to goodwill are described in note 1-8.1 “Goodwill”.
12/31/2021
Gross amount

Impairment

Net amount

2,595.6-144.52,451.1

Constantia Flexibles

492.6

-9.1

483.5

Stahl

131.5

-

131.5

In millions of euros

Bureau Veritas

CPI
TOTAL

469.2

-24.7

444.5

3,688.8-178.33,510.6

12/31/2020
Gross amount

Impairment

Net amount

2,457.9-143.02,314.9

Constantia Flexibles

467.4

-8.5

458.8

Cromology

403.9-227.0

177.0

Stahl

127.7

-

127.7

CPI

433.1

-22.8

410.3

3,890.0-401.3

3,488.6

In millions of euros

Bureau Veritas

TOTAL

The principal changes during the year were as follows:
In millions of euros

Net amount at beginning of period
Changes in scope(1)

2021

2020

3,488.6

4,112.0

56.7

1.4

Reclassification under “Operations held for sale”(2)-177.1-97.6

Impact of changes in currency translation adjustments and other142.3-187.7

Goodwill allocation of CPI--306.3

Impairment for the period

-

-33.2

3,510.6

3,488.6

NET AMOUNT AT END OF PERIOD(1) This item includes goodwill generated by the acquisitions of Bureau Veritas and Constantia Flexibles (see note 4 “Changes in scope of
consolidation”).
(2) In 2021, Cromology’s contribution was recognized in “Assets and operations held for sale”, see note 19 “Discontinued operations or operations
held for sale”.

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Notes on the balance sheet

Note 9-1

Goodwill impairment tests

In accordance with accounting standards, goodwill for each CGU(Cash Generating Unit) is tested for impairment as soon as there is
any indication that its value may be impaired, and at least once per
year on December 31 (see the Accounting principles section,
Note 1-8.1 “Goodwill”). The Group’s CGUs are fully consolidated
investments at December 31, 2021: Bureau Veritas, Constantia
Flexibles, Stahl and CPI.
The tests described below are based on Wendel’s assessment of
the facts and circumstances existing at the balance sheet date, as
well as information available at the date on which the financial
statements were finalized on the positions existing at December 31,
2021. Forecasts are inherently uncertain and actual amounts could
therefore be significantly different from the forecasts made underthese tests. If so, values in use may also be different from thosedetermined on the basis of assumptions and estimates at theend-December 2021 closing date.
The war in Ukraine is a post-closing event, so its consequences are
not taken into account.
The tests are performed in accordance with IAS 36 “Impairment ofassets”. They consist in comparing the carrying value of subsidiaries

and associates with their recovery value (the highest between value
the fair value and the value in use).
Equity interests performed impairment tests on their own CGUs.
The only loss concerns Constantia Flexibles, which recognized an
impairment on the assets of its Indian and German divisions ofaround €1 million. In accordance with the Group’s accounting
principles, these losses have been maintained in Wendel’s
consolidated financial statements.
As regards Bureau Veritas, which is listed, the book value at the endof 2021 (€6 per share, i.e. €965 million for the shares held) remains
well below the fair value (closing stock market price: €29.2 pershare, i.e. €4,693 million for the shares held). The use of the value in
use is therefore not necessary and no impairment is recognized.
For the tests performed by Wendel on unlisted investments, thevalues in use determined by Wendel for these tests are based on
discounted future cash flows. The business plans used wereprepared by Wendel on the basis of those drawn up by thesubsidiaries and using the latest information available on theunderlying markets. For each of the subsidiaries, the value of
Wendel’s share in the capital is compared to the book value.
No losses were recognized by Wendel in addition to those alreadyrecognized by the equity investments on their own CGUs.

The description of the tests carried by Wendel on its unlisted investments is as follows:

Net Book value before test (Group Share)
Impairment

Stahl

Constantia
Flexibles

CPI

251

570

379

-

-

-

251

570

379

5 years

5 years

5 years

rate at 12/31/2021

9.0%

7.5%

9.0%

rate at 12/31/2020

9.0%

7.5%

9.0%

-

-

-

Net Book value after test (Group Share)
Business Plan length (years)
Discount rate

impact on central case value in case of a 0.5% increase
impact on central case value in case of a 0.5% decrease

-

-

-

29.3%

9.3%

10.1%

rate at 12/31/2021

+2.0%

+1.5%

+3.0%

rate at 12/31/2020

+2.0%

+2.0%

+3.0%

impact on central case value in case of a 0.5% increase

-

-

-

impact on central case value in case of a 0.5% decrease

-

-

-

-83.0%

-0.8%

+1.6%

-

-

-

threshold at which value becomes inferior to the Net Book Value
Perpetual growththreshold at which value becomes inferior to the Net Book Value
Impact on central case value in case of a 1.0% decrease in operational margin390  - Universal registration document 2021

:9>:74/,?0/49,9.4,7F%?,?0809?>,>F:1F0.08-0=F

F

Notes on the balance sheet

6

CPI

Constantia Flexibles

The business plan is identical to that used by CPI for its own
impairment tests. It assumes a catch-up of the acquisition businessplan from the end of 2023 and double-digit revenue growth until
2026.

The business plan used for this test assumes stable growth of salesof 2.5% per year until 2026. The EBITDA margin gradually increases
to its historical level as a percentage of sales in 2025 and capital
expenditure is gradually reduced to regain a normative level in
2026.

Stahl
The business plan used for this test assumes a gradual recovery of
the activity and a return to a historical margin level in line with thehistorical average in 2023, followed by a gradual gain in EBITDA
margin of 2.5 points between 2023 and 2026.

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391

6

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F

Notes on the balance sheet!"&9?,924-70,>>0?>

The accounting principles applied to intangible assets are described in notes 1-8.2 “Intangible assets”, 1-8.3 “Other intangible assets” and1-8.6 “Impairment of property, plant & equipment and intangible assets”.
The details by subsidiary are presented in note 8 “Segment information”.
Intangible assets excluding rights of use consist of:
12/31/2021

Depreciation,amortization
Sale and impairment

Changesin scope

Impact ofcurrencytranslation
adjustments
and other

Changes due
to operations
held for sale(1)Closing

Opening

Acquisitions

Software

31.8

6.7

-

-14.4

0.1

8.6

-11.2

21.4

Concessions, patents
and similar rights

89.3

1.1

-

-8.1

-

7.5

-

89.8

Leasehold rights

0.6

-

-

-0.1

-

-

-

0.5

Customer relationships

934.5

-

-0.2

-128.0

118.8

36.4

-

961.4

Brands

448.8

-

-

-1.9

-

7.9

-149.4305.3

Property, plant andequipment in progress

22.3

20.1

-

-

-0.1

-21.9

-1.7

18.8

Other property,
plant & equipment

165.0

16.9

-0.1

-34.3

-

-1.6

-6.9

139.1

1,692.3

44.8

-0.3

-186.8

118.8

36.9

-169.2In millions of euros

TOTAL

1,536.4of which gross

3,777.1

3,679.0of which depreciation
and amortization-2,084.9-2,142.6(1) In 2021, these amounts correspond to the reclassification of Cromology’s intangible assets as activities held for sale.

12/31/2020

Depreciation,amortization
Sale and impairment

Changesin scope

Impactof currencytranslation
adjustments
and other

Changes due
to operations
held for sale

Closing

Opening

Acquisitions

Software

32.5

6.0

-0.1

-17.3

-

10.7

-

31.8

Concessions, patents
and similar rights

12.9

1.3

-0.1

-28.2

-

103.4

-

89.3

Leasehold rights

0.7

0.1

-

-0.1

-

-0.1

-

0.6

In millions of euros

Customer relationships

1,122.7--5.8-268.8

1.7

129.1

-44.4

934.5

Brands

394.7

-

-

-24.1

-

105.8

-27.6

448.8

Property, plant andequipment in progress

30.8

21.4

-

-

-0.1

-29.8

-

22.3

Other property,
plant & equipment
TOTAL

174.7

23.3

-6.8

-38.9

0.3

12.5

-

165.0

1,769.0

52.1

-12.9

-377.3

1.9

331.6

-72.0

1,692.3of which gross

3,620.0

3,777.1of which depreciation
and amortization-1,851.0-2,084.9

392  - Universal registration document 2021

:9>:74/,?0/49,9.4,7F%?,?0809?>,>F:1F0.08-0=F

F

Notes on the balance sheet

!"&

6

#=:;0=?D;7,9?0<@4;809?

The accounting principles applied to property, plant & equipment are described in notes 1-8.4 “Property, plant & equipment” and 1-8.6“Impairment of property, plant & equipment and intangible assets”.
The details by subsidiary are presented in note 8 “Segment information”.
Property, plant & equipment excluding rights of use consist of:
12/31/2021

In millions of euros

Opening Acquisitions(1)Depreciation,amortization
andSale
impairment

Impact of
Changescurrency
due totranslation operations
Changes adjustments
held forin scope
and othersale(2)

Closing

Land

97.6

2.1

-1.1

-0.1

-0.4

1.0

-9.8

89.4

Buildings

263.7

8.4

-1.8

-17.3

3.2

16.9

-13.6

259.4

Plant, equipment, and tooling

600.9

89.5

-4.5

-146.7

15.1

65.9

-15.9

604.2

Property, plant and equipmentin progress

54.4

87.5

-0.1

-

-

-70.4

-7.8

63.6

Other property, plant & equipment

92.5

26.0

-2.8

-35.3

4.6

10.3

-19.4

75.8

1,109.0

213.5

-10.3

-199.4

22.5

23.7

-66.5

TOTAL

1,092.4of which gross

2,890.3

2,734.2of which depreciation
and amortization-1,781.3-1,641.8(1) In 2021, the acquisitions concern mainly Bureau Veritas for €97.8 million and Constantia Flexibles for €86.1 million.
(2) In 2021, these amounts correspond to the reclassification of Cromology’s intangible assets as activities held for sale.

12/31/2020

In millions of euros

Opening Acquisitions(1)Depreciation,amortization
andSale
impairment

Impact of
Changescurrency
due totranslation operations
Changes adjustments
held forin scope
and othersale

Closing

Land

102.2

1.9

-0.7

-2.0

-

-2.9

-0.8

97.6

Buildings

289.1

5.0

-4.9

-26.1

0.2

0.9

-0.6

263.7

Plant, equipment, and tooling

713.8

76.1

-22.2

-177.0

-0.2

14.7

-4.4

600.9

Property, plant and equipmentin progress

63.5

64.9

-0.7

-

-0.1

-73.1

-0.2

54.4

Other property, plant & equipment

122.8

18.7

-2.8

-39.0

0.1

2.0

-9.4

92.5

1,291.3

166.6

-31.3

-244.1

0.1

-58.3

-15.4

TOTAL

1,109.0of which gross3,019.8

2,890.3of which depreciation
and amortization-1,728.5-1,781.3(1) In 2020, the acquisitions concern mainly Bureau Veritas for €69.6 million and Constantia Flexibles for €77.8 million.

 - Universal registration document 2021

393

6

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F

Notes on the balance sheet

The rights of use arising from the application of IFRS 16 consist of:
12/31/2021
Gross amountAmortizationand provision

Net amount

560.2-229.7

330.5

2.5

-1.3

1.2

Other property, plant & equipment

171.5

-75.2

96.3

TOTAL

734.1

-306.1

428.0

In millions of euros

Buildings
Plant, equipment, and tooling

12/31/2020
Gross amountAmortizationand provision

Net amount

629.2-198.3

430.8

3.4

-1.7

1.8

Other property, plant & equipment

155.1

-57.2

97.9

TOTAL

787.7

- 257.2

530.5

In millions of euros

Buildings
Plant, equipment, and tooling!"&<@4?D80?3:/49A0>?809?>

The accounting principles applied to equity-method investments are described in note 1-1 “Methods of consolidation”.
In millions of euros

IHS
Tarkett

12/31/2021

12/31/2020

-

224.1

215.0

-

0.8

0.9

Investments of Constantia Flexibles-

0.2

Investments of Cromology

-

0.1

215.8

225.2

Investments of Bureau Veritas

TOTAL EQUITY-METHOD INVESTMENTS

394  - Universal registration document 2021

:9>:74/,?0/49,9.4,7F%?,?0809?>,>F:1F0.08-0=F

6

F

Notes on the balance sheet

The change in equity-method investments breaks down as follows:
In millions of euros

2021

Amount at beginning of the period

225.2

Share in net income for the period
IHS(1)

922.3

Tarkett(2)-2.9Dividends for the period-0.1

Impact of changes in currency translation adjustments

11.8

Consequences of changes in scope of consolidation(3)-941.1

Other

0.6

AMOUNT AT END OF PERIOD

215.8(1) This item includes the €901 million result of the deconsolidation of IHS, the recycling of translation reserves for €12 million, and the net income
for the year for €10 million (see note 4 “Changes in scope of consolidation”).
(2) See note 4 “Changes in scope of consolidation”.
(3) This item includes the value of IHS at the date of deconsolidation for €-1,142 million, the recycling of translation reserves for this investmentfor €-12 million and the acquisition price of Tarkett for €213.3 million.

Note 12-1

Additional information on Tarkett

The main Tarkett Participation accounting data (at 100%) are the following (including the impact of the goodwill recognized on acquiring
the equity).
In millions of euros

12/31/2021

Carrying values at 100%
Total non-current assets

1,359.3

Total current assets

1,120.9

Acquisition adjustment (Wendel)
TOTAL ASSETS
Non-controlling interests
Total non-current liabilities
Total current liabilities
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
including cash and cash equivalents
including financial debt

441.0
2,921.2
80.9
1,193.6791.6
2,066.1
249.0
1,074.2

Income items correspond to the aggregates at 100% of Tarkett Participation and to the period between the date of the equity method andthe end of the fiscal year (six months). They are also restated for goodwill allocations recognized at the Wendel consolidation level.
In millions of euros

Net sales
Operating income

2021

1,530.9
6.6

Net financial expense-27.4

Net income, Group share-11.8 - Universal registration document 2021

395

6

:9>:74/,?0/49,9.4,7F%?,?0809?>,>F:1F0.08-0=F

F

Notes on the balance sheet

Note 12-2

Impairment tests on equity-method investments

The review of Tarkett’s latest business plan did not reveal any indication of impairment as of December 31, 2021. As a result, no impairment
test was performed on this investment.
The consequences of the war in Ukraine are not taken into account as it is a post-closing event.

!"&@>?:80=>
12/31/2021

12/31/2020

Gross amount

Impairment

Net amount

Net amount

1,270.8-76.3

1,194.6

1,055.2

164.3

-3.7

160.6

123.3

-

-

-

48.7

Stahl

161.3

-6.9

154.4

142.6

CPI

10.1

-0.2

9.9

5.4

Holding companies & others

0.3

-0.2

0.1

0.2

1,606.7-87.2

1,519.5

1,375.3

In millions of euros

Bureau Veritas
Constantia Flexibles
Cromology

TOTAL ACCOUNTS RECEIVABLE

Overdue trade receivables and related receivables which are notsubject to any provision for impairment represent, for the mostsignificant subsidiaries: Bureau Veritas: a total of €258.6 million at December 31, 2021
compared to €311.5 million at December 31, 2020, of which
respectively €64.7 million and €82.3 million past due for morethan three months;

396  - Universal registration document 2021

 Constantia Flexibles: a total of €19.1 million at December 31,
2021 compared to €19.2 million at December 31, 2020, of which
respectively €1.7 million and €1.3 million past due for more than
three months; and Stahl: a total of €14.2 million at December 31, 2021 comparedto €13.2 million at December 31, 2020, of which respectively€0.4 million and €0.9 million past due for more than threemonths.

:9>:74/,?0/49,9.4,7F%?,?0809?>,>F:1F0.08-0=F

F

Notes on the balance sheet

!"&

6

,>3,9/.,>30<@4A,709?>

The accounting principles applied to cash and cash equivalents are described in note 1-8.10 “Cash and cash equivalents pledged andunpledged”.
In millions of euros

Cash and cash equivalents accounts of Wendel and holding companies pledged ascollateral classified as non-current assets

12/31/2021

12/31/2020

0.5

0.4

Unpledged cash and cash equivalents of Wendel and its holding companies,
classified as currents assets

372.2

799.0

Cash and cash equivalents of Wendel and its holding companies(1)

372.7

799.4

Bureau Veritas

1,420.7

1,594.5

Constantia Flexibles

204.7

164.5

-

168.0

Stahl

227.5

163.7

CPI

6.7

10.7

Total cash and cash equivalents from investments

1,859.6

2,101.4

TOTAL CASH AND CASH EQUIVALENTS

2,232.2

2,900.8

Cromologyof which non-current assetsof which current assets

0.5

0.4

2,231.8

2,900.3(1) To this cash was added €281.3 million of short-term financial investments at December 31, 2021 and €279.9 million at December 31, 2020(see note 7-2.1 “Liquidity risk of Wendel and its holding companies”), recorded in other current financial assets.

 - Universal registration document 2021

397

6

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F

Notes on the balance sheet!"& 49,9.4,7,>>0?>,9/74,-474?40>
0C.7@/492F149,9.4,7F/0-?,9/:;0=,?492F=0.04A,-70>,9/;,D,-70>

The accounting principles applied to financial assets and liabilities are described in notes 1-8.7 “Financial assets and liabilities” and 1-8.8“Methods of measuring the fair value of financial instruments”.

Note 15-1

Financial assets
Level

12/31/2021

12/31/2020

Income statement(1)

1

0.5

0.4

Unpledged cash and cash equivalents of Wendel
and holding companies

Income statement(1)

1

372.2

799.0

Wendel’s short-term financial investments

Income statement(1)

1

281.3

279.1

654.0

1,078.5

Income statement(1)1 and 3

1,859.6

2,101.4

In millions of euros

FV method

Pledged cash and cash equivalents of Wendel
and holding companies

Cash and short-term financial investmentsof Wendel and holding companies
Cash and cash equivalents of subsidiaries(2)

Financial assets at fair value through equity – A

Equity

1

786.2

2.2

Financial assets at fair value through profit and loss – B

Income statement(1)

3

145.1

70.3

Deposits and guarantees

Amortized cost

N/A

90.5

97.6

Derivatives – C

Income statement(1) and Equity(2)

see C

8.7

79.4

Other – D

187.5

104.0

TOTAL

3,731.6

3,533.4of which non-current financial assets, including pledged cash and cash equivalents

1,185.3

321.2

of which current financial assets, including cash and cash equivalents

2,546.4

3,212.2

12/31/2021

12/31/2020

6.5

8.0

(1) Change in fair value through profit or loss.
(2) Change in fair value through equity.

Note 15-2

Financial liabilities
Level

In millions of euros

FV method

Derivatives – C

Income statement(1) and Equity(2)Minority puts, earn-outs and other financial liabilities
of subsidiaries – E

Income statement(1) and Equity(2)

3

395.7

277.8

Minority puts, earn-outs and other financial liabilities
of Wendel and holding companies – F

Income statement(1) and Equity(2)

3

186.2

177.6

TOTAL

588.5

463.4

of which non-current financial liabilities

364.7

283.9

of which current financial liabilities

223.8

179.5

(1) Change in fair value through profit or loss.
(2) Change in fair value through equity.

398  - Universal registration document 2021

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F

Notes on the balance sheet

Note 15-3

Details of financial assets
and liabilities

A– As of December 31, 2021, this item includes the fair value of
IHS for an amount of €785.1 million.

B– At December 31, 2021, this item mainly included the fair valueof Wendel Lab for €136.6 million.

C– Derivatives: at December 31, 2021, the change in this item isdue to the unwinding of Wendel’s foreign exchange hedging(see note 7-5.1 “Currency risk – Wendel”).

D– This item includes the cash of Constantia Flexibles pledged
with its lenders for €137.5 million.

6

E– Minority puts, earn-outs and other financial liabilities ofsubsidiaries: at December 31, 2021, this amount corresponds
in particular to Bureau Veritas for €199.1 million and to Stahl for€142.2 million (including the minority put granted to BASF –see note 35-5 “Shareholder agreements and co-investment
mechanisms”).

F– Minority puts, earn-outs and other financial liabilities ofWendel and holding companies: at December 31, 2021, thisamount mainly reflected minority puts granted to the Turnauer
Foundation on 50% of its investment in Constantia Flexibles. It
also includes liabilities for certain liquidities granted as part ofco-investments. See note 35-5 “Shareholder agreements andco-investment mechanisms”.

!"& 

<@4?D

Note 16-1

Total number of shares and treasury shares

The accounting principles applied to treasury shares are described in note 1-8.14 “Treasury shares”.
Par value

Total number ofshares

As of 12/31/2020€4

44,719,119

900,665

43,818,454

As of 12/31/2021€444,747,943

1,116,456

43,631,487

Treasury shares

Number ofoutstanding shares

The increase of 28,824 shares comprising the 2021 share capital is
explained by subscriptions by Group employees to the Company
savings plan for a total amount of €2.3 million.

As of December 31, 2021, Wendel held 1,058,732 of its shares intreasury outside of the context of the liquidity contract (845,691 asof December 31, 2020).

The number of treasury shares held under the liquidity contract was
57,724 at December 31, 2021 (54,974 treasury shares at
December 31, 2020).

In total, treasury shares represented 2.49% of share capital as at
December 31, 2021.

Note 16-2

Non-controlling interests% interest of non-controllinginterests as of December 31, 2021

12/31/2021

12/31/2020

Bureau Veritas Group

64.5%

1,262.9

980.2

Constantia Flexibles Group

39.2%

245.2

241.1

Cromology Group

5.2%

18.1

14.4

Stahl Group

32.2%

48.3

39.1

CPI Group

4.0%

4.1

4.1

In millions of euros

Other

8.9

5.0

TOTAL

1,587.5

1,283.8 - Universal registration document 2021

399

6

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F

Notes on the balance sheet!"& #=:A4>4:9>

The accounting principles applied to provisions are described in note 1-8.11 “Provisions” and note 1-8.12 “Provisions for employee
benefits”.
In millions of euros

Provisions for risks and contingencies

12/31/2021

12/31/2020

99.1

130.5

Employee benefits

278.6

329.0

TOTAL

377.7

459.5

372.7

453.4

5.1

6.1

of which non-currentof which current

Note 17-1

Provisions for risks and contingencies
12/31/2021

In millions of euros

Opening

Additions

Reversals:
used

Reversals:
unusedImpact of
discounting

Currencytranslation
adjustments,
reclassifiChanges cations andin scope
other

Closing

Bureau Veritas
Disputes and litigation

39.8

10.5

-7.1

-5.1

1.5

-

0.1

39.8

Other

52.7

13.3

-11.8

-14.8

-

0.1

1.0

40.5

Cromology

18.1

18.3

-6.0

-3.2

-

-

-27.2

-

Stahl

1.0

0.5

-

-

-

-

-

1.6

Constantia Flexibles

3.4

1.0

-0.2

-

-

-

-

4.2

Wendel & holding
companies

15.4

0.8

-0.3

-2.9

-

-

-

13.1

130.5

44.5

-25.4

-26.0

1.5

0.1

-26.0

99.1

TOTAL
of which current

6.1

5.1

12/31/2020

In millions of euros

Opening

Additions

Reversals:
used

Reversals:
unusedImpact of
discounting

Currencytranslation
adjustments,
reclassifiChanges cations andin scope
other

Closing

Bureau Veritas
Disputes and litigation

36.3

12.5

-3.2

-4.8

-0.6

-

-0.4

39.8

Other

35.9

27.5

-5.1

-3.4

-

-

-2.1

52.7

Cromology

20.4

5.6

-5.6

-2.3

-

-

-

18.1

Stahl

1.2

-

-0.2

-

-

-

-

1.0

Constantia Flexibles

1.3

2.2

-0.1

-

-

-

-

3.4

Wendel & holding
companies
TOTAL
of which current

41.0

2.0

-27.1

-0.7

-

-

0.3

15.4

136.2

49.8

-41.3

-11.2

-0.6

-

-2.3

130.5

5.1

400  - Universal registration document 2021

6.1

:9>:74/,?0/49,9.4,7F%?,?0809?>,>F:1F0.08-0=F

6

F

Notes on the balance sheet

Note 17-1.1

Provisions for risks and contingenciesof Bureau Veritas

1.

Proceedings, administrative, judicial and arbitration
investigations
In the normal course of its business, Bureau Veritas is involved in asignificant number of legal proceedings aimed in particular at
invoking its professional civil liability. While Bureau Veritas pays thegreatest attention to risk control and the quality of its services,
some of those services can give rise to claims and result in financial
penalties.

At the current stage of progress of the dossiers under way and on
the basis of the information known to date, Bureau Veritas
considers that these risks, controls or adjustments have given riseto the appropriate amount of uncertain tax positions recorded in its
financial statements.
There are no other government, administrative, legal or arbitration
proceedings or investigations (including any proceedings of which
Bureau Veritas is aware that are pending or with which the Group isthreatened) that may have, or have had, during the previous six
months, significant effects on the financial position or profitability of
Bureau Veritas.

Provisions may be recognized for any expenses that may arise fromthese disputes. The amount recognized in provisions is the best
estimate of the expenditure required to settle the obligation,
discounted at the reporting date. The costs that this Group may berequired to incur may exceed the amount of provisions for litigation
due to numerous factors, notably the uncertain nature of theoutcome of litigation.

4.
Other provisions for risks and contingencies
They include provisions for restructuring (€9.1 million as ofDecember 31, 2021), provisions for losses on completion(€3.8 million as of December 31, 2021), and other provisions
totaling €27.6 million as of December 31, 2021.

2.

Note 17-1.2

Disputes related to the construction of a hotel
and commercial complex in Turkey
Bureau Veritas Gozetim Hizmetleri Ltd. Sirketi (“BVG”) and theTurkish company Aymet are parties to a dispute before theCommercial Court of Ankara concerning the construction of a hotel
and commercial complex for which they entered into a contract in
2003.

Tax risk of Stahl’s Indian subsidiary

Stahl’s Indian subsidiary was subject to a tax reassessment involving
duties and penalties of around €17 million. This reassessment has
been contested by Stahl, which considers that its position should
prevail in the litigation and has made no provision for thecorresponding risk.

As things stand, the outcome of this dispute remains uncertain
although BVG’ lawyers are optimistic about the appeal decision.
Based on the provisions recorded by Bureau Veritas, and based on
the information known to date, Bureau Veritas considers, after
taking into account the opinions of its lawyers, that this incident will
not have a significant adverse impact on its consolidated financial
statements.

Note 17-1.3

3.
Uncertain tax positions
Bureau Veritas SA and some of its subsidiaries are being audited orhave received proposals for adjustments that have led to
discussions with the relevant local authorities at the litigation or
pre-litigation stage.

 labor disputes for which a provision has been made; andNote 17-2

Provisions for risks and contingencies
of Wendel and its holding companies

The principal disputes, claims and risks identified for Wendel andits holding companies are as follows: environmental risk concerning potential costs related to therehabilitation of land which belonged to a Group subsidiary
whose operations were discontinued in 1967;

 various legal proceedings brought by former Wendel executives
as a result of the unwinding of a mechanism for associating themwith the Group’s performance, for which no provision has been
made.

Employee benefits

The breakdown by subsidiary was as follows:
12/31/2021

12/31/2020

Bureau Veritas

185.8

197.7

Constantia Flexibles

67.7

70.8

-

30.4

Stahl

24.1

28.9

Wendel & holding companies

1.0

1.3

278.6

329.0

In millions of euros

Cromology

TOTAL - Universal registration document 2021

401

6

:9>:74/,?0/49,9.4,7F%?,?0809?>,>F:1F0.08-0=F

F

Notes on the balance sheet

The change in provisions for employee benefits break down as follows for 2021:
12/31/2021

In millions of euros

Opening

Cost ofServices
rendered

gains andlossesActuarial

Benefits
paid

Financialcosts

EffectExchange
rate other

Closing

Commitments
Defined-benefit plans

293.6

6.1

-15.9

-9.2

1.6

-11.5

264.6

Retirement bonuses

167.8

12.7

-6.4

-10.3

0.8

-48.5

116.1

Other

55.1

6.9

-1.0

-4.7

-0.9

-2.5

52.9

TOTAL

516.5

25.7

-23.2

-24.3

1.4

-62.6

433.6

gains andlossesActuarial

Amountsused

EffectExchange
rate other

Closing

12/31/2021

In millions of euros

Opening

Contributions
Returns
paid by the
Assetsemployer

Partially-funded plan assets
Defined-benefit plans

167.0

1.4

2.7

-1.4

-1.3

-12.4

156.1

Retirement bonuses

11.6

-0.0

-

-0.5

1.0

-12.1

-

Fair value of plan assets

8.8

-0.0

-

-0.1

0.5

-9.1

-

187.5

1.3

2.7

-2.0

0.2

-33.6

156.1

EffectExchange
rate other

Closing

TOTAL

The change in provisions for employee benefits break down as follows for 2020:
12/31/2020

In millions of euros

Opening

Cost ofServices
rendered

Actuarial
gains andlossesBenefits
paid

Curtailments
Financialandcosts settlements

Commitments
Defined-benefit plans

280.9

5.8

14.9

-10.7

4.3

0.1

-1.6

293.6

Retirement bonuses

172.0

10.4

-2.3

-13.2

1.5

1.9

-2.5

167.8

Other

55.2

3.6

0.8

-4.8

1.2

0.4

-1.4

55.1

TOTAL

508.1

19.7

13.4

-28.7

7.0

2.4

-5.5

516.5

Amountsused

EffectExchange
rate other

Closing

12/31/2020

Opening

Returns
AssetsContributions
paid by theemployer

Defined-benefit plans

163.2

1.6

6.8

0.7

-3.9

-1.3

167.0

Retirement bonuses

11.4

0.0

-

0.8

-0.6

-

11.6

Fair value of plan assets

8.5

0.1

-

0.3

-0.5

0.4

8.8

183.1

1.7

6.8

1.7

-5.0

-0.9

187.5

In millions of euros

gains andlossesActuarial

Partially-funded plan assets

TOTAL

402  - Universal registration document 2021

:9>:74/,?0/49,9.4,7F%?,?0809?>,>F:1F0.08-0=F

F

Notes on the balance sheet

6

Liabilities on defined-benefit plans break down as follows:
12/31/2021

12/31/2020

Unfunded liabilities

272.0

362.7

Partially or fully-funded liabilities

161.6

153.8

TOTAL

433.6

516.5

In millions of euros

12/31/2021

12/31/2020

Equity instruments

23%

19%

Debt instruments

16%

17%

Cash and other

61%

64%

In millions of euros

Defined-benefit plan assets break down as follows:

Expenses recognized on the income statement break down as follows:
12/31/2021

12/31/2020

Service costs during the year

21.2

17.2

Interest costs

1.2

6.3

Expected return on plan assets

-1.4

-1.6

Past service costs

0.1

0.1

Actuarial gains and losses

1.8

5.1

Impact of plan curtailments or settlements

0.5

-19.0

23.4

8.2

In millions of euros

TOTAL

1.

Commitment characteristics and actuarial assumptions
applied at Bureau Veritas
Employee benefits at Bureau Veritas included the following
defined-benefit plans: pension plans, most of which have been closed for several years.
Pension plans are generally unfunded, with the exception of avery limited number of plans financed by contributions paid toinsurance companies and valued on the basis of periodic
actuarial calculations; retirement bonuses; and long-service awards.
France is the main contributor to the Pension Plans and other
Long-Term Employee Benefits item.

2.

Commitment characteristics and actuarial assumptions
applied at Constantia Flexibles
Employee benefits for Constantia Flexibles in Germany, Austria,
France, Mexico, Turkey, Russia and Spain concern the following
defined-benefit plans: retirement plans, funded or unfunded; retirement bonuses; and long-service awards.
The main actuarial assumptions used are discount rates between
0.8% and 0.9%, salary increase rates, included between 0.02% and5.5%, inflation rates between 0.02% and 4.0% and a rate of returnon assets of between 0.9% and 7.7%.

The main actuarial assumptions used to calculate thesecommitments are as follows: discount rate of 1.08%, average salary
increase rate of 2%.

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F

Notes on the balance sheet

3.

Commitment characteristics and actuarial assumptions
applied at Stahl
Stahl employee benefits in Germany, Italy, the Netherlands, Mexico,
the United Kingdom, the United States, India, France, Brazil,
Thailand, Indonesia and Switzerland concern the following
defined-benefit plans: partially-funded retirement plans; retirement bonuses; and long-service awards.
The main actuarial assumptions were as follows: discount rate of
1.4%, inflation rate of 1.79%, salary increase rate of 0.7%, andreturn on assets of 1.4%.

!"& 4.
Wendel’s commitments
In 1947, the company “Les Petits-Fils de François de Wendel” (nowWendel) set up a supplementary pension plan for all employees,
regardless of their category, provided they retire while employedby the Company. This plan was closed on December 31, 1998. The
supplementary pension plan guarantees each employee
beneficiary an overall level of retirement income. This income isexpressed as a percentage of end-of-career compensation (fixed +variable excl. extraordinary amounts). It increases in relation to theemployee’s age and seniority up to a maximum of 65% of thiscompensation. The pension plan provides for a payout of 60% to asurviving spouse on the date of the employee’s retirement andincludes supplements for dependent children.
Benefits financed by the Group under this supplementary plan arecalculated by deducting the total amount of pensions financed by
Wendel while the employee served in the Group from theguaranteed amount. In 2005, the Company has been transferring
the assets necessary to service pension benefits to an insurancecompany, which makes payments to the beneficiaries.

49,9.4,7/0-?

Principal changes in 2021 are described in note 7-2 “Managing liquidity risk”.

In millions of euros

Currency

CouponEffective
rate interest rate(1)Maturity

Repayment

Total lines

12/31/2021

12/31/2020

Wendel & holding
companies
2023 bonds€

1.000%

1.103%

04-2023

at maturity

-

300.0

2024 bonds€

2.750%

2.686%

10-2024

at maturity

500.0

500.0

2026 bonds€

1.375%

1.452%

04-2026

at maturity

300.0

300.0

2027 bonds€

2.500%

2.576%

02-2027

at maturity

500.0

500.0

2031 bonds€

1.000%

1.110%

06-2031

at maturity

300.0

-

€

Euribor+ margin

10-2024revolving--

Amortized cost of bonds
and of the syndicated loan
and deferred issuancecosts

Syndicated loan

€750 million

-5.0

-3.3

Other borrowings andaccrued interest

19.4

27.1

Bureau Veritas
2021 bonds€

3.125%

01-2021

at maturity

2023 bonds€

1.250%

09-2023

at maturity

500.0

500.0

2025 bonds€

1.875%

01-2025

at maturity

500.0

500.0

2026 bonds€

2.000%

09-2026

at maturity

200.0

200.0

2027 bonds€

1.125%

01-2027

at maturity

500.0

500.0

Liquidity credit line

500.0

-

-

Borrowings and debts fixed rate

760.7

713.6

Borrowings and debts floating rate

13.3

13.1

404  - Universal registration document 2021

€628 million

:9>:74/,?0/49,9.4,7F%?,?0809?>,>F:1F0.08-0=F

F

Notes on the balance sheet

In millions of euros

Currency

CouponEffective
rate interest rate(1)Maturity

Repayment€

Euribor+ margin

04-2022

at maturity€

Euribor 03, 04 and+ margin
10/2022

at maturity

03-2022

at maturity

10-2022

at maturity

Total lines

6

12/31/2021

12/31/2020

-

126.0

Constantia Flexibles
Bank borrowings
Bank borrowings
Bank borrowings€

Revolving credit facility€

floating
rate
Euribor+ margin

308.0€125 million

-

47.0

-

-

Bank borrowings (EUR,
RUB, INR, CNY)

684.5

59.4

Other borrowings andaccrued interest

17.9

8.9

Finance lease liabilities

2.9

3.8

Deferred issuance costs

-1.1

-0.8

Cromology
Bank borrowings

Euribor+ margin-

186.4

Other borrowings andaccrued interest-

9.2

Finance lease liabilities-

0.4

Revolving credit facility€€

Euribor+ margin

08-202103-2024

at maturity

at maturity€59 million

Deferred issuance costs

-

-

-

-5.7

Stahl
$

Libor
+ margin

09-2023

amortizable

90.4

114.4

Bank borrowings

$

Libor
+ margin

12-2023

amortizable

292.8

270.2

Revolving credit facility€€27 million--

amortizable

5.5

7.8

-1.3

-2.4

285.3

263.5

2.6

18.7

Bank borrowings

Bank borrowings

INR

floating
rate

2022

Deferred issuance costs
CPI
Bank borrowings
Revolving credit facility
Deferred issuance costs
TOTAL
of which non-current
portionof which current
portion$Libor+ margin

10-2026$

Libor+ margin

12-2025

amortizableat maturity$30 million

-4.8

-5.5

5,463.1

5,959.7

5,261.8

5,312.9

201.3

646.8

(1) The effective interest rate is calculated inclusive of issue premiums/discounts and bank issuance fees. For bonds that were issued in several stages,
the effective interest rate corresponds to the weighted average of the par value issued.

 - Universal registration document 2021

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F

Notes on the balance sheet

Note 18-1

Operating lease liabilities

The accounting principles applied to operating lease liabilities are described in section Note 1-8.5 “Leases”.
Liabilities related to operating leases are broken down among the Group’s subsidiaries as follows:
12/31/2021

12/31/2020

Bureau Veritas

415.1

419.7

Constantia Flexibles

37.1

31.1

-

110.4

Stahl

15.0

16.2

CPI

3.6

3.8

Wendel & holding companies

1.0

1.6

471.7

582.8

of which non-current portion

353.6

448.4

of which current portion

118.2

134.4

Between one
and five years

Over five years

Total

In millions of euros

Cromology

TOTAL

Note 18-2

Maturity of financial debt (excluding operating lease liabilities)
Less than
one yearIn millions of euros

Wendel & holding companies
 notional amount--800.0-800.0-1,600.0-34.4-103.8-27.5-165.7

 notional amount-183.0-2,503.9-1,166.2-3,853.1

 interest(1)-94.7-276.4-49.3-420.4-312.2-3,684.1-2,043.0-6,039.3

 interest(1)Operating subsidiaries

TOTAL(1) Interest is calculated on the basis of the yield curve prevailing on December 31, 2021. Interest on debt and interest rate hedges does not reflect
interest earned on invested cash.

Note 18-3

Market value of gross financial debt

The fair value of bond debt is the market price on December 31, 2021.
12/31/2021

12/31/2020

Wendel & holding companies

1,720.1

1,764.0

Operating subsidiaries

3,932.6

4,394.1

TOTAL

5,652.7

6,158.1

In millions of euros

406  - Universal registration document 2021

:9>:74/,?0/49,9.4,7F%?,?0809?>,>F:1F0.08-0=F

6

F

Notes on the balance sheet!"& 4>.:9?49@0/:;0=,?4:9>,9/F:;0=,?4:9>F307/1:=>,70

The accounting principles applied to discontinued or held for sale operations are described in note 1-8.15 “Assets and operations held forsale and discontinued operations”.
Net income from discontinued operations and operations held for sale:
In millions of euros

2021

2020

Cromology(1)

36.7

8.0

Stahl

0.6

1.0

Tsebo

-

-101.3

Allied Universal Lux
TOTAL

-

-0.9

37.7

-93.1

(1) In 2021, this amount is composed of the net income for the year (after cancellation of depreciation in accordance with IFRS 5 “Discontinued
operations and operations held for sale”). Depreciation was stopped from the date of reclassification as held for sale, which had a net positive
impact of €+8.4 million.

Assets and liabilities held for sale recorded in the balance sheet at December 31, 2021 correspond mainly to Cromology’s assets andliabilities.

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407

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F

Notes on the income statement!:?0>:9?3049.:80>?,?0809?

The accounting principles applied to the aggregates on the income statement are described in note 1-9.2 “Presentation of the income
statement”.

!"&$0A09@0

The accounting principles applied to revenue are described in note 1-8.16 “Revenue recognition”.
2021

2020

Bureau Veritas

4,981.1

4,601.0

Constantia Flexibles

In millions of euros

1,603.4

1,505.3

Stahl

831.3

669.4

CPI

88.2

56.0

7,503.9

6,831.7

TOTAL

Consolidated revenue break down as follows:
2021

2020

Sales of goods

2,497.1

2,166.8

Sales of services

5,006.8

4,664.9

TOTAL

7,503.9

6,831.7

In millions of euros!"&";0=,?49249.:80

In millions of euros

2021

2020

Bureau Veritas

718.8

407.4

Constantia Flexibles

33.4

-44.6

Stahl

131.5

102.3

CPI

17.7

-118.9Wendel & holding companies

-93.8

-83.7

TOTAL

807.6

262.4

408  - Universal registration document 2021

:9>:74/,?0/49,9.4,7F%?,?0809?>,>F:1F0.08-0=F

F

Notes on the income statement

Note 21-1

6

R&D costs recognized as expenses
12/31/2021

12/31/2020

CPI

0.2

0.3

Constantia Flexibles

12.8

8.1

Stahl

-2.1

-1.1

TOTAL

10.9

7.3

In millions of euros

Note 21-2

Average number of employees at consolidated companies
12/31/2021

12/31/2020

Bureau Veritas

79,70474,930Constantia Flexibles

8,383

7,878

Stahl

1,785

1,799

CPI

311

325

Wendel & holding companies

83

95

90,26685,027

2021

2020

8.2

9.1

-145.5-202.4In millions of euros

TOTAL

!"&

49,9.0.:>?>90?

In millions of euros

Income from cash and cash equivalents(1)Finance costs, grossInterest expense
Deferral of debt issuance costs and premiums/discounts(calculated according to the effective interest method)

-9.5

-9.1

Interest expense on operating leases

-19.0

-20.2

Total finance costs, gross-174.0-231.8TOTAL-165.8-222.7(1) This item includes a negative amount of €0.9 million for Wendel and its holding companies, to which is added €9.1 million from returns
on investments of subsidiaries, representing a total income of €8.2 million in 2021 (€9.1 million in 2020).

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409

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F

Notes on the income statement!"&"?30=149,9.4,749.:80,9/0C;09>0>
2021

In millions of euros

2020

Dividends received from unconsolidated companies

0.3

0.3

Income on interest rate, currency and equity derivatives(1)

37.3

-0.3

Net currency exchange gains/losses

-12.5

9.7

Impact of discounting

-1.5

0.6

Other

-14.2

-9.0

TOTAL

9.4

1.3

In millions of euros

2021

2020

Current income tax assets-259.1-193.0(1) This item includes Wendel Lab and Accolade for €48.4 million.

!"&9.:80?,C0>

The accounting principles applied to deferred taxes are described in note 1-8.13 “Deferred taxes”.

Deferred taxes
TOTAL

27.1

77.4

-232.0-115.6

The portion of the Tax on the Added Value of Companies (CVAE) is recognized as an income tax, in accordance with IAS 12 andthe instruction of the CNC (French National Accounting Council) of January 14, 2010.
Deferred taxes recognized in the balance sheet result from temporary differences between the carrying amount and tax bases of assets andliabilities on the balance sheet and break down as follows:
In millions of euros

2021

2020

Origin of deferred taxes
Post-employment benefits
Intangible assets

71.2

74.5

-362.9-300.7

Goodwill allocation of CPI-90.4

Recognized tax-loss carryforwards

52.2

Other items

60.2

60.2

-179.3-190.1of which deferred tax assets

167.5

206.6

of which deferred tax liabilities

346.8

396.7

TOTAL

410  - Universal registration document 2021

66.3

:9>:74/,?0/49,9.4,7F%?,?0809?>,>F:1F0.08-0=F

F

Notes on the income statement

6

Uncapitalized tax losses amounted to €4,278 million for the Group as a whole, of which €3,716 million for Wendel and its holding
companies.
2021

2020

-190.1-199.6

Income and expenses recognized in the income statement(1)

27.1

73.2

Income and expenses recognized in other comprehensive income

-3.0

-0.8

Income and expenses recognized in reserves

0.5

0.2

Reclassification under operations held for sale(2)

26.4

18.3

-

-93.8

In millions of euros

Amount at beginning of the period

Allocation of CPI goodwill
Changes in scope of consolidation

-27.9

-0.6

Currency translation adjustments and other

-12.2

13.0

-179.3-190.1AMOUNT AT END OF PERIOD(1) The deferred tax expense for 2021 was restated for the Cromology expense, which was reclassified under operations held for sale.
(2) This item includes the reclassification of Cromology’s deferred tax assets and liabilities as operations held for sale.

The difference between the theoretical tax based on the standard rate of 27.37% applicable in France and the actual income tax expense of
Wendel, its holding companies and its operating subsidiaries breaks down as follows:
Wendel & holding
companies

Operating subsidiaries

Total

Income before tax expense, net income from equity-method
subsidiaries, and net income from discontinued operations
and operations held for sale-101.3

752.6

651.2

Theoretical amount of tax expense calculated on the basisof a rate of -27.37%

27.7-206.0-178.2In millions of euros

Impact of:
Uncapitalized tax losses of Wendel/holding companies and transactions
subject to reduced tax rates at the holding company level-31.4

Uncapitalized tax losses at the operating subsidiary level

9.4

Reduced tax rates and foreign tax rates at the operating subsidiary level

27.4

Permanent differences-41.0

CVAE tax paid by operating subsidiaries-7.7

Tax on dividends received from consolidated subsidiaries

-13.7

Other
ACTUAL TAX EXPENSE

3.2
-3.6

-228.4-232.0 - Universal registration document 2021

411

6

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F

Notes on the income statement!"& !0?49.:807:>>1=:80<@4?D80?3:/49A0>?809?>

In millions of euros

2021

2020

IHS(1)

922.3

-63.3

Tarkett

-2.9

-

-

0.3

919.5

-63.3

Other companies
TOTAL(1) This item includes the €901 million result of the deconsolidation of IHS, the recycling of translation reserves for €11 million, and the net income forthe year for €10 million (see note 4 “Changes in scope of consolidation”).

!"& ,=9492>;0=>3,=0

The accounting principles applied to earnings per share are described in note 1-9.4 “Earnings per share”.
In euros and millions of euros

2021

2020

Net income – Group share

1,046.9-264.1

Impact of dilutive instruments on subsidiaries

-2.9

-1.5

1,044.0-265.6

Average number of shares, net of treasury shares

43,752,806

43,768,173

Potential dilution due to Wendel stock options(1)144,352-

43,897,158

43,768,173

Basic earnings per share (in euros)

23.93

-6.03

Diluted earnings per share (in euros)

23.78

-6.07

Basic earnings per share from continuing operations (in euros)

23.11

-5.24

Diluted earnings per share from continuing operations (in euros)

22.97

-5.28

Basic earnings per share from discontinued operations (in euros)

0.81

-0.79

Diluted earnings per share from discontinued operations (in euros)

0.81

-0.79

Diluted net income

Diluted number of shares(1) In accordance with the treasury stock method: it is assumed that the cash received from the exercise of dilutive instruments will be used to buyback the shares and partially neutralize the resulting dilution. The potential dilution is thus the net impact.

412  - Universal registration document 2021

:9>:74/,?0/49,9.4,7F%?,?0809?>,>F:1F0.08-0=F

F

Notes on changes in cash position6

 !:?0>:9.3,920>49F.,>3F;:>4?4:9!"& .<@4>4?4:9:1;=:;0=?D;7,9?0<@4;809?,9/49?,924-70,>>0?>

In millions of euros

2021

2020

By Bureau Veritas

122.3

100.4

By Constantia Flexibles

92.0

86.3

By Cromology

11.8

12.7

By Stahl

21.8

18.0

By CPI

1.0

0.9

By Wendel and holding companies
TOTAL!"& 

0.3

1.0

249.2

219.3

4>;:>,7:1;=:;0=?D;7,9?0<@4;809?,9/49?,924-70,>>0?>

Disposal of property, plant & equipment and intangible assets includes mainly Bureau Veritas and Stahl disposals amounting to €6.4 millionand €7.9 million respectively.

!"& .<@4>4?4:9:10<@4?D49A0>?809?>

In millions of euros

2021

2020

By Bureau Veritas

53.6

1.7

By Constantia Flexibles

122.0

-

-

0.1

By Wendel & holding companies(1)

224.7

-

TOTAL

400.3

1.8

By Stahl(1) In 2021, this item includes the investment in Tarkett (see note 4 “Changes in scope of consolidation”).

 - Universal registration document 2021

413

6

:9>:74/,?0/49,9.4,7F%?,?0809?>,>F:1F0.08-0=F

F

Notes on changes in cash position!"&4>;:>,7:10<@4?D49A0>?809?>

In 2020, this item mainly included the disposal of the remaining stake in Allied Universal for $203.2 million.

!"&8;,.?:1.3,920>49>.:;0:1.:9>:74/,?4:9,9/:1:;0=,?4:9>307/1:=>,70

In 2021, this item mainly corresponded to Cromology’s cash andcash equivalents reclassified as discontinued operations oroperations held for sale.

!"&In 2020, this item mainly corresponded to Tsebo’s cash and cash
equivalents reclassified as discontinued operations or operations
held for sale.

3,920>49:?30=149,9.4,7,>>0?>,9/F74,-474?40>

In 2021, the amount is mainly due to: the acquisitions and disposals by Wendel Lab of their portfolio
assets for €-18.9 million;

 the payment by Wendel of cash under the first third of theautomatic liquidity of IHS (see note 6-2 “Impact of co-investment
mechanisms for Wendel”) for €-20.5 million; and the financial assets and liabilities of Bureau Veritas €-2.6 million.

414  - Universal registration document 2021

In 2020, the amount is mainly explained by the change in loans andreceivables from capitalization funds at Wendel SE for€77.5 million, by the settlement of the guaranty related to thefunding of Tsebo’s investor B-BEEE for €19 million and by thechange in financial assets and liabilities of Bureau Veritas.

:9>:74/,?0/49,9.4,7F%?,?0809?>,>F:1F0.08-0=F

F

Notes on changes in cash position

!"&

6

!0?.3,92049-:==:B492>,9/F:?30=F149,9.4,774,-474?40>

Details of financial debt are shown in note 18 “Financial debt”.
2021

2020

Bureau Veritas

48.8

786.6

Constantia Flexibles

733.6

178.4

In millions of euros

New borrowings by:

Cromology
CPI
Wendel & holding companies

0.1

59.9

-

21.1

300.0

-

1,082.5

1,045.9

Borrowings repaid by(1):Bureau Veritas

626.1

1,242.6

Constantia Flexibles

592.0

153.7

Cromology

123.6

88.8

Stahl

36.9

61.5

CPI

20.3

12.9

Wendel & holding companies

300.7

1.8

1,699.5

1,561.3-617.1-515.4TOTAL(1) Loan repayments include repayments of lease liabilities.

!"&"?30=149,9.4,749.:800C;09>0

In 2021, other financial income/expense corresponds mainly to the
disbursements of puts held by non-controlling interests, the receiptof €39.5 million in connection with the unwinding of Wendel’s
cross-currency swap (see note 7-5.1 “Wendel's currency risk”), andConstantia Flexibles’ cash collateral pledged to its lenders for€-81.5 million.
In 2020, other financial income/expense corresponded mainly tothe disbursements of puts held by non-controlling interests.

 - Universal registration document 2021

415

6

:9>:74/,?0/49,9.4,7F%?,?0809?>,>F:1F0.08-0=F

F

Other notes

 "?30=9:?0>!"& "11-,7,9.0>300?.:884?809?>

As of December 31, 2021, no commitment was likely to have a significant impact on the Group’s financial position, other than thosementioned.

Note 35-1

Collateral and other security given in connection with financing
12/31/2021

12/31/2020

Pledge by Constantia Flexibles Group entities of shares of the principal companies and of
certain bank accounts and trade receivables as collateral for the repayment of the debt
owed by the Constantia Flexibles Group.

702.4

549.4

Pledge by Cromology Group entities of shares of the principal companies and of certainbank accounts and trade receivables as collateral for the repayment of the debt owed by
the Cromology Group.

-

196.0

Pledge by Stahl Group entities of shares of the principal companies and of certain bankaccounts, trade receivables and assets as collateral for the repayment of debt owed by
the Stahl Group.

388.6

392.4

Pledge by CPI Group entities of shares of the principal companies and of certain bankaccounts and trade receivables as collateral for the repayment of the debt owed by
the CPI Group.

288.0

282.2

1,379.0

1,420.0

In millions of euros

TOTAL

Note 35-2

Guarantees given and received inconnection with asset acquisitions

1.
Guarantees given as part of asset sales
In connection with the disposals of Cromology, Parcours, PlaYce
and Tsebo, as well as of the time of the entry of BASF into the sharecapital of Stahl, the Group issued the usual statements andguarantees (fundamental guarantees in terms of existence,
capacity, ownership of securities and, on occasion, specificguarantees on operational issues) within the limits of certain
ceilings and for variable durations depending on the guarantees

Note 35-3

concerned. Only the statements and guarantees issued for ALD inconnection with the sale of the Parcours Group gave rise to a claim
or payment. There are no outstanding claims in respect of otherguarantees granted.
2.
Guarantees received in connection with asset acquisitions
When BASF acquired a stake in Stahl, the Group benefited from theusual statements and guarantees within certain limits and forvariable claim periods depending on the guarantees concerned,
some of which may still be called upon. There are no outstanding
claims in respect of these guarantees received.

Off-balance-sheet commitments given and received related to operating activities

In millions of euros

12/31/2021

12/31/2020

393.3

391.6

Market counter-guarantees and other commitments given
by Bureau Veritas(1)by Constantia-

2.4

by Cromology

-

17.1

6.3

3.2

399.6

414.3

by Stahl
TOTAL COMMITMENTS GIVEN(1) Commitments given by Bureau Veritas included guarantees such as bank and parent-company guarantee.

416  - Universal registration document 2021

:9>:74/,?0/49,9.4,7F%?,?0809?>,>F:1F0.08-0=F

F

Other notes

Note 35-4

Subscription commitments

As of December 31, 2021, the Group (Wendel Lab and Accolade) is
committed to investing approximately €123.5 million in private
equity funds, including €88 million already called.

Note 35-5

Shareholder agreements
and co-investment mechanisms

The Wendel Group is party to a number of agreements governing
its relationships with its co-investors, whether co-investors in its
subsidiaries or holding companies (Constantia Flexibles, Crisis
Prevention Institute, IHS, Stahl and Tarkett) or managers (or former
managers) of subsidiaries, relating to mechanisms aimed ataligning their interests with their respective companies’
performance (Constantia Flexibles, Crisis Prevention Institute, Stahl
and Tarkett).
These agreements contain various clauses related to: Corporate governance (composition of governing bodies, vetorights on certain strategic decisions and rights to information); terms of share transfers (lock-up periods, pre-emptive rights andrights of first refusal, ban on selling to certain individuals);

 anti-dilution rules in the event of transactions involving the sharecapital; exit terms in the event of a sale (tag-along and drag-alongrights) or IPO; and non-competition and priority commitments involving acquisition
opportunities.

6 for Stahl, BASF, a minority shareholder, benefits from liquidity
commitments granted by Stahl and counter-guaranteed by the
Wendel Group in an amount determined on the basis of apredefined margin multiple. As of December 31, 2021, thisliquidity has not been exercised by BASF. This commitment has
been recognized in financial liabilities in accordance withaccounting principles applicable to minority puts.
In addition, in connection with the initial public offering of IHS
shares on October 14, 2021, the Wendel Group has entered into(i) a six-month lock-up agreement with the introducing banks, and(ii) a shareholders’ agreement with its co-shareholders and IHS
authorizing the sale of shares on the market in tranches of 20% for
successive six-month periods until the 30th month following the IPO.
With respect to Tarkett, the shareholders’ agreement includes anundertaking by the Wendel Group not to sell Tarkett Participation
shares during the first years of its investment, subject to the usual
exceptions.
The agreements with the management teams (managers or former
managers) of subsidiaries (Constantia Flexibles, Crisis Prevention
Institute, Stahl and Tarkett) also contain provisions relative to: the right to liquidate their co-investment in successive tranches,in the absence of a sale or IPO beyond a certain period(between the 6th anniversary and 12th anniversary of thecompletion of the joint investment, depending on theagreement in question); and/or

 the handling of executive departures (commitment to sell sharesin the event of the departure of an executive from a subsidiary
and/or commitment to buy shares in certain specific cases).

 for Constantia Flexibles, the H. Turnauer Foundation, of the

Co-investment terms for senior managers in the subsidiarycompanies are described in greater detail in note 6-1 “Participationof subsidiaries’ managers in the performance of their companies”
to the 2021 consolidated financial statements.

founding family of Constantia Flexibles, has the option torequest, between 2020 and 2023, that an IPO or a sharebuyback process by refinancing of the Group be launched,aiming at ensuring the priority liquidity of its stake. In theabsence of liquidity at the end of this process, the Wendel
Group granted the H. Turnauer Foundation a put option atmarket value on half of its initial investment, payable in two
tranches in cash or in Wendel shares, at the Wendel Group’s
discretion. As of December 31, 2021, this right was not
exercised by the H. Turnauer Foundation. This commitment wasrecognized in financial liabilities in accordance with accounting
principles applicable to minority puts; andAs part of the liquidity commitments under these agreements, inthe absence of a liquidity event (divestment or IPO) before certain
predetermined dates, the Wendel Group (depending on thesituation, Wendel’s holding companies or the subsidiaries
themselves) can be required to buy back or guarantee the buybackof the shares held by subsidiary managers (or former managers) in
Constantia Flexibles, Crisis Prevention Institute, Stahl and Tarkett.
The value retained in the context of these liquidity commitments
corresponds to the market value determined by the parties,
depending on the case, by applying a predetermined method orby an independent expert.

The Constantia Flexibles and Stahl shareholder agreements also
contain the following terms: - Universal registration document 2021

417

6

:9>:74/,?0/49,9.4,7F%?,?0809?>,>F:1F0.08-0=F

F

Other notes

Liquidity mechanisms will also be provided to Wendel managers
with exposure, in connection with co-investment mechanisms, toConstantia Flexibles, Crisis Prevention Institute and IHS (seenote 6.1 “Participation of Wendel’s managers in Groupinvestments” to the 2021 consolidated financial statements).
As of December 31, 2021, based on the value of the investments
included in the Net Asset Value or, where appropriate, on the basisof the price formulas or appraisals provided for in these
agreements, the value of the portion of the pari passu investments
made under the same risk and return conditions as Wendel by all
the co-investing managers of investments or Wendel benefitingfrom liquidity rights granted by the fully consolidated companieswas €35 million. The value of the portion of non-pari passu
investments of co-investing managers of subsidiaries and managers
of Wendel was €53 million. These amounts do not include any
unpaid amounts owing to the co-investors on the investments soldor automatic liquidities.
In accordance with Group accounting principles, a portion of theseamounts is recognized as a liability of €20.9 million. The accounting
principles applicable to co-investments are described innote 1-8.19 “Accounting treatment of mechanisms for theparticipation of management teams in Group investments” of the2021 consolidated financial statements.
With regard to non-controlling interests granted to joint
shareholders, an overall amount of €315 million is recognized infinancial liabilities for the put granted by Wendel and its holding
companies to the H. Turnauer Foundation on its stake in Constantia
Flexibles, as well as the put granted by Stahl to BASF.
Co-investment and liquidity commitment values vary with the valueof each investment. As a result, they may be lower (or nil) or higher
in future fiscal years.

418  - Universal registration document 2021

Note 35-6

Other agreements concluded by
the Wendel Group for its financing
and acquisition or divestment
transactions

Subordinated (mezzanine and second lien) lenders to Stahl who
waived their claims as creditors during the 2010 restructuring in
exchange for a minority interest in the share capital (representing
only 0.5% of the capital at December 31, 2021) notably received aright to the capital gain exercisable only upon the total or partial
divestment of the Wendel Group’s stake in Stahl. This right is
exercisable by Stahl’s mezzanine and second lien shareholders in
the event of the divestment by the Wendel Group if Wendel’s
overall return is more than 2.5 times greater than its 2010
reinvestment. It is equivalent to the allocation of one to two bonus
shares per share held by these former subordinated lenders. In
accordance with accounting standards, this commitment is notrecognized on the balance sheet, as the exercise of this rightdepends on the Wendel Group’s decision to divest.
As part of the syndication with Maxburg of a minority investment in
the Constantia Flexibles Group, the Wendel Group enjoys a right toreceive an additional amount on the portion transferred in thismanner subject to the achievement by Maxburg of minimum
profitability thresholds over the duration of its investment in
Constantia Flexibles in case of divestment. This right is recognizedwithin financial assets whose change in value is recognized on theincome statement.

:9>:74/,?0/ 49,9.4,7F%?,?0809?> ,>F:1F0.08-0=F

F

Other notes!"& 

6%?:.6 :;?4:9> -:9@> >3,=0> ,9/F;0=1:=8,9.0 >3,=0>

The accounting principles applied to stock options, bonus shares and performance shares are described in note 1-8.18 “Stock subscription
and stock purchase option plans”.
The total expense related to allocation of stock options or other share-based compensation for FY 2021 was €34.8 million compared to€30.9 million in 2020.
2021

2020

Stock options at Wendel

3.1

2.2

Grant of bonus shares at Wendel

6.3

6.3

Stock options at Bureau Veritas

2.7

2.3

Grant of bonus shares at Bureau Veritas

22.7

20.1

TOTAL

34.8

30.9

In millions of euros

Pursuant to the authorization given by shareholders at their
June 29, 2021 Shareholders’ Meeting, options giving the right tosubscribe to 131,795 shares were allocated on July 30, 2021 with astrike price of €110.97 and a ten-year life. These options have thefollowing features:

In 2021, these options were valued using a Monte-Carlo model,
with the following main calculation assumptions: expected rate of
return of 2.5%, expected central volatility of 28%. These options
were valued by an independent expert at €19.0 per option. The
expense has been spread over the options’ vesting period.

 a service condition: four years from the granting of the options,Pursuant to the authorization granted by the Shareholders’ Meetingof June 29, 2021, bonus shares with the following characteristics
were also allocated on July 30, 2021:

it being specified that subject to the performance condition
described below, 50% of the options may be exercised in theevent of departure at the end of a period of two years, 75% of
the options in the event of departure at the end of a period of
three years and 100% of the options in the event of departure at
the end of a period of four years;

 a performance condition: the options will be exercised by eachbeneficiary subject toperformance condition:thefulfillment

of

the

following a service condition: four years from the granting of the shares, it
being specified that subject to the achievement of theperformance conditions described below, 50% of theperformance shares may be acquired in the event of departureat the end of a period of two years, 75% of the performance
shares in the event of departure at the end of a period of three
years and 100% of the performance shares in the event of
departure at the end of a period of four years;

25% of the options will be exercisable if, on the firstanniversary of the grant date, all companies controlled by
Wendel have prepared a climate risk analysis, three performance conditions, assessed over a period of four

 25% of the options will be exercisable if, on the second

 for 25% of the allocation, a performance condition linked toanniversary of the grant date, at least half of the companies
controlled by Wendel have defined and approved a corrective
action plan to address the identified climate risks,

the absolute performance of Wendel’s annualized Total
Shareholder Return,

25% of the options will be exercisable if, on the third
anniversary of the grant date, all companies controlled by
Wendel have defined and approved a corrective action plan
to address the identified climate risks, and 25% of the options will be exercisable if, on the fourthanniversary of the grant date, all companies controlled by
Wendel have implemented priority corrective actions as
defined in their action plans and presented the first results to
the relevant corporate bodies of these corrective actions.

years:

for 50% of the allocation, a performance condition linked to
the relative performance of Wendel’s annualized Total
Shareholder Return measured against that of the CACMid60
index, and for 25% of the allocation, a performance condition relating to

the change in the dividend paid by Wendel.
These performance shares were valued using a Monte-Carlomodel, with the following main calculation assumptions: expected
rate of return of 2.5%, expected return on equity of 8.1%. The valueof these performance shares has been estimated at €77.6 perperformance share by an independent expert. The expense has
been spread over the options’ vesting period.

 - Universal registration document 2021

419

6

:9>:74/,?0/ 49,9.4,7F%?,?0809?> ,>F:1F0.08-0=F

F

Other notes 25% of the allocation will vest if the dividend paid in 2024 is

Pursuant to the authorization granted by the Shareholders’ Meetingof June 29, 2021, bonus shares with the characteristics described
below were also allocated on July 30, 2021:

greater than or equal to the dividend paid in 2023, and 25% of the allocation will vest if the dividend paid in 2025 is a service condition: four years from the granting of the shares;

greater than or equal to the dividend paid in 2024.

 a performance condition assessed over a period of four years:

These performance shares were valued using a Monte-Carlomodel, with the following main calculation assumptions: expected
rate of return of 2.5%, expected return on equity of 8.1%. The valueof these performance shares has been estimated at €106.3 perperformance share by an independent expert. The expense has
been spread over the options’ vesting period.

25% of the allocation will vest if the dividend paid in 2022 isgreater than or equal to the dividend paid in 2021,
 25% of the allocation will vest if the dividend paid in 2023 isgreater than or equal to the dividend paid in 2022,

The instruments granted and not exercised or vested were as follows:

Stock-options

Stock purchase
options

Number ofoptions
outstanding
as of
12/31/2020

Options
grantedin 2021610,561

Options
canceled
in 2021

Options
exercisedin 2021

Number ofoptions
outstanding
as of
12/31/2021-1,000-71,518

538,043

from 54.93
to 134.43

113.14

5.08

433,564

from 82.05
to 110.97

91.68

8.83

-

Stock subscription
options

270,342

131,795-6,296-395,841

TOTAL

880,903131,795-7,296-71,518

933,884

Sharesawarded as at
12/31/2020

Exercise
price(in euros)

Average
exercise
price
Average(in euros) residual life

Number of
exercisable
options

Cancellations

Sharesawarded as at
12/31/2021

Grant date

Vesting date

Plan 10-1

106,313-106,313-

07/06/2018

07/06/2021

Plan 11-1

77,386-854

76,53207/08/2019

07/08/2022

Plan 11-2

61,140-4,892

56,24807/08/2019

07/10/2023

Plan 12-1

84,341-1,09883,24308/05/2020

08/05/2023

Plan 12-2

54,953-6,67048,28308/05/2020

08/05/2024

Performance sharesAwards during
the fiscal years

Definitive
awardsPlan 13-1

73,02173,02107/30/2021

07/29/2025

Plan 13-2

46,411

46,41107/30/2021

08/05/2024

TOTAL

384,133420  - Universal registration document 2021

119,432--119,827

383,738:9>:74/,?0/49,9.4,7F%?,?0809?>,>F:1F0.08-0=F

F

Other notes!"& 6

00>;,4/-D?30=:@;?:?30%?,?@?:=D@/4?:=>,9/808-0=>
:1?304=90?B:=6>
Services performed in 2021 by:

In thousands of euros

Deloitte Audit andentities of theDeloitte andAssociates network

Services performed in 2020 by:

Ernst & Young Audit
and EY network
entities

Deloitte Audit andentities of
the Deloitte andAssociates network

Ernst & Young Audit
and EY network
entities

Certification, review of parent company
financial statements
 for Wendel SE

663

689

741

680

 for its subsidiaries

2,805

2,935

2,833

2,957

Sub-total

3,468

3,624

3,574

3,637

 for Wendel SE

394

146

324

170

 for its subsidiaries

477

968

254

820

Sub-total

871

1,114

578

990

TOTAL

4,339

4,738

4,152

4,627

Services other than certificationof financial statements

Services rendered during the year other than the Statutory
Auditors’ verification of the financial statements of Wendel SE andthe companies over which the latter exercises control are related,
for Ernst&Young Audit and its network, to tax services, tocertifications, to due-diligence and to agreed procedures and for
Deloitte, to certifications, to procedures in the context of theconsolidated declaration of extra-financial performance, to legal
and tax services, to due diligence and to agreed procedures.

 - Universal registration document 2021

421

6

:9>:74/,?0/49,9.4,7F%?,?0809?>,>F:1F0.08-0=F

F

Other notes!"& %@->0<@09?0A09?>

Note 38-1

Acquisition of Acams

On January 24, 2022, Wendel announced that it had signed anagreement with Colibri, a Gridiron Capital company, for theacquisition of the Financial Services segment of Adtalem Global
Education INC. As part of this transaction, Wendel will acquire
Acams (Association of Certified Anti-Money Laundering
Specialists), while Colibri will acquire Becker Professional Education
and OnCourse Learning.
As part of this transaction, Acams is valued at approximately$500 million. Wendel will invest up to approximately $355 million in
equity and will hold approximately 99% of the Company’s sharecapital. The finalization of this transaction is expected to take placein March 2022 subject to compliance with the usual conditions andobtaining regulatory authorizations.
Over the last twelve months to the end of September 2021, Acams
generated revenue of $83 million and $18 million in unaudited
EBITDA, estimated on an independent operational management
basis, and calculated using Wendel’s usual methodology.

Note 38-2

New bond issue

In January 2022, a new €300 million bond maturing inJanuary 2034 with a coupon of 1.375% was issued. See note 7-2.1“Liquidity risk of Wendel and its holding companies”.

Note 38-3

Disposal of Cromology

On January 20, 2022, Wendel completed the sale of the
Cromology Group to DuluxGroup (see note 4 “Changes in scope of
consolidation”).

422  - Universal registration document 2021

Note 38-4

Exposure to the war in Ukraine

Wendel is paying close attention to the evolution of the situation in
Ukraine and its potential consequences, as the most material
financial impact, among other things, could come from an increaseof our companies’ cost structures, raw materials prices, supply
chain and wages inflation, if these are not passed on sufficiently
quickly in sales prices, as our companies were able to do in 2021.
Wendel direct economical exposure to Russia and Ukraine islimited at c.1%. The security of local employees who can be
exposed to the conflict is a key priority.
Please find below the Group direct exposure to Russia and Ukraine
through its companies:

 for Bureau Veritas: sales realized in these countries represent
less than 1% of the total revenue;

 for Constantia Flexibles: sales realized in these countries
represent less than 5% of the total revenue;

 for Stahl: sales realized in these countries represent around 1%of the total revenue; and for Tarkett (equity method): sales realized in these countries
represent around 10% of the total revenue.

:9>:74/,?0/49,9.4,7F%?,?0809?>,>F:1F0.08-0=F

F

Other notes6!"& 4>?:18,49.:9>:74/,?0/.:8;,940>,>F:1F0.08-0=F

Method ofconsolidation% interest net oftreasury sharesCompany nameCountry

Business segment

FC

100.0

WendelFranceManagement of shareholdings

FC

100.0

Coba

FranceManagement of shareholdings

FC

100.0

Eufor

FranceManagement of shareholdings

FC

100.0

Sofiservice

FranceManagement of shareholdings

FC

100.0

WaldggenFranceManagement of shareholdings

FC

99.6

Africa Telecom Towers

Luxembourg

Management of shareholdings

FC

100.0

Constantia Coinvestco GP

Luxembourg

ServicesFC

99.7

Expansion 17

Luxembourg

Management of shareholdings

FC

100.0

Wendel Lab

Luxembourg

Management of shareholdings

FC

99.6

Global Performance 17

Luxembourg

Management of shareholdings

FC

100.0

Ireggen

Luxembourg

Management of shareholdings

FC

100.0

Karggen

Luxembourg

Management of shareholdings

FC

99.6

Oranje-Nassau Développement SA
SICAR

Luxembourg

Management of shareholdings

FC

100.0

Oranje-Nassau Développement NOP

Luxembourg

Management of shareholdings

FC

100.0

Oranje-Nassau GP

Luxembourg

Services

FC

100.0

Wendel Luxembourg(1)Luxembourg

Management of shareholdings

FC

100.0

Winvest International SA SICAR

Luxembourg

Management of shareholdings

FC

100.0

Oranje-Nassau Groep

Netherlands

Management of shareholdings

FC

100.0

NOP Europe

Belgium

Management of shareholdings

FC

100.0

Wendel North America

United States

Services

FC

100.0

Wendel London

United Kingdom

Services

FC

100.0

Wendel Africa

MoroccoServices

FC

100.0

Wendel Singapore

Singapore

Services

FC

99.5

Accolade

United States

Investment fund

FC

35.5

Bureau Veritas and its subsidiaries

FranceCertification and verification services

60.8

Constantia Flexibles
and its subsidiaries

Austria

Flexible packaging
High-performance coatingsand leather-finishing products

FC



FC

67.8

Stahl and its subsidiaries

Netherlands

FC

96.3

CPI and its subsidiaries

United States

Training services

FranceInnovative flooring andsports surface solutions

E

25.1

Tarkett(1) In 2021, Trief Corporation absorbed Winvest Conseil and changed its company name to become Wendel Luxembourg.
FC: Full Consolidation. Wendel exercises exclusive control over these companies.
E: Companies accounted for by the equity method. Wendel exercises significant influence over or joint control of these companies.

The complete list of consolidated companies and companies with an ownership interest is available on the Group’s official website at thefollowing address: https://www.wendelgroup.com/en/investors/regulated-information/.

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Statutory auditors’ report on the consolidated financial statements

 %?,?@?:=D,@/4?:=>H=0;:=?:9?30.:9>:74/,?0/
149,9.4,7>?,?0809?>
This is a translation into English of the statutory auditors’ report on the consolidated financial statements of the Company issued in French andit is provided solely for the convenience of English-speaking users. This statutory auditors’ report includes information required by European
regulations and French law, such as information about the appointment of the statutory auditors or verification of the information concerning
the Group presented in the management report and other documents provided to shareholders. This report should be read in conjunction
with, and construed in accordance with, French law and professional auditing standards applicable in France.
Year ended December 31, 2021
To the Wendel Shareholders’ meeting

OpinionIn compliance with the engagement entrusted to us by your Annual General Meeting, we have audited the accompanying consolidated
financial statements of Wendel for the year ended December 31, 2021.
In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of theGroup as at December 31, 2021 and of the results of its operations for the year then ended in accordance with International Financial
Reporting Standards as adopted by the European Union.
The audit opinion expressed above is consistent with our report to the Audit Committee.

Basis for Opinion
Audit Framework
We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under those standards are further described in the Statutory Auditors’ Responsibilities for the Audit of the Consolidated
Financial Statements section of our report.

Independence
We conducted our audit engagement in compliance with the independence requirements of the French Commercial Code (Code decommerce) and the French Code of Ethics for Statutory Auditors (Code de déontologie de la profession de commissaire aux comptes) forthe period from January 1st, 2021 to the date of our report and specifically we did not provide any prohibited non-audit services referred toin Article 5(1) of Regulation (EU) No. 537/2014.

Justification of Assessments - Key Audit Matters
Due to the global crisis related to the COVID-19 pandemic, the financial statements for this period have been prepared and audited under
special circumstances. Indeed, this crisis and the exceptional measures taken in the context of the health emergency have had numerous
consequences for companies, particularly on their operations and their financing, and have led to greater uncertainties regarding their
future prospects. Some of these measures, such as travel restrictions and remote working, have also had an impact on companies’ internalorganization and on the performance of audits.
It is in this complex, evolving context that, in accordance with the requirements of Articles L. 823-9 and R. 823-7 of the French Commercial
Code (Code de commerce) relating to the justification of our assessments, we inform you of the key audit matters relating to risks of material
misstatement that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of thecurrent period, as well as how we addressed those risks.
These matters were addressed in the context of our audit of the consolidated financial statements as a whole and in forming our opinion
thereon, and we do not provide a separate opinion on specific items of the consolidated financial statements.

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Statutory auditors’ report on the consolidated financial statements

6

Accounting treatment of acquisition and divestment of portfolio companies
Risk identified

Our response

As part of its investment activity, Wendel regularly acquires and sells We held discussions with the Finance department, the investment
subsidiaries and portfolio companies.
teams and the Legal department in order to gain an understanding of
The main transactions undertaken by Wendel in 2021 are as follows: the transactions, and the main agreements with the stakeholders.
obtained and evaluated whether the main legal documents and In May 2021, Wendel signed an agreement with the Deconinck We
analyses carried out by Wendel or its advisors in relation to thesefamily to form Tarkett Participation, the purpose of which is totransactions, such as share purchase agreements, details of cash
hold a majority stake in Tarkett. Tarkett Participation initiated aand commitments granted, had been properly reflected intakeover bid for Tarkett which closed in July 2021. Following this flows
the consolidated financial statements.
offer, Wendel’s investment in Tarkett Participation amounts to€224 million and represents 25.2% of the capital of Tarkett
Regarding the investment in Tarkett, we have:
Participation at the end of 2021. Tarkett Participation holds

examined the influence of Wendel over Tarkett Participation and
90,4% of Tarkett at December 31, 2021. From an accounting
over Tarkett, with regard to IAS 28 and the application of thepoint of view, Wendel’s stake in Tarkett Participation was
equity method;
accounted for using the equity method from July 2021 for an regarding the preliminary purchase price allocation of Tarkett,initial value of €213 million given the significant influence
exercised by Wendel.
with the assistance of our valuation specialists, we have: analyzed the work performed by management to identify and In November 2021, Wendel signed an SPA with DuluxGroup tosell its share in Cromology and reclassified Cromology
measure the assets and liabilities acquired;contribution as a “Assets and Liabilities held for sale” in the assessed the appropriateness of the valuation methods used forconsolidated balance sheet, and under “Net income fromthe main intangible asset categories with regard to commonly
operations discontinued or held for sale” in the consolidated
used practices;income statement. On January 20, 2022, Wendel finalized analyzed the consistency of the valuation inputs compared tothe sale of Cromology Group to DuluxGroup.
external sources;
These transactions are described in Notes 4-1, 12 and 19 to assessed the reasonableness of the amortization periods usedthe consolidated financial statements.
for the intangible assets identified in light of the estimatedWe considered the recognition and presentation of the investment
useful lives of those assets.
in Tarkett to be a key audit matter given the material amount of theoperation and the judgment required to assess the significant
Regarding the divestment of Cromology, we have:influence.
 assessed the criteria for classification as “Assets and Liabilities held
Also, we deemed the classification of Cromology as a “Assets andfor sale” and “Net income from operations discontinued or held
Liabilities held for sale” to be a key audit matter as it is a significant
for sale”;
operation of the year.
 controlled that the presentation in the consolidated financial
statements is compliant with IFRS 5.
For both transactions, we also assessed the appropriateness ofthe disclosures provided in Notes 4-1, 12 and 19 to the consolidated
financial statements.

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Statutory auditors’ report on the consolidated financial statements

Measurement of goodwill
Risk identified

Our response

As of December 31, 2021, the Goodwill net book value amounts to €3 511 million, i.e. 25% of the total balance sheet. Goodwill is broken
down by Cash Generating Units (CGUs) corresponding to each
operating subsidiary (Bureau Veritas, Constantia Flexibles, Stahl and
CPI).
An impairment loss is recognized if the recoverable amount of
goodwill as determined during the impairment test carried out
annually or when a trigger for impairment is identified, on each CGU
or group of CGUs falls below its carrying amount. In addition, when
an impairment loss is recognized by the operating subsidiary on oneof its CGU or group of CGUs, this loss is maintained in Wendel’s
consolidated financial statements, as described in Note 1-8.1 tothe consolidated financial statements.
As described in Note 9 to the consolidated financial statements,
as a result of the impairment tests performed by the management ofWendel and/or its subsidiaries, no impairment of goodwill wasrecognized for the year ended December 31, 2021.
We determined the measurement of goodwill is a key audit matter
due to its significance in the Group’s financial statements andbecause determining its recoverable amount, usually on the basis of
discounted future cash flow forecasts, taking into account the current
economic situation deteriorated by the Covid-19 crisis, requires
management to exercise a high degree of judgment and estimation.

We examined the process implemented by the management ofWendel and that of the operating subsidiaries to carry out
impairment tests.
With the assistance, when appropriate, of the subsidiaries’ auditors
and the support from our valuation specialist, we examined the
goodwill impairment tests carried out by Wendel and its operating
subsidiaries. We adjusted the extent of our work to take into accountthe level of impairment risk of the CGUs or groups of CGUs.
 For the CGUs or groups of CGUs presenting an impairment risk,
our work consisted in: Assessing the compliance of the methodology applied by
Wendel and its subsidiaries with applicable accounting
standards;
Examining the projected cash flows in relation to the economic
and financial environment in which the CGUs or groups of
CGUs operate, taking into account the global crisis
environment related to the COVID-19 pandemic;
 Assessing the quality of the process used to determine
the projections by analyzing the reasons for any differences
between past forecasts and actual outcomes;
 Assessing the consistency of the long-term growth rates usedwith available market analyses and the operating margin rateused in terminal year with the margin rates of actual andforecasted flows; Assessing the different components of the discount rates used; Verifying the sensitivity of the calculation of the recoverable
amount of the CGUs or groups of CGUs to changes in the main
assumptions used (long-term growth rate, margin rate used in
the terminal year and discount rate).
 For the other CGUs or groups of CGUs, our work consisted inholding discussions with the management of Wendel and/or
the operating subsidiary to assess the reasonableness of the cash
flows and key assumptions used (long-term growth rate,
operating margin used in terminal year and discount rates);
We also assessed the appropriateness of the disclosures provided in
Notes 1-8.1 and 9 to the consolidated financial statements, inparticular those related to the sensitivity analysis carried out byWendel’s management.

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Statutory auditors’ report on the consolidated financial statements

6

Accounting treatment of IHS contribution
Risk identified

Our response

Wendel group did not sell any share of IHS in the Initial Private
Offering of this group that occurred on the New York Stock
Exchange in October 2021. Nevertheless, following this transaction,
the terms of governance of IHS and Wendel’s rights as ashareholder have changed significantly, as described in note 4-1 ofthe consolidated financial statements. In view of these changes,
Wendel reviewed its judgment regarding its significant influence in
IHS and concluded that it no longer has the factual possibility of
exercising a significant influence on the decisions of the Board ofthis entity.
According to IAS 28 "Investments in Associates“, from the date of
IPO the group ceased to use the equity-method given the loss ofsignificant influence over IHS.
From September 30, 2021, its participation is accounted for as afinancial asset at fair value changes recorded in othercomprehensive income in accordance with IFRS9 "Financial
instruments" and the Group’s accounting principles.
As described in note 4-1 of the consolidated financial statements,
the accounting gain on disposal recognized in 2021 in Net income
from equity-method investments amounts to €913 million. Thechange in fair value after the IPO is recognized in othercomprehensive income for -€357 million.
As of December 31, 2021, IHS shares are valued at €785,1 million in
Wendel’s consolidated financial statements.
We deemed the accounting treatment of IHS contribution to beakey audit matter as it is material to the financial statements andrequires judgment to assess the loss of significant influence ofWendel group over IHS.

We held discussions with the Finance department, the investment
teams and the Legal department in order to gain an understanding of
the operation and the main agreements (including the newshareholders agreement).
We evaluated the analysis performed by Wendel on the loss of significant influence exercised over IHS with regard to
the principles and criteria provided for by the IFRS standards;
 the accounting treatment carried out, due to the loss of significant
influence and its impact on the accounts.
We also assessed the appropriateness of the disclosures provided in
Note 4-1 “Changes in consolidation perimeter in 2021” section 2“IHS IPO” to the consolidated financial statements - Universal registration document 2021

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Statutory auditors’ report on the consolidated financial statements

Accounting treatment of mechanisms for the participation of management teams in the Group’s investments
Risk identified

Our response

As described in Note 6 to the consolidated financial statements,
We held discussions with Wendel’s management to gain an
Wendel has set up co-investment mechanisms to allow its managers understanding of the co-investment mechanisms put in place byand managers of subsidiaries (Constantia Flexibles, Stahl, IHS, CPI
Wendel and its operating subsidiaries, and of the accounting
and Tarkett) to invest their personal funds in assets in which theprocess. For each co-investment mechanism identified, we obtainedGroup invests.
the main legal documents and analyzed the conformity of the
In the event of a divestment or an IPO, the managers receive a share accounting treatment applied by Wendel with the Group’s
accounting policies, as set out in Note 1-8.19 to the consolidatedof the capital gain or may lose their investment under
pre-determined conditions. Several years after the initial investment, financial statements.
in the absence of a divestment or an IPO, Wendel is committed to
For the co-investment mechanisms for which the most likely
buy back the share invested by the managers in order to ensure
redemption is a disposal or an IPO, we assessed the reasoning
liquidity.
underlying management’s decision not to recognize a liability, by
taking into account the redemption of previous co-investments. In thisThe accounting treatment of these mechanisms is based on theircase, we paid particular attention to the co-investment mechanisms
settlement method. Until the settlement method is not definitive,
the investments are accounted for based on the settlement method for which the liquidity commitment granted by Wendel to its
determined as most likely. This accounting treatment is described in managers will end soon, by determining in particular through ourconsultation of the minutes of meeting of the governing bodies
Note 1-8.19 to the consolidated financial statements.
(Executive Board and Supervisory Board), whether a disposal or an
As described in Note 35-5 to the consolidated financial statements, IPO is in progress. Otherwise, we verified that a liability has been
the commitments to buy back the share invested by managers ofrecognized.
Wendel and subsidiaries disclosed as off-balance sheet
We also assessed the appropriateness of the disclosures provided
commitments amount to 35 M€ for “pari passu” investments withthe same profile of risk and return as Wendel, and amount to 53 M€ with respect to off-balance sheet commitments set out in Note 35-5 tothe consolidated financial statements and those concerningfor non “pari passu” investments as of December 31, 2021. Thesetransactions with related parties set out in Note 5.1 and controlled
amounts do not include any unpaid amounts owing to thethat the value of the commitments to buy back the amounts invested
co-investors on the investments sold or automatic liquidities.
by the managers was determined according to the measurement
A part of these amounts is recognized as financial liabilities formethod described in Note 35-5
21 M€.
We deemed the accounting treatment of mechanisms fortheparticipation of management teams in the Group’s investments
to be a key audit matter because: The accounting treatment of these mechanisms is complex;

 The recognition or not of a liability reflecting the commitment tobuy back the share invested by the managers at their fair value
requires a high degree of judgment from management; These investments are made by managers, some of whom are
related parties.

Specific Verifications
We have also performed, in accordance with professional standards applicable in France, the specific verifications required by laws andregulations of the information relating to the Group given in the Executive Board’s management report.
We have no matters to report as to its fair presentation and its consistency with the consolidated financial statements.
We attest that the consolidated non-financial statement required by Article L. 225-102-1 of the French Commercial Code (Code decommerce) is included in the information pertaining to the Group presented in the management report, it being specified that, in
accordance with Article L. 823-10 of said Code, we have verified neither the fair presentation nor the consistency with the consolidated
financial statements of the information contained therein. This information should be reported on by an independent third party.

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Statutory auditors’ report on the consolidated financial statements

6

Report on Other Legal and Regulatory Requirements
Format of preparation of the consolidated financial statements intended to be included in the annual financial report
We have also verified, in accordance with the professional standard applicable in France relating to the procedures performed by statutory
auditors regarding the annual and consolidated financial statements prepared in the European single electronic format, that the preparationof the consolidated financial statements intended to be included in the annual financial report mentioned in Article L. 451-1-2, I of theFrench Monetary and Financial Code (Code monétaire et financier), prepared under the Executive Board’s responsibility, complies with thesingle electronic format defined in Commission Delegated Regulation (EU) No. 2019/815 of 17 December 2018. Regarding consolidated
financial statements, our work includes verifying that the tagging thereof complies with the format defined in the above-mentioned
regulation.
On the basis of our work, we conclude that the preparation of the consolidated financial statements intended to be included in the annual
financial report complies, in all material respects, with the European single electronic format.
We have no responsibility to verify that the consolidated financial statements that will ultimately be included by your Company in the annual
financial report filed with the AMF (Autorité des marchés financiers) agree with those on which we have performed our work.

Appointment of the Statutory Auditors
We were appointed as statutory auditors of Wendel by the annual general meeting held on 16 May 2019 for Deloitte & Associés and on
15 November 1988 for ERNST & YOUNG Audit.
As at 31 December 2021, Deloitte & Associés and ERNST & YOUNG Audit were in the third year and thirty-fourth year of total uninterrupted
engagement respectively.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with
International Financial Reporting Standards as adopted by the European Union and for such internal control as Management determines isnecessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or
error.
In preparing the consolidated financial statements, Management is responsible for assessing the Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless it is expected
to liquidate the Company or to cease operations.
The Audit Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control and risk
management systems and where applicable, its internal audit, regarding the accounting and financial reporting procedures.
The consolidated financial statements were approved by the Executive Board.

Statutory Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Objectives and audit approach
Our role is to issue a report on the consolidated financial statements. Our objective is to obtain reasonable assurance about whether the
consolidated financial statements as a whole are free from material misstatement. Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance with professional standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users made on the basis of these consolidated financial statements.
As specified in Article L. 823-10-1 of the French Commercial Code (Code de commerce), our statutory audit does not include assurance on
the viability of the Company or the quality of management of the affairs of the Company.

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Statutory auditors’ report on the consolidated financial statements

As part of an audit conducted in accordance with professional standards applicable in France, the statutory auditor exercises professional
judgment throughout the audit and furthermore: identifies and assesses the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, designs
and performs audit procedures responsive to those risks, and obtains audit evidence considered to be sufficient and appropriate toprovide a basis for his opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting fromerror, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

 obtains an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control.

 evaluates the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures
made by Management in the consolidated financial statements.

 assesses the appropriateness of Management’s use of the going concern basis of accounting and, based on the audit evidence obtained,
whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue
as a going concern. This assessment is based on the audit evidence obtained up to the date of his audit report. However, future events orconditions may cause the Company to cease to continue as a going concern. If the statutory auditor concludes that a material uncertainty
exists, there is a requirement to draw attention in the audit report to the related disclosures in the consolidated financial statements or, if
such disclosures are not provided or inadequate, to modify the opinion expressed therein.

 evaluates the overall presentation of the consolidated financial statements and assesses whether these statements represent theunderlying transactions and events in a manner that achieves fair presentation.

 obtains sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to
express an opinion on the consolidated financial statements. The statutory auditor is responsible for the direction, supervision andperformance of the audit of the consolidated financial statements and for the opinion expressed on these consolidated financial
statements.
Report to the Audit Committee
We submit to the Audit Committee a report which includes in particular a description of the scope of the audit and the audit program
implemented, as well as the results of our audit. We also report significant deficiencies, if any, in internal control regarding the accounting
and financial reporting procedures that we have identified.
Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgment, were of most significancein the audit of the consolidated financial statements of the current period and which are therefore the key audit matters that we are required
to describe in this report.
We also provide the Audit Committee with the declaration provided for in Article 6 of Regulation (EU) No. 537/2014, confirming our
independence within the meaning of the rules applicable in France as set out in particular in Articles L. 822-10 to L. 822-14 of the French
Commercial Code (Code de commerce) and in the French Code of Ethics for Statutory Auditors (Code de déontologie de la profession decommissaire aux comptes). Where appropriate, we discuss with the Audit Committee the risks that may reasonably be thought to bear on
our independence, and the related safeguards.

Paris-La Défense, March 17, 2022
The Statutory Auditors
French original signed by

DELOITTE & ASSOCIESMansour Belhiba

430  - Universal registration document 2021

ERNST & YOUNG Audit
Jacques Pierres

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%&& !&% %&%
!$> AssetsLiabilities !%&& &%!)%&& &

432
433

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%&& &%
7.4.1
7.4.2
7.4.3
7.4.4



Highlights of the year
Accounting principles
Notes on the balance sheet
Notes to the income statement


437
438
439
446

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Balance sheet as ofDecember 31, 2021

 ,7,9.0>300?,>:10.08-0=F



>>0?>
12/31/2021
In thousands of euros

12/31/2020

Gross amounts

Amortization
or impairment

Net amounts

Net amounts

18,746

16,779

1,967

2,446

10,852,116

2,986,468

7,865,648

7,425,363

34

-

34

34

74,303

7,393

66,911

37,760Non-current assets
Intangible assets and property,
plant & equipment
Non-current financial assets(1)Investments in subsidiaries andassociates

Note 1Other long-term investments
Treasury shares

Note 2Loans and other non-current financial assets
TOTAL

788

0

788

723

10,927,240

2,993,860

7,933,380

7,463,880

10,945,986

3,010,639

7,935,347

7,466,326

Current assets
Trade receivables(2)

1,004

-

1,004

15,221

600,427-

600,427

149,116

Other receivables(2)Note 3Financial instruments

Note 90-064,863Marketable securities

Note 4

588,697-588,697

856,531

Treasury shares

Note 456,502-56,502

59,04938,998-38,998

189,737

690

-

690

675

1,286,319-

1,286,319

1,335,192

189

-

189

4

Deferred expenses

3,831

-

3,831

3,557

Original issue discounts

2,994

-

2,994

2,147

12,239,319

3,010,639

9,228,680

8,807,225

Cash
Prepaid expenses
TOTAL
Translation adjustment

TOTAL ASSETS(1) O/w at less than one year.
(2) O/w which at more than one year.

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00

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Balance sheet as ofDecember 31, 2021

7

4,-474?40>
12/31/2021

12/31/2020

Share capital

178,992

178,876

Share premiums issue of merger and contributions

57,53455,340Legal reserves

20,224

20,224

Regulated reserves

101,870

101,870

Other reserves

2,250,000

2,250,000

Retained earnings

4,258,961

4,412,136

Net income for the year

669,270-26,613
6,991,833

In thousands of euros

EquityTOTALNOTE 5

7,536,851

Provisions for risks and contingencies

Note 6

29,772

28,482Financial debt(1)Note 7

1,644,003

1,699,023

Other current liabilities

Note 816,07020,614

1,660,073

1,719,637

(2)

TOTAL

Issue premiums on borrowings

1,795

2,409

189

64,863TOTAL EQUITY AND LIABILITIES

9,228,680

8,807,225(1) O/w short-term bank borrowings(2) O/w less than one year
O/w more than one year

160,073
1,500,000

119,637
1,600,000

Valuation differences on treasury instruments

Note 9 - Universal registration document 2021

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7

#,=09?:8;,9D49,9.4,7%?,?0809?>
Income statement 9.:80>?,?0809?
2021

2020

263,000

200,000

 Income from loans and invested cash

41,7844,575

 Reversals of Provisions

13,347

1,170

38,64852,721

767

7,873

278,716

145,150

Other income

16,79915,601

Provisions reversed and expenses transferred

1,500

17

Purchases and external services

17,807

15,412

Taxes and equivalent

3,047

2,443

16,767

13,616Social security costs

6,991

7,758

Depreciation & amortization and deferred expenses

3,553

2,759

Miscellaneous expenses

1,124

1,107

In thousands of euros

Income from investments in subsidiaries and associates
and long-term equity portfolio

Note 11

Other financial income and expenses

Note 12

IncomeExpenses Interest and similar expenses
 Depreciation, amortization and provisions

FINANCIAL INCOME
Operating income

Note 13

Operating expenses

Wages and salaries

Note 14

OPERATING INCOME-30,991-27,477

NET INCOME BEFORE EXCEPTIONAL ITEMS AND TAX

247,725

117,673

On operating transactions

4

7,370

On capital transactions

-4

318

Reversals of provisions

497,526

60,933

8,173

28,76367,832

184,177-144,318

Exceptional income

Exceptional expenses
On operating transactions
On capital transactions-

Additions to provisions
EXCEPTIONAL ITEMS

Note 15

421,521

INCOME TAXES

Note 1624

32

669,270-26,613NET INCOME (LOSS)

434  - Universal registration document 2021

#,=09?:8;,9D49,9.4,7%?,?0809?>
Cash flow statement7 ,>317:B>?,?0809?
2021

In thousands of euros

2020

Cash flows from operating activities, excluding tax
Net income

669,270-26,613

Depreciation, amortization, provisions and other non-cash items-438,720

132,701

Gains/losses on divestments
Financial income and expense
Taxes

4

-318

-266,136-125,168-24-32

Cash flows from operating activities before net finance costs and tax-35,606-19,431

Change in working capital requirement related to operating activities

19,031-10,517-16,575-29,948

Acquisition of property, plant & equipment and intangible assets

-235

-945

Disposal of property, plant & equipment and intangible assets

11

541
0

NET CASH FLOWS FROM OPERATING ACTIVITIES, EXCLUDING TAX
Cash flows from investing activities, excluding tax

Acquisition of equity investments

Note 1-

Disposal of equity investments

Note 1

-

0

-65

-144

263,000

200,000-

0262,712

199,453
2,216

Changes in other financial assets and liabilities and other
Dividends received

Note 11

Change in working capital requirements related to investment activities
NET CASH FLOWS FROM INVESTING ACTIVITIES, EXCLUDING TAX
Cash flows from financing activities, excluding tax
Capital increase

Note 52,310

Treasury share buybacks and cancellations

Note 2-24,802

869

Dividends paid

Note 5-126,562-122,609
0

New borrowings

Note 7300,000

Repayment of borrowings

Note 7-300,000

0-508,380-39,092-36,260-55,484

35,928-19,982-7,3352,641-665,100-231,442

24

32

Change in tax assets and liabilities

358

0

NET CASH FLOWS RELATED TO TAXES

382

32

Net change in intragroup assets and liabilities
Net finance costs
Other financial income/expense

Note 15

Change in working capital requirements related to financing activities
NET CASH FLOWS FROM FINANCING ACTIVITIES, EXCLUDING TAX
Income taxes

Effect of currency fluctuations
CHANGE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD(1)CASH AND CASH EQUIVALENTS AT END OF PERIOD(1)Note 16---418,582-61,905

1,046,268

1,108,173

627,695

1,046,268(1) Cash and cash equivalents included marketable securities (excluding Wendel treasury shares), cash, and bank borrowings.

 - Universal registration document 2021

435

7

#,=09?:8;,9D49,9.4,7%?,?0809?>
Notes to the parent company financial statements !:?0>?:?30;,=09?.:8;,9D149,9.4,7>?,?0809?>

9A0>?809?>49>@->4/4,=40>,9/,>>:.4,?0>

&=0,>@=D>3,=0>

"?30==0.04A,-70>



,=60?,-70>0.@=4?40>



9.:801=:849A0>?809?>49>@->4/4,=40>
,9/,>>:.4,?0>,9/7:92?0=80<@4?D;:=?1:74:

"?30=149,9.4,749.:80,9/0C;09>0>

";0=,?49249.:80



3,920>49>3,=03:7/0=>H0<@4?D

:8;09>,?4:9,9/30,/.:@9?





#=:A4>4:9>1:==4>6>,9/.:9?49209.40>



C.0;?4:9,74?08>





49,9.4,7/0-?



9.:80?,C





"?30=.@==09?74,-474?40>



4<@4/4?D,9//0-?>4?@,?4:9

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

49,9.4,749>?=@809?>

$07,?0/;,=?40>

"11-,7,9.0>300?.:884?809?>

%@->0<@09?0A09?>

436  - Universal registration document 2021

#,=09?:8;,9D49,9.4,7%?,?0809?>
Notes to the parent company financial statements

7 4237423?>:1?30D0,=
Dividends received from subsidiaries

Intragroup assets and liabilities

The Company received dividends of €263 million from:

The increase in net receivables from subsidiaries amounting to€507.8 million is mainly due to the following: WENDEL Luxembourg (wholly-owned subsidiary): €150 million;
 EUFOR (wholly-owned subsidiary): €57 million; and Oranje-Nassau Groep (wholly-owned subsidiary): €56 million.
These dividends were paid by current accounts.

Capital and dividend paid
At their Annual General Meeting of June 29, 2021, shareholders
approved the payment of a cash dividend of €2.90 per share. The
total amount of the dividend paid thus amounted to €129.7 million.
Wendel sold 72,518 of its own shares during the fiscal year for a
total of €6.21 million in connection with the exercise of options andthe grant of performance shares to employees.
Excluding the liquidity contract, the Company purchased
285,559 Wendel shares in 2021 at an average price of €107.84 pershare.
As of December 31, 2021 the Company held 1,116,456 Wendel
shares, including 637,167 held as long-term investments, 421,565
as marketable securities and 57,724 held under the liquidity
contract.
Lastly, the capital increases reserved for employees amounted to€2.3 million and corresponded to 28,824 shares.

Financing
In May 2021, Wendel issued a new bond of €300 million maturingin June 2031 with a coupon of 1%. The proceeds of this issue wereused to prepay the entire loan amount in April 2023 of€300 million. The €8 million premium paid for this early repayment
was recognized in exceptional income. These two transactions
enabled Wendel to extend the average maturity of its bond debt.
As of December 31, 2021, the nominal value of bond debts
amounted to €1,600 million.

 the financing of Wendel Luxembourg for the investment of€224 million in Tarkett Participation;

 distributions received from Wendel Luxembourg, Oranje-Nassau
Groep and Eufor which were paid in current account for€263 million (see above); and the Bureau Veritas dividend of €57 million received by Eufor, theproceeds of which were loaned by current account to theCompany.

Impairment of equity investments
At the end of the 2021 financial year, the shares of Wendel SE’s
direct subsidiaries were tested for impairment. They were carriedout by taking into account the valuation of the Group’s portfolio ofinvestments established according to the Group’s Net Asset Value
calculation method (this method is described in the Annual
Financial report). This results in the following impairment
adjustments:

 the total reversal of the impairment of €189.7 million on theshares in EUFOR, which holds the Group’s stake in Bureau
Veritas; this reversal is linked to the increase in the share price of
this stake; a reversal of the impairment on WENDEL Luxembourg sharesfor an amount of €305.4 million this reversal is due to changes inthe value of the Group’s portfolio of unlisted investments, which
is held indirectly by this subsidiary; and adepreciation of the Oranje-Nassau Groep shares of€54.8 million recognized following the distribution of a similar
amount made by this subsidiary.

These annual financial statements were finalized by Wendel SE’s
Executive Board on March 9, 2022.

In addition, foreign exchange derivatives (cross-currency swaps)
were settled in March 2021 and a premium of €39.5 million wasreceived and recognized in financial income.

 - Universal registration document 2021

437

7

#,=09?:8;,9D49,9.4,7%?,?0809?>
Notes to the parent company financial statements ..:@9?492;=49.4;70>
The balance sheet and income statement have been prepared inaccordance with the accounting standards prescribed by the
French chart of accounts in effect, applying the same exceptions asin previous years.
The two exceptions to the policies set out in the French chart ofaccounts are as follows: substitution

of “Net financial income” as the sub-total
representing the Company’s activity for “Operating income”, asdefined by the chart of accounts;

 recognition of all capital transactions on assets other thanmarketable securities in “Exceptional items”. Regarding
marketable securities, changes in provisions for impairment andgains and losses on disposal are recognized in “Net financial
income”.
The valuation methods applied remain unchanged compared tothose of prior years.
The gross value of items included in non-current assets
corresponds to their acquisition cost or the cost at which they were
contributed to the Company, excluding ancillary costs.

Use of estimates
The preparation of financial statements requires the use of
estimates and assumptions that affect the amounts reported in thefinancial statements. These estimates are based on an appreciationof the facts and circumstances existing at the balance sheet date, as
well as on information available as of the date the accounts were
finalized. They are based on the Executive Board’s past experienceand various other factors deemed reasonable (market data andexpert valuations, etc.), and are reviewed on a regular basis. The
uncertainty has complicated forecasting, and actual amounts could
therefore be different from the forecasts. The most significant
estimates used in preparing these financial statements concern
mainly investments in subsidiaries and associates and therecoverability of receivables.

Operating subsidiaries
The initial value of investments in subsidiaries and associates istheir acquisition cost. Internal indicators of loss in value arereviewed annually for each investment. In the event of an indicationof loss in value, valuations are updated. The valuation method used
depends on the type of business (operating or holding company)
and can be based on the ownership share of the net book value ofthe entity or of the net asset value after revaluation. In this case, the438  - Universal registration document 2021

valuation can be based on a variety of methods, including
discounted future cash flows, a multiple of sales or income, externaltransactions on similar companies, stock market values, etc. Whenthe carrying value falls below net book value, an impairment loss isrecognized on the difference.

Loans and receivables
Loans and receivables are valued at face value. An impairment loss
is recognized if there is a probability of non-recovery. Loans andreceivables related to investments are written down if the net asset
value of the subsidiary concerned (or the net book value if it isdeemed representative of the recoverable value) becomes
negative.

Issue and redemption premiums,
and debt issuance costs
Issue and redemption premiums are generally amortized using theeffective interest method over the term of the corresponding loan.
Debt issuance costs are spread over the term of the loan inaccordance with the preferential method recommended by CRC
Regulation No. 99-02.

Interest rate derivatives
Financial gains and losses arising on interest rate swaps arerecognized in the profit and loss account when realized. A
provision for losses is recognized when the value of the swaps isnegative and when the swaps do not qualify as hedging
instruments.

Currency derivatives
Wendel SE applies the ANC regulation 2015-05 of 2-7-2015 on
forward financial instruments and hedging transactions, applicablefrom January 1, 2017. The rules provide for the recognition at fairvalue of “isolated open positions” that are not hedged. Derivatives
must be recognized at their fair value as “treasury instruments” on
the balance sheet in order to show the Company’s position.
Changes in the value of these derivatives are recognized against
prepayment and accruals accounts on the balance sheet “Valuationdifferences on treasury instruments – assets or liabilities”. There is
no impact on net income.
When the value of these instruments is negative, a provision forrisks and contingencies is recognized for this negative amount.

#,=09?:8;,9D49,9.4,7%?,?0809?>
Notes to the parent company financial statements

7

Marketable securities

Provisions for pensions

Marketable securities are measured using the “first-in, first-out”
method. A provision for impairment is recognized if the net bookvalue of the securities is greater than market value.

Obligations related to retirement bonuses and defined-benefit
pension schemes are determined at each balance sheet date taking
into account the age of the Company’s employees, their length ofservice and the likelihood that they will remain at the Company
until they retire. The calculation is based on an actuarial method. A
provision is recognized for the portion of the obligation that is notcovered by plan assets.

Accounting for transactions in foreign currencies
Receivables and payables denominated in foreign currencies areconverted into euros at the year-end exchange rate. Currencytranslation differences on items that have not been hedged forexchange rate risks are recognized as currency translation
adjustments within assets or liabilities. A provision is made forunrealized foreign exchange losses.

 !:?0>:9?30-,7,9.0>300?
(In thousands of euros)!"&F

9A0>?809?>49>@->4/4,=40>,9/,>>:.4,?0>% Interest
In thousands of euros

Acquisitions
andSubscription

Net amounts

12/31/2020

12/31/2021

12/31/2020

100.00100.0023

Divestments
and Merger

Change ofProvisions Net amounts
12/31/2021

French associates
Sofiservice

23
(1)

Eufor

100.00100.003,599,062

Coba

100.00100.0015

189,735

3,788,797
15

Winvest 16

100.00100.00--Non-French associates
WENDEL Luxembourg

100.00100.003,754,883

305,362

Oranje-Nassau Groep

100.00100.0071,381-54,811

16,570TOTAL

7,425,362

440,286

7,865,648--

4,060,245(1) As of December 31, 2021, the Company analyzed the value of investments in subsidiaries and associates on the basis of their net asset value. This
analysis led the Company to write back the impairment on Eufor shares (entity holding the Group’s stake in Bureau Veritas) for €189,735 thousand,and the impairment on WENDEL Luxembourg shares (entity holding the Group’s unlisted portfolio) in the amount of €305,362 thousand. In
addition, an impairment on Oranje-Nassau Groep shares of €54.8 million was recognized following a distribution of a similar amount made bythis subsidiary.

 - Universal registration document 2021

439

7

#,=09?:8;,9D49,9.4,7%?,?0809?>
Notes to the parent company financial statements!"&F&=0,>@=D>3,=0>% Interest

In thousands of euros

Net amounts Acquisitions Divestments

Transfer
account

Change ofProvisions

12/31/2020 12/31/2021 12/31/2020

Wendel shares

0.86%

0.86%

TOTAL

Net amounts
12/31/2021

37,76027,348(1)37,76027,348--1,802(2)66,9101,802

66,910(1) The Company acquired a quantity of 250,938 shares for a total amount of €27,348 thousand to be allocated to the cancellation of shares.
(2) At December 31, 2021, the Company held 637,167 treasury shares for a net book value of €66,910 thousand. These shares were valued inaccordance with accounting principles on the basis of the average of the last 20 stock market prices for December 2021 (€102.30 per share). This
analysis led to the reversal of the provision for €1,802 thousand.

As of December 31, 2021, Wendel SE held 1,116,456 treasury
shares (900,665 treasury shares as of December 31, 2020).

 inthe amount of421,565 shares, to cover grants understock-option plans. They were classified as marketablesecurities within current assets (see note 4 “Marketablesecurities”); andThese treasury shares are allocated: in the amount of 379,965 shares, to potential acquisition activity
and were classified as non-current financial assets (379,965 asof December 31, 2020);

 in the amount of 57,724 shares, held under the liquidity
contract. They were classified as marketable securities withincurrent assets (see note 4 “Marketable securities”).

 inthe amount of 257,202 shares, to capital reduction
operations, they are classified as financial assets;!"&F"?30==0.04A,-70>
12/31/2021
Grossamounts

Impairment

Net amounts

Tax and employee social security receivables

1,033

1,033

1,840

-

1,840

Loans and advances connected withinvestments in subsidiaries and associates(1)599,394599,394

146,260-

146,260

In thousands of euros

Impairment

12/31/2020
Net amounts Gros amounts

Other(2)

1,016

TOTAL

600,427

Of which related companies

599,610146,260

02,479

Of which accrued income

0600,427

149,116

1,016-

149,116(1) These receivables correspond to advances granted to holding companies contributing to the holding of the Group’s various investments.
(2) In 2020, this amount corresponded to the Cross Currency SWAPS which were settled in 2021.

440  - Universal registration document 2021

#,=09?:8;,9D49,9.4,7%?,?0809?>
Notes to the parent company financial statements

!"&F

7

,=60?,-70>0.@=4?40>
12/31/2021

12/31/2020

Net book valueMarket values

Net book valueMarket values

Shares allocated to stock-option plans(2)47,05640,78453,79444,968

Shares allocated to performance share plans(3)

3,448

3,649

-

-

In thousands of euros

Wendel shares (excluding liquidity contract)(1)

SUB-TOTAL

50,50344,43353,79444,968

Money-market mutual funds and deposits

307,357

307,357

576,658

576,658--

281,341

281,341

279,873

279,873

5,999

6,084

5,254

5,380

Diversified funds, equities or bonds
Funds managed by financial institutions
Liquidity contract
Wendel shares(4)SUB-TOTAL

594,697594,781

861,785

861,911TOTAL

645,200

639,214915,579

906,878(1) Number of Wendel shares held as of December 31, 2021: 421,565.
Number of Wendel shares held as of December 31, 2020: 459,462.
(see note 2 “Treasury shares”).
(2) Shares held for the exercise of purchase-type stock options granted under stock-option plans. The net book value of these shares is the acquisition
price of the securities. Any negative difference arising between the book value and the exercise price of the purchase options is provisioned inproportion to the rights acquired within “Provisions for risks and contingencies”. At December 31, 2021, this provision amounted to€7,511 thousand.
(3) Shares allocated to the exercise of allocations granted under the performance share plan programs. In accordance with accounting standards,
the loss related to the vesting of performance shares is provisioned in proportion to the extent to which they have vested. The value of the sharesawarded valued at the rate at December 31, 2021 was recognized under “Provision for contingencies and charges”. This provision amounts to€16,533 thousand.
(4) Number of Wendel shares held as of December 31, 2021: 57,724.
Number of Wendel shares held as of December 31, 2020: 54,974.
(see note 2 “Treasury shares”).

 - Universal registration document 2021

441

7

#,=09?:8;,9D49,9.4,7%?,?0809?>
Notes to the parent company financial statements!"&F

3,920>49>3,=03:7/0=>H0<@4?DIn thousandsof euros

Number of shares

44,682,308

Balance as of 12/31/2019
before appropriation

Share
Share
premiums
capitalissuance(nominal
merger and€4) contributions

Legal
reserve

Other
reserves
Total
Regulated & Retained Output net
shareholders'
reserves
to new of the year
equity178,729

20,224

101,870 4,918,852 1,865,893 7,138,839

53,271

Appropriation of 2019 income

1,865,893 -1,865,893

Dividend-122,609-122,609

Capital increase
36,811

 Company Savings Plan

147

2,069

2,216

 Exercises of options

0

2020 income
44,719,119

Balance as of 12/31/2020
before appropriation-26,613
178,876

55,33920,224

101,870 6,662,137

Appropriation of 2020 income-26,613(1)Dividend-126,562(3)-26,613-26,613 6,991,833
26,613-126,562

Capital increase
28,824

 Company Savings Plan

115(2)

2,194

2,310

 Exercises of options

0

2021 income
44,747,943

Balance as of 12/31/2021
before appropriation

669,270
178,991

57,534

20,224

101,870 6,508,961

669,270 7,536,851(1) The retained earnings approved at the Shareholders’ Meeting of June 29, 2021 was reduced by the amount of the result for 2020, i.e.
€26.6 million.
(2) The share capital was increased by €115 thousand as a result of the two Company Savings Plans during the financial year 2021.
(3) A dividend of €2.90 per share was paid in 2021.

442  - Universal registration document 2021

669,270

7#,=09?:8;,9D49,9.4,7%?,?0809?>
Notes to the parent company financial statements!"&F

#=:A4>4:9>1:==4>6>,9/.:9?49209.40>

In thousands of euros

12/31/2021

Provision for pensions and post-employment benefits

12/31/2020

995

1,068

Other risks and contingencies

28,776

27,415

TOTAL

29,772

28,483

12/31/2020

In thousands of euros

Provision for pensions andpost-employment benefits
Provision for allocation of
performance shares andpurchase options

Allocations of
Fiscalyear

Reversals during the year
used

1,068

Note 4

Other risks and contingencies
TOTAL

unused72

996

21,822

11,791

9,594

5,593

1,701

372

2,165

24,0194,757
29,772

28,483

13,492

10,0382,165

Operatingincome

1,701

72

-

Net financial
expense11,791

9,594-

Exceptional
items

0

372

2,165

13,492

10,0382,165

The principal disputes, claims and risks identified for Wendel andits holding companies are as follows: labor disputes for which a provision has been made; and12/31/2021

 the legal actions brought by Wendel managers as a result of
the unwinding of a mechanism for participating in the Group’s
performance were concluded either by the withdrawal or
rejection of their claims or a stay pending decisions in otherindividual cases. No provision has been set aside.

 - Universal registration document 2021

443

7

#,=09?:8;,9D49,9.4,7%?,?0809?>
Notes to the parent company financial statements!"&F

49,9.4,7/0-?

In thousands of euros

12/31/2021

12/31/2020

1.00% 2023 bonds-

300,000

2.75% 2024 bonds

500,000

500,000

2.50% 2027 bonds

500,000

500,000

1.375% 2026 bonds

300,000

300,000

1% 2031 bonds

300,000-

Syndicated loan (Euribor + Marge)(1)
Accrued interest
SUB-TOTAL
Borrowings connected with investments in subsidiaries and associates(2)TOTAL
Of which: less than one year--

19,177

19,526

1,619,177

1,619,526

24,826

79,497

1,644,003

1,699,023

44,00399,0231,300,000

800,000

more than 5 years

300,000

800,000

accruals

19,177

19,526

1 to 5 years(1) The Company did not use its syndicated credit line in 2021 (see note 17).
(2) These are current accounts of Group entities, mainly vis-à-vis its subsidiary Oranje-Nassau Groep for an amount of €16.4 million.

!"&F

"?30=.@==09?74,-474?40>
12/31/2021

In thousands of euros

12/31/2020

Sourcing & suppliers(1)

3,630

3,171

Tax and employee social security liabilities

12,203

8,719

Treasury instruments
Accrued interest on interest rate derivatives

Note 9

-

-

237

8,301

Other
TOTAL
Of which related companies

423
16,07020,6140

189(1) The breakdown of trade payables by maturity (pursuant to Article 441-6-1 of the French Commercial Code) was as follows: payment within 30 days: payment in more than 30 days:
 invoices not received:

444  - Universal registration document 2021

At 12/31/2021
-16
3,646

At 12/31/2020
228
89
2,854

#,=09?:8;,9D49,9.4,7%?,?0809?>
Notes to the parent company financial statements!"&F

7

49,9.4,749>?=@809?>
12/31/2021

In thousands of euros

Assets12/31/2020
Liabilities

AssetsLiabilities

1,011

8,301

-

-

Cross currency swaps (CCS)
Accrued interest not yet due
Provision for risks & contingencies
Cash instruments – CCS
Differences in val. on Treasury instruments

64,863--64,863Forward currency sale
Cash instruments – MTM

In early March 2021, the cross-currency swaps were unwound. As such, the Company received an amount of €39.5 million recognized infinancial income.

!"&F"11-,7,9.0>300?.:884?809?>

There were no off-balance-sheet commitments granted by Wendel SE at December 31, 2021.

 - Universal registration document 2021

445

7

#,=09?:8;,9D49,9.4,7%?,?0809?>
Notes to the parent company financial statements !:?0>?:?3049.:80>?,?0809?
!"&F

9.:801=:849A0>?809?>49>@->4/4,=40>,9/,>>:.4,?0>
,9/7:92?0=80<@4?D;:=?1:74:(in thousands of euros)
Dividends from

2021

2020

Oranje-Nassau Groep

56,0000

WENDEL Luxembourg

150,000

200,000

EUFOR

57,0000

TOTAL

263,000

200,000

57,000200,000

Of which interim dividend:!"&F"?30=149,9.4,749.:80,9/0C;09>0>(in thousands of euros)
IncomeOther interest and similar income(1)

2021

2020

41,783

4,562

Foreign exchange gain

2

12

Reversals of provisions(2)12,733

563

614

608

55,131

5,745

787

70

Amortization related to bond issue premiums
TOTAL
Of which related companies(in thousands of euros)
Expenses

2021

2020

Interest on bonds

33,61833,401Other interest and similar expenses(3)4,991

19,281

Foreign exchange loss

39

39

Additions to provisions

-

7,387

767

486

39,41560,595262

322

Amortization of bond redemption premiums
TOTAL
Of which related companies(1) This is mainly an income of €39,550.3 thousand resulting from the settlement of cross currency swaps.
(2) This is essentially a reversal of the risk provision on stock options granted under stock option programs.
(3) This item includes a cross -currency swap interest expense of €2,868.9 thousand.

446  - Universal registration document 2021

#,=09?:8;,9D49,9.4,7%?,?0809?>
Notes to the parent company financial statements

!"&F

7

";0=,?49249.:80

In thousands of euros

Property rental
Services invoiced to subsidiaries
Other income

2021

2020

81

54

16,226

14,938

492

609

1,500

17

0

0

TOTAL

18,29915,617

Of which related companies

15,621

15,245

Transfer of expenses
Reversals of provisions!"&F:8;09>,?4:9,9/30,/.:@9?

See note 18 for a description of the compensation the Company allocated to the members of the Executive and Supervisory Boards.

Average staff numbers

2021

2020

 Managers

56

52

 Non-executive employees

6

7

62

59

TOTAL

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7

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Notes to the parent company financial statements!"&F 

C.0;?4:9,74?08>
Exceptional income

Exceptional expenses
Balances
fiscal year
2021

Management
Operations

Divestments
Gains

Reversals
fromProvisions

-

-4

-

-

-

-

-4

4

0

497,5268,173

067,832

421,525--

497,526--

67,832429,694

8,173

-

-

-8,173 Other

4

-

-

-

-

-

4

TOTAL

4

-4

497,5268,173

067,832

421,521In thousands of euros

Property, plant &equipment

Management
Operations

Divestment
LossesAdditionsto Provisions

Non-current financial assets
Other exceptionaltransactions
 Provision for impairment

of securities

 Early repayment of bond

04/2023-

At December 31, 2021, exceptional items of €421,521 thousand mainly include: changes in impairment on equity investments (see note 1); and an exceptional expense of €8,173 thousand resulting from the early repayment of the obligation due in 2023.

!"&F 

9.:80?,C

Income tax breaks down as follows:
In thousands of euros

2021

Taxable base at a rate of

27.37%

On 2021 income before exceptional items

247,725

On 2021 exceptional items

421,521Addbacks/deductions related to tax consolidation-689,408

669,246- 20,162
Deduction of losses carried forward
Taxable income of the tax consolidation Group- 20,162

Corresponding tax
Tax consolidation income216

Tax consolidation expense-192

INCOME TAX RECOGNIZED IN THE INCOME STATEMENT

448  - Universal registration document 202124

#,=09? :8;,9D 49,9.4,7 %?,?0809?>
Notes to the parent company financial statements

The Company has opted for tax consolidation status, as defined in
Articles 223 A-U of the French General Tax Code. According to thetax consolidation agreements between Wendel and the othercompanies in the tax Group, each company contributes to the taxof the Group by paying Wendel the amount it would have paid had
it been taxed on a stand-alone basis (i.e. without tax consolidation).

!"&F 7

This mechanism produced a tax income for Wendel SE equal to thedifference between the tax payable and the amount received fromsubsidiaries. The members of the Wendel tax consolidation Group
in 2021 were: the parent company Wendel SE and Sofiservice,
Coba, Eufor, Waldggen and Winvest 16.
As of December 31, 2021, there is a tax consolidation profit fromthe subsidiary Eufor for an amount of €215.7 thousand.

4<@4/4?D ,9/ /0-? >4?@,?4:9

At December 31, 2021, gross debt consisted of bonds for a total
amount of €1,600 million.

Wendel’s syndicated loan – Documentation andcovenants (undrawn as of December 31, 2021)

In January 2022 (post-closing), a new €300 million bond maturing
in January 2034 with a coupon of 1.375% was issued. Thus, at thedate of closing of the financial statements, the maturities of thebonds are spread out between October 2024 and February 2034
and the average maturity is six years.

The syndicated loan has financial covenants associated with it,
based primarily on the market value of Wendel’s assets and on theamount of its net debt.

Wendel also has an undrawn €750 million syndicated loan
maturing in October 2024. Wendel was in compliance with its
financial covenants as of December 31, 2021. This undrawn line ofcredit notably gives Wendel enough flexibility to take advantage ofinvestment opportunities.
At the date of the closing of the financial statements, Wendel’s
long-term rating from Standard & Poor’s was BBB “stable” outlook,and the short-term rating A-2. Similarly, Moody’s has assigned
Wendel a rating of Baa2 “stable” outlook with a short-term rating of
P-2.
Wendel’s next significant financial deadline is the €500 millionbond, due to be redeemed in October 2024. Wendel’s liquidity riskover the 12 months following the reporting date is therefore low
given its high level of cash and short-term financial investments andits €750 million fully-undrawn syndicated credit line.

Bonds issued by Wendel – Documentation
These bonds are not subject to financial covenants, but carrystandard clauses for this type of debt instrument (prohibition or
restriction on the pledging of assets as collateral to certain types oflenders, accelerated maturity should Wendel default on a payment
beyond certain thresholds, change of control clause, etc.).

Wendel’s net debt figure is based on consolidation of the Group’s
financial holding companies and does not include the debt ofoperating companies or that of holding companies set up for the
purpose of acquisitions. The net debt taken into accountcorresponds to Wendel bonds and the syndicated loan, whendrawn, reduced by cash.
Net debt of the Group subsidiaries is deducted from the grossrevalued assets of these subsidiaries inasmuch as it is without
recourse to Wendel.
These covenants are as follows: the net financial debt of Wendel and the financial holding
companies compared to the gross revalued value of assets after
unrealized taxes (excluding cash) must not exceed 50%;

 the ratio of:
the unsecured gross debt of Wendel and its financial holding
companies plus their off-balance-sheet commitments that areakin to unsecured debt, less their available cash (not pledged
or in escrow), to the amount of 75% of the value of the available listed assets(not pledged or in escrow) and 50% of the value of available
unlisted assets (not pledged or in escrow),must not exceed one.
These ratios are tested half-yearly when there are drawdowns
under the syndicated loan line. As of December 31, 2021 Wendel
was in compliance with all covenants.
The syndicated loan agreement carries standard covenants for thistype of debt instrument (prohibition or restriction on the pledging
of assets as collateral to certain types of lenders, accelerated
maturity should Wendel default on a payment beyond certain
thresholds, change of control clause, etc.).

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Notes to the parent company financial statements!"&F $07,?0/;,=?40>

Related parties are Wendel-Participations and the members of theSupervisory Board and the Executive Board.

Members of the Supervisory Board
and Executive Board
Total compensation awarded by the Wendel Group, for fiscal year
2021, to André François-Poncet, Chairman of the Executive Boardand to David Darmon, member of the Executive Board amounted
to €4,333.9 thousand.
The value of the options and performance shares granted to themduring the 2021 fiscal year amounted to €2,883 thousand at the
grant date.
Compensation paid to members of the Supervisory Board in fiscal
year 2021 was €1,219 thousand, including €1,124 thousand by
Wendel SE (i) in consideration of service by members of theSupervisory Board, (ii) as compensation of the Chairman of theSupervisory Board and (iii) as compensation of the leadindependent member of the Supervisory Board, and €95 thousand
paid to certain members of the Supervisory Board by
Wendel-Participations SE for serving on its Board of Directors.
These amounts do not include the salary of the employee
representative on Wendel’s Supervisory Board, who does notreceive Wendel SE director’s fees.
At December 31, 2021, the commitments made by the Company toAndré François-Poncet, in the event of his removal from office noton grounds of failure, corresponded to an indemnity - paid subject
to the fulfillment of performance conditions – equal to 18 months of
his average monthly compensation, determined as follows: the sumof (i) his average fixed monthly compensation at the time of his
departure, and (ii) one-twelfth of his variable compensation actually
paid in respect of the last fiscal year preceding the departure.

As of December 31, 2021, the commitments made by the Company
to Executive Board member David Darmon, in the event of his
departure, were as follows (provided performance conditions aremet): in the event his position is terminated (not on grounds offailure), a payment equal to the gross fixed monthly
compensation times the number of months of service on the
Executive Board, in no case to exceed 18 months of fixedcompensation; and in the event his employment contract is terminated, thepayments due by law and agreement under said employment
contract, with the provision that the total payments made toDavid Darmon for his service as a corporate officer and under
his employment contract may not exceed 18 months of fixedand variable compensation.
In accordance with Wendel’s policy of associating managers with
the Group’s investments, the members of the Executive Board takepart in the co-investment mechanisms described in note 6-1 of theconsolidated financial statements, “Participation of managers inGroup investments”.

Wendel-Participations
Wendel-Participations SE is owned by around 1,200 Wendel family
individuals and legal entities. Wendel-Participations investors
together held a 39.31% stake in Wendel SE as of December 31,
2021, representing 51.72% of theoretical voting rights and 52.42%of the exercisable voting rights as of that date.
There are no other economic or financial relationships between
Wendel-Participations and Wendel besides those related to theholding of shares and the following agreements:

 aservice delivery agreement entered into for the
implementation of the provisions of the Sapin 2 Law on theprevention of corruption and for the implementation of CBCR
reporting; a memorandum of understanding on the use of the “Wendel”
family name and a license agreement governing the use of the“WENDEL Investissement” brand; a service agreement for administrative assistance; and anagreement to
Wendel-Participations.

450  - Universal registration document 2021

lease

premisesbyWendelto#,=09?:8;,9D49,9.4,7%?,?0809?>
Notes to the parent company financial statements!"&F 7%@->0<@09?0A09?>

In January 2022 (post-closing), a new €300 million bond maturing in January 2034 with a coupon of 1.375% was issued.

Securities portfolio
Number of securities held

In thousands of euros

Operating subsidiaries in %Gross value inventory

INVESTMENTS IN SUBSIDIARIESAND ASSOCIATES
Subsidiaries (over 50% owned)a) French
Sofiservice
Eufor

8,500

100.0%

354

2,029,196

100.0%

3,788,797b) Foreign
WENDEL Luxembourg

82,561100.0%

6,824,593

Oranje-Nassau Groep

1,943,117

100.0%

238,320
53

Other subsidiaries and associates
Securities of French companies

2,500

100.0%

Securities of French companies

10100.0%

0
10,852,116

OTHER LONG-TERM INVESTMENTS
Other French equities

-

-

34

Subsidiaries and associated companies

In thousands of euros

Othershareholder'sequityShare including
capitalincomeGross
Netcarrying carrying% Share amount of amount of Loans andcapital securities securities advances
held
held
held
grantedGuarantees andDividends
endor- Revenue
Results received
sements from last from last
duringgiven fiscal year fiscal year
the year

DETAILED INFORMATION(on subsidiaries and associates whose gross carrying value is greater than 1% of the share capital of Wendel)
French
Eufor

2,030

426,117100.0% 3,788,797 3,788,797

-

-

-

57,91757,000825,610 2,141,677

100.0% 6,824,592 4,060,245

599,393-

41,160331,068

150,000

-

-

-

116

56,000Non-French
WENDEL
Luxembourg(1)Oranje-Nassau
Groep(1)8,744

62,637100.0%

238,320

16,570

GENERAL INFORMATION
French subsidiaries

407

38

Non-French
subsidiaries--

Frenchassociates--

Non-French
associates--(1) Consolidated data.

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Notes to the parent company financial statements

Results of the last five fiscal years
Results of the last five fiscal years

Nature of disclosures

2017 fiscal year 2018 fiscal year 2019 fiscal year 2020 fiscal year 2021 fiscal year

1. SHARE CAPITAL AT THE YEAR-END
Share capital(1)185,013

185,123

178,729

178,876

178,991

46,253,210

46,280,641

44,682,308

44,719,119

44,747,943

29,326

20,950

0

0

0

Sales (excluding taxes)

13,82812,71815,661

15,601

16,799

Income from investments in subsidiaries
and associates

260,005

500,006

5,238,799

200,000

263,000

Income before tax, depreciation,amortization and provisions

104,149

375,979

5,117,755

106,044

229,026

Income tax(4)-11,900-2,505-2,885-32-24

Net income

116,893

340,383

1,865,893-26,613669,270(3)Distributed earnings(2)122,571

129,586

125,110

129,685

134,244(3)

-

-

-

-

-

Income after tax but before depreciation,amortization and provisions

2.51

8.18

114.602.37

5.12

Net income

2.53

7.35

41.76

-0.60

14.96

Net dividend

2.65

2.80

2.80

2.90

3.00

-

-

-

-

-

Number of existing ordinary shares
Maximum number of shares that could be issued:
 through the exercise of options

2. OPERATIONS AND INCOME FOR THE FISCAL YEAR(1)of which interim dividends
3. EARNINGS PER SHARE (in euros)of which interim dividends
4. EMPLOYEE DATA
Average staff numbers

55

53

54

59

62

Total payroll(1)16,81012,183

18,63013,616

16,767

Employee benefits paid during the year(social security, social welfare, etc.)(1)

8,295

8,743

9,402

7,758

6,991

(1) In thousands of euros.
(2) Including treasury shares.
(3) Ordinary dividend of €3 (subject to approval by the Shareholders’ Meeting of June 16, 2022).
(4) Negative amounts represent income for the Company.

452  - Universal registration document 2021

#,=09?:8;,9D49,9.4,7%?,?0809?>
Statutory auditors' report on the financial statements7

 %?,?@?:=D,@/4?:=>=0;:=?
:9?30149,9.4,7>?,?0809?>
This is a translation into English of the statutory auditors’ report on
the financial statements of the Company issued in French and it isprovided solely for the convenience of English speaking users. This
statutory auditors’ report includes information required by Frenchlaw, such as information about the appointment of the statutory
auditors or verification of the management report and otherdocuments provided to shareholders. This report should be read in
conjunction with, and construed in accordance with, French law andprofessional auditing standards applicable in France.
For the year ended December 31, 2021
To the annual general meeting of Wendel,
OpinionIn compliance with the engagement entrusted to us by your annual
general meeting, we have audited the accompanying financial
statements of Wendel for the year ended December 31, 2021.
In our opinion, the financial statements give a true and fair view of
the assets and liabilities and of the financial position of theCompany as at December 31, 2021 and of the results of its
operations for the year then ended in accordance with Frenchaccounting principles.
The audit opinion expressed above is consistent with our report to
the Audit Committee.
Basis for Opinion
Audit Framework
We conducted our audit in accordance with professional standards
applicable in France. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our
opinion.
Our responsibilities under those standards are further described inthe "Statutory Auditors’ Responsibilities for the Audit of the Financial
Statements" section of our report.
Independence
We conducted our audit engagement in compliance withindependence requirements of the French Commercial Code (codede commerce) and the French Code of Ethics (code dedéontologie) for statutory auditors, for the period from January 1st,
2021 to the date of our report, and specifically we did not provide
any prohibited non-audit services referred to in Article 5(1) ofRegulation (EU) No 537/2014.

Justification of Assessments – Key Audit Matters
Due to the global crisis related to the Covid-19 pandemic, thefinancial statements of this period have been prepared and audited
under specific conditions. Indeed, this crisis and the exceptional
measures taken in the context of the state of sanitary emergency
have had numerous consequences for companies, particularly on
their operations and their financing, and have led to greater
uncertainties on their future prospects. Those measures, such as
travel restrictions and remote working, have also had an impact on
the companies’ internal organization and the performance of theaudits.
It is in this complex and evolving context that, in accordance withthe requirements of Articles L. 823-9 and R. 823-7 of the French
Commercial Code relating to the justification of our assessments,
we inform you of the key audit matters relating to risks of material
misstatement that, in our professional judgment, were of mostsignificance in our audit of the financial statements of the current
period, as well as how we addressed those risks.
These matters were addressed in the context of our audit of thefinancial statements as a whole, approved in the conditions
mentioned above, and in forming our opinion thereon, and we do
not provide a separate opinion on specific items of the financial
statements.
Valuation of investments in subsidiaries and associates, and loans
and advances connected with investments
Risk identified
As of 31 December 2021, investments in subsidiaries andassociates, and loans and advances connected with investments,
recorded in the balance sheet for a net carrying amount of
7,865 M€ and 599 M€ respectively, represent 92% of thecompany’s total balance sheet. Investments in subsidiaries andassociates are recorded at their acquisition cost and loans andadvances connected with investments are recorded at theirnominal amount, as described in the “Subsidiaries and associates”
and “Loans and Receivables” sections of the note “Accounting
Principles” to the financial statements. They are depreciated if theirrecoverable amount is lower than their carrying amount at theclosing date.
The valuation methods used to determine the inventory value
depend on the type of activity of the entities and may be based on
the share of equity or the share of revalued net assets, thedetermination of which can be based on various methods(discounted future cash flows, multiples of sales or margins,external valuations compared to transactions in similar companies,
stock market values).

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Statutory auditors' report on the financial statements

Reversal of impairment of respectively 190 M€ and 305 M€ hasbeen recognized for Eufor and Wendel Luxembourg for the year
ended December 31, 2021, while an additional impairment of
55 M€ has been recognized for ONG, as described in note 1 to thefinancial statements.
We considered that the valuation of investments in subsidiaries andassociates, and loans and advances connected with investments,
constitutes a key audit matter due to the materiality of these itemsin the company’s financial statements, and because thedetermination of their recoverable amount requires the use ofassumptions, judgments and estimates, that take into account thecurrent economic situation deteriorated by the Covid-19 crisis.
Our response
To assess the estimate of the recoverable amount of theinvestments in subsidiaries and associates, our work primarily
consisted in: assessing, on the basis of the information provided to us,
whether the valuation method applied used had been justified
by the management;

 testing the arithmetic accuracy of the recoverable value
calculations used by the company, in particular when thevaluation is based on the share of equity.

 corroborate the average share price used for valuations basedon the valuation of listed securities, from external sources;

 for companies indirectly detained, whose inventory value isdetermined using a multiples method
 assessing the relevance of the margin multiples used bymanagement
 evaluating the consistency of the estimates with those used forthe impairment tests performed on the goodwill in thecompany’s consolidated financial statements, in particularconcerning the budget assumptions for companies whose
valuation is based on the Group’s share of net asset value,
taking into account of the impact of the crisis linked to thepandemic of Covid-19;

 assess the appropriateness of the information mentioned in
Note 1 of the appendix to the annual accounts
For the valuation of loans and advances connected withinvestments, we examined the impairment test on the basis of thevaluations used within the framework of impairment testing
investments in subsidiaries and associates.
Specific Verifications
We have also performed, in accordance with professional
standards applicable in France, the specific verifications requiredby laws and regulations.
We have no matters to report as to the fair presentation and theconsistency with the financial statements of the information given in
the management report of the Executive Board and in the other454  - Universal registration document 2021

documents with respect to the financial position and the financial
statements provided to the shareholders.
We attest the fair presentation and the consistency with thefinancial statements of the information relating to payment
deadlines mentioned in Article D.441-6 of the French Commercial
Code (code de commerce).
We attest that the non-financial statement required by
Article L.225-102-1 of the French Commercial Code (code decommerce) is included in the management report, it being
specified that, in accordance with Article L.823-10 of this code, wehave verified neither the fair presentation nor the consistency withthe financial statements of the information contained therein. This
information should be reported on by an independent third party.
Report on corporate governance
We attest that the Supervisory Directors’ report on corporate
governance
sets
out
the
information
requiredbyArticle L. 225-37-4, L.22-10-9 and L. 22-10-10 the French
Commercial Code.
Concerning the information given in accordance with therequirements of Article L. 22-10-9 of the French Commercial Code(code de commerce) relating to remunerations and benefits
received by or awarded to the directors and any othercommitments made in their favour, we have verified its consistency
with the financial statements, or with the underlying information
used to prepare these financial statements and, where applicable,with the information obtained by your Company from controlled
enterprises included in the scope of consolidation. Based on theseprocedures, we attest the accuracy and fair presentation of thisinformation.
With respect to the information relating to items that your company
considered likely to have an impact in the event of a takeover bid or
exchange offer, provided pursuant to Article L. 22-10-11 of theFrench Commercial Code (code de commerce), we have agreed
this information to the source documents communicated to us.
Based on these procedures, we have no observations to make on
this information.
Other Legal and Regulatory Verifications or Information
Format of presentation of the financial statements intended to be
included in the annual financial report
We have also verified, in accordance with the professional standard
applicable in France relating to the procedures performed by thestatutory auditor relating to the annual and consolidated financial
statements presented in the European single electronic format, thatthe presentation of the financial statements intended to be
included in the annual financial report mentioned in
Article L. 451-1-2, I of the French Monetary and Financial Code(code monétaire et financier), prepared under the responsibility of
the Chairman of the Executive Board, complies with the single
electronic format defined in the European Delegated Regulation
No 2019/815 of 17 December 2018.

#,=09?:8;,9D49,9.4,7%?,?0809?>
Statutory auditors' report on the financial statements

Based on the work we have performed, we conclude that thepresentation of the financial statements intended to be included in
the annual financial report complies, in all material respects, with
the European single electronic format.
We have no responsibility to verify that the financial statements thatwill ultimately be included by your company in the annual financial
report filed with the AMF are in agreement with those on which wehave performed our work.
Appointment of the Statutory Auditors
We were appointed as statutory auditors of Wendel by your annual
general meeting held on November 15th, 1988 for ERNST &YOUNG Audit and on May 16th, 2019 for Deloitte & Associés.
As at December 31, 2021, ERNST & YOUNG Audit and Deloitte &Associés were in the 34th year and 3rd year of total uninterrupted
engagement.
Responsibilities of Management and Those Charged with
Governance for the Financial Statements
Management is responsible for the preparation and fairpresentation of the financial statements in accordance with Frenchaccounting principles, and for such internal control as management
determines is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due
to fraud or error.
In preparing the financial statements, management is responsible
for assessing the Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern andusing the going concern basis of accounting unless it is expected toliquidate the Company or to cease operations.
The Audit Committee is responsible for monitoring the financial
reporting process and the effectiveness of internal control and risks
management systems and where applicable, its internal audit,
regarding the accounting and financial reporting procedures.
The financial statements were approved by the Executive Board.
Statutory Auditors’ Responsibilities for the Audit of the Financial
Statements
Objectives and audit approach
Our role is to issue a report on the financial statements. Our
objective is to obtain reasonable assurance about whether thefinancial statements as a whole are free from material misstatement.
Reasonable assurance is a high level of assurance but is not aguarantee that an audit conducted in accordance with professional
standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are consideredmaterial if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on
the basis of these financial statements.
As specified in Article L. 823-10-1 of the French Commercial Code,our statutory audit does not include assurance on the viability of the7

Company or the quality of management of the affairs of theCompany.
As part of an audit conducted in accordance with professional
standards applicable in France, the statutory auditor exercises
professional judgment throughout the audit and furthermore: identifies and assesses the risks of material misstatement of thefinancial statements, whether due to fraud or error, designs andperforms audit procedures responsive to those risks, andobtains audit evidence considered to be sufficient andappropriate to provide a basis for his opinion. The risk of notdetecting a material misstatement resulting from fraud is higher
than for one resulting from error, as fraud may involve collusion,forgery, intentional omissions, misrepresentations, or theoverride of internal control.

 obtains an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in
the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the internal control.

 evaluates the appropriateness of accounting policies used andthe reasonableness of accounting estimates and related
disclosures made by management in the financial statements.

 Assesses the appropriateness of management’s use of the going
concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Company’s
ability to continue as a going concern. This assessment is basedon the audit evidence obtained up to the date of his audit
report. However, future events or conditions may cause theCompany to cease to continue as a going concern. If thestatutory auditor concludes that a material uncertainty exists,
there is a requirement to draw attention in the audit report to
the related disclosures in the financial statements or, if suchdisclosures are not provided or inadequate, to modify theopinion expressed therein.

 evaluates the overall presentation of the financial statements
and assesses whether these statements represent theunderlying transactions and events in a manner that achieves fairpresentation
Report to the Audit Committee
We submit a report to the Audit Committee which includes inparticular a description of the scope of the audit and the audit
program implemented, as well as the results of our audit. We also
report, if any, significant deficiencies in internal control regarding
the accounting and financial reporting procedures that we haveidentified.
Our report to the Audit Committee includes the risks of material
misstatement that, in our professional judgment, were of mostsignificance in the audit of the financial statements of the current
period and which are therefore the key audit matters that we are
required to describe in this report.

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455

7

#,=09?:8;,9D49,9.4,7%?,?0809?>
Statutory auditors' report on the financial statements

We also provide the Audit Committee with the declaration
provided for in Article 6 of Regulation (EU) N° 537/2014,
confirming our independence within the meaning of the rules
applicable in France such as they are set in particular by
Articles L. 822-10 to L. 822-14 of the French Commercial Code andin the French Code of Ethics (code de déontologie) for statutory
auditors. Where appropriate, we discuss with the Audit Committee
the risks that may reasonably be thought to bear on our
independence, and the related safeguards.

Paris-La Défense, 17 march 2022
The Statutory Auditors
French original signed by

DELOITTE & ASSOCIESMansour Belhiba

456  - Universal registration document 2021

ERNST & YOUNG Audit
Jacques Pierres

8%$#&!
%$"$%) %$"$!$  ( 



8.1.1
8.1.2
8.1.3
8.1.4

458
459
459
460

8.3.1
8.3.2



8.3.4

Market data
Dividend
2021 share buyback program
Equity market

  !' &! "!+
8.2.1
8.2.2
8.2.3
8.2.4
8.2.5
8.2.6

A constant and in-depth dialogue
with the market
A dedicated policy for individual
shareholders
Information on the website
2022 calendar
Contacts
Documents available toshareholders and the public !$&! ! &%$"&

8.3.3

8.3.5
8.3.6
8.3.7
8.3.8
8.3.9

461
462
462
463
463

8.3.108.3.11464

Principal shareholders
Controlling legal entities
or individuals
Significant changes in shareownership and voting rights
in the last three years
Changes in share capitalin the last five years
Ownership threshold disclosures
Pledging of issuer’s shares
Financial authorizations
Share buyback
Transactions on Company
securities by corporate officers
Shareholders’ agreements
Factors likely to have an impact
in the event of a takeover bid !$&! ! &
!" + "$ "+)%
8.4.1
8.4.2
8.4.3
8.4.4

General information
Main by-laws provisions
Principal new investments andacquisitions of controlling interests
How to take part in the
Shareholders’ Meeting


465
466

467
468
469
469
470
472
475
476
477


478
479
480
481

 - Universal registration document 2021

457

8

%3,=0,;4?,7,9/%3,=03:7/0=>
Wendel share performance and dividend )09/07>3,=0;0=1:=8,9.0,9//4A4/09/
,=60?/,?,Change in Euro Stoxx 50 and Wendel share price rebased to compare with the Wendel share price on June 13, 2002. Source: FactSet.
Comparison of total shareholder return for Wendel and the Euro Stoxx 50, since the CGIP/Marine-Wendel merger
Price (in euros)

Shares (in thousands)
2,500

160

140
2,000
120

100

1,500

80

1,000
60

40
500
20

0

0

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022
Wendel shares traded in thousands

Reinvested dividend performance from
06/13/2002 to 03/31/2022

WendelEurostoxx 50

Total returns for the period

Annualized return over the period

Wendel471.0%

9.2%

Euro Stoxx 50

153.6%

4.8%

Source: FactSet.

458  - Universal registration document 2021

%3,=0,;4?,7,9/%3,=03:7/0=>
Wendel share performance and dividend

8

Indices: CAC AllShares, CAC Mid 60, Euronext 150, SBF120,
STOXX® Europe, EURO STOXX®, STOXX® Europe Private Equity 20,
STOXX® Europe 600, LPX 50, EN Family Business, MSCI World &Europe & EAFE ESG Leaders, DJSI Europe, DJSI World.

Share references
Listing market: EUROLIST SRD, Compartment A (Blue Chips)
ISIN code: FR0000121204 Bloomberg code: MF FP

Quota: 1 share/PEA: Eligible/SRD: Eligible/par value: €4/Numberof shares outstanding: 44,747,943 as of December 31, 2021.

Reuters code: MWDP. PA Mnémonique: MF 4A4/09/
Ordinary dividend, in euros per share.

2.65

2.80

2.80

2018

2019

2.90

3.00

2.35

1.75

1.85

2.00

2.15

1.30

2011 (1)

2012

2013

2014

2015

2016

2017

2020

2021(2)

In euros per share, ordinary dividend(1) The 2011 ordinary dividend included an exceptional distribution of one Legrand share for every 50 Wendel shares held.
(2) Wendel is proposing a dividend of €3.0 per share for the 2021 fiscal year, up 3.4% compared to 2020 and representing a dividend yield of 2.85% based on Wendel’sshare price as of December 31, 2021. This is subject to the approval of the Shareholders’ Meeting to be held on June 16, 2022. The dividend will be paid in cash on
June 22, 2022. The ex-dividend date will be on June 20, 2022.



F>3,=0-@D-,.6;=:2=,8

The Shareholders’ Meeting of June 29, 2021 (18th resolution)authorized a program for the Company to buy back its own shares
up to a number of shares representing 10% of the number ofshares comprising the share capital at the time of said buybacks, fora period of 14 months. The maximum repurchase price under thisauthorization is €250.
The Executive Board is thus authorized to repurchase the numberof shares representing a maximum of 10% of the share capital,
which was, at the dates the authorization was granted,
4,471,911 shares.

During the 2021 fiscal year, Wendel acquired its own shares asfollows (for more details, refer to section 8.3.8):

 underthe liquidity contract, Oddo Corporatepurchased 366,478 shares on behalf of Wendel;

Finance 34,621 shares were acquired and allocated to cover the stock
option and performance share plans; 250,938 shares were acquired and allocated for the purpose ofa capital reduction (to be carried out subsequently).

 - Universal registration document 2021

459

8

%3,=0,;4?,7,9/%3,=03:7/0=>
Wendel share performance and dividend <@4?D8,=60?
Average closing price
1 monthIntraday highIntraday low

Average daily trading
volumeJanuary 2019106.45

109,70101.405,052,861

February 2019106.38111.80101.705,229,453

March 2019111.96115.00108.304,966,473

April 2019118.56

123.70113.206,453,983

May 2019

118.30123.90111,706,737,238

June 2019118.18122.50112.307,556,355

July 2019122.38126.80119.405,224,724

August 2019122.80127,50116.907,526,692

September 2019124.55128.70119,907,383,212

October 2019123.72128.00120,606,696,576

November 2019124.63129.40118.507,985,085

December 2019

120.85123.80117.405,874,475

January 2020

120.87124.10116.705,802,707

February 2020

122.53

127,50109.406,969,435

March 2020

83.58

113,4054.80

10,282,142

April 2020

76.18

84.70

66.30

4,196,291

Date

May 2020

77.78

87.85

69.10

5,318,390

June 2020

86.49

97.85

79.60

5,985,498

July 2020

82.77

89.10

78.00

4,113,426

August 2020

85.73

89.50

78.10

4,192,320

September 2020

81.37

89.25

72.05

4,421,434

October 2020

80.27

84.25

73.10

4,065,783

November 2020

89.58

96.35

74.40

5,568,231

December 2020

97.55

100.3093,154,609,473

January 2021

99.14

102.4093,15

5,082,152

February 2021

96.69

101.3091.75

4,636,629

March 2021

101.58107.5095.40

6,441,884

April 2021

110.26112.40105.405,475,699

May 2021

113.66116.00110.304,975,919

June 2021

115.20117.20111.604,303,136

July 2021

111.34121.30105.505,016,321

August 2021

122.17124.80117.904,455,062

September 2021

122.30127.50118.505,037,227

October 2021

117,50122.60112.705,169,460

November 2021

111.66117.20100.605,197,206

December 2021

102.15107.4097.75

5,138,612

January 2022

101.96110.0093.10

5,055,195

February 2022

92.64

98.10

84.20

4,845,107

March 2022

88.85

96.20

75.60

6,097,554

Source: Euronext.

460  - Universal registration document 2021

%3,=0,;4?,7,9/%3,=03:7/0=>
Financial communication policy8 49,9.4,7.:88@94.,?4:9;:74.D
The Investor Relations department acts as an interface between theGroup and the equity and bond investors. It aims to provide a clear
view on the Group’s results and strategy through its financial
communications. Wendel has put in place a number of initiatives tokeep informed its shareholders, bondholders, French andinternational investors and its financial analysts. Wendel means tooffer to all these market participants a clear, comprehensive andtransparent information in real time to enable them to get a better
understanding of the Group’s strategy, its positioning, the latest
news of its portfolio companies and its medium-term objectives.

 .:9>?,9?,9/49/0;?3/4,7:2@0B4?3?308,=60?
 Every year, the Investor Relations department organizes anumber of events intended for analysts and institutional
investors, to which journalists specializing in the industry areinvited: an analysts’ conference on the day of annual results
publication, an “Investor Day”, conference calls for the half-year
results and other ad hoc events in case of strategic transactions
such as acquisitions. The presentations are broadcast live on thewebsite www.wendelgroup.com. All of the information
presented is made available on the website on the day of
publication and webcasts are available for one year.

 Since the unprecedented pandemic situation in 2020, Wendel
has adapted its communication actions with the market to allow
continuity in the flow of information and exchanges with market
players. No financial communication events were canceled, andall were replaced by remote events.

 To take into account the significant need to monitor activity inthe troubled times of the pandemic, Wendel organized an
additional conference call during the Trading Update of the firstquarter and the third quarter.

 Like every year, in December 2021, Wendel held its Investor
Day, the aim of which is to enable stakeholders to meet and get
to know the unlisted companies in its portfolio and to brief on
Wendel’s investment strategy. The 2021 edition, which isentirely digital in the most interactive and condensed format
possible, was an opportunity for the executives of Constantia
Flexibles, Tarkett, Crisis Prevention Institute and Stahl to present
their main strategic focuses to the market.

 Since2009, Wendel has implemented a financial
communication policy aimed at its bond investors who benefit
from the same policy of roadshows and events as equity
investors, through the organization of “credit updates”.

 Over the last six years, the Group has also strengthened its
process of dialogue with its equity investors and proxy advisors
on matters of governance, through targeted events held inconjunction with the General Secretary. Since 2019, Jacqueline
Tammenoms Bakker, Chairwoman of the GovernanceCommittee, has also chaired these events.

 As initiated in 2020, the Financial Communication department
organized and participated in financial communication events
focused on ESG. Accompanied by the Sustainable Development
and Communication department, it participated in two
conferences dedicated to ESG investors and was the first Frenchissuer to hold an ESG thematic conference organized with the
French Society of Financial Analysts (SFAF).

 Throughout the year, the Investor Relations department holds
numerous events with institutional investors. As such, in 2021,
members of the Executive Board and the Chief Financial Officer,
supported by the Investor Relations team, held 16 equity andcredit roadshows and took part in 11 brokers conferences in themain global financial markets. In total, nearly 269 meetings withequity and bond investors took place with investors from 17
different countries, mostly in France, the United Kingdom, theUnited States and Germany.

 - Universal registration document 2021

461

8

%3,=0,;4?,7,9/%3,=03:7/0=>
Financial communication policy /0/4.,?0/;:74.D1:=49/4A4/@,7>3,=03:7/0=>
In 2021, the Wendel Group pursued its communications policy
dedicated to the over 25,000 individual shareholders who
represent 20.4% of its capital.
Wendel’s Shareholders Advisory Committee was created in 2009,and it met three times in 2021, by video conference due to thesanitary context. Composed of nine members, the committee’s role
is to obtain feedback from individual shareholders on the media

used to communicate with them: letters to shareholders, thewebsite, social media and the management report. In this second
year of the health crisis, the CCAW continued to help us adapt ourvarious communication tools and prepare our remote events suchas the 2021 Shareholders’ Meeting, thus helping us to best meetthe expectations of our shareholders.

 91:=8,?4:9:9?30B0->4?0
Wendel provides the financial community and its shareholders witha regularly updated Investors and a specific Individual Shareholders
section on its website www.wendelgroup.com. It includes, inparticular: financial presentations and press releases (“Results” section). All
public presentations are streamed live on the Company’s
website and available to view for one year; the most recent Net Asset Value (NAV) published and themethodology used (“Net Asset Value” section);

462  - Universal registration document 2021

 the Universal Registration Document and Half-Year financial
report; information on bondholders (“Credit investors” section); informationforindividual
shareholders” section);shareholders(“Individual information on the Annual General Meeting (“Annual General
Meetings” section).

%3,=0,;4?,7,9/%3,=03:7/0=>
Financial communication policy



8

.,709/,=Trading update Q1 2021 and NAV – Publication of NAV as of March 31, 2022 (pre-market release)

04/28/2022

Shareholders’ Meeting

06/16/2022

H1 2022 results – Publication of NAV as of June 30, 2022

07/29/2022

Publication of the consolidated condensed half year financial statements (before stock market opening)

08/03/2022

Trading update Q3 2021 and NAV – Presentation of NAV for September 30, 2022 (before market)

10/28/2022

2022 Investor Day

12/01/2022 :9?,.?>
WendelIndividual shareholders

89 rue Taitbout, 75009 Paris (France)Toll-free number (from a landline in France): 0 800 897 067

Internet: www.wendelgroup.com

Christine Anglade Pirzadeh, Director of Communications andSustainable Development

Twitter: @Wendelgroup
E-mail: communication@wendelgroup.com

E-mail: c.angladepirzadeh@wendelgroup.com

Tel.: +33 (0)1 42 85 30 00
Institutional investors and financial analysts
Olivier Allot, Director of Financial Communication and DataIntelligenceE-mail: o.allot@wendelgroup.com
Lucile Roch, Deputy Head of Financial Communication
E-mail: l.roch@wendelgroup.com

 - Universal registration document 2021

463

8

%3,=0,;4?,7,9/%3,=03:7/0=>
Financial communication policy:.@809?>,A,47,-70?:>3,=03:7/0=>,9/?30;@-74.

In accordance with applicable law, the Company’s by-laws, minutesof General Meetings and certain other Company reports, as well as
historical financial information and other documents, may beconsulted at the Company’s registered office, at 89 rue Taitbout,
75009 Paris (France).
Pursuant to Article 19 of EU regulation 2017/1129 of the European
Parliament and of the Council dated June 14, 2019, the following
information is incorporated by reference in this Universal
Registration Document:

01/13/2022 : Wendel steps up the development of the Wendel
Lab and names Jérôme Michiels, its Executive Vice-President, tohead it12/02/2021: Wendel's 20th annual Investor Day
11/17/2021: Wendel improves score in
Sustainability (DJSI) World and Europe indices

the

Dow

Jones

10/28/2021: Q3 2021 Trading update the key figures on page 32 as well as the consolidated financial

10/20/2021: Wendel grants exclusivity to DuluxGroup for the saleof Cromology

statements and corresponding audit report on pages 321-394 of
the 2019 Registration Document filed with the AMF on April 16,
2020, under number D. 20-0296.

10/07/2021: Wendel wins the Grand Prix de la Transparence 2021
in all categories

 the key figures on page 32 as well as the consolidated financial
statements and corresponding audit report on pages 337-409 of
the 2021 Universal Registration Document filed with the AMF on
April 15, 2021 under number D. 21-0311.
The unincluded parts of these documents either do not apply toinvestors or are covered in a section of this Universal Registration
Document.
In addition, all financial news and all information documents
published by Wendel are accessible on the Company’s website:www.wendelgroup.com.
Main press releases published by the Company in 2021 and inearly 2022:
03/22/2022: Wendel launches its endowment fund, Wendel Cares
03/18/2022: 2021 Full-Year Results
03/11/2022: Wendel completes the acquisition of ACAMS, theworld's largest membership organization dedicated to fighting
financial crime
02/16/2022: Sébastien Metzger appointed General Counsel M&A
and Finance of Wendel
01/24/2022: Wendel to acquire ACAMS (Association of Certified
Anti-Money Laundering Specialists), the world's largest
membership organization dedicated to fighting financial crime
01/21/2022: Sale of Cromology was completed
01/13/2022: Successful issue of a €300 million 12-year bond issue
bearing interest at 1.375%
01/13/2022: Launch of a €300 million 12-year bond issue464  - Universal registration document 2021

09/17/2021: Information about IHS Holding Limited
09/07/2021: Availability of the 2021 half-year consolidated
financial statements
07/29/2021: H1 2021 Trading update
06/09/2021: David Varet joins Wendel as an Operating Partner
05/26/2021: Successful issue of €300 million 10-year bond issue
bearing interest at 1.000%
05/26/2021: Wendel extends its bond debt maturities
05/17/2021: Wendel: Shareholders' Meeting set for June 29, 2021
05/13/2021: Q1 2021 Trading update – Additional information
about IHS Towers
04/30/2021: Constantia Flexibles announces the acquisition of
Propak in Turkey
04/28/2021: Q1 Trading update
04/23/2021: Wendel partners with the Deconinck family to acquire
the shares of Tarkett and to support the growth of the company
03/31/2021: Wendel integrates ESG targets into the financial termsof its undrawn €750 million syndicated credit facility
03/18/2021: 2020 Full-Year Results
03/11/2021: Maarten Heijbroek appointed CEO of Stahl
01/18/2021: Wendel announces promotion of Harper Mates toManaging Director

%3,=0,;4?,7,9/%3,=03:7/0=>
Information on the share capital8 91:=8,?4:9:9?30>3,=0.,;4?,7 #=49.4;,7>3,=03:7/0=>
As of December 31, 2021, the share capital was composed of
44,747,943 shares with a par value of €4 each, benefiting from67,897,938 theoretical voting rights and 66,781,482 exercisablevoting rights. Double voting rights are granted to fully paid-up
shares which have been registered in the same shareholder’s namefor at least two years, regardless of the shareholder’s country of

citizenship. As of that date, 23,149,995 shares had double voting
rights.
To the best of the Company’s knowledge, the main shareholders asof December 31, 2021, were as follows:% of share capital

Wendel-Participations SE and related parties(1)39.3 %

Institutional investors outside France

33.4 %

Individual shareholders

20.4 %

Institutional investors in France

3.5 %Treasury shares

2.5 %Employees and members of the Executive Board

1.0 %(1) In accordance with Article L. 233-10 of the French Commercial Code, the data include Wendel-Participations SE, its Chairwoman, Priscillade Moustier and Société Privée d’Investissement Mobiliers (SPIM).

To the best of the Company’s knowledge:

 no shareholder, other than Wendel-Participations SE, owns
more than 5% of the Company’s share capital;

 the members of the Supervisory Board and the Executive Board
hold or represent 1.04% of the share capital and 1.26% of thetheoretical voting rights (including the Wendel shares held
indirectly by the members of the Executive Board via the FCPE
Wendel mutual fund).

There are no securities or other rights representing liabilities of theCompany, convertible bonds, exchangeable bonds and/or bonds
redeemable in shares that give or could give access to the capital
except for stock options (subscription or purchase) and future
performance share plans.
There are no shares that do not represent capital, such as foundershares or voting rights certificates.

 - Universal registration document 2021

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8

%3,=0,;4?,7,9/%3,=03:7/0=>
Information on the share capital :9?=:77492702,709?4?40>:=F49/4A4/@,7>
Wendel-Participations SE

Wendel’s control structure

Presentation

As of December 31, 2021, Wendel-Participations SE (and relatedparties) had a controlling interest in Wendel with 39.29% of its
share capital, 51.41% of its theoretical voting rights, and 52.27% of
its exercisable voting rights.

Wendel-Participations SE is a holding company that holds Wendel
shares. Wendel-Participations SE is owned by around 1,200
Wendel family individuals and legal entities. The purpose of
Wendel-Participations SE is to: invest and manage its own funds and acquire (or sell)participating interests;

 own (through purchase, subscription at issue, exchange or any
other means) and manage any French or foreign listed or
unlisted securities, rights to intangible or tangible property, andengage in any type of short, medium or long-term capitaltransactions;

 take part in any investments in collective investment funds,
whether movable or immovable; create,coordinate and manage all commercial or civil
companies; preserve the proprietary and non-proprietary interests of theWendel family, as well as the Wendel name or trademark andthe logos associated with this name and trademark, which may
not be used otherwise than by the Company without the express
authorization of its Board of Directors;

 any actions aimed at promoting or strengthening familycohesion; services or advisory services in the field of wealth management
solely for the Company’s shareholders and in compliance withapplicable laws; and generally, any commercial, industrial, financial, investment orreal estate operations directly or indirectly related, in whole or inpart, to the above-mentioned activities.

The
followingmeasuresWendel-Participations SE overappropriately:

ensurethat
the Company

controlbyis exercised management and oversight are separated through a two-tiered
structure, with an Executive Board and a Supervisory Board; presence of 40% of independent members on the Supervisory
Board (excluding members representing employees); appointment of a Lead Member of the Supervisory Board; chair of the Supervisory Board Committees are independent
members of the Board; any transaction in excess of €100 million and any decisionbinding the Company or its subsidiaries over a long period oftime are subject to prior authorization by the Supervisory Board.

Economic and financial ties with Wendel
There are no significant economic and financial relationships
between Wendel-Participations SE and Wendel other than thoserelated to the holding of the shares (dividends) and the following
agreements (described in section 9.1.1 of the Universal Registration
Document in the Statutory Auditors’ special report):

 a memorandum of understanding on the use of the name“Wendel” as well as a license agreement on the trademark“Wendel”, modified by amendments dated October 25, 2013,
December 8, 2015, March 21, 2018, February 18, 2020,
September 17, 2020, February 12, 2021, and February 9, 2022;

 anadministrative assistance agreement modified by anamendment dated February 12, 2021;

 an agreement to rent premises, modified by an amendment
dated February 12, 2021;

 a service agreement under which Wendel provides services to
Wendel-Participations SE in the fight against corruption (theso-called “Sapin II” law) and country-by-country tax reporting(“CBCR”), modified by an amendment dated December 1, 2020.

466  - Universal registration document 2021

8

%3,=0,;4?,7,9/%3,=03:7/0=>
Information on the share capital %429414.,9?.3,920>49>3,=0:B90=>34;,9/A:?492=423?>
49F?30F7,>??3=00D0,=>

Wendel-Participations SE(1)

Situation as of 12.31.2021

Situation as of 12.31.2020

Situation as of 12.31.2019

Share capital

Voting rights

Share capital

Voting rights

Share capital

Voting rights

39.3%

52.3%

39.3%

52.4%

39.1%

52.2%

First Eagle

4.3%

2.9%

4.5%

3.0%

4.5%

3.0%

Treasury shares(registered shares)

2.3%

-

1.9%

-

1.9%

-

Group Savings Plan

0.8%

0.9%

0.7%

0.9%

0.7%

0.9%

Other shareholders(institutional and individual)

53.4%

44.0%

53.7%

43.9%

53.9%

44.0%

of which individual
shareholders

20.4%

21.3%

18.8%

20.4%

19.3%

20.4%

44,747,943

66,781,482

44,719,119

66,590,781

44,682,308

66,928,737

TOTAL SHARES AND
EXERCISABLE VOTING RIGHTS

Voting rights are calculated based on the exercisable voting rights as of that date.
(1) In accordance with Article L. 233-10 of the French Commercial Code, the data include Wendel-Participations SE, its Chairwoman, Priscillade Moustier and Société privée d’investissement mobiliers (SPIM).

In February 2022, a study was performed, as is done every year, toidentify the shareholders of Wendel as of December 31, 2021.
There was relatively little change during the year in Wendel’sshareholder breakdown, with a slight decrease in French
institutional investors (3.5% vs. 4.4% as of December 31, 2020), andstable foreign institutional investors (33.4% vs. 33.3% as ofDecember 31, 2020). The number of individual shareholders
increased to at 25,398, with their stake in the share capital rising to
20.4% from 18.8% the previous year.

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%3,=0,;4?,7,9/%3,=03:7/0=>
Information on the share capital 3,920>49>3,=0.,;4?,749F?30F7,>?F14A0D0,=>
Date of change
in capital

Type oftransaction

Changein numberof shares

Situation as ofDecember 31, 2017

Numberof shares
comprising
the capital

Nominalvalue(in euros)

46,253,210

4Change inshare capital(in euros)

Amount ofshare capital(in euros)

Changein sharepremiums(in euros)

185,012,840

Amount ofshare andmergerpremiums

48,651,868

Exercises ofsubscription
options

7,276

46,260,486

4

29,104

185,041,944

462,026

49,113,895

Issue ofsharesreserved for
employees

20,15546,280,641

480,620185,122,564

1,826,446

50,940,341

46,280,641

4

Situation as ofDecember 31, 2018

185,122,564

50,940,341

Exercises ofsubscription
options

20,95046,301,591

4

83,800185,206,364

313,41251,253,753

Issue ofsharesreserved for
employees

26,05546,327,646

4

104,220

185,310,584

2,017,178

53,270,931

Cancellationof shares-1,645,338

44,682,308

4- 6,581,352

178,729,232-

53,270,931

44,682,308

4Situation as ofDecember 31, 2019

178,729,232

53,270,931

Exercises ofsubscription
options

-

-

-

-

-

-

-

Share issue
reserved for
the FCPE
Wendelmutual fund

36,811

44,719,119

4

147,244

178,876,476

2,068,778

55,339,709

Cancellationof shares

-

-

-

-

-

-

-

44,719,119

4

Situation as ofDecember 31, 2020

178,876,476

55,339,709

Exercises ofsubscription
options

-

-

-

-

-

-

-

Share issue
reserved for
the FCPE
Wendelmutual fund28,82444,747,943

4

115,296

178,991,772

2,194,496

57,534,205

Cancellationof shares

-

-

-

-

-

-

-

44,747,943

4

Situation as ofDecember 31, 2021

468  - Universal registration document 2021

178,991,772

57,534,205

%3,=0,;4?,7,9/%3,=03:7/0=>
Information on the share capital8 "B90=>34;?3=0>3:7//4>.7:>@=0>
Since the publication of the 2020 Universal Registration Document, no ownership threshold disclosures have been published by the AMF.



#70/2492:14>>@0=H>>3,=0>

To the best of the Company’s knowledge, 68,856 registered Wendel shares (in either pure or administered form) were pledged as collateral
as of December 31, 2021.

 - Universal registration document 2021

469

8

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Information on the share capital49,9.4,7,@?3:=4E,?4:9>

8.3.7.1 Existing financial authorizations and use thereof
As of December 31, 2021, the following financial authorizations were in effect:
AGM date(resolution No.)

Period andexpiration date

Authorized nominal amountor% of share capital

Amount used
as of 12/31/2021

07/02/2020
17th resolution

26 months
09/02/2022

40% of share capital-

07/02/2020
18th resolution

26 months
09/02/2022

10% of the capital-with waiver of preferential
subscription rights

07/02/2020
19th resolution

26 months
09/02/2022

10% of the capital- Pricing in the event of a public

07/02/2020
20th resolution

26 months
09/02/2022--

07/02/2020
21st resolution

26 months
09/02/2022

15% of the initial issue-

07/02/2020
22nd resolution

26 months
09/02/2022

10% of the capital- Through a public exchange offer

07/02/2020
23rd resolution

26 months
09/02/2022

10% of the capital- Capitalization of reserves

07/02/2020
24th resolution

26 months
09/02/2022

50% of share capital-

07/02/2020
25th resolution

26 months
09/02/2022

Overall ceiling:
100% of share capitalththth(17 , 18 , 19 , 20th, 21st, 22nd,
23rd, 24th resolutions)Sub-ceiling:
10% of share capitalthth(18 , 19 , 20th, 21st, 22nd,
23rd resolutions)- Share buybacks

06/29/2021
18th resolution

14 months
08/29/2022

10% of the capital max. price:€250 per share

1.46% of the capital(652,037 shares)

 Cancellation of shares

07/02/2020
16th resolution

26 months
09/02/2022

10% of share capital per
24-month period-

06/29/2021
19th resolution

14 months
08/29/2022€150,000€115,296(28,824 shares)

06/29/2021
20th resolution

14 months
08/29/2022

1% of share capital(common ceiling for options
and performance shares)

0.295% of sharecapital(131,795 options)

06/29/2021
21st resolution

14 months
08/29/2022

1% of share capital(common ceiling for options
and performance shares)

0.267% of sharecapital(119,432 shares)

Authorization

A. Issue of shares or other securities
giving access to the capital With preferential subscription rights
 By way of a public offering,with waiver of preferential
subscription rights

 By way of a private placement,

offering or a private placement

 Greenshoe option
 As consideration for securities(contributions in kind) Overall authorized ceiling

B. Authorization of share buyback
program and share cancellations

C. Employee shareholding Group Savings Plan Stock options(subscription and/or purchase) Free shares

470  - Universal registration document 2021

%3,=0,;4?,7,9/%3,=03:7/0=>
Information on the share capital8

8.3.7.2 Financial authorizations proposed to the Shareholders’ Meeting of June 16, 2022
AGM date(resolution No.)

Period and expiration date

Authorized nominal amountor% of share capital

06/16/2022
17th resolution

26 months
08/16/2024

40% of share capital

06/16/2022
18th resolution

26 months
08/16/2024

10% of the capitalwith waiver of preferential
subscription rights

06/16/2022
19th resolution

26 months
08/16/2024

10% of the capital Pricing in the event of a public

06/16/2022
20th resolution

26 months
08/16/2024-

06/16/2022
21st resolution

26 months
08/16/2024

15% of the initial issue

06/16/2022
22nd resolution

26 months
08/16/2024

10% of the capital Through a public exchange offer

06/16/2022
23rd resolution

26 months
08/16/2024

10% of the capital Capitalization of reserves

06/16/2022
24th resolution

26 months
08/16/2024

50% of share capital

06/16/2022
25th resolution

26 months
08/16/2024

Overall cap:
100% of the share capitalthth(17 , 18 , 19 , 20th, 21st, 22nd,
23rd and 24th) resolutions)Sub-cap:
10% of the share capitalthth(18 , 19 , 20th, 21st,
22nd and 23rd resolutions) Share buybacks

06/16/2022
15th resolution

14 months
08/16/2023

10% of the capitalmax. price: €250 per share Cancellation of shares

06/16/2022
16th resolution

26 months
08/16/2024

10% of share capitalper 24-month period

06/16/2022
26th resolution

14 months
08/16/2023€150,000

06/16/2022
27th resolution

14 months
08/16/2023

1% of share capital(common ceiling for options
and performance shares)

06/16/2022
28th resolution

14 months
08/16/2023

1% of share capital(common ceiling for options
and performance shares)

Authorization

A. Issue of shares or other securities
giving access to the capital With preferential subscription rights
 By way of a public offering,with waiver of preferential
subscription rights

 By way of a private placement,

offering or a private placement

 Greenshoe option
 As consideration for securities(contributions in kind)th Overall authorized ceiling

B. Authorization of share buyback
program and share cancellations

C. Employee shareholding Group Savings Plan Stock options(subscription and/or purchase) Free shares

The resolutions submitted for the approval of the Shareholders’ Meeting of June 16, 2022, will cancel and replace, up to the amounts not
used at that date, the previous authorizations and delegations having the same purpose.

 - Universal registration document 2021

471

8

%3,=0,;4?,7,9/%3,=03:7/0=>
Information on the share capital%3,=0-@D-,.6

8.3.8.1 Legal framework

8.3.8.2 Liquidity contract

The Shareholders’ Meeting of June 29, 2021 (18th resolution)authorized a program for the Company to buy back its own shares
up to a number of shares representing 10% of the number ofshares comprising the share capital at the time of said buybacks, fora period of 14 months. The maximum repurchase price under thisauthorization is €250.

Under the liquidity contract, between January 4, 2021 andDecember 31, 2021, Oddo BHF:

The Executive Board is thus authorized to repurchase the numberof shares representing a maximum of 10% of the share capital,
which was, at the dates the authorization was granted,
4,471,911 shares.

 purchased on Wendel’s behalf 366,478 shares for a total valueof €40,338,672 and an average unit value of €110.07;

 sold on Wendel’s behalf 363,728 shares for a total value of€40,203,267 and an average unit value of €110.53.
As of December 31, 2021, the resources appearing in the liquidity
account entrusted by the Company to Oddo BHF were as follows: 57,724 shares;

In accordance with applicable regulations and market practices
permitted by the AMF, the objectives of the share buyback
program were as follows: €3,952,422.09.

 to enable an investment service provider to make transactions

8.3.8.3 Implementation of stock option
and performance share plans

on a secondary market or maintain the liquidity thereof within
the framework of a liquidity contract in compliance with the
AMF; to implement stock purchase option plans as defined in
Articles L. 225-177 et seq. of the French Commercial Code; to allocate bonus shares pursuant to Articles L. 225-197-1 et seq.
of the French Commercial Code; to deliver shares for the exercise of rights attached to securities
giving access to the Company’s share capital immediately or at alater date; to retain them pending a delivery of shares (as an exchange,
payment or other consideration) in the context of external
growth, mergers, spin-offs or asset contributions, subject toprior authorization by the Supervisory Board; to allocate or sell shares as part of the Group’s profit-sharing
program and any Group Savings Plan as provided for by law, inparticular Articles L. 3332-1 et seq. of the French Labor Code; to cancel all or part of the shares thus purchased, subject to theprior authorization of the Supervisory Board, in the context of
the authorization of the Shareholders’ Meeting.
This program could also allow the Company to pursue any otherpurpose that has been or may be authorized by legislation or
regulations in force, or by any market practice that may be
admitted by the AMF, in such a case, the Company would inform its
shareholders by means of a press release.

472  - Universal registration document 2021

From January 1, 2021, to December 31, 2021:

 34,621 shares were vested and allocated to cover stock option
and performance share plans. These shares were acquired for agross value of €3,447,559.18 and an average unit value of€99.58;

 72,518 treasury shares were awarded as part of the exercise ofstock options, for a gross value of €6,211,701.69 and an average
unit price of €85.66.

8.3.8.4 Delivery of shares in the context
of acquisitions, mergers, spin-offs
or asset contributions
Shares acquired between January 1, 2021, and December 31,
2021, have not been allocated to this objective.

8.3.8.5 Cancellation of shares
From January 1, 2021, to December 31, 2021:

 Wendel did not reduce its share capital by canceling shares;
 250,938 shares were acquired and allocated for the purpose ofa capital reduction (to be carried out subsequently). Theseshares were acquired for a gross value of €27,347,972.67 and an
average unit value of €108.98.

%3,=0,;4?,7,9/%3,=03:7/0=>
Information on the share capital8

8.3.8.6 Summary of transactions on shares heldby the Company at December 31, 2021

Wendel did not make use of any derivative instruments in thecontext of this share buyback program.

The Company has not repurchased or sold shares for any purposes
authorized under the program other than those detailed in
section 8.3.8.1 above.

In the 24 months preceding December 31, 2021, Wendel did notcancel any shares.
As of December 31, 2021, the Company held 1,116,456 of its own
treasury shares, i.e. 2.49% of the capital.

Summary of the Company’s transactions on its own sharesfrom January 1 to December 31, 2021
Cumulative gross amounts in 2021

Number of shares
Average maximum maturity
Average transaction price
Average exercise price
AMOUNTS

Purchases

Sales/Transfers

652,037

436,246--€109.10€106.40--€71,134,204.78€46,414,969.40

Open positions as of December 31, 2021
Open long positions

Open short positions

Calls purchased

Puts issued

Forward purchases

Calls issued

Puts purchased

Forward sales

-

-

-

-

-

-

-

-

-

-

-

-

 - Universal registration document 2021

473

8

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Information on the share capital

8.3.8.7 Description of the share buyback
program submitted for approvalto the Shareholders’ Meetingof June 16, 2022
Wendel will continue to repurchase shares in 2022.
The 15th resolution to be submitted to the June 16, 2022,
Shareholders’ Meeting requests shareholders to approve a newshare buyback program in accordance with Article L. 22-10-62 of
the French Commercial Code, Title IV of Book II of the AMF General
Regulations, European Regulation No. 596/2014 of the European
Parliament and of the Council on market abuse and Commission
Delegated Regulation (EU) 2016/1052 of March 8, 2016, onconditions applicable to buyback programs and stabilization
measures.
Under this program, shares can be bought for any of the following
purposes: to enable an investment service provider to make transactions
on a secondary market or maintain the liquidity thereof within
the framework of a liquidity contract in compliance with the
AMF; to implement stock purchase option plans as defined in
Articles L. 22-10-56 et seq. of the French Commercial Code; to allocate bonus shares pursuant to Articles L. 22-10-59 et seq.
of the French Commercial Code; to deliver shares on the occasion of the exercise of rights
attached to securities giving access to the Company’s sharecapital immediately or at a later date; to retain them pending a delivery of shares (as an exchange,
payment or other consideration) in the context of external
growth, mergers, spin-offs or asset contributions, subject toprior authorization by the Supervisory Board;474  - Universal registration document 2021

 to allocate or sell shares as part of the Group’s profit-sharing
program and any Group Savings Plan as provided for by law, inparticular Articles L. 3332-1 et seq. of the French Labor Code; to cancel all or part of the shares thus purchased, subject to theprior authorization of the Supervisory Board, in the context of
the authorization of the Shareholders’ Meeting; the purpose of this program would also be to enable theCompany to operate for any other purpose that is authorized orthat may be authorized by the laws and regulations in force orby any market practice that may be admitted by the AMF. In
such an event, the Company would inform shareholders via apress release.
The number of shares repurchased under the authorization to be
granted to the Executive Board may not exceed 10% of the sharecapital at the time of the buyback. For informational purposes, as ofDecember 31,
2021,
this
authorization
represented
4,474,794 shares, or a maximum theoretical investment of€1,118,698,500 based on the maximum buyback price of €250 per
share (excluding trading fees).
Pursuant to Article L. 225-210 of the French Commercial Code, theCompany has made a commitment to keep its holding, both direct
and indirect, within the limit of 10% of share capital. As of
December 31, 2021, the number of Wendel shares held by theCompany was 1,116,456. In light of the shares already held in thetreasury, the Company would be able to repurchase
3,358,338 shares, or 7.50% of the share capital, for a maximum
amount of €839,584,500, based on the maximum unit purchaseprice of €250. The Company reserves the right to pursue theprogram to the full extent of its authorization.
The share buyback authorization will be valid for a period of
14 months from the June 16, 2022, Shareholders’ Meeting, i.e.,
until August 16, 2023.

%3,=0,;4?,7,9/%3,=03:7/0=>
Information on the share capital8&=,9>,.?4:9>:9:8;,9D>0.@=4?40>-D.:=;:=,?0:114.0=>

Summary of transactions on Company shares, pursuant to Article L. 621-18-2 of the French Monetary and Financial Code, carried out by
persons with executive responsibilities(1) during 2021 and having been the subject of a declaration:

Name and function

Type of financial instrument

Type of transaction

André François-Poncet,
Chairman of the Executive Board

FCPE shares“Relais n° 2 WENDEL 2021”

Subscription

38,415

Options

Exercise

17,000SharesSale

17,000SharesPurchase

23,000

FCPE shares“Relais n° 2 WENDEL 2021”

Subscription

23,049

SharesPurchase

405

FCPE shares“Relais n° 2 WENDEL 2021”

Subscription

1,534,899

David Darmon,
member of the Executive Board

Nicolas ver Hulst,
Chairman of the Supervisory Board
Sophie Tomasi Parise,member of Supervisory Board representing
employees

Number of shares(1) Including transactions carried out by persons closely related to them within the meaning of European Regulation No. 596/2014 on market abuse.

 - Universal registration document 2021

475

8

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Information on the share capital%3,=03:7/0=>H,2=00809?>

8.3.10.1 Commitments relating to Wendel’sshare capital
The Company was informed of the conclusion between
Wendel-Participations SE,
Sociétéd’investissement
privéemobiliers (SPIM) and certain individual shareholders of two-year
lock-up agreements entered into pursuant to Article 787 B of theFrench General Tax Code ("Pacte Dutreil"). These commitments,
dated December 12, 2019 and December 7, 2020, respectively for
35.39% and 36.14% of the share capital at these different dates,
were ongoing as at December 31, 2021.
In addition to a commitment to hold shares for a certain period,
these commitments also grant a right of first refusal to
Wendel-Participations SE and SPIM. The shareholders involved inthese obligations are not considered to be acting in concert.
As required by Articles 787 B of the French General Tax Code andL. 233-11 of the French Commercial Code, these agreements havebeen reported to the AMF.
Other retention obligations relating to Wendel shares are listed in
section 2.1.8.1, paragraph “Restriction on the sale of Wendel sharesby Supervisory and Executive Board members”.

8.3.10.2 Shareholder agreements andgovernance agreements entered intoby the Wendel Group
The Wendel Group is party to a number of agreements governing
its relationships with its co-investors, whether co-investors in its
subsidiaries or holding companies (Constantia Flexibles, Crisis
Prevention Institute, IHS, Stahl and Tarkett) or managers (or former
managers) of subsidiaries, relating to mechanisms aimed ataligning their interests with their respective companies’
performance (Constantia Flexibles, Crisis Prevention Institute, Stahl
and Tarkett). These agreements contain various clauses related to: corporate governance (composition of governing bodies, vetorights on certain strategic decisions and rights to information); terms of share transfers (lock-up periods, pre-emptive rights andrights of first refusal, ban on selling to certain individuals);

 anti-dilution rules in the event of transactions involving the sharecapital; exit terms in the event of a sale (tag-along and drag-alongrights) or IPO; and non-competition and priority commitments involving acquisition
opportunities.

476  - Universal registration document 2021

The Constantia Flexibles and Stahl shareholder agreements also
contain the following terms:

 for Constantia Flexibles, the H. Turnauer Foundation, of thefounding family of Constantia Flexibles, has the option torequest, between 2020 and March 2023, that an IPO or a sharebuyback process by refinancing of the Group be launched,aiming at ensuring the priority liquidity of its stake. In theabsence of liquidity at the end of this process, the Wendel
Group granted the H. Turnauer Foundation a put option atmarket value on half of its initial investment, payable in two
tranches in cash or in Wendel shares, at the Wendel Group’s
discretion. As of December 31, 2021, this right was not
exercised by the H. Turnauer Foundation. This commitment wasrecognized in financial liabilities in accordance with accounting
principles applicable to minority puts; and for Stahl, BASF, a minority shareholder, benefits from liquidity
commitments up to the beginning of May 2022 granted by Stahland counter-guaranteed by the Wendel Group in an amountdetermined on the basis of a predefined margin multiple. As of
December 31, 2021, this liquidity has not been exercised by
BASF. This commitment has been recognized in financial
liabilities in accordance with accounting principles applicable tominority puts.
In addition, in connection with the initial public offering of IHS
shares on October 14, 2021, the Wendel Group has entered into(i) a six-month lock-up agreement with the introducing banks, and(ii) a shareholders’ agreement with its co-shareholders and IHS
governing the sale of shares on the market in tranches of 20% for
successive six-month periods until the 30th month following the IPO.
With respect to Tarkett, the shareholders’ agreement includes anundertaking by the Wendel Group not to sell Tarkett Participation
shares during the first years of its investment, subject to the usual
exceptions.
The agreements with the management teams (managers or former
managers) of subsidiaries (Constantia Flexibles, Crisis Prevention
Institute, Stahl and Tarkett) also contain provisions relative to: the right to monetize their coinvestment in successive tranches,in the absence of a sale or IPO beyond a certain period(between the 6th anniversary and 12th anniversary of thecompletion of the joint investment, depending on theagreement in question); and the handling of executive departures (commitment to sell sharesin the event of the departure of an executive from a subsidiary
and/or commitment to buy shares in certain specific cases).
Co-investment terms for senior managers in the subsidiarycompanies are described in greater detail in note 6-2 to the 2021
consolidated financial statements relating to the “Participation ofsubsidiaries’ managers in the performance of their companies”.

%3,=0,;4?,7,9/%3,=03:7/0=>
Information on the share capital

As part of the liquidity commitments under these agreements, inthe absence of a liquidity event (divestment or IPO) before certain
predetermined dates, the Wendel Group (depending on thesituation, Wendel’s holding companies or the subsidiaries
themselves) can be required to buy back or guarantee the buybackof the shares held by subsidiary managers (or former managers) in
Constantia Flexibles, Crisis Prevention Institute, Stahl and Tarkett.
The value applied to these liquidity commitments is the market
value determined by the parties, depending on the case, byapplying a predetermined method or an independent appraiser.
Liquidity mechanisms will also be provided to Wendel managers
with exposure, in connection with co-investment mechanisms, toConstantia Flexibles, Crisis Prevention Institute, IHS and Tarkett (seenote 6-1 “Participation of Wendel’s managers in Groupinvestments” to the 2021 consolidated financial statements.
As of December 31, 2021, based on the value of the investments
included in the Net Asset Value or, where appropriate, on the basisof the price formulas or appraisals provided for in these
agreements, the value of the portion of the pari passu investments
made under the same risk and return conditions as Wendel by all
the co-investing managers of investments or Wendel benefiting



8

from liquidity rights granted by the fully consolidated companieswas €35 million. The value of the portion of non pari passu
investments of co-investing managers of subsidiaries and managers
of Wendel was €53 million. These amounts do not include any
unpaid amounts owing to the co-investors on the investments soldor automatic liquidities.
In accordance with Group accounting principles, a portion of theseamounts is recognized as a liability of €20.9 million. The accounting
principles applicable to co-investments are described innote 1-8.19 “Accounting treatment of mechanisms for theparticipation of management teams in the Group’s investments”.
With regard to non-controlling interests granted to joint
shareholders, an overall amount of €315 million is recognized infinancial liabilities for the put granted by Wendel and its holding
companies to the H. Turnauer Foundation on its stake in Constantia
Flexibles, as well as the put granted by Stahl to BASF.
Co-investment and liquidity commitment values vary with the valueof each investment. As a result, they may be lower (or nil) or higher
in future fiscal years.

,.?:=>74607D?:3,A0,948;,.?49F?300A09?
:1,?,60:A0=-4/

Pursuant to Article L. 22-10-11 of the French Commercial Code, tothe best of the Company’s knowledge, the items that might have an
impact in the event of a takeover bid are as follows: as of December 31, 2021, Wendel-Participations SE (and relatedparties) held 39.29% of the share capital, 51.41% of thetheoretical voting rights and 52.27% of the exercisable voting
rights of Wendel SE; a public offer must be filed for the listed subsidiary of a target the granting of double voting rights to fully paid-up shares thathave been registered with the Company for at least two years in
the name of the same shareholder (see section 8.4.4.3 “Voting
rights and acquisition of double voting rights”);

 change-of-control clauses in bond indentures and certain loan
agreements of Wendel and its subsidiaries (see “Liquidity” innote 7.2 to the consolidated financial statements (section 6.7 of
the Universal Registration Document));

issuer pursuant to Article L. 433-3, III of the French Monetary and
Financial Code; as of December 31, 2021, Wendel held 35.48%
of the share capital and 51.63% of the theoretical voting rights
of Bureau Veritas, which is listed on Euronext Paris andconstitutes one of its key assets;

 right of first refusal: the share-retention commitments of certain

 agreements authorizing the Company and its international

the Executive Board are appointed by the Supervisory Board, of
which 40% are independent members and 60% are members of
the Wendel family (excluding members representing theemployees);

locations to use the last name “Wendel” and the “Wendel”
trademark: these agreements contain a termination clause in theevent that Wendel-Participations SE’s interest in the Company
falls below 33.34% of the share capital for one hundred twenty
consecutive days (see section 9.1.1, “Statutory Auditor’s special
report on related-party agreements and commitments withrelated third parties”);

shareholders
grant
a
right
of
first
refusaltoWendel-Participations SE
or
SPIM
(see
section 8.3.10“Shareholders’ agreements” above); appointment of members of the Executive Board: members of changes to the by-laws: prior authorization from the Supervisory
Board required to amend the by-laws; statutory ownership threshold disclosures: threshold crossingsmust be declared every 2% of share capital and voting rights
held.

 - Universal registration document 2021

477

8

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Company name

LEI code (legal entity identifier)Wendel969500M98ZMIZYJD5O34

Registered office

Legal structure and applicable legislation

89, rue Taitbout, 75009 Paris – France

Wendel is a European company with an Executive Board and aSupervisory Board since July 2015, pursuant to a decision of the
Shareholders’ Meeting of June 5, 2015. It is governed by European
and French legislative and regulatory provisions that are or will bein force.

Telephone: +33 1 42 85 30 00; fax: +33 1 42 80 68 67
Website: www.wendelgroup.com
Please note that the information on the website is not part of this
Universal Registration Document.

Fiscal year
Official registration
The Company is registered in the Paris Company Register (Registre
du commerce et des sociétés) under number 572 174 035; its APE
code is 7010Z.

Date founded and duration
The Company was formed on December 4, 1871, for a period of
99 years, subsequently extended to July 1, 2064, barring a new
extension or early dissolution.

478  - Universal registration document 2021

The fiscal year runs for 12 months, beginning on January 1 of eachyear.

Access to legal documents and regulated
information
Legal documents relating to the Company may be viewed at theregistered office. Ongoing and periodic regulated information may
be viewed on the Company’s website, at www.wendelgroup.com,
under the heading “Regulated information”.

%3,=0 ,;4?,7 ,9/ %3,=03:7/0=>
Information on the Company and principal by-laws,49 -D7,B> ;=:A4>4:9>

Wendel’s by-laws may be viewed on the Company’s website, atwww.wendelgroup.com,
under
the
heading“Regulated
information”.

8.4.2.1 Purpose of the Company
Pursuant to Article 3 of the by-laws, the Company has the following
purpose, in all countries, directly or indirectly:

 equity

holdings in industrial, commercial and financial
companies of any nature through the creation of newcompanies, transfers of subscriptions or purchases of shares orownership rights, mergers, alliances, partnerships or otherwise;
any disposals, exchanges or other operations concerning theseshares, ownership rights or equity interests;

 the purchase, rental and operation of any equipment; the holding, acquisition, sale and commercial use of any
processes, patents, or patent licenses;

 the acquisition, operation, sale or exchange of any real estate orreal estate rights; and generally, any commercial, industrial, financial, investment andreal estate operations directly or indirectly related to theabove-mentioned activities or to all similar or connected
activities.

8.4.2.2 Appropriation of net income
Article 27 of the by-laws provides for the following:I.

8

at least 5% of net income for each year, less any losses carriedforward from prior years, is credited to the legal reserve until
such time as the legal reserve represents one-tenth of sharecapital, as well as any amount credited to reserves pursuant toapplicable legislation.
Distributable earnings include net income for the year plus any
unappropriated retained earnings carried forward from prioryears.
Of this amount, shareholders may decide in their Shareholders’Meeting to deduct, on the recommendation of the Executive
Board:
 the amounts they consider should be allocated to any special

II. any remaining balance is distributed to shareholders, less thesum allocated to retained earnings;
III. on the condition that all earnings available for distribution havebeen allocated in the form of dividends and on therecommendation of the Executive Board, shareholders at their
Ordinary General Meeting may allocate any amounts
transferred from the share premium account;
IV. as an exception to the provisions of the present article, funds
may be allocated to the special employee profit-sharing reserve
under the terms and conditions set by law;
V. dividends are paid in the form and at the times determined byshareholders at their Ordinary General Meeting or by the
Executive Board with the authorization of shareholders at their
Ordinary General Meeting in accordance with applicablelegislation. The Executive Board may decide to distribute aninterim dividend before the approval of the financial statements
for the year in accordance with applicable legislation.
On the recommendations of the Executive Board, theshareholders, convened in their Shareholders’ Meeting toapprove the year’s financial statements, may offer eachshareholder the choice to receive payment of all or a part of the
distributed dividend (or interim dividend) in cash or in shares,
under the terms and conditions defined by applicablelegislation;
VI. the shareholders at their Ordinary General Meeting may alsodecide to distribute earnings, reserves or share premium
amounts in kind, in particular by distributing marketablesecurities from among the assets on the balance-sheet of theCompany, with or without a cash option. The Shareholders’Meeting may decide that the rights comprising fractional shares
will not be negotiable or transferable, notwithstanding theprovisions of Article 11. III of the by-laws. In the event
marketable securities are distributed from among the assets on
the balance-sheet of the Company, the shareholders may
decide that, if the amount of the dividend does not correspondto a whole number of securities, the shareholder will receive
the whole number of securities immediately below plus a cash
payment for the balance.
In accordance with current legislation, dividends not claimed within
five years from the date on which they were to be paid are forfeited
and the amounts paid over to the State.

reserve account, the sum required to serve a revenue on shares based on theamount of paid-up, non-repaid capital within the limit of 5%
per year, the amounts they consider should be allocated to the generalreserve or to share capital repayment; - Universal registration document 2021

479

8

%3,=0,;4?,7,9/%3,=03:7/0=>
Information on the Company and principal by-laws

See section 2.1.5 “The Executive Board and its operations”.

who comes to own a number of shares or voting rights
representing more than 2% of the share capital or voting rights, or
any multiple thereof, is required to so inform the Company withinfour trading days of crossing this threshold.

8.4.2.4 Provisions of the by-laws applicable
to members of the Supervisory Board

The same disclosure requirements apply when the number ofshares or voting rights held is reduced to below the 2% thresholdor any multiple thereof.

8.4.2.3 Provisions of the by-laws applicable
to members of the Executive Board

See section 2.1.1 “The Supervisory Board and its operations”.

8.4.2.5 Ownership thresholds that must bereported to the Company
In accordance with Article L. 233-7 of the French Commercial Codeand Article 28 of the by-laws, any individual or corporateshareholder, acting alone or in concert with other shareholders,

Failure to comply with the above requirements is sanctioned, asprescribed by law, by the deprivation of voting rights for thoseshares exceeding the fraction that should have been disclosed, for
all Shareholders’ Meetings held within two years of the date on
which the failure to give proper notice to the Company wasrectified. This sanction is applicable at the request (recorded in theminutes of the Shareholders’ Meeting) of one or more shareholders
holding at least 2% of the number of shares or voting rights.

 #=49.4;,790B49A0>?809?>,9/,.<@4>4?4:9>
:1.:9?=:7749249?0=0>?>
Wendel’s investment activities generate a certain turnover in its
portfolio. Over the past three years, its principal investments anddivestments have been as follows:
In 2019: since January sale of the majority of Saint-Gobain sharesfor a total amount of €468 million; sale of Wendel’s stake in PlaYce
to CFAO for a proceeds of €32.2 million in February 2019;
reinvestment of €125 million in Cromology when its debt was
renegotiated in May 2019; sale of 79% of Wendel’s interest inAllied Universal for a net profit of $721 million in December 2019;
capital injection in Tsebo amounting to $17.7 million to strengthen
its financial structure; acquisition of Crisis Prevention Institute for anequity investment of $569 million in December 2019.
In 2020: sale of the balance of Wendel’s stake in Allied Universal for
additional income from the sale of approximately $196 million(before price adjustment) in April 2020 and delivery by Wendel andthe shareholders of Tsebo of their shares to the investment units of
the Company’s senior creditors as part of a consensual transaction
completed in December 2020.

480  - Universal registration document 2021

In 2021 and early 2022: buyback of Tarkett shares in partnershipwith the Deconinck family for a total amount invested by Wendel of€221.7 million in 2021, IHS listing on the New York Stock Exchange
finalized in October 2021, sale of Cromology to Dulux Group for a
net liquidity of €896 million completed in January 2022, andacquisition of ACAMS (Association of Certified Anti-Money
Laundering Specialists) for an amount invested by Wendel ofapproximately $338 million, finalized in March 2022.
The Company’s 2021 activities are detailed in Chapter 1 and in thechanges in consolidation scope detailed in the notes to theconsolidated financial statements presented in Chapter 6.
Press releases on Wendel’s transactions are posted on its website,at www.wendelgroup.com, under the heading “Regulated
information”.
As of the date of the Universal Registration Document, no otherinvestment plans are sufficiently far advanced for Wendel’s
management to have made any firm commitments.

%3,=0,;4?,7,9/%3,=03:7/0=>
Information on the Company and principal by-laws

8 :B?:?,60;,=?49?30%3,=03:7/0=>H 00?492
All shareholders have the right to participate in Shareholders’Meetings under the conditions set down by the law.

 for holders of registered shares: in the registered securities
accounts held by the Company;

 for holders of bearer shares: in the bearer securities accounts of

8.4.4.1 Invitation to attend Shareholders’Meetings
Article 25 I of the by-laws provides for the following:
Shareholders’ Meetings are convened and held as prescribed by
European regulations and French laws in force that are applicable
to a European company.
They are held at the Company’s registered office, or at anotherlocation, as indicated in the invitation to the meeting.

8.4.4.2 Attendance at meetings
Article 25 II and III of the by-laws also foresees the following:
Any shareholder whose shares are registered in an account in themanner and at the date set by the applicable legal and regulatory
provisions may participate in the Shareholders’ Meetings on proofof his or her qualification and identity.
All shareholders meeting the required conditions have the right toparticipate in Shareholders’ Meetings personally or by proxy, or tovote by mail. Voting forms are not counted unless they are received
at the address indicated in the notice of meeting no later than thethird business day preceding the date of the meeting,notwithstanding any earlier deadline set by the Executive Board.
In accordance with applicable law, the Executive Board may
organize
shareholder
participation
andvotingvia
videoconferencing or other telecommunication systems that enable
shareholder
identification,
includingelectronicsystems.
Shareholders who participate in Shareholders’ Meetings throughvideoconferencing or such other system are deemed present forthe purposes of calculating the quorum and the majority.
Any proxies or votes submitted using an electronic method prior to
the Shareholders’ Meeting, as well as the corresponding
acknowledgements of receipt, are considered to be irrevocableand enforceable, it being specified that in the event of the sale ofshares prior to the date and time set by legal and regulatory
provisions in force, the Company shall accordingly invalidate oramend, as applicable, the proxies or votes cast prior to that date
and that time.

the authorized financial intermediary pursuant to the regulations
in force.

8.4.4.3 Voting rights and acquisitionof double voting rights
Article 25 IV of the by-laws provides that the voting rights attachedto the shares are proportional to the capital they represent;
however, a double voting right is allocated to fully paid-up sharesfor which it has been proven that they have been registered in thename of the same shareholder for at least two years.
Article L. 225-123 of the French Commercial Code provides that in
the event of a capital increase through the capitalization ofreserves, profits or issue premiums, double voting rights may be
conferred, upon their issue, to the registered shares allocated freeof charge to a shareholder in respect of old shares for which he or
she has this right.
Article L. 225-124 of the French Commercial Code specifies thatany share converted to bearer form or transferred into ownershiploses its double voting rights; nevertheless, the transfer as a resultof inheritance, liquidation of common property between spouses orinter vivos donation to a spouse or relative in the inheritance line
does not lose the acquired right and does not interrupt the periods
referred to above. The same terms apply in the event of a transfer
resulting from the merger or demerger of a corporate shareholder.

Identifiable bearer shares
Article 9 of the by-laws allows shares to be held in registered orbearer form at the shareholder’s discretion.
The Company has the right to request identification of the holdersof shares carrying current or future voting rights at its Shareholders’Meetings and the number of shares so held, in accordance withlegislation in force.
The conversion of registered shares into bearer shares, and viceversa, shall take place in accordance with the legislation in force.

Modification of shareholder rights
In the absence of specific provisions in the by-laws, any change inthe rights attached to shares is subject to legislation in force.

Moreover, in accordance with the provisions of Article R. 22-10-28of the French Commercial Code, the right to participate in the
Company’s Shareholders’ Meetings is justified by the registration ofshares in the name of the shareholder or of the intermediaryregistered on his or her behalf on the second business day
preceding the meeting, at midnight, Paris time: - Universal registration document 2021

481

8

%3,=0,;4?,7,9/%3,=03:7/0=>

482  - Universal registration document 2021

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Agenda513

 - Universal registration document 2021

483

9

%3,=03:7/0=>H 00?492:1F@90F F
Statutory Auditors’ reports

 %?,?@?:=D@/4?:=>H=0;:=?>
 %?,?@?:=D@/4?:=>H=0;:=?:9=07,?0/;,=?D,2=00809?>(Annual General Meeting held to approve the financial statements
for the year ended 31 December 2021)
This is a free translation into English of the statutory auditors’ special
report on related-party agreements issued in the French language
and is provided solely for the convenience of English speaking
readers. This report on related-party agreements should be read in
conjunction with, and construed in accordance with, French law andprofessional auditing standards applicable in France. It should beunderstood that the agreements reported on are only those
provided by the French Commercial Code and that the report does
not apply to those related party transactions described in IAS 24 orother equivalent accounting standards.
To the Annual General Meeting of Wendel,In our capacity as statutory auditors of your Company, we hereby
present to you our report on related-party agreements.
We are required to inform you, on the basis of the information
provided to us, of the terms and conditions of those agreements
indicated to us, or that we may have identified in the performanceof our engagement, as well as the reasons justifying why they
benefit the Company. We are not required to give our opinion as towhether they are beneficial or appropriate or to ascertain theexistence of other agreements. It is your responsibility, in
accordance with Article R. 225-58 of the French Commercial Code
(Code de commerce), to assess the relevance of these agreements
prior to their approval.
We are also required, where applicable, to inform you in
accordance with Article R. 225-58 of the French Commercial Codeof the continuation of the implementation, during the year ended
31 December 2021, of the agreements previously approved by the
Annual General Meeting.
We performed those procedures which we deemed necessary incompliance with professional guidance issued by the FrenchInstitute of Statutory Auditors (Compagnie nationale descommissaires aux comptes) relating to this type of engagement.
These procedures consisted in verifying the consistency of theinformation provided to us with the relevant source documents.

2=00809?>>@-84??0/1:=,;;=:A,7?:?3099@,7090=,7 00?492
Agreements authorized and concluded
during the year ended 31 December 2021
In accordance with Article L. 225-88 of the French Commercial Code,we have been notified of the following related-party agreements
which received prior authorization from your Supervisory Board.

With André François-Poncet and David Darmon,
members of the Executive Board, and with Sophie
Tomasi Parise and Harper Mates, members of
the Supervisory Board representing employees
1) Sale and purchase undertakings with Wendel Luxembourg
Following the co-investment principles for the period 2021-2025
approved by the Annual General Meeting of 29 June 2021, andsubject to the prior authorization of the Supervisory Committee
granted on 17 March 2021, André François-Poncet and David
Darmon, members of the Executive Board, and Harper Mates andSophie Tomasi Parise, members of the Supervisory Board
representing employees, concluded sale and purchase undertakings

484  - Universal registration document 2021

in July 2021 with Wendel Luxembourg, a wholly-owned Wendel
subsidiary, relating to their co-investments for the period 2021-2025
through the reserved alternative investment funds (FIAR), Global
Performance 17 SCA et Expansion 17 SCA.
The purpose of these undertakings is to settle the outcome of theirco-investments in the event of their departure from the Wendel
Group before the occurrence of liquidity events affecting thecompanies in which they have co-invested through theaforementioned funds.
2) Co-investment in Tarkett
In April 2021, Wendel partnered with the Deconinck family to buyback Tarkett securities. Wendel’s investment was completed
between July and December 2021.
During its meeting of 21 April 2021, the Supervisory Board
authorized co-investments in Tarkett by André François-Poncet andDavid Darmon, members of the Executive Board, and Harper Mates
and Sophie Tomasi Parise, members of the Supervisory Board
representing employees.

%3,=03:7/0=>H 00?492:1F@90F F
Statutory Auditors’ reports

As part of the initial co-investment that took place in July 2021:
André François-Poncet and David Darmon respectively invested€100.2k, Harper Mates invested €50.1k, and Sophie Tomasi Parise
invested €3.7k. As part of the supplementary co-investment thattook place in December 2021: André François-Poncet and David
Darmon respectively invested €7.6k, Harper Mates invested €3.8k,
and Sophie Tomasi Parise invested €0.2k.
These co-investments were carried out in compliance with the rules
applicable in this respect for the period 2021-2025 described in
Note 6-1 to the 2021 consolidated financial statements. They wereconducted through the Tarkett compartment of the Expansion 17
SCA FIAR fund for the deal by deal portion (50%) and through the
Millésime III compartment of the Global Performance 17 SCA FIAR
fund for the pooled portion (50%).
The Supervisory Board assessed that it was in the Company’s bestinterest to encourage, through these co-investments, theimplementation of the strategic plan and talent retention in acompetitive environment.

With Harper Mates, member of the Supervisory Board
1) Supplementary co-investment in CPI
In December 2021, Harper Mates, member of the Supervisory
Board representing employees, reinvested €67k in Crisis
Prevention Institute (CPI) in accordance with the 2018-2021
co-investment principles described in Note 6-1 to the 2021
consolidated financial statements.
This supplementary investment was authorized by the Supervisory
Board on 1 December 2021. The Supervisory Board assessed that it
was in Harper Mates’ best interest to increase her co-investment, as
this instrument promotes value creation in CPI and talent retention
in a competitive environment.

With members of the Supervisory Board
1) Letters of guarantee
In connection with the IPO in the United States of IHS Holding
Limited, the Supervisory Board authorized the signing of a letter ofguarantee with each Supervisory Board member. Pursuant to theseletters, where there are differences in the terms and conditions andlimits of applicable insurance policies, Wendel bears the defense
costs and financial consequences resulting from any claims relating
to or arising from this transaction that may fall on members of theSupervisory Board.

9

The Supervisory Board considered that it was in the Company’s
best interest to bear these defense costs and financial consequenceas the civil liability insurance policies taken out by the Group could
be unavailable or insufficient for Board members in the frameworkof an IPO in the United States.
The IHS IPO took place in October 2021 and the letters ofguarantee,
authorizedbytheSupervisory
Boardon
16 September 2020, were signed on 1 December 2021.

With the members of the Executive Board
1) Letters of guarantee – amendment
On 18 March 2020, a letter of guarantee was signed between
Wendel and André François-Poncet and David Darmon,
respectively.
Under this letter of guarantee dated 18 March 2020, Wendel
assumes, in accordance with the terms and limits of the applicableinsurance policies, the defense costs and the financial
consequences resulting from claims related to the corporate
offices, as the case may be, of the Chairman of the Executive Boardor member of the Executive Board of Wendel, as well as to thecorporate offices they hold within one or more entities of theWendel Group. The guarantee is subject to various conditions andprovides for several exclusions from its application, in particular in
the event of willful misconduct, unlawful personal benefit or
criminal sanction.
An amendment to the 18 March 2020 letters of guarantee between
Wendel and André François-Poncet and David Darmon, previously
authorized by the Supervisory Board and approved by the 2020
Annual General Meeting, was signed in 2021. This amendment
added two cases under which Wendel would bear the defense
costs and financial consequences that could fall on, as the case may
be, the Chairman of the Executive Board or the member of the
Executive Board, resulting from claims relating to their terms ofoffice within Wendel Group entities.
The Supervisory Board considered that it was in the Company’s
best interest to add these cases so that the members of the
Executive Board may smoothly conduct their duties in the interestsof Wendel, without concern for any risk of negative personalrepercussions.
The amendment to the letters of guarantee was authorized by theSupervisory Board on 1 December 2021 and signed on that date.

 - Universal registration document 2021

485

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Statutory Auditors’ reports

2=00809?>,@?3:=4E0/,9/.:9.7@/0/>49.0?30FD0,=09/
We have been informed of the following agreements authorized
and concluded since the year-end, previously authorized by yourSupervisory Board.

With Wendel-Participations SE, shareholder
1) Agreements on the use of the "Wendel" trademark
and amendment to the trademark license agreement
As a reminder, by way of two agreements dated 15 May 2002,
SLPS, SOGEVAL, and Wendel-Participations authorized Wendel(the “Company”) to use the Wendel family name as its corporate
and commercial name and granted the Company an exclusive
license to use the trademark "WENDEL Investissement".
These agreements were entered into without consideration and for
an indefinite period, with the stipulation that they may be revoked if
the direct or indirect interest of the family companies in the capitalof the Company would be less than 33.34% for 120 consecutive
days. If this right of revocation is not exercised within 60 days after
the expiration of the said 120-day period, the right to use the nameand the exclusive license to use the trademark will become final
and irrevocable.
The trademark license agreement dated 15 May 2002 wasamendedbyamendments
dated
25 October 2013,
8 December 2015, 27 Marc 2018, 18 February 2020 and
17 September 2020 in order to define the rules for the use of theWendel trademark abroad and by the Wendel company mutualfund (FCPE - Fonds Commun de Placement d’Entreprise).
Wendel SE decided to set up an endowment fund (fonds dedotation) for the purpose of supporting and developing activities in
the public interest in cultural, educational, social and humanitarian
fields.
Inamendmentno.
6of
12 February 2021,
Wendel-Participations SE had authorized the use of the name
“Fonds de dotation Wendel SE”, but the decision was made tochange this name to “Wendel Cares” (amendment no. 7). The
trademark license agreement was not amended for the othermatters.
At its meeting on 9 February 2022, the Supervisory Board
authorized the conclusion of amendment no.7 and noted theadvantage of being able to use the Wendel trademark in the nameof the endowment fund free of charge. It was concluded on
11 February 2022.

With André François-Poncet and David Darmon,
members of the Executive Board, andwith Sophie Tomasi Parise and Harper Mates,
members of the Supervisory Board
1) Co-investment in ACAMSOn March 10, 2022, Wendel acquired ACAMS (“Association of
Certified Anti-Money Laundering Specialists”).

486  - Universal registration document 2021

During its meeting of 9 February 2022, the Supervisory Board
authorized co-investments in ACAMS by André François-Poncet
and David Darmon, members of the Executive Board, and Harper
Mates and Sophie Tomasi Parise, members of the Supervisory
Board representing employees.
As part of this co-investment, the following maximum amounts
were invested in March 2022: €149k each by André
François-Poncet and David Darmon, €74.5k by Harper Mates and€5.6k by Sophie Tomasi Parise.
These co-investments were carried out in compliance with the rules
applicable in this respect for the period 2021-2025 described in
Note 6-1 to the 2021 consolidated financial statements. They wereconducted through the ACAMS compartment of the Expansion 17
SCA FIAR fund for the deal by deal portion (50%) and through the
Millésime III compartment of the Global Performance 17 SCA FIAR
fund for the pooled portion (50%).
The Supervisory Board assessed that it was in the Company’s bestinterest to encourage, through these co-investments, theimplementation of the strategic plan and talent retention in acompetitive environment.

Agreements previously approvedby the Annual General Meeting
Agreements approved in prior years, the executionof which continued during the past year
In accordance with Article R.225-57 of the French Commercial
Code, we have been notified that the implementation of thefollowing agreements, which were approved by the Annual General
Meeting in prior years, continued during the year ended
31 December 2021.

With Wendel-Participations, shareholder
1) Agreement on the provision of country-by-country reporting(CbCR) and anti-corruption (Sapin 2 Law) services
Wendel SE and Wendel-Participations SE signed a services
agreement on 18 December 2017, whereby Wendel SE provides
Wendel-Participations SE with country-by-country reporting (CbCR)
and anti-corruption (Sapin 2 Law) services. This agreement wasamended on 1 December 2020.
Wendel invoiced a total of €15,000 before tax under thisagreement in respect of 2021. On 17 March 2022, the Supervisory
Board acknowledged it was in Wendel’s best interest to maintainthis agreement, given that the reasons justifying the initialauthorization of the agreement are still relevant.

%3,=03:7/0=>H 00?492:1F@90F F
Statutory Auditors’ reports

With André François-Poncet and David Darmon,
members of the Executive Board, andwith Sophie Tomasi Parise and Harper Mates,
members of the Supervisory Board
1) Co-investments
a. 2011-2012
The principles applicable to co-investments relating to acquisitions
made by Wendel between 2011 and April 2013 (as well as tosubsequent re-investments made in these companies) remainunchanged. They have been described each year in the Wendel
Universal Registration Document since 2011.
In accordance with these principles, Wendel’s managers havepersonally invested alongside the Group in Parcours, Mecathermand IHS. The co-investments in Parcours and Mecatherm were
unwound following the disposal of these companies at the end of2016 and 2018, respectively.
In 2021, the only co-investment still in effect under these principles
was in IHS, via the Luxembourg fund Oranje-Nassau
Développement SCA FIAR. The first liquidity maturity date was
31 March 2021, on the eighth anniversary of the initial investment,
for a third of the co-investment. Based on an independent
multi-criteria appraisal, the minimum return was achieved and theshare of capital gains payable to the co-investors amounted toaround €20 million, of which €2,187,335 to David Darmon,
member of the Executive Board. This liquidity was settled in 2021.
The other two-thirds of the co-investment were subject to a liquidity
event at the time of the IHS IPO in October 2021. As Wendel did
not sell securities during this IPO, the capital gain will be calculated
based on the average stock market price of its shares over the six
months following the IPO. On the accounts closing date, thisaverage was still not known but the minimum return will probably
not be achieved and the co-investors, including David Darmon, will
incur a loss on the last two thirds of their co-investment.
On 17 March 2022, the Supervisory Board acknowledged it was in
Wendel’s best interest to maintain the 2011-2012 co-investment
program, which remains in effect for IHS, given that the reasonsjustifying the initial authorization of the program are still relevant.
b. 2013-2017
The principles applicable to co-investments relating to acquisitions
made by Wendel between April 2013 and April 2017 (as well as tosubsequent reinvestments made in these companies) remainunchanged. They have been described each year since 2013 in the
Wendel Universal Registration Document.

9

The deal by deal co-investments in Saham, Nippon Oil Pump, CSP
Technologies, Allied Universal and Tsebo were subject to a liquidity
event following the disposal of these companies between 2018 and2020. In 2021, the residual amounts of €38,595 and €18,092 were
paid to David Darmon in respect of the deal by deal co-investments
in CSP Technologies and Allied Universal.
The only deal by deal co-investment still in effect on the accounts
closing date was in Constantia Flexibles.
Regarding the pooled co-investments in these companies: the pari passu portion was settled following the completed
disposals; and the carried interest portion will be settled at the end of the
program based on all the investments made in thesecompanies.
On 17 March 2022, the Supervisory Board acknowledged it was in
Wendel’s best interests to maintain the 2013-2017 co-investment
program, the pooled part of which remains fully in effect and thedeal-by-deal part of which remains in effect for Constantia
Flexibles, given that the reasons justifying the initial authorization of
the program are still relevant.
c. 2018-2021
The principles applicable to co-investments relating to acquisitions
made by Wendel between January 2018 and April 2021 (as well as
to subsequent reinvestments made in these companies) remainunchanged. They have been described each year in the Wendel
Universal Registration Document since 2018.
Under these principles, the relevant managers of Wendel, including
André François-Poncet and David Darmon, members of the
Executive Board, and Harper Mates and Sophie Tomasi Parise,members of the Supervisory Board representing employees,
personally invested alongside the Group in Crisis Prevention
Institute (CPI) and concluded sale and purchase undertakings with
WendelLuxembourg(formerly
Trief
Corporation)inDecember 2019.
In 2021, Harper Mates, member of the Supervisory Board
representing employees, reinvested €67k in CPI in December 2021
(see section 1 - Agreements authorized and concluded during theyear ended 31 December 2021).
On 17 March 2022, the Supervisory Board acknowledged it was in
Wendel’s best interest to maintain the 2018-2021 co-investment
program, which remains in effect, given that the reasons justifying
the initial authorization of the program are still relevant.

In accordance with these principles, the relevant Wendel managers,
including David Darmon, have personally invested alongside theGroup in Saham, Nippon Oil Pump, CSP Technologies, Constantia
Flexibles, Allied Universal and Tsebo.

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487

9

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Statutory Auditors’ reports

With David Darmon, member of the Executive Board
1) Employment contract
David Darmon is a Wendel employee under a French employment
contract that came into effect on 4 July 2005, has been suspended
since 31 May 2013 and was amended on 4 March 2020. The
purpose of this amendment was to: confirm the continuation of the suspension of the employment
contract during his term of office as member of the Executive
Board, it being specified that at the end of his term of office,subject to the applicable legal provisions, David Darmon will bereinstated at Wendel in a position at an equal level or equivalent
to that of Deputy Chief Executive Officer and member of theInvestment Committee;

 agree on the terms and conditions applicable to David Darmon
during the transitional period from 9 September 2019 (date of
his appointment as member of the Executive Board) until theeffective termination of the US employment contract on
31 July 2020 (during his expatriation to the United States, David
Darmon was CEO of Wendel North America LLC under a US
employment contract signed on 31 May 2013);

 set the reinstatement salary applicable on the day of reactivationof the French employment contract as follows (subject toincreases decided at the time of the annual compensation
review):
 basic gross annual salary: €490,000;
 maximum gross variable compensation for a full year:€490,000; specify that the period of expatriation working for Wendel North
America LLC will be taken into account in determining theseniority of David Darmon (it being specified that, in accordancewith the applicable legal provisions, the period of exercise of
corporate office as a member of the Executive Board is nottaken into account for the calculation of seniority).
On 17 March 2022, the Supervisory Board acknowledged it was in
Wendel’s best interest to maintain this agreement, given that thereasons justifying the initial authorization of the agreement are still
relevant.

Agreements approved during the year ended
31 December 2021
In addition, we have been notified of the implementation during
the year ended 31 December 2021 of the following agreements
which were approved by the Annual General Meeting of
29 June 2021 based on the statutory auditors’ report on
related-party agreements dated 15 April 2021.

With Wendel-Participations, shareholder
1) Agreements on the use of the “Wendel” trademark
As part of the set-up of an endowment fund by Wendel,
Wendel-Participations SE, owner of the Wendel trademark, and theCompany signed on 14 February 2021 an amendment to their488  - Universal registration document 2021

trademark license agreement to authorize the use of the Wendel
trademark by the endowment fund, which is named “Fonds dedotation Wendel SE” (amendment no. 6). At its meeting on
29 January 2021, the Supervisory Board had authorized theconclusion of the aforementioned amendment and noted theadvantage of being able to use the Wendel trademark in the nameof the endowment fund free of charge.
This amendment was superseded by amendment no. 7 signed on
11 February 2022 (see section 2 - Agreements authorized andconcluded since the year-end).
2) Service agreement for administrative assistance
Wendel SE
providesadviceandassistancetoWendel-Participations SE under a contract entered into on
2 September 2003.
By way of an amendment entered into on 12 February 2021,
Wendel SE and Wendel-Participations SE decided to modify, witheffect as from 1 January 2021, certain provisions of the agreement
aiming to (i) update and expand the scope of the services providedand (ii) consequently, increase the remuneration to €23,000 before
tax. The services provided concern the following areas: humanresources, accounting, IT and support services.
At its meeting on 29 January 2021, the Supervisory Board had
authorized the conclusion of the aforementioned amendment andnoted the advantage of updating the services provided andadapting the amount of remuneration relating thereto.
Wendel invoiced a total of €23,000 before tax under thisagreement in respect of 2021. On 17 March 2022, the Supervisory
Board acknowledged it was in Wendel’s best interest to maintainthis agreement, given that the reasons justifying the initialauthorization of the agreement are still relevant.
3) Agreement to rent premises
Wendel SE
makes
officepremisesavailabletoWendel-Participations SE in a building located at 89 rue Taitbout,
75009 Paris, as part of a rental agreement entered into on
2 September 2003.
By way of an amendment entered into on 12 February 2021,
Wendel SE and Wendel-Participations SE decided to amend, witheffect as from 1 January 2021, certain provisions of the rental
agreement aiming to (i) restrain the surface area of the premises
leased and (ii) increase the amount of the annual occupancy fee to€80,000 (rental charges included, before tax)
At its meeting on 29 January 2021, the Supervisory Board had
authorized the conclusion of the aforementioned amendment andnoted the advantage of these adjustments, which take into accountcurrent price in the rental market in the district.
Wendel invoiced a total of €80,000 before tax under thisagreement in respect of 2021. On 17 March 2022, the Supervisory
Board acknowledged it was in Wendel’s best interest to maintainthis agreement, given that the reasons justifying the initialauthorization of the agreement are still relevant.

%3,=03:7/0=>H 00?492:1F@90F F
Statutory Auditors’ reports

9With André François-Poncet and David Darmon,
members of the Executive Board, andwith Sophie Tomasi Parise and Harper Mates,
members of the Supervisory Board

Under these principles, the relevant managers of Wendel, including
André François-Poncet and David Darmon, members of the
Executive Board, and Harper Mates and Sophie Tomasi Parise,members of the Supervisory Board representing employees:

1) Principles of the 2021-2025 co-investments

 concluded

Upon renewal of the Executive Board for a further four-year term ofoffice, a new co-investment program was defined for investments
made in new companies between April 2021 and April 2025 (and forlater re-investments made by the Wendel group in these companies).
These principles, which were approved by the Company’s Annual
General Meeting of 29 June 2021, have been described in the
Wendel Universal Registration Document since 2021.

sale and purchase undertakings with Wendel
Luxembourg (see section 1 - Agreements authorized andconcluded during the year ended 31 December 2021);

 personally invested alongside the Group in Tarkett in July andDecember 2021 (see section 1 - Agreements authorized andconcluded during the year ended 31 December 2021); and personallyinvested alongside the Group in ACAMS in
March 2022 (see section 2 - Agreements authorized andconcluded since the year-end).

At its meeting on 17 March 2022, the Supervisory Board
acknowledged it was in Wendel’s best interest to maintain the2021-2025 co-investment program, which remains in full effect,
given that the reasons justifying the initial authorization of the
program are still relevant.

Paris-La Défense, 14 April 2022
The Statutory Auditors

French original signed by:

DELOITTE & ASSOCIESMansour Belhiba

ERNST & YOUNG Audit
Jacques Pierres - Universal registration document 2021

489

9

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Statutory Auditors’ reports %?,?@?:=D @/4?:=>H =0;:=? :9 ?30 4>>@0 :1 >3,=0> := A,=4:@>>0.@=4?40> B4?3 := B4?3:@? .,9.077,?4:9 :1 ;=010=09?4,7>@->.=4;?4:9 =423?>(Combined shareholders’ meeting of 16 June 2022)
th

th

th

th

th

nd

rd

th

17 , 18 , 19 , 20 , 21 , 22 , 23 et 25 resolutions
This is a free translation into English of a report issued in French andit is provided solely for the convenience of English-speaking users.
This report should be read in conjunction with, and construed inaccordance with, French law and professional standards applicablein France.
To the Shareholders,In our capacity as statutory auditors of your company and incompliance with articles L. 228-92 and L.225-135 and seq. of theFrench Commercial Code (Code de commerce), we hereby reporton the proposal to authorize the Executive Board to proceed withvarious issues of shares or securities, operations upon which you
are called to vote.
Your Executive Board proposes that, on the basis of its report:

 it be authorized, with the option of sub-delegation, for a periodof twenty-six months, subject to the prior authorization of theSupervisory Board Pursuant to article 15-V of the bylaws, todecide on whether to proceed with the following operations
and determine the final conditions of these issues, and, if
necessary, proposes to cancel your preferential subscription
rights: theissue, without cancellation of your preferential
subscription rights (17th resolution), of shares or securities ofany kind that give access to a portion of the share capital to beissued of the company or one of the companies covered byarticle L. 228-93 of the French Commercial Code (Code decommerce) within the limit of 40% of the share capital at thetime of the issue;

 the issue, with cancellation of your preferential subscription

rights, by way of public offering, excluding the offers referred
to in 1 ° of Article L. 411-2 of the Monetary and Financial Code(18th resolution), of shares or securities of any kind that giveaccess to a portion of the share capital to be issued of thecompany or one of the companies covered by article L. 228-93
of the French Commercial Code (Code de commerce) within
the limit of 10% of the share capital at the time of the issue;
 the issue, with cancellation of your preferential subscription

rights, by way of an offering as set out in 1 ° of Article L. 411-2
of the French Financial and Monetary Code (Code monétaireet financier) (19th resolution) of shares or securities of any kindthat give access to a portion of the share capital to be issuedof the company or one of the companies covered byarticle L. 228-93 of the French Commercial Code (Code de490  - Universal registration document 2021

commerce) or that give access to the allotment of debt
securities, within the limit of 10% of the share capital at thetime of the issue, over a 12 months period;
 issue of shares or securities giving access to the capital of theCompany in remuneration of the securities contributed to a
public exchange offer initiated by the Company, in France orabroad, according to local rules, on securities of anothercompany whose shares are admitted to trading on a regulated
market under the conditions set by article L. 225-148 of theFrench Commercial Code (23rd resolution), within the limit of
10% of the share capital;

 it be authorized, subject to the prior authorization of theSupervisory Board in application of article 15-V of the articles ofassociation, by the 20th resolution and within the framework of
the implementation of the delegations referred to in the 18th and19th resolutions, to set the issue price within the annual legal
limit of 10% of the share capital it be authorized, with the option of sub-delegation, for a periodof twenty-six months, to decide on whether to proceed with theissue of shares or securities giving access to the company’s
share capital with a view to remunerating contributions in kind(22nd resolution), granted to the company and composed ofshares or securities giving access to the share capital, within thelimit of 10% of the share capital.
The total nominal amount of the increases in capital that may be
performed immediately or in the future may not, under the
25th resolution, exceed the ceiling of 100% of the share capital inrespect of the 17th, 18th, 19th, 20th, 22nd, 23rd and 24th resolutions, it
being specified that: the total nominal amount of the increases in capital withcancellation of the preferential subscription rights may not,under the 25th resolution, exceed the sub-ceiling of 10% of theshare capital in respect of the 18th, 19th, 20th, 22nd and23rd resolutions.
The ceiling and sub-ceiling take into account the additional numberof shares to be created within the scope of the implementation of
the authorizations referred to in the 17th, 18th, 19th and20th resolutions, under the conditions provided for inarticle L. 225-135-1 of the French Commercial Code (Code decommerce), should you adopt the 21st resolution.
It is the responsibility of the Executive Board to prepare a report inaccordance with articles R. 225-113 et seq. of the French
Commercial Code (Code de commerce). Our role is to report on
the fairness of the financial information taken from the accounts, on
the proposed cancellation of preferential subscription rights and onother information relating to the issue provided in the report.

%3,=03:7/0=>H 00?492:1F@90F F
Statutory Auditors’ reports

We have performed those procedures which we considerednecessary to comply with the professional guidance issued by the
French national auditing body (Compagnie Nationale desCommissaires aux Comptes) for this type of engagement. These
procedures consisted in verifying the content of the Executive
Board’s report relating to these operations and the methods used
to determine the issue price of the capital securities to be issued.
Subject to a subsequent examination of the conditions for the issue
that would be decided, we have no matters to report as to themethods used to determine the issue price of the capital securities
to be issued provided in the Executive Board’s report with regard
to the 18th, 19th and 20th resolutions.
Furthermore, as said report does not specify the methods used todetermine the issue price of the capital securities to be issued
within the context of the implementation of the 17th, 22nd and923rd resolutions, we cannot report on the choice of constituent
elements used to determine this issue price.
As the final conditions for the issues have not yet been determined,
we cannot report on these conditions and, consequently, on the
proposed cancellation of preferential subscription rights put before
you in the 18th and 19th resolutions.
In accordance with article R. 225-116 of the French Commercial
Code (Code de commerce), we will issue a supplementary report, if
necessary, upon the use by your Executive Board of theseauthorizations in the event of the issue of securities, giving accessto other capital securities, in the event of the issue of securities
giving access to capital securities to be issued and in the event ofissues of shares with cancellation of the preferential subscription
rights.

Paris-La Défense, 14 April 2022
The Statutory Auditors

French original signed by:

DELOITTE & ASSOCIESMansour Belhiba

ERNST & YOUNG Audit
Jacques Pierres - Universal registration document 2021

491

9

%3,=03:7/0=>H 00?492:1F@90F F
Statutory Auditors’ reports %?,?@?:=D@/4?:=>H=0;:=?:9?304>>@0:1>3,=0>:=>0.@=4?40>
24A492,..0>>?:?30.,;4?,7B4?3.,9.077,?4:9:1;=010=09?4,7
>@->.=4;?4:9=423?>=0>0=A0/1:=808-0=>:1:90:=
8:=0.:8;,9D>,A492>>.3080>>0?@;B4?349?30=:@;
(Combined shareholders’ meeting of 16 June 2022)th

26 resolution
This is a free translation into English of a report issued in French andit is provided solely for the convenience of English-speaking users.
This report should be read in conjunction with, and construed inaccordance with, French law and professional standards applicablein France.
To the Shareholders,In our capacity as statutory auditors of your company and incompliance with articles L. 228-92 and L. 225-135 et seq. of theFrench Commercial Code (Code de commerce), we hereby reporton the proposed delegation of authority to the Executive Board,subject to the prior authorization of the Supervisory Board Pursuant
to article 15-V of the bylaws, to decide whether to proceed with anissue of shares or securities giving access to the capital, withcancellation of preferential subscription rights, reserved formembers of one or more company savings schemes set up within
the Group, an operation upon which you are called to vote. The
maximum nominal amount of the capital increases that may be
carried out, immediately or in the future, under this delegation, may
not exceed €150,000.
This transaction is submitted for your approval in accordance witharticle L. 225-129-6 of the French Commercial Code (Code decommerce) and article L. 3332-18 et seq. of the French Labour
Code (Code du travail).
On the basis of its report, your Executive Board proposes that it beauthorized, for a period of fourteen months from the date of thismeeting, to decide to proceed with the issue, and proposes tocancel your preferential subscription rights to the shares or
securities giving access to the capital to be issued. If necessary, it
will establish the final terms and conditions of issue under thistransaction.

It is the responsibility of the Executive Board to prepare a report inaccordance with articles R. 225-113 and seq. of the French
Commercial Code (Code de commerce). Our role is to report on
the fairness of the financial information taken from the accounts, on
the proposed cancellation of preferential subscription rights and onother information relating to the share issue contained in thisreport.
We have performed those procedures which we considerednecessary to comply with the professional guidance issued by the
French national auditing body (Compagnie Nationale desCommissaires aux Comptes) for this type of engagement. These
procedures consisted in verifying the information provided in the
Executive Board’s report relating to this transaction and themethods used to determine the share issue price.
Subject to a subsequent examination of the conditions for the
proposed issue, we have no matters to report as to the methods
used to determine the issue price for the shares to be issued
provided in the Executive Board’s report.
As the final conditions for the issue have not yet been determined,
we cannot report on these conditions and, consequently, on the
proposed cancellation of preferential subscription rights.
In accordance with article R. 225-116 of the French Commercial
Code (Code de commerce), we will issue a supplementary reportwhen your Executive Board has exercised this authorization in theevent of the issue of shares and securities which are equity
securities giving access to other equity securities and in the case of
the issuance of securities giving access to equity securities to beissued.

Paris-La Défense, 14 April 2022
The Statutory Auditors

French original signed by:

DELOITTE & ASSOCIESMansour Belhiba

492  - Universal registration document 2021

ERNST & YOUNG Audit
Jacques Pierres

%3,=03:7/0=>H 00?492:1F@90F F
Statutory Auditors’ reports

9 %?,?@?:=D@/4?:=>H=0;:=?:9?30,@?3:=4E,?4:91:=,77:.,?4:9
:1>?:.6>@->.=4;?4:9:;?4:9>:=>?:.6;@=.3,>0:;?4:9>
(Combined shareholders’ meeting of 16 June 2022)th

27 resolution
This is a free translation into English of a report issued in French andit is provided solely for the convenience of English-speaking users.
This report should be read in conjunction with, and construed inaccordance with, French law and professional standards applicablein France.
To the Shareholders,In our capacity as statutory auditors of your company and incompliance with articles L. 225-177 and R. 225-144 of the French
Commercial Code (Code de commerce), we hereby report on theauthorization for allocation of stock subscription options or stock
purchase options, subject to the prior authorization of theSupervisory Board Pursuant to article 15-V of the bylaws, reserved
for those who will be designated from among the corporate officers
and employees of your company and companies or groups related
to it within the meaning of article L. 225-180 of said Code or someof them, a transaction upon which you are called to vote.
The total number of shares to be purchased or subscribed forthrough the exercise of the granted options will give rise to a total
number of shares representing no more than 1% of the company’s
share capital at the grant date, it being specified that this ceilingwill be decreased by the number of shares granted in respect ofthe 28th resolution of this shareholders’ meeting.
The total number of shares likely to be acquired or subscribedthrough the exercise of options granted to members of the
Executive Board may not exceed half of the ceiling mentioned in

the preceding paragraph, it being specified that in any case, thetotal value of the options granted to members of the Executive
Board, combined with that of the free shares referred to inthe28th resolution and as determined on their grant date, may notexceed the limit - expressed as a proportion of their compensationset by the compensation policy for the members of the Executive
Board.
On the basis of its report, your Executive Board proposes that it beauthorized, for a period of fourteen months, from the date of thisMeeting to allocate stock subscription options or stock purchase
options.
It is the responsibility of the Executive Board to issue a report on
the reasons for awarding the stock subscription options or stock
purchase options and on the proposed methods for thedetermination of the subscription or purchase price. Our role is toexpress an opinion on the proposed methods for the determinationof the share subscription or purchase price.
We have performed those procedures which we considerednecessary to comply with the professional guidance issued by the
French national auditing body (Compagnie Nationale desCommissaires aux Comptes) for this type of engagement. These
procedures consisted in verifying that the methods proposed todetermine the share subscription or purchase price are included in
the Executive Board’s report and are in accordance with Frenchlaws and regulations.
We have no matters to report as to the proposed methods for thedetermination of the subscription and/or purchase price.

Paris-La Défense, 14 April 2022
The Statutory Auditor

French original signed by:

DELOITTE & ASSOCIESMansour Belhiba

ERNST & YOUNG Audit
Jacques Pierres - Universal registration document 2021

493

9

%3,=03:7/0=>H 00?492:1F@90F F
Statutory Auditors’ reports %?,?@?:=D@/4?:=>H=0;:=?:9?301=00,77:.,?4:9
:10C4>?492>3,=0>:=>3,=0>?:-04>>@0/(Combined shareholders’ meeting of 16 June 2022)th

28 resolution
This is a free translation into English of a report issued in French andit is provided solely for the convenience of English-speaking users.
This report should be read in conjunction with, and construed inaccordance with, French law and professional standards applicablein France.
To the Shareholders,In our capacity as statutory auditors of your company and incompliance with article L. 225-197-1 of the French Commercial
Code (Code de commerce), we hereby report on the proposed freeallocation of existing shares or shares to be issued, subject to theprior authorization of the Supervisory Board Pursuant to article 15-Vof the bylaws, reserved for employees or corporate officers of thecompany and of the companies related to it, as defined in section II
of article L. 225-197-1 of the French Commercial Code, or to theemployees and corporate officers of the companies or groups thatare related to it within the meaning of article L. 225-197-2 of theFrench Commercial Code, an operation upon which you are called
to vote. The total number of shares that may be allocated in respectof this authorization may not represent more than 1% of thecompany’s share capital, it being specified that the number ofshares allocated will be deducted from the maximum number ofshares that may be issued pursuant to the twenty-seventh
resolution.

The total number of shares likely to be granted to members of the
Executive Board may not exceed half of the ceiling mentioned in
the preceding paragraph, it being specified that in any case, thetotal value of the free shares granted to the members of the
Executive Board, combined with that of the options referred to in
the 27th resolution and as determined on their grant date, may notexceed the limit - expressed as a proportion of their compensationset by the compensation policy for the members of the Executive
Board.
On the basis of its report, your Executive Board proposes to beauthorized, for a period of fourteen months from the date of thismeeting, to grant, free of charge, existing shares or shares to beissued.
It is the responsibility of the Executive Board to prepare a report on
the proposed transaction. Our role is to report, as the case may be,on any matters relating to the information thus provided to you
regarding the proposed transaction.
We have performed those procedures which we considerednecessary to comply with the professional guidance issued by the
French national auditing body (Compagnie Nationale desCommissaires aux Comptes) for this type of engagement. These
procedures consisted mainly in verifying that the proposed
methods described in the Executive Board’s report comply with thelegal provisions governing such transactions.
We have no matters to report as to the information provided in the
Executive Board’s report relating to the proposed free grant ofshares.

Paris-La Défense, 14 April 2022
The Statutory Auditors

French original signed by:

DELOITTE & ASSOCIESMansour Belhiba

494  - Universal registration document 2021

ERNST & YOUNG Audit
Jacques Pierres

%3,=03:7/0=>H 00?492:1F@90F F
Statutory Auditors’ reports9%?,?@?:=D,@/4?:=>H=0;:=?:9F?30F=0/@.?4:949F.,;4?,7(Combined shareholders’ meeting of 16 June 2022)th

16 resolution
This is a free translation into English of a report issued in French andit is provided solely for the convenience of English-speaking users.
This report should be read in conjunction with, and construed inaccordance with, French law and professional standards applicablein France.
To the Shareholders,In our capacity as statutory auditors of your company and incompliance with article L.22-10-62 of the French Commercial Code
(Code de commerce) in respect of the reduction in capital by thecancellation of repurchased shares, we hereby report on ourassessment of the terms and conditions for the proposed reduction
in capital.

Your Executive Board requests that it be authorized, subject to theprior authorization of the Supervisory Board Pursuant to article 15-Vof the bylaws, for a period of twenty-six months starting on the dateof this shareholders’ meeting, to proceed with the cancellation ofshares that the company was authorized to repurchase,
representing an amount not exceeding 10% of its total sharecapital, by periods of twenty-four months, in compliance with thearticle mentioned above.
We have performed those procedures which we considerednecessary to comply with the professional guidance issued by the
French national auditing body (Compagnie Nationale desCommissaires aux Comptes) for this type of engagement. These
procedures consisted in verifying that the terms and conditions forthe proposed reduction in capital, which should not compromise
equality among the shareholders, are fair.
We have no matters to report as to the terms and conditions of the
proposed reduction in capital.

Paris La Défense, 14 April 2022
The Statutory Auditors

French original signed by:

DELOITTE & ASSOCIESMansour Belhiba

ERNST & YOUNG Audit
Jacques Pierres - Universal registration document 2021

495

9

%3,=03:7/0=>H

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Additional reports //4?4:9,7 =0;:=?>
 //4?4:9,7 =0;:=? :1 ?30 C0.@?4A0 :,=/ :9 ?30 .,;4?,7
49.=0,>0 =0>0=A0/ 1:= 808-0=> :1 ?30 )09/07 =:@;>,A492> ;7,9 :1 !:A08-0=F FThe Executive Board, acting under the powers granted to it by the
Shareholders’ Meeting of June 29, 2021 (the “Shareholders’Meeting”) in its 19th resolution, after authorization of theSupervisory Board dated September 15, 2021, decided on
September 22, 2021, to implement a capital increase reserved formembers of the Wendel Group Savings Plan and the international
Group Savings Plan, in favor of whom the shareholders’ preferential
subscription rights were canceled by the Shareholders’ Meeting.

I. Final terms and conditions of the capitalincrease

In this respect, the Executive Board recalls that in 2020, members ofWendel’s Group Savings Plan and International Group Savings Plan
were offered the possibility of subscribing to units of an FCPE, the“Wendel FCPE”, which subsequently subscribed to Wendel shares.

 Subscription price

The Executive Board notes that the same mechanism has been
implemented in 2021, with the “Relais Wendel 2021” FCPE having
been created for this purpose and intended to be merged into the“Wendel FCPE” upon completion of the capital increasetransaction.
Thus:(i) employees wishing to participate in the capital increase
subscribed, between September 24 and October 8, 2021, tounits of the “Relais Wendel 2021” FCPE with a unit value of €10;(ii) at the end of this subscription period, the “Relais Wendel 2021”
FCPE subscribed to new Wendel shares in the context of acapital increase of the Company;

 Maximum size of the reserved capital increase
The Executive Board, which met on September 22, 2021, decided
to set the maximum nominal amount of the reserved capitalincrease at €150,000, i.e., 37,500 shares with a nominal value of €4
each.

The Executive Board, which met on September 22, 2021, set theamount of the discount at 30% of the reference price, and notedthat: the reference price, calculated on the basis of the averageclosing share price for the 20 trading days prior to
September 22, 2021, was €122.25;
 the subscription price, set at 70% of the reference price, is€85.58.
Each new share having a par value of €4 was therefore issued with ashare premium of €81.58.

 Beneficiaries of the offer(iii) on November 2, 2021, the Executive Board noted thecompletion of the Company’s capital increase.

The beneficiaries of the offer are members of the Wendel Group
Savings Plan and the Wendel International Group Savings Plan, it
being specified that the Company’s capital increase is subscribed
to by the “Relais Wendel 2021” FCPE, in which they hold units andwhich is intended to be merged into the “Wendel FCPE”.

The purpose of this report, prepared in accordance with
Article R. 225-116 of the French Commercial Code, is to describe
the final terms and conditions of the capital increase carried out
with the approval of the Shareholders’ Meeting.

Employees and corporate officers of Wendel and companies thatare members of the Wendel Group Savings Plan and theinternational Group Savings Plan must prove that they have served
at least three (3) months as of the end of the subscription period.

 Cancellation of preferential subscription rights
The Shareholders’ Meeting canceled the shareholders’ preferential
subscription rights in favor of the beneficiaries of the offer.

496  - Universal registration document 2021

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00?492 :1F@90F F
Additional reports

 Rights attached to shares
The new Wendel shares will be created, will carry current rights andwill be immediately assimilated to the existing shares.
The rights attached to these new shares will be identical to those
attached to the Company’s existing shares and are described in
Wendel’s by-laws. It is specified that the voting rights attached to
the Wendel shares held by the “Wendel FCPE” will be exercised by
the members of the Wendel Group Savings Plan and the Wendel
International Group Savings Plan through the “Wendel FCPE”, inproportion to the number of shares they hold in the said “Wendel
FCPE”, at each Shareholders’ Meeting.

 Maximum subscription rights
Each beneficiary will be entitled to subscribe to units of the “Relais
Wendel 2021” FCPE, which is intended to be merged into the“Wendel FCPE”, under the conditions defined by the regulations of
the Group Savings Plan and the Wendel International Group
Savings Plan, as adjusted by their amendments, if any.

 Company matching contribution
For 2021, the matching contribution is equal to 200% of thevoluntary payments made by subscribers, up to the legal cap of€5,923.58.

 Adjustments to the reserved capital increase
In the event that the total number of Wendel shares resulting fromapplications by beneficiaries to subscribe for units of the “Relais
Wendel 2021” FCPE would have exceeded the maximum numberof shares offered under the reserved capital increase, theapplications would have been reduced. This would have been
done by capping, starting with the highest requests, whose amountwould have been reduced to that of the requests of an immediately
lower amount and so on, until the total amount of requests wasequal to or lower than the amount of the offer.

9

Would have been reduced in priority and in sequence:
 voluntary cash payments;
 the arbitrage of available assets from all of the Wendel Group

employee savings plan mutual funds (FCPE); the arbitrage of unavailable assets held in the FCPE CM-CIC

Perspective Monetary B mutual fund.
As the total number of Wendel shares resulting from the requests
for subscription to the units of the “Relais Wendel 2021” FCPE by
the beneficiaries was lower than the maximum number of shares
offered in the context of the reserved capital increase, the capitalincrease was carried out only up to the amount of shares
subscribed by the “Relais Wendel 2021” FCPE.

 Unavailability of mutual fund (FCPE) units
Subscribers to the offer must keep the “FCPE Wendel” units thus
subscribed for a period of five (5) years, unless there is an early
release case as provided for in Article R. 3324-22 of the French
Labor Code.

 Subscription period
The subscription period for units of the “Relais Wendel 2021” FCPE
was open from September 24, 2021, to October 8, 2021, inclusive.
The subscription to units of the “Relais Wendel 2021” FCPE wasfully paid up on October 29, 2021, and the Wendel capital increase
was completed on November 2, 2021.

 Listing of new shares
Admission to trading of the Company’s new shares on the Euronext
Paris regulated market will be requested as soon as possible after
the capital increase.

 - Universal registration document 2021

497

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Additional reports

II. Impact of the capital increase
The Company issued 10,885 new shares. The share capital was thusincreased by a nominal amount of €43,540 (10,885 shares with apar value of €4), i.e., an increase in the share capital, including theissue premium, for a total amount of €931,538.30 (issue premiumof €887,998.30 per share).

In accordance with Article R. 225-115 of the French Commercial
Code, the Executive Board hereafter reports on the impact of thisissue on the situation of holders of Company’s shares and holdersof securities giving access to the Company’s share capital, as wellas on the theoretical impact on the stock market value of the share.
The impact of the issue is assessed on the basis of the most recent
half-year financial statements dated June 30, 2021.

 Impact on share of equity as of June 30, 2021:
For reference, the impact of the issue of the 10,885 new shares on the share of equity per share would be as follows (based on shareholders’equity at June 30, 2021, and the number of shares comprising the share capital of the Company at that date):

Equity per share(undiluted basis)

Equity per share(diluted basis)*

Before issue of 10,885 new shares€177.6272€177.2622

After issue of 10,885 new shares€177.6048€177.2399*

After taking into account all issued securities that may give access to the share capital.

 Impact of the issue on the shareholder’s position:
For reference, the impact of the issue of the 10,885 new shares on the stake of a shareholder who would hold 1% of the share capital of
Wendel prior to the issue of these new shares and not subscribing to the issue (calculations based on the number of shares comprising theCompany’s share capital on September 22, 2021), would be as follows:

Shareholder’s interest
as a% of capital(non-diluted base)

Shareholder’s interest
as a% of capital(diluted basis)*

Before issue of 10,885 new shares

1.0000%0.9969%After issue of 10,885 new shares

0.9998%0.9966%*After taking into account all issued securities that may give access to the share capital.

 Theoretical impact on the share’s current stock market value based on the average share price for the 20 trading days prior to
September 22, 2021 (i.e., €122.25):
The theoretical impact of the issue of the 10,885 new shares on the market value of the Wendel share would be as follows (calculations
based on the number of shares comprising the Company’s share capital on September 22, 2021):

Market value per share(non-diluted base)Market value per share(diluted basis)*

Before issue of 10,885 new shares€122.2500€122.0577

After issue of 10,885 new shares€122.2411€122.0488*

After taking into account all issued securities that may give access to the share capital.

November 2, 2021,
The Executive Board

498  - Universal registration document 2021

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Additional reports

9 %?,?@?:=D@/4?:=>H>@;;70809?,=D=0;:=?:9?3049.=0,>0
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This is a free translation into English of a report issued in French andit is provided solely for the convenience of English-speaking users.
This report should be read in conjunction with, and construed inaccordance with, French law and professional standards applicablein France.
To the Shareholders,In our capacity as statutory auditors of your Company and incompliance with article R. 225-116 of the French Commercial Code
(Code de commerce) and further to our special report dated April
15, 2021, we hereby report on the issue of shares with cancellationof preferential subscription rights, reserved for employees who aremembers of a company savings scheme, authorised by yourshareholders on June 29, 2021.
This increase in capital had been submitted for your approval inaccordance with articles L. 225-129-6 of the French Commercial
Code (Code de commerce) and L. 3332-18 et seq. of the French
Labour Code (Code du travail).
The shareholders authorised your Executive Board to decide onwhether to proceed with such operation for a period of fourteenmonths and a maximum amount of €150 000. Exercising thisauthorisation, your Executive Board decided on November 2nd
2021 to proceed with an increase in capital reserved for employees
who are members of a company savings scheme by issuing 10 885
ordinary shares with a par value of €4 per share and a sharepremium of € 81,58.
It is the responsibility of the Executive Board to prepare a report inaccordance with articles R. 225-115 and R. 225-116 of the French
Commercial Code (Code de commerce). Our role is to report on
the fairness of the financial information taken from interim financial
information, on the proposed cancellation of preferential
subscription rights and on other information relating to the shareissue contained in this report.
We have performed those procedures which we considerednecessary to comply with the professional guidance issued by the

French national auditing body (Compagnie Nationale desCommissaires aux Comptes) for this type of engagement. These
procedures consisted in verifying: the fairness of the financial information taken from the interim
financial information prepared under the Executive Board’s
responsibility as at June 30, 2021, using the same methods andfollowing the same presentation as the previous annual financial
statements. We have performed procedures consisting inmaking inquiries of persons responsible for financial andaccounting matters, verifying that this interim financial
information has been prepared using the same methods andthe same presentation as those used for the previous annual
financial statements, and applying analytical and other review
procedures.

 the compliance with the terms of the operation as authorised by
the shareholders, theinformation provided in the Executive Board’s
supplementary report on the choice of constituent elements
used to determine the issue price and on its final amount.

We have no matters to report as to: the fairness of the financial information taken from the interim
financial information and included in the Executive Board's
supplementary report,

 the compliance with the terms of the operation as authorised by
the shareholders on June 29, 2021 and the information
provided to them, the choice of constituent elements used to determine the issue
price and its final amount, the presentation of the effect on the financial position of theshare and capital security holders as expressed in relation toshareholders' equity and on the market value of the shares,

 the proposed cancellation of the preferential subscription rights,
upon which you have voted.

Paris La Défense, November 2nd, 2021
The Statutory Auditors

French original signed by:
DELOITTE & ASSOCIESMansour Belhiba

ERNST & YOUNG Audit
Jacques Pierres - Universal registration document 2021

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Additional reports //4?4:9,7 =0;:=? :1 ?30 C0.@?4A0 :,=/ :9 ?30 .,;4?,7
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The Executive Board, acting under the powers granted to it by the
Shareholders’ Meeting of June 29, 2021 (the “Shareholders’Meeting”) in its 19th resolution, after authorization of theSupervisory Board dated October 27, 2021, decided on
December 3, 2021, to implement a second capital increase
reserved for members of the Wendel Group Savings Plan and theinternational Group Savings Plan, in favor of whom theshareholders’ preferential subscription rights were canceled by the
Shareholders’ Meeting.

I. Final terms and conditions of the capitalincrease

In this respect, the Executive Board recalls that in 2020, members ofWendel’s Group Savings Plan and International Group Savings Plan
were offered the possibility of subscribing to units of an FCPE, theWendel FCPE, which subsequently subscribed to Wendel shares.

The Executive Board, which met on December 3, 2021, set theamount of the discount at 30% of the reference price, and notedthat:

The Executive Board also recalls that a first capital increase took
place on November 2, 2021 as part of the 19th resolution of the
Shareholders’ Meeting. This first capital increase was reserved formembers of Wendel’s Group Savings Plan and International Group
Savings Plan, who were offered the possibility of subscribing tounits of the “Relais Wendel 2021” FCPE, which subsequently
subscribed to Wendel shares and was then absorbed by the
Wendel FCPE.

closing share price for the 20 trading days prior to
December 3, 2021, was €109.75;

The Executive Board notes that an identical mechanism has been
put in place for this second capital increase, via the “Relais n°2
Wendel 2021” FCPE created for this purpose, which will be merged
into the Wendel FCPE following the capital increase.
Thus:(i) employees wishing to participate in the capital increase
subscribed, between December 6 and 10, 2021, to units of the“Relais n°2 Wendel 2021” FCPE with a unit value of €10;(ii) at the end of this subscription period, the “Relais n°2 Wendel
2021” FCPE subscribed to new Wendel shares in the context ofa capital increase of the Company;(iii) on December 28, 2021, the Executive Board noted thecompletion of this capital increase.
The purpose of this report, prepared in accordance with
Article R. 225-116 of the French Commercial Code, is to describe
the final terms and conditions of the capital increase carried out
with the approval of the Shareholders’ Meeting.

500  - Universal registration document 2021

 Maximum size of the reserved capital increase
The Executive Board, which met on December 3, 2021, decided to
set the maximum nominal amount of the reserved capital increaseat €106,460, i.e., 26,615 shares with a nominal value of €4 each.

 Subscription price the reference price, calculated on the basis of the average the subscription price, set at 70% of the reference price, is€76.83.
Each new share having a par value of €4 was therefore issued with ashare premium of €72.83.

 Beneficiaries of the offer
The beneficiaries of the offer are members of the Wendel Group
Savings Plan and the Wendel International Group Savings Plan, it
being specified that the Company’s capital increase is subscribed
to by the “Relais Wendel 2021” FCPE, in which they hold units andwhich is intended to be merged into the “Wendel FCPE”.
Employees and corporate officers of Wendel and companies thatare members of the Wendel Group Savings Plan and theinternational Group Savings Plan must prove that they have served
at least three (3) months as of the end of the subscription period.

 Cancellation of preferential subscription rights
The Shareholders’ Meeting canceled the shareholders’ preferential
subscription rights in favor of the beneficiaries of the offer.

%3,=03:7/0=>H

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Additional reports

 Rights attached to shares
The new Wendel shares are created with current dividend rights
and are immediately assimilated to the existing shares.
The rights attached to these new shares are identical to those
attached to the Company’s existing shares and are described in
Wendel’s by-laws. It is specified that the voting rights attached to
the Wendel shares held by the Wendel FCPE will be exercised by
the members of the Wendel Group Savings Plan and the Wendel
International Group Savings Plan through the Wendel FCPE, in
proportion to the number of shares they hold in the said Wendel
FCPE, at each Shareholders’ Meeting.

 Maximum subscription rights
Each beneficiary was entitled to subscribe to units of the “Relais n°2
Wendel 2021” FCPE, which is intended to be merged into theWendel FCPE, under the conditions defined by the regulations of
the Wendel Group Savings Plan and the Wendel International
Group Savings Plan, as adjusted by their amendments, if any.

 Company matching contribution
For 2021, the matching contribution is equal to 200% of thevoluntary payments made by subscribers, up to the legal andannual cap of €5,923.58.

 Adjustments to the reserved capital increase
In the event that the total number of Wendel shares resulting fromapplications for units of the “Relais n°2 Wendel 2021” FCPE by thebeneficiaries would have been greater than the maximum numberof shares offered in the context of the reserved capital increase, theapplications would have been reduced. This would have been
done by capping, starting with the highest requests, whose amountwould have been reduced to that of the requests of an immediately
lower amount and so on, until the total amount of requests wasequal to or lower than the amount of the offer.

9

Would have been reduced in priority and in sequence:
 voluntary cash payments;
 the arbitrage of available assets from all of the Wendel Group

employee savings plan mutual funds (FCPE); the arbitrage of unavailable assets held in the FCPE CM-CIC

Perspective Monetary B mutual fund.
As the total number of Wendel shares resulting from the requests
for subscription to the units of the “Relais n°2 Wendel 2021” FCPE
by the beneficiaries was lower than the maximum number of shares
offered in the context of the reserved capital increase, the capitalincrease was carried out only up to the amount of the shares
subscribed by the “Relais n°2 Wendel 2021” FCPE.

 Unavailability of mutual fund (FCPE) units
Subscribers to the offering will be required to hold the units of theWendel FCPE (post-merger of the “Relais n°2 Wendel 2021” FCPE)
thus subscribed for a period of five (5) years, except in the event ofearly release as provided for in Article R. 3324-22 of the French
Labor Code.

 Subscription period
The subscription period for units of the “Relais n°2 Wendel 2021”
FCPE was open from December 6 to 10, 2021 inclusive.
The subscription to units of the “Relais n°2 Wendel 2021” FCPE wasfully paid up on December 27, 2021, and the Wendel capitalincrease was completed on December 28, 2021.

 Listing of new shares
Admission to trading of the Company’s new shares on the Euronext
Paris regulated market will be requested as soon as possible after
the capital increase.

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Additional reports

II. Impact of the capital increase
The Company issued 17,939 new shares. The share capital was thusincreased by a nominal amount of €71,756 (17,939 shares with apar value of €4), i.e., an increase in the share capital, including theissue premium, for a total amount of €1,378,253.37 (issue premiumof €72.83 per share).

In accordance with Article R. 225-115 of the French Commercial
Code, the Executive Board hereafter reports on the impact of thisissue on the situation of holders of Company’s shares and holdersof securities giving access to the Company’s share capital, as wellas on the theoretical impact on the stock market value of the share.
The impact of the issue is assessed on the basis of the most recent
half-year financial statements dated June 30, 2021.

 Impact on share of equity as of June 30, 2021:
For reference, the impact of the issue of the 17,939 new shares on the share of equity per share would be as follows (based on shareholders’equity at June 30, 2021, and the number of shares comprising the share capital of the Company at that date):
Equity per share(undiluted basis)

Equity per share(diluted basis)*

Before issue of 17,939 new shares€177.6048€177.2399

After issue of 17,939 new shares€177.6076€177.8219*

After taking into account all issued securities that may give access to the share capital.

 Impact of the issue on the shareholder’s position:
For reference, the impact of the issue of the 17,939 new shares on the stake of a shareholder who would hold 1% of the share capital of
Wendel prior to the issue of these new shares and not subscribing to the issue (calculations based on the number of shares comprising theCompany’s share capital on December 3, 2021), would be as follows:

Shareholder’s interest
as a% of capital(non-diluted base)

Shareholder’s interest
as a% of capital(diluted basis)*

Before issue of 17,939 new shares

1.0000%0.9969%After issue of 17,939 new shares

0.9996%

0.9965%*After taking into account all issued securities that may give access to the share capital.

 Theoretical impact on the share’s current stock market value based on the average share price for the 20 trading days prior to
December 3, 2021 (i.e. €109.75):
The theoretical impact of the issue of the 17,939 new shares on the market value of the Wendel share would be as follows (calculations
based on the number of shares comprising the Company’s share capital on December 3, 2021):

Market value per share(non-diluted base)Market value per share(diluted basis)*

Before issue of 17,939 new shares€109.7571€ 109.5979

After issue of 17,939 new shares€109.7439€109.5848*

After taking into account all issued securities that may give access to the share capital.

December 28, 2021,
The Executive Board

502  - Universal registration document 2021

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Additional reports

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This is a free translation into English of a report issued in French andit is provided solely for the convenience of English-speaking users.
This report should be read in conjunction with, and construed inaccordance with, French law and professional standards applicablein France.
To the Shareholders,In our capacity as statutory auditors of your Company and incompliance with article R. 225-116 of the French Commercial Code
(Code de commerce) and further to our special report dated April
15, 2021, we hereby report on the issue of shares with cancellationof preferential subscription rights, reserved for employees who aremembers of a company savings scheme, authorised by yourshareholders on June 29, 2021.
The shareholders authorised your Executive Board to decide onwhether to proceed with such operation for a period of fourteenmonths and a maximum amount of €150 000. Exercising thisauthorisation, your Executive Board decided on December 28th
2021 to proceed with an increase in capital reserved for employees
who are members of a company savings scheme by issuing 17 939
ordinary shares with a par value of €4 per share and a sharepremium of € 72,83.
It is the responsibility of the Executive Board to prepare a report inaccordance with articles R. 225-115 and R. 225-116, and R.22-10-31of the French Commercial Code (Code de commerce). Our role isto report on the fairness of the financial information taken frominterim financial information, on the proposed cancellation ofpreferential subscription rights and on other information relating to
the share issue contained in this report.
We have performed those procedures which we considerednecessary to comply with the professional guidance issued by the
French national auditing body (Compagnie Nationale desCommissaires aux Comptes) for this type of engagement. These
procedures consisted in verifying: the fairness of the financial information taken from the interim
financial information prepared under the Executive Board’s
responsibility as at June 30, 2021, using the same methods andfollowing the same presentation as the previous annual financial
statements. We have performed procedures consisting inmaking inquiries of persons responsible for financial andaccounting matters, verifying that this interim financial
information has been prepared using the same methods andthe same presentation as those used for the previous annual
financial statements, and applying analytical and other review
procedures.

 the compliance with the terms of the operation as authorised by
the shareholders, theinformation provided in the Executive Board’s
supplementary report on the choice of constituent elements
used to determine the issue price and on its final amount.

We have no matters to report as to: the fairness of the financial information taken from the interim
financial information and included in the Executive Board's
supplementary report,

 the compliance with the terms of the operation as authorised by
the shareholders on June 29, 2021 and the information
provided to them, the choice of constituent elements used to determine the issue
price and its final amount, the presentation of the effect on the financial position of theshare and capital security holders as expressed in relation toshareholders' equity and on the market value of the shares,

 the proposed cancellation of the preferential subscription rights,
upon which you have voted.

Paris La Défense, 11 January 2022
The Statutory Auditors

French original signed by:

DELOITTE & ASSOCIESMansour Belhiba

ERNST & YOUNG Audit
Jacques Pierres - Universal registration document 2021

503

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Additional reports %;0.4,7=0;:=?:1?30C0.@?4A0:,=/:91=00>3,=0>
,77:.,?0//@=492
(Article L. 225-197-4 of the French Commercial Code - Free share allocation)

I. Legal framework
The Executive Board, acting under the powers granted to it by the Shareholders’ Meeting of June 29, 2021 (the “Shareholders’ Meeting”) in
its 21st resolution, decided on July 30, 2021, to allocate free shares to executive corporate officers and certain employees of the Company
and of companies related to it. These shares were allocated in full by the Company. The purpose of this report, prepared in accordance with
Article L. 225-197-4 of the French Commercial Code, is to report on this allocation.

II. Allocation to corporate officers
The members of the Executive Board were granted free shares valued at €77.6 each, according to the following breakdown:
Name

Number of shares

André François-Poncet

23,421David Darmon

14,188TOTAL

37,609The characteristics of these shares are described in section 2.2.2 of the 2021 Universal Registration Document.

III. Allocation to employees
Employees were granted free shares under two separate plans, each with a vesting period of four years and performance conditions specificto each plan: one providing for the grant of free shares valued at €77.6 each, and the other providing for the grant of so-called “AP+” freeshares valued at €106.3 each. These plans do not provide for a retention period.
Allocation of free shares to the ten employees of the Company whose number of free shares is the highest:
1

2

3

4

5

6

7

8

9

10

5,168

4,873

4,788

4,779

4,582

3,814

3,333

3,260

3,082

2,782

Total

40,461

Allocation of free shares to all 76 beneficiary employees:
Employee categories

Number of shares

Managers France (54)63,495Non-managers France (7)577Other countries (15)17,751TOTAL (76)81,823

March 21, 2022,
The Executive Board

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Additional reports%;0.4,7=0;:=?:1?30C0.@?4A0:,=/:9>?:.6:;?4:9>
2=,9?0//@=492

(Article L. 225-184 of the French Commercial Code - Allocation of stock options)I. Legal framework
The Executive Board, acting under the powers granted to it by the Shareholders’ Meeting of June 29, 2021 (the “Shareholders’ Meeting”) in
its 20th resolution, decided on July 30, 2021, to allocate stock subscription options to executive corporate officers and certain employees of
the Company and of companies related to it. These options were granted in full by the Company.
The purpose of this report, prepared in accordance with Article L. 225-184 of the French Commercial Code, is to report on this allocation.

II. Allocation to corporate officers
The members of the Executive Board were granted stock subscription options valued at €19.0 each, according to the following breakdown:
Name

Number of shares

André François-Poncet

41,034David Darmon

24,858TOTAL

65,892Start date for exercise

Strike priceExpiration date

07/30/2025€110.97

07/30/2031

The characteristics of these options are described in section 2.2.2 of the 2021 Universal Registration Document.

III. Allocation to employees
On July 30, 2021, employees were granted stock subscription options valued at €19.0 each, with the following characteristics:
Start date for exercise

Strike priceExpiration date

€110.97

07/30/2031

07/30/2025

Allocation of options to the ten employees of the Company to whom the highest number of options has been granted:

1

2

3

4

5

6

7

8

9

10

4,544

4,285

4,210

4,202

4,029

2,722

2,446

2,417

2,397

2,397

Total

33,649 - Universal registration document 2021

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Allocation of stock options to all 76 beneficiary employees:
Employee categories

Number of shares

Managers France (54)50,165Non-managers France (7)413Other countries (15)15,325TOTAL (76)65,903

IV. Exercise of options during 2021
During 2021, David Darmon exercised stock options granted on July 7, 2011, as follows:
Number of options exercised during the year

Strike price

17,000€80.91

During the 2021 fiscal year, nine employees exercised options, details of which are as follows:
Number of options exercised
during the year

Type of options(purchase/subscription)

Strike price

1

5,000

Purchase€80.91

2

5,000

Purchase€80.91

3

900

Purchase€112.39

4

771

Purchase€80.91

5425

Purchase€80.91

6

213

Purchase€54.937

213

Purchase€54.938200

Purchase€80.919125

Purchase€54.93

March 21, 2022,
The Executive Board

506  - Universal registration document 2021

%3,=03:7/0=>H 00?492:1F@90F F
Observations from the Supervisory Board for the Shareholders’ Meeting9 "->0=A,?4:9>1=:8?30%@;0=A4>:=D:,=/
1:=?30F%3,=03:7/0=>H 00?492
To the Shareholders,
2021 saw a powerful rebound in the economy (+7% in France, +5%
globally), despite the emergence of new Covid-19 variants and theextension of pandemic-related restrictions. In this context, Wendel
has been opportunistic, benefiting from the significant refocusing
work carried out over the last four years. The portfolio companies
have all returned to their pre-Covid levels, including those that had
their activity halted in the first half of 2020. The sale of Cromology
under excellent conditions ended the turbulent history of ourinvestment in Materis on a positive note.
Today, with its strong cash position and liquidity, Wendel is well
positioned to execute the 2021-2024 roadmap agreed between
the Supervisory Board and the Executive Board, and to invest in
new companies. In this respect, we are delighted with theinvestments made: Tarkett, in the summer of 2021, and ACAMS,
announced in January 2022. This US-based training company isparticularly well positioned in the growing anti-money launderingand regulatory and sanctions compliance market, an area we arefamiliar with through our investments in Bureau Veritas and CPI.
Other investments will follow, although we will have to remain
vigilant in an environment marked by the geopolitical crisis, soaring
commodity costs and the resurgence of inflation, rising interest
rates and volatile financial markets.
In 2021, the Supervisory Board continued to perform its control andoversight of the Executive Board with the support of its two
committees, the Audit, Risks and Compliance Committee and theGovernance and Sustainability Committee. The Board and its
committees have continued to increase their focus on ESG and takesocial and environmental issues into account in their decisions.
Despite the constraints linked to the health crisis, the Board and thecommittees were able to complete their work in accordance with tothe planned schedule. Your Supervisory Board met 13 times, theGovernance and Sustainability Committee 10 times and the Audit,
Risks and Compliance Committee 8 times.

On March 17, 2022, your Supervisory Board examined Wendel’sparent company and consolidated financial statements as preparedby the Executive Board. It has no observations to bring to yourattention and recommends approval of the financial statements.
Wendel’s financial position remained solid throughout the year.
This allows the Executive Board, with the Board’s approval, topropose a continuously increasing dividend of €3.0 for 2022, i.e.
+3.4% compared to the dividend paid for fiscal year 2020, whichamounted to €2.90.
The creation of shareholder value is a constant concern of theSupervisory Board. Net Asset Value in 2021 increased by 18.3%
thanks to the good performance of the portfolio €188.1 per shareat December 31, 2021). Restated for the dividend of €2.90 per
share paid in 2021, the Net Asset Value per share increased by
20.1%. However, the growth in NAV did not translate into a
corresponding increase in the share price due to the widening of
the discount in the share price compared to the revalued Net Asset
Value per share. This is a matter of vigilance for the Supervisory
Board, and we will work to ensure that Wendel’s share price betterreflects the intrinsic value of your Company.
The Supervisory Board warmly thanks Guylaine Saucier, whoseterm of office expires at the end of the Shareholders’ Meeting, for
her remarkable contribution to the work of the Board over the past
twelve years, including eleven years as Chairman of the Audit, Risks
and Compliance Committee.
The Supervisory Board submits to your vote the renewal of the termof office of Franca Bertagnin Benetton for a further period of four
years.
The Supervisory Board also submits to your vote the appointmentof William D. Torchiana, as an independent member of theSupervisory Board.
With American nationality, William Torchiana will bring to the Board
his knowledge of the US business environment and his expertise incomplex transactions and governance. Subject to his appointment,
William Torchiana will join the Audit, Risks and Compliance
Committee and the Governance and Sustainability Committee.
Finally, the Board recommends shareholders’ approval of all
resolutions submitted by the Executive Board at the Shareholders’Meeting.

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Ordinary Shareholders’ Meeting
2021 financial statements and allocation of income
The purpose of the 1st and 2nd resolutions is to approve Wendel’s
financial statements as of December 31, 2021.

The consolidated financial statements
Group share, of €1,046.9 million.

The parent company financial statements show net income of€669.2 million. Equity (excluding income for the year) amounted to€6,867.6 million and shows Wendel’s financial soundness.

The 3rd resolution proposes to allocate net income for the year
ended December 31, 2021 and distribute a dividend of €3.0
per share, an increase of +3.4% from the ordinary dividend paid inrespect of 2020.

Dividend

The ex-dividend date is June 20, 2022 and the dividend will be
paid on June 22, 2022.
For individuals whose tax residence is France, the gross dividend issubject either to a flat-rate tax on the gross dividend at the rate of
12.8% (Article 200 A of the French General Tax Code) or to a
progressive tax rate applied after an allowance of 40% (under
Articles 200 A, 2. and 158-3 2° of the French General Tax Code).
The dividend is also subject to withholding of 17.2% for social
contributions.

Regulated related-party agreements
The purpose of the 4th resolution is to approve the agreements
entered into with certain corporate officers of the Company, as
described in the Statutory Auditors’ special report. These
agreements are: sale and purchase agreements between Wendel Luxembourgand André François-Poncet and David Darmon, Executive Board
members, and Harper Mates and Sophie Tomasi Parise,Supervisory Board members representing employees, whose
purpose is to determine what happens to co-investments in theevent of leaving the Wendel Group prior to the realization of
one of the liquidity events affecting the companies in which they
have co-invested; co-investments of André François-Poncet and David Darmon,
Executive Board members, and of Harper Mates and Sophie
Tomasi Parise, Supervisory Board members representing
employees, in Tarkett and ACAMS companies, in accordancewith the 2021-2025 co-investment program;

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show

net

income,

2018

2019

2020

€2.80

€2.80

€2.90

 additional co-investment of Harper Mates, Supervisory Board
member representing employees, in Crisis Prevention Institute,in accordance with the 2018-2021 co-investment program; and guarantee agreements granted by Wendel to the Supervisory
Board members, and amendment to the guarantee agreementsof the Executive Board members.
The purpose of the 5th resolution is to approve a regulated
related-party
agreement
enteredinto
withWendel-Participations SE and described in the Statutory Auditors’
special report. It is an amendment agreement allowing the use of“Wendel Cares” name for the Wendel endowment fund.

Supervisory Board: renewal of the term of officeof a member of the Supervisory Board
The purpose of the 6th resolution is to renew the term of office of
Mrs. Franca Bertagnin Benetton, expiring at the end of the
Shareholders’ Meeting of June 16, 2022. Its renewal for a period offour (4) years is proposed.
Her US education, her experience in the listed and non-listedcompanies investment sector, her knowledge of family businessissues gained within the Benetton’s family office, are all relevant
skills for the Supervisory Board. The Board also values thequalitative contribution of Mrs. Franca Bertagnin Benetton to thework of the Board and the Audit, Risks and Compliance Committee
for the four last years.
Mrs. Franca Bertagnin Benetton’s background is set out in the
Company’s 2021 Universal Registration Document, section 2.1.1.1“Composition of the Supervisory Board”.

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Report of the Executive Board on the resolutions submitted to the Shareholders’ Meeting of june 16, 2022

Supervisory Board: appointment of a new memberof the Supervisory Board
The purpose of the 7th resolution is to appoint Mr. William D.
Torchiana as a member of the Supervisory Board for a period offour (4) years.
William Torchiana will bring to the Supervisory Board his expertisein mergers and acquisitions and complex transactions, acquired
while working as a lawyer since 1986 in Paris and New York with theinternational law firm Sullivan & Cromwell LLP, of which hemanaged the Paris office for 14 years. He will also bring to theBoard his knowledge of the US markets and business environment,
and his legal and governance expertise.
If appointed as Supervisory Board member, Mr. William Torchiana
will join the Audit, Risks and Compliance Committee, and theGovernance and Sustainability Committee.
Mr. William Torchiana’s background is set out in the Company’s
2021
Universal
Registration
Document,
section 2.1.1.1“Composition of the Supervisory Board”.

Vote on compensation of corporate officers
The purpose of the 8th, 9th and 10th resolutions is to approve thecompensation policy for the 2022 fiscal year for the Chairman of
the Executive Board, the member of the Executive Board and themembers of the Supervisory Board. This policy is presented in the
Supervisory Board’s report on Corporate governance, insections 2.2.1, 2.2.1.2 and 2.2.1.3 of the Company’s 2021 Universal
Registration Document. Your vote is required pursuant to
Article L. 22-10-26 II of the French Commercial Code.
The purpose of the 11th resolution is to approve the information
relating to the compensation paid or awarded in 2021 to theCompany’s corporate officers (members of the Executive Boardand members of the Supervisory Board), such as they arepresented in the Supervisory Board’s report on Corporate
governance, in accordance with Article L. 22-10-9 I of the French
Commercial Code. Your vote is required pursuant to
Article L. 22-10-34 I of the French Commercial Code.
In addition to the information concerning the total compensation
and benefits of any kind paid during or awarded in respect of fiscal
year 2021, the information provided in accordance with theseregulations contains, in particular, the ratios between the level ofcompensation of executive officers and the average and mediancompensation of the Company’s employees, as well as items
illustrating the evolution of these compensations and of theperformance of Wendel over the last five fiscal years.

9This information is described in the Supervisory Board’s report on
Corporate governance, in section 2.2.2 “General information on thecompensation of corporate officers related to the 2021 fiscal year”
of the Company’s 2021 Universal Registration Document.
The purpose of the 12th, 13th and 14th resolutions is to approve thecompensation items paid during 2021 or awarded in respect of the2021 fiscal year to: Mr. André François-Poncet, Chairman of the Executive Board; Mr. David Darmon, member of the Executive Board; and Mr. Nicolas ver Hulst, Chairman of the Supervisory Board.
These compensation items are presented in the Supervisory
Board’s Corporate governance report in section 2.2.3 “Breakdownof compensation paid in 2021 or awarded for 2021 to Executive
Board members and to the Chairman of the Supervisory Board,
submitted to a shareholders’ vote” of the Company’s 2021
Universal Registration Document.
The variable compensation items of Mr. André François-Poncet andMr. David Darmon will be paid to them after your approval.
Your vote is required pursuant to Article L. 22-10-34 II of the French
Commercial Code.

Share buyback program
The 15th resolution proposes to renew the authorization granted to
the Company to buy back its own shares as provided for by law. As
for previous years, the maximum purchase price has been set at€250, with the authorization valid for 14 months.
The share buyback program can only be used for the purposes
defined by law and set out in this resolution. In practice, yourCompany may use it to reduce the share capital by cancelingshares, carrying out external growth transactions, boosting theCompany’s share market or hedging stock option or free shareplans. In 2021, Wendel purchased 652 037 treasury shares(including 366 478 shares under the liquidity contract).
Under no circumstances may the Company acquire more than 10%
of its share capital, i.e. 4 474 794 shares based on the capital at
December 31, 2021. This authorization is without force during a
takeover bid.

Formalities
The purpose of the 30th resolution is to grant all necessary powers
to carry out formalities related to the Shareholders’ Meeting.

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Extraordinary Shareholders’ Meeting
Capital reduction
The purpose of the 16th resolution is to renew, for a period of
26 months, the authorization granted by the Shareholders’ Meeting
to the Executive Board, with the prior authorization of theSupervisory Board, to cancel, for a period of 24 months, up to 10%of the shares purchased by the Company under a buyback
program.
It is specified that the Executive Board did not make use of this typeof authorization during the 2021 fiscal year.

Renewal of financial authorizations
17th to 25th resolutions are intended to renew, for a period of
26 months, previously granted financial authorizations which are
due to expire in August/September 2022.
The purpose of these delegations is to issue shares or securities
giving immediate or future access to the Company’s share capital,
while maintaining or canceling shareholders’ preferential
subscription rights, depending on the opportunities offered by thefinancial markets and the interests of the Company and its
shareholders. They ensure the Company’s flexibility andresponsiveness by enabling the Executive Board, with the priorauthorization of the Supervisory Board, to carry out the market
transactions necessary for the implementation of the Group’s
strategy.
These delegations may not be used during a takeover bid.
The amount authorized to increase the share capital withcancellation of preferential subscription rights is in accordance withbest market practices and the recommendations of voting advisoryagencies and investors (see the overall ceiling and sub-ceilingprovided for in the 25th resolution).
During the 2021 fiscal year, the Executive Board did not make useof any of these delegations.
The purpose of the 17th resolution is to grant a delegation of
authority to the Executive Board to increase share capital withpreferential subscription rights, up to a maximum of 40% of theshare capital at the time of the issue. Any issue based on thisresolution shall be deducted from the overall ceiling.
The purpose of the 18th resolution is to grant a delegation of
authority to the Executive Board to increase share capital by meansof a public offering, with cancellation of preferential subscription
rights and the possibility of granting a priority period forshareholders, up to a maximum of 10% of the share capital at thetime of the issue. The issue price will be at least equal to theminimum provided for by the applicable regulatory provisions (todate, the weighted average share price of the last three trading
days preceding the start of the offer, possibly reduced by amaximum discount of 10%). Any issue based on this resolution shallbe deducted from the overall ceiling and from the sub-ceilingdedicated to capital increases with cancellation of preferential
subscription rights.

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The 19th resolution is to grant a delegation of authority to the
Executive Board to issue securities, through an offer referred to in
Article L. 411-2 1° of the French Monetary and Financial Code andwith cancellation of preferential subscription rights, i.e. for a private
placement, of up to 10% of share capital per year. The issue pricewill be at least equal to the minimum provided for by the applicableregulatory provisions (to date, the weighted average share price ofthe last three trading days preceding the start of the offer, possibly
reduced by a maximum discount of 10%). Any issue based on thisresolution shall be deducted from the overall ceiling and from the
sub-ceiling dedicated to capital increases with cancellation ofpreferential subscription rights. In addition, there is a specificceiling applicable to the issuance of securities representing debt
securities, up to a nominal amount of €500 million (outside debt
securities issued pursuant to a decision of the Executive Board inaccordance with articles L. 228-36-A, L. 228-40, L. 228-92,
paragraph 3, L. 228-93, paragraph 6 and L. 228-94, paragraph 3 of
the French Commercial Code).
The 20th resolution grants the Executive Board flexibility indetermining the issue price in the event of a public offering(18th resolution) or private placement (19th resolution). It therefore
authorizes the Executive Board, within the limit of 10% of the sharecapital at the time of the issue, to set a price at least equal to theaverage closing price of the Wendel share over a period of 20 days
prior to the issue, possibly reduced by a maximum discount of 10%.
Any issue based on this resolution shall be deducted from theoverall ceiling and from the sub-ceiling dedicated to capitalincreases with cancellation of preferential subscription rights.
The purpose of the 21st resolution is to grant a delegation of
authority to the Executive Board to increase the amount of theissues covered by the 17th to 20th resolutions, with or without
preferential subscription rights, in the event that such issues areoversubscribed and within the limit of the overall ceiling. The
maximum amount of said increase will comply with applicableregulations (currently, 15% of the initial issue). Any issue based on
this resolution shall be deducted from the overall ceiling and fromthe sub-ceiling dedicated to capital increases with cancellation ofpreferential subscription rights.
The purpose of the 22nd resolution is to grant a delegation of
authority to the Executive Board to increase the share capital inorder to remunerate in kind, contributions of securities; thepurpose of the 23rd resolution is to authorize the remuneration ofcontributions of securities in the context of a public exchange offer(OPE). These delegations, granted with cancellation of preferential
subscription rights and up to a limit of 10% of the share capital,
allow the Company to acquire interests in listed or unlistedcompanies and to finance these acquisitions in shares, rather thanin cash. Any issue based on these resolutions shall be deductedfrom the overall ceiling and from the sub-ceiling dedicated tocapital increases with cancellation of preferential subscription
rights.
The purpose of the 24th resolution is to grant a delegation of
authority to the Executive Board to increase the Company’s sharecapital by capitalizing reserves, profits, premiums or other amounts
that may be capitalized in accordance with the law and the by-laws,

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Report of the Executive Board on the resolutions submitted to the Shareholders’ Meeting of june 16, 2022

up to a maximum of 50% of the share capital, for the benefit of theshareholders. This capital increase would be carried out by
allocating bonus shares to shareholders and/or by increasing thepar value of existing shares. Any issue based on this resolution shallbe deducted from the overall ceiling.
The purpose of the 25th resolution is to: set at 100% of the share capital the aggregate ceiling of the
cumulative nominal amount of the capital increases that may be
decided pursuant to the 17th to 20th and the 22nd to
24th resolutions of the Shareholders’ Meeting; set at 10% of the share capital the sub-ceiling of the cumulative
nominal amount of the capital increases with cancellation ofpreferential subscription rights that may be decided pursuant to
the 18th to 20th, 22nd and 23rd resolutions of the Shareholders’Meeting,
it being specified that the nominal amount of the securities that
may be issued in the event of over-subscription pursuant to the
21st resolution will be respectively deducted from theaforementioned overall ceiling and sub-ceiling.

Employee savings and employee share ownership
Wendel manages its employee share ownership policy with the aimof limiting the dilutive effect for shareholders.

Group Savings Plan
The purpose of the 26th resolution is to grant, for a period of
14 months, a delegation of authority to the Executive Board toincrease the share capital for a maximum nominal amount of€150,000 (unchanged versus previous years), in favor of theGroup’s employees and corporate officers who are members of theGroup Savings Plan or of the International Group Savings Plan,
subject to the prior authorization of the Supervisory Board.
In accordance with the legislation in force, the subscription price of
new shares shall not be higher than the average closing share pricefor the twenty (20) trading days prior to the date of the Executive
Board’s decision setting the opening date of the subscription, normore than 30% lower than this average or less than any other upper
limit that may be set by law.
The previous delegation of authority with the same purpose,
granted by the Shareholders’ Meeting of June 29, 2021, wasimplemented by the Executive Board in November andDecember 2021. These transactions were successful among thebeneficiaries and 28 824 shares were subscribed, i.e. a nominal
amount of €115,296. Employee share ownership through theGroup Savings Plan (excluding members of the Executive Board)
represented 0.69% of the share capital as of December 31, 2021.

9

Grant of stock subscription and/or purchase options
and free shares
The purpose of the 27th and 28th resolutions is to authorize the
Executive Board, for a period of 14 months, to grant sharesubscription or purchase options, and free shares, to employees
and corporate officers, up to a total limit of 1% of the share capital(unchanged versus last year).
The price of the options will be set in accordance with legal andregulatory provisions, without any discount.
It is also expected that: the period during which the options may be exercised will startat least three (3) years from their grant date and may not exceedten (10) years from their grant date; the grant of free shares to their beneficiaries will become
definitive at the end of a vesting period, the length of which will
be determined by the Executive Board and which may not beless than three (3) years.
The exercise of all or part of the options granted and the definitive
vesting of all or part of the free shares granted to beneficiaries will
be subject to the satisfaction of presence and/or performance
conditions.
As regards to the members of the Executive Board, the following
provisions apply:

 the exercise of share subscription or purchase options and thedefinitive vesting of free shares are subject to the satisfaction of
the presence, performance and holding conditions provided forby the compensation policy for members of the Executive Board
in force on the grant date, as may potentially be amended
subsequent to its approval in accordance with applicableregulations. For 2022, these conditions are set out in thecompensation policy for members of the Executive Board,described in the report on Corporate governance of theSupervisory Board in section 2.2.1.2 of the Company’s 2021
Universal Registration Document;

 in accordance with recommendation 25.3.3 of the Afep-MedefCode: the total number of shares resulting from the exercise of theoptions and the definitive vesting of the free shares granted
may not exceed 50% of the overall limit mentioned above; the total value of the options and free shares granted to themembers of the Executive Board, as determined on the grantdate, may not exceed the amount set by the compensation
policy for members of the Executive Board (the compensation
policy for 2022 sets this at, respectively, a maximum of 105%
and 95% of the total amount of fixed and maximum annual
variable compensation of the Chairman and the member ofthe Executive Board).

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Changes to the by-lawsth

The purpose of the 29 resolution is to amend Article 14,“Supervisory Board deliberations”, paragraph II, of the Company’s
by-laws in order to allow the Supervisory Board members to makedecisions through written consultation, as permitted by law.

This type of consultation offers an additional way for theSupervisory Board to make decisions, restricted to specificdecisions and upon request of the Chairman, when a regularmeeting (in person or remote meeting) is not possible orappropriate.

The Executive Board recommends shareholders’ approval of all of the resolutions presented above, which are submitted to yourShareholders’ Meeting.

March 21, 2022,
The Executive Board

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Draft resolutions9 =,1?=0>:7@?4:9>
209/,
Ordinary Shareholders’ Meeting

Extraordinary Shareholders’ Meeting

1. Approval of the parent company financial statements for theyear ended December 31, 2021;

16. Authorization given to the Executive Board to reduce the sharecapital by the cancellation of shares;

2. Approval of the consolidated financial statements for the year
ended December 31, 2021;

17. Delegation of authority granted to the Executive Board toincrease the share capital, with preferential subscription rights
maintained, through the issue of shares or securities giving
access to the capital;

3. Net income allocation, dividend approval and dividend
payment;
4. Approval of regulated related-party agreements entered intowith certain corporate officers of the Company;
5. Approval of a regulated related-party agreement entered intowith Wendel-Participations SE;
6. Renewal of the term of office of Mrs. Franca Bertagnin Benetton
as member of the Supervisory Board;
7. Appointment of Mr. William D. Torchiana as member of theSupervisory Board;
8. Approval of the compensation policy for the Chairman of the
Executive Board;
9. Approval of the compensation policy for the member of the
Executive Board;
10. Approval of the compensation policy for the members of theSupervisory Board;
11. Approval of the information relating to the compensation
previously paid or awarded to the members of the Executive
Board and to the members of the Supervisory Board, in
accordance with Article L. 22-10-9 I of the French Commercial
Code;
12. Approval of the compensation items paid during or awarded
for the year ended December 31, 2021 to Mr. André
François-Poncet, as Chairman of the Executive Board;
13. Approval of the compensation items paid during or awarded
for the year ended December 31, 2021 to Mr. David Darmon,
as a member of the Executive Board;
14. Approval of the compensation items paid during or awarded
for the year ended December 31, 2021 to Mr. Nicolas ver Hulst,
as Chairman of the Supervisory Board;

18. Delegation of authority granted to the Executive Board toincrease the share capital, with cancellation of preferential
subscription rights, through the issue of shares or securities
giving access to the capital, by way of a public offering;
19. Delegation of authority granted to the Executive Board toincrease the share capital, with cancellation of preferential
subscription rights, through the issue of shares or securities
giving access to the capital, by way of an offer referred to in 1°
of Article L. 411-2 of the French Monetary and Financial Code;
20. Authorization granted to the Executive Board to set, in
accordance with the terms and conditions determined by the
Shareholders’ Meeting, the issue price of the shares or
securities giving access to capital, with cancellation ofpreferential subscription rights, up to an annual limit of 10% of
the share capital;
21. Delegation of authority granted to the Executive Board toincrease the number of shares to be issued in the event ofover-subscription, with or without preferential subscription
rights;22. Delegation of authority granted to the Executive Board toincrease the share capital, with cancellation of preferential
subscription rights, as remuneration for contributions in kind;
23. Delegation of authority granted to the Executive Board toincrease the share capital, with cancellation of preferential
subscription rights, in the context of a public exchange offer(OPE);
24. Delegation of power granted to the Executive Board toincrease the share capital by incorporation of reserves, profits,
premiums or other items;
25. Overall ceiling for capital increases;

15. Authorization given to the Executive Board to purchase
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Draft resolutions

26. Delegation of authority granted to the Executive Board toincrease the share capital through the issue of shares or
securities giving access to the share capital reserved formembers of the Group Savings Plan and the international
Group Savings Plan, with cancellation of preferential
subscription rights in their favor;
27. Authorization given to the Executive Board to grant stock
subscription or purchase options to some or all of theCompany’s executive corporate officers and employees,
entailing the waiver by shareholders of their preferential
subscription rights to the shares issued on exercise of theoptions;

514  - Universal registration document 2021

28. Authorization given to the Executive Board to grant free shares
to some or all of the Company’s executive corporate officers
and employees, entailing the waiver by shareholders of theirpreferential subscription rights to the shares to be issued;
29. Amendment of Article 14 of the by-laws relating to thedeliberations of the Supervisory Board;

Ordinary Shareholders’ Meeting
30. Powers for legal formalities.

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Draft resolutions

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First resolution(Approval of the parent company financial statements for the year
ended December 31, 2021)
The Shareholders’ Meeting, voting under the quorum and majority
conditions required for Ordinary Shareholders’ Meetings, having
reviewed: the Executive Board’s management report for the 2021 fiscal
year and the Supervisory Board’s observations; and the Statutory Auditors’ report on the financial statements;
approves the parent company financial statements for the fiscal
year beginning on January 1, 2021 and ending on December 31,
2021, as presented by the Executive Board, which show net incomeof €669,270,270.08, as well as the transactions presented in thesestatements or described in these reports.

900?492

1. decides to allocate: the income for the 2021 fiscal year

amounting to........…………………....................€669,270,270.08
 the “Retained earnings” accountamounting to……………………..….…..…….€4,258,960,959.67
 constituting a distributable profit of..............€4,928,231,229.75

as follows: to the shareholders, an amount .............................€134,243,829

representing a net dividend of €3.0 per share, to other reserves an amount of...............................................…€0 for the balance, to the “Retained earnings” account,an amount of…………........................……..... €4,793,987,400.75
2. decides that the ex-dividend date shall be June 20, 2022, andthat the dividend shall be paid on June 22, 2022;

Second resolution(Approval of the consolidated financial statements for the year
ended December 31, 2021)
The Shareholders’ Meeting, voting under the quorum and majority
conditions required for Ordinary Shareholders’ Meetings, having
reviewed: the Executive Board’s management report for the 2021 fiscal
year and the Supervisory Board’s observations; and3. decides that the dividend that cannot be paid to Wendel
treasury shares shall be allocated to “Retained earnings”
account and that the amounts required to pay the dividend
described above on shares resulting from the exercise of stock
options or purchase options before the ex-dividend date shallbe deducted from the “Retained earnings” account;
4. notes that, in accordance with Article 243 bis of the French
General Tax Code, the dividends paid out for the past threefiscal years were: the Statutory Auditors’ report on the consolidated financial
statements;
approves the consolidated financial statements for the fiscal year
beginning on January 1, 2021 and ending on December 31, 2021,
as presented by the Executive Board, with net income, Group
share, of €1,046.9 million, as well as the transactions presented inthese statements or described in these reports.

Third resolution(Net income allocation, dividend approval and dividend payment)
The Shareholders’ Meeting, voting under the quorum and majority
conditions required for Ordinary Shareholders’ Meetings, on the
proposal of the Executive Board approved by the Supervisory
Board,

Dividends
distributed

Net dividend
per share2018€129,585,794.80

€2.80

2019

€125,110,462.40

€2.80

2020

€129,685,445.10€2.90

Fiscal year

For individuals whose tax residence is France, the gross dividend issubject either to a flat-rate tax on the gross dividend at the rate of
12.8% (Article 200 A of the French General Tax Code) or to a
progressive tax rate applied after an allowance of 40% (under
Article 200 A, 2. and 158-3 2° of the French General Tax Code). The
dividend is also subject to withholding of 17.2% for social
contributions.

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Draft resolutions

Fourth resolution

Seventh resolution(Approval of regulated related-party agreements entered into withcertain corporate officers of the Company)(Appointment of Mr. William D. Torchiana as member of theSupervisory Board)

The Shareholders’ Meeting, voting under the quorum and majority
conditions required for Ordinary Shareholders’ Meetings, having
heard the Statutory Auditors’ special report on agreements
governed by Articles L. 225-38 et seq. and L. 225-86 et seq. of theFrench Commercial Code, notes the content of the report andapproves the agreements entered into with certain corporate
officers of the Company during the fiscal year ended December 31,
2021 and at the beginning of the 2022 fiscal year, mentioned in thisreport and submitted for approval.

The Shareholders’ Meeting, voting under the quorum and majority
conditions required for Ordinary Shareholders’ Meetings, decides
to appoint Mr. William D. Torchiana as member of the Supervisory
Board for a term of four (4) years expiring at the Ordinary
Shareholders’ Meeting called in 2026 to approve the financial
statements for the year ending on December 31, 2025.

Fifth resolution(Approval of a regulated related-party agreement entered into with
Wendel-Participations SE)
The Shareholders’ Meeting, voting under the quorum and majority
conditions required for Ordinary Shareholders’ Meetings, having
heard the Statutory Auditors’ special report on agreements
governed by Articles L. 225-38 et seq. and L. 225-86 et seq. of theFrench Commercial Code, notes the content of the report andapproves
theagreement
enteredinto
withWendel-Participations SE at the beginning of the 2022 fiscal year,
mentioned in the said report and submitted for approval.

Sixth resolution(Renewal of the term of office of Mrs. Franca Bertagnin Benetton as
member of the Supervisory Board)
The Shareholders’ Meeting, voting under the quorum and majority
conditions required for Ordinary Shareholders’ Meetings, notesthat Mrs. Franca Bertagnin Benetton’s term of office as member of
the Supervisory Board expires at the end of this Meeting andresolves to renew this term of office for a period of four (4) years
ending at the Ordinary Shareholders’ Meeting called in 2026 toapprove the financial statements for the fiscal year ending on
December 31, 2025.

Eight resolution(Approval of the compensation policy for the Chairman of the
Executive Board)
The Shareholders’ Meeting, voting under the quorum and majority
conditions required for Ordinary Shareholders’ Meetings, having
reviewed the report of the Supervisory Board on Corporate
governance prepared in accordance with Article L. 225-68 of theFrenchCommercial
Code,approves,
pursuantto
Article L. 22-10-26 II of the French Commercial Code, thecompensation policy applicable to the Chairman of the Executive
Board, as presented in this report (sections 2.2.1.1 and 2.2.1.2 ofthe 2021 Universal Registration Document, pages 116 to 124).

Ninth resolution(Approval of the compensation policy for the member of the
Executive Board)
The Shareholders’ Meeting, voting under the quorum and majority
conditions required for Ordinary Shareholders’ Meetings, having
reviewed the report of the Supervisory Board on Corporate
governance prepared in accordance with Article L. 225-68 of theFrenchCommercial
Code,approves,
pursuantto
Article L. 22-10-26 II of the French Commercial Code, thecompensation policy applicable to the member of the Executive
Board, as presented in this report (sections 2.2.1.1 and 2.2.1.2 ofthe 2021 Universal Registration Document, pages 116 to 124).

Tenth resolution(Approval of the compensation policy for the members of theSupervisory Board)
The Shareholders’ Meeting, voting under the quorum and majority
conditions required for Ordinary Shareholders’ Meetings, having
reviewed the report of the Supervisory Board on Corporate
governance prepared in accordance with Article L. 225-68 of theFrenchCommercial
Code,approves,
pursuantto
Article L. 22-10-26 II of the French Commercial Code, thecompensation policy applicable to members of the Supervisory
Board, as presented in this report (sections 2.2.1.1 and 2.2.1.3 ofthe 2021 Universal Registration Document, pages 116, 117 and124).

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9

Eleventh resolution

Fourteenth resolution(Approval of the information relating to the compensation
previously paid or awarded to the members of the Executive Boardand to the members of the Supervisory Board, in accordance with
Article L. 22-10-9 I of the French Commercial Code)(Approval of the compensation items paid during or awarded for theyear ended December 31, 2021 to Mr. Nicolas ver Hulst, as
Chairman of the Supervisory Board)

The Shareholders’ Meeting, voting under the quorum and majority
conditions required for Ordinary Shareholders’ Meetings, having
reviewed the report of the Supervisory Board on Corporate
governance prepared in accordance with Article L. 225-68 of theFrenchCommercial
Code,approves,
pursuantto
Article L. 22-10-34 I of the French Commercial Code, theinformation referred to in Article L. 22-10-9 I of the French
Commercial Code (section 2.2.2 of the 2021 Universal Registration
Document, pages 125 to 143).

Twelfth resolution(Approval of the compensation items paid during or awarded for theyear ended December 31, 2021 to Mr. André François-Poncet, as
Chairman of the Executive Board)
The Shareholders’ Meeting, voting under the quorum and majority
conditions required for Ordinary Shareholders’ Meetings, having
reviewed the report of the Supervisory Board on Corporate
governance, approves, pursuant to Article L. 22-10-34 II of theFrench Commercial Code, the fixed, variable and exceptional items
making up the total compensation and any benefits of all kinds paid
during or awarded in respect of the fiscal year ended
December 31, 2021 to Mr. André François-Poncet, in his capacity as
Chairman of the Executive Board, as presented in this report(section 2.2.3 of the 2021 Universal Registration Document, pages
144 to 147).

Thirteenth resolution(Approval of the compensation items paid during or awarded for theyear ended December 31, 2021 to Mr. David Darmon, as a memberof the Executive Board)
The Shareholders’ Meeting, voting under the quorum and majority
conditions required for Ordinary Shareholders’ Meetings, having
reviewed the report of the Supervisory Board on Corporate
governance, approves, pursuant to Article L. 22-10-34 II of theFrench Commercial Code, the fixed, variable and exceptional items
making up the total compensation and benefits of all kinds paid
during or awarded in respect of the fiscal year ended
December 31, 2021 to Mr. David Darmon, in his capacity as
Member of the Executive Board, as presented in this report(section 2.2.3 of the 2021 Universal Registration Document, pages
144, 148 to 150).

The Shareholders’ Meeting, voting under the quorum and majority
conditions required for Ordinary Shareholders’ Meetings, having
reviewed the report of the Supervisory Board on Corporate
governance, approves, pursuant to Article L. 22-10-34 II of theFrench Commercial Code, the fixed, variable and exceptional items
making up the total compensation and benefits of all kinds paid
during or awarded in respect of the fiscal year ended
December 31, 2021 to Mr. Nicolas ver Hulst, in his capacity as
Chairman of the Supervisory Board, as presented in this report(section 2.2.3 of the 2021 Universal Registration Document, pages
144 and 151).

Fifteenth resolution(Authorization given to the Executive Board to purchase Company
shares)The Shareholders’ Meeting, voting under the quorum and majority
conditions required for Ordinary Shareholders’ Meetings, on the
proposal of the Executive Board approved by the Supervisory
Board pursuant to Article 15-V of the by-laws, having reviewed the Executive Board’s report;
 in accordance with the provisions of Articles L. 22-10-62 et seq.
of the French Commercial Code, Regulation (EU) 596/2014 of
the European Parliament and of the Council of April 16, 2014 on
market abuse, Delegated Regulation (EU) 2016/1052 of theCommission of March 8, 2016 on the conditions applicable toshare buyback programs and stabilization measures, theGeneral Regulations of the Autorité des marchés financiers,
Articles 241-1 et seq., as well as any other provisions that may
become applicable;
1. authorizes the Executive Board, with the power to sub-delegate
as provided for by law, to buy back shares of the Company
within the following limits:
 the number of shares purchased by the Company during theterm of the buyback program does not exceed 10% of theshares comprising the share capital of the Company at any
time, with said percentage applying to share capital adjusted
based on the transactions affecting it subsequent to thisMeeting, (i.e. on the basis of the share capital as ofDecember 31, 2021, 4,474,794 shares), it being specified thatin accordance with the law, (i) if shares are redeemed toincrease liquidity under the conditions defined by the AMF
General Regulation, the number of shares taken into accountfor the calculation of that limit of 10% corresponds to thenumber of shares purchased, minus the number of shares soldduring the term of the authorization, and (ii) if the shares are
acquired by the Company for the purpose of the retention
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during an external growth operation, the number of sharesacquired may not exceed 5% of its share capital,
 the number of shares held by the Company at any time shallnot exceed 10% of the Company’s share capital at the dateunder consideration;
2. decides that the Company’s shares, within the limits defined
above, may be purchased for the following purposes:
to enable an investment service provider to make operations
on a secondary market or maintain the liquidity thereof within
the framework of a liquidity contract in compliance withmarket practices approved by the AMF (Autorité des marchés
financiers),
to implement stock purchase option plans as defined in
Articles L. 225-177 et seq. and L. 22-10-56 et seq. of theFrench Commercial Code, to allocate free shares pursuant to Articles L. 225-197-1 et seq.

and L. 22-10-59 et seq. of the French Commercial Code, to deliver shares on the occasion of the exercise of rights

attached to securities giving access to the Company’s sharecapital immediately or at a later date, to retain them pending a delivery of shares (as an exchange,

payment or other consideration) in the context of acquisitions,mergers, spin-offs or asset contributions, subject to priorauthorization by the Supervisory Board, to allocate or sell shares as part of the Group’s profit sharing

program and any Group savings plan as provided for by law,in particular Articles L. 3332-1 et seq. of the French Labor
Code, to cancel all or part of the shares thus purchased, subject tothe prior authorization of the Supervisory Board, in the context
of the authorization of the Shareholders’ Meeting.
this program is also intended to allow the Company to pursue anyother purpose that has been or may be authorized by legislation or
regulations in force, or by any market practice that may be
admitted by the AMF, in such a case, the Company would inform its
shareholders by means of a press release;

3. decides that the acquisition, disposal or transfer of shares may,subject to the applicable legal and regulatory restrictions, be
performed at any time and by any means on the regulated
market of Euronext Paris or elsewhere, including by: block transfers,
 public offers (purchase, sale or exchange), use of any financial instruments or derivatives,
 creation of optional instruments,
 conversion,exchange, redemption, delivery of sharesfollowing the issue of securities giving future access to theCompany’s share capital, or in any other way, either directly or indirectly through aninvestment services provider;
4. sets the maximum purchase price at €250 per share (excluding
brokerage fee) (representing, on an indicative basis, a total
maximum share buyback amount of €1,118,698,500 on thebasis of 4,474,794 shares corresponding to 10% of the sharecapital as of December 31, 2021), and give full power to the
Executive Board to adjust this purchase price, in the event oftransactions on the Company’s capital, in order to take into
account the impact of these transactions on the value of theshares;5. decides that the Executive Board may not, without the priorauthorization of the Shareholders’ Meeting, use this delegationfrom the date of the announcement by a third party of a public
offer for the Company’s securities until the end of the offer
period;6. gives full power to the Executive Board, with the power to
sub-delegate, without this list being exhaustive, to decide andimplement this authorization, to specify, where necessary, theterms and procedures, to carry out the share buyback program,and in particular to trade in the stock market, enter into any
agreements, facilitate the recording of purchases and sales instock market registers, inform the shareholders under theconditions provided for by the laws and regulations in force,make any disclosures including to the Autorité des marchés
financiers, carry out any formalities, and, generally, do what isrequired for the application of this authorization;
7. decides that this authorization, which terminates, for theirunused amounts, any previous authorization of the same
nature, shall be valid for a period of fourteen (14) months fromthe date of this Shareholders’ Meeting.

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00?492

Sixteenth resolution(Authorization given to the Executive Board to reduce the sharecapital by the cancellation of shares)
The Shareholders’ Meeting, voting under the quorum and majority
required for Extraordinary General Meetings,

 having reviewed the report of the Executive Board and thespecial report of the Statutory Auditors,

 pursuant

to Articles L. 22-10-62
Commercial Code,

et

seq.

of

the

French1. authorizes the Executive Board, subject to the priorauthorization of the Supervisory Board pursuant to Article 15-Vof the by-laws, to cancel, in one or more stages, at its soledecision and at the times that it shall determine, some or all of
the treasury shares held by the Company, up to a limit of 10%of the share capital for periods of twenty-four (24) months fromthe date of this Shareholders’ Meeting, with this limit being
adjusted to take into account transactions that would affect itafter this Shareholders’ Meeting;
2. authorizes the Executive Board to correspondingly reduce theshare capital by imputing the difference between the buybackvalue of the canceled shares and their par value to sharepremiums and the available reserves of its choice, including to
the legal reserve;
3. gives all powers to the Executive Board, with the option to
sub-delegate, to make the corresponding amendments to theby-laws, perform all acts, formalities or declarations and,generally, to do what is necessary for the application of thisauthorization;
4. decides that this authorization, which terminates, for theirunused amounts, any previous authorizations of the same
nature, shall be valid for a period of twenty-six (26) months fromthe date of this Shareholders’ Meeting.

Seventeenth resolution(Delegation of authority granted to the Executive Board to increase
the share capital, with preferential subscription rights maintained,
through the issue of shares or securities giving access to the capital)

1. delegates to the Executive Board, with the power of
sub-delegation as provided for by law, subject to the priorapproval of the Supervisory Board in application of Article 15-Vof the by-laws, the auhtority to issue, on one or more occasions,in the proportions and at the times that it shall determine, inFrance or outside France, subject to valuable consideration ornot, with preferential subscription rights maintained, shares of
the Company or any other securities giving access, at any timeor at a specified date—through subscription, conversion,exchange, repayment, exercise of warrants or in any othermanner—to a portion of the share capital to be issued by theCompany or by one of the companies described in
Article L. 228-93 of the French Commercial Code, it being
specified that these securities may be denominated in euros oranother currency or in a monetary unit established by reference
to a number of currencies;
2. decides that the nominal amount of any capital increases
carried out immediately or at a later date under this delegation
shall not exceed 40% of the share capital at the time of issue, it
being specified that this amount shall be deducted from theoverall nominal ceiling referred to in Paragraph 1 of the25th resolution of this Shareholders’ Meeting;
3. decides that to these amounts shall be added, if applicable, thenominal amount of additional shares to be issued to protect therights of holders of securities giving access to the Company’s
share capital;
4. decides that the issue or issues shall be reserved, on apreferential basis, to shareholders who may subscribe as ofright in proportion to the number of shares they own;
5. takes note that the Executive Board may grant shareholders theright to subscribe for excess securities in addition to thenumber of securities they are entitled to subscribe for as ofright, in proportion to their subscription rights and, in any case,not exceeding the number requested,
6. takes note that if all the shares issued are not taken up throughsubscriptions as of right and, if applicable, subscriptions forexcess shares, the Executive Board may use, as provided for by
law and in the order that it shall determine, one or more of thepowers below:
 restrict the increase of capital to the subscription amount,

The Shareholders’ Meeting, voting under the quorum and majority
required for Extraordinary General Meetings,

subject to this amount attaining at least three-quarters of theincrease decided, having reviewed the report of the Executive Board and the distribute as it sees fit all or a portion of the securities not

special report of the Statutory Auditors, and pursuant to Articles L. 225-129 et seq., L. 225-132, L. 225-134,
L. 22-10-49 and Articles L. 228-91 et seq. of the French
Commercial Code,taken up,
 offer to the public all or a portion of the securities not takenup; - Universal registration document 2021

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7. takes note and decide, where necessary, that this delegation by
law entail, in favor of the holders of the securities giving accessto shares of the Company that may be issued under thisresolution, the waiver by the shareholders of their preferential
subscription rights to the new shares to which these securities
give access;8. decides that the issues of equity warrants in the Company may
be carried out by subscription offer, but also by free allocation
to the owners of existing shares, it being specified that the
Executive Board shall have the power to decide that allocationrights comprising fractional shares shall not be negotiable andthat the corresponding securities shall be sold; in agreement with the holders of any securities issued, amend

all characteristics
delegation,

of

the

securities

issued

under

this

 charge, if applicable, costs against share premiums, notably

issue expenses, and deduct from this amount the sums
required to raise the legal reserve,
 recognize the amount of the capital increase or increases

resulting from any issue carried out under this authorization
and amend the by-laws accordingly, and generally, take all appropriate steps and enter into any

agreements to successfully achieve the planned issues;

9. decides that the Executive Board shall not, without the priorauthorization of shareholders, use this delegation of authority
from the date of filing by a third party of a public offer for theCompany’s securities until the end of the offer period;

11. decides that this delegation, which cancels and replaces theunused amounts of any previous delegation of the same nature,
shall be valid for a period of 26 months from the date of thisShareholders’ Meeting.

10. gives full power to the Executive Board, with the power of
sub-delegation as provided for by law, to implement thisdelegation, in particular but not restricted to:Eighteenth resolution

 determine the dates and the amounts of the issues as well as

the form and the characteristics of the securities to be created;
set the issue price of the shares or securities giving access tothe capital, the date from which ownership rights on themshall take effect, including a retroactive date, and the methodof payment (in particular pursuant to Article L. 228-7 of theFrench Commercial Code); provide for, if applicable, theterms and conditions of their repayment, repurchase on thestock market or exchange for shares or other securities, thepossibility to suspend the exercise of rights attached tosecurities for a period not to exceed the maximum periodauthorized by the legal and regulatory provisions in force;
determine and carry out any adjustments intended to take into
account the impact of transactions on the share capital of theCompany and set the terms and conditions by which it shallensure, if applicable, the protection of the rights of theholders of securities giving access to the capital,
 in the event of an issue of debt securities, decide whether theyshall be subordinated or not, set their interest rates and theterms and conditions of interest payment, their term (with orwithout a maturity date), the redemption price (fixed orvariable, with or without premium), repayment terms based
notably on market conditions, the terms under which thesesecurities shall give entitlement to shares and, more generally,
determine all other issue and repayment terms andconditions; amend, during the life of the securities concerned,
the terms and conditions referred to above, in compliancewith the applicable formalities,

520  - Universal registration document 2021

(Delegation of authority granted to the Executive Board to increase
the share capital, with cancellation of preferential subscription
rights, through the issue of shares or securities giving access to thecapital, by way of a public offering)
The Shareholders’ Meeting, voting under the quorum and majority
required for Extraordinary General Meetings:

 having reviewed the report of the Executive Board and thespecial report of the Statutory Auditors;

 pursuant to the previsions of Articles L. 225-129 et seq.,
L. 225-134, L. 225-135, L. 225-136, L. 22-10-49, L. 22-10-51,
L. 22-10-52 and L. 228-91 et seq. of the French Commercial
Code, it being specified that this delegation does not apply to offers
referred to in 1° of Article L. 411-2 of the French Monetary and
Financial Code (covered by the 19th resolution below),
1. delegates to the Executive Board, with the power of
sub-delegation as provided for by law, subject to the priorapproval of the Supervisory Board in application of Article 15-Vof the by-laws, the authority to issue, on one or more occasions
and as part of a public offering, in the proportions and at thetimes that it shall determine, in France or outside France,
subject to valuable consideration or not, shares of theCompany or any other securities giving access, at any time or ata specified date—through subscription, conversion, exchange,
repayment, exercise of warrants or in any other manner—to aportion of the share capital to be issued by the Company or by
one of the companies described in Article L. 228-93 of theFrench Commercial Code, it being specified that thesesecurities may be denominated in euros or another currency orin a monetary unit established by reference to a number ofcurrencies;

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2. delegates to the Executive Board, with the power of
sub-delegation as provided for by law, subject to the priorapproval of the Supervisory Board in application of
Article 15-V of the by-laws, the authority to issue shares or
securities giving access to the capital of the Company
subsequent to the issue, by companies described in
Article L. 228-93 of the French Commercial Code, of securities
giving access to the capital of the Company;
3. decides that the nominal amount of any capital increases
carried out immediately or at a later date under this delegation
shall not exceed 10% of the share capital at the time of issue, it
being specified that this amount shall be deducted from (i) the
overall nominal ceiling referred to in Paragraph 1 and (ii) the
nominal sub-ceiling referred to in Paragraph 2, of the25th resolution of this Shareholders’ Meeting;
4. decides that to this amount shall be added, if applicable, thenominal amount of additional shares to be issued to protect therights of holders of securities giving access to the Company’s
share capital;
5. decides to cancel the preferential subscription rights ofshareholders to securities issued under this delegation, it being
understood that the Executive Board may grant toshareholders, for a period of time and according to terms andconditions that it shall set in accordance with applicable legal
and regulatory provisions, for the entire share issue throughpublic offering, a priority period to subscribe for theabovementioned securities, in proportion to the number ofshares held by each shareholder, as of right and possibly not asof right, without giving rise to the creation of negotiable rights;
6. decides that if the issue of shares or securities giving access to
the Company’s capital is not fully subscribed, the Executive
Board can take some or all of the measures allowed under
Article L. 225-134 of the French Commercial Code, in the orderthat it deems appropriate;9 the issue price of securities giving access to the share capitalshall be such that the sum received immediately by theCompany, increased by any amount received subsequently by
the Company, is, for each share issued as a result of the issueof securities, at least equal to the minimum subscription pricedefined in the previous paragraph;
9. decides that the Executive Board shall not, without the priorauthorization of shareholders, use this delegation of authority
from the date of filing by a third party of a public offer for theCompany’s securities until the end of the offer period;
10. gives full power to the Executive Board, with the power of
sub-delegation as provided for by law, to implement thisdelegation, in particular but not restricted to: determine the dates and the amounts of the issues as well as

the form and the characteristics of the securities to be created;
set the issue price of the shares or securities giving access tothe capital, the date from which ownership rights on themshall take effect, including a retroactive date, and the methodof payment (in particular pursuant to Article L. 228-7 of theFrench Commercial Code); provide for, if applicable, theterms and conditions of their repayment, repurchase on thestock market or exchange for shares or other securities, thepossibility to suspend the exercise of rights attached tosecurities for a period not to exceed the maximum periodauthorized by the legal and regulatory provisions in force;
determine and carry out any adjustments intended to take into
account the impact of transactions on the share capital of theCompany and set the terms and conditions by which it shallensure, if applicable, the protection of the rights of theholders of securities giving access to the capital,
 in the event of an issue of debt securities, decide whether they

8. takes note that, pursuant to Article L. 22-10-52 of the French
Commercial Code:shall be subordinated or not, set their interest rates and theterms and conditions of interest payment, their term (with orwithout a maturity date), the redemption price (fixed orvariable, with or without premium), repayment terms based
notably on market conditions, the terms under which thesesecurities shall give entitlement to shares and, more generally,
determine all other issue and repayment terms andconditions; where appropriate, these securities may be
combined with warrants giving an entitlement to theallocation, acquisition or subscription of bonds or other debt
securities; amend, during the life of the securities concerned,
the terms and conditions referred to above, in compliancewith the applicable formalities,

 the issue price of shares issued directly shall be at least equal in agreement with the holders of any securities issued, amend

7. takes note and decide, where necessary, that this delegation
shall by law entail, in favor of the holders of the securities giving
access to shares of the Company that may be issued under thisresolution or by companies described in Article L. 228-93 of theFrench Commercial Code, the waiver by the shareholders of
their preferential subscription rights to the new shares to whichthese securities give access;to the minimum provided for by the applicable regulatory
provisions at the issue date (which under current regulations is
the weighted average share price of the last three trading
days prior to the beginning of the offering, discounted by10%),

all characteristics
delegation,

of

the

securities

issued

under

this

 charge, if applicable, costs against share premiums, notably

issue expenses, and deduct from this amount the sums
required to raise the legal reserve, - Universal registration document 2021

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 recognize the amount of the capital increase or increases

resulting from any issue carried out under this delegation andamend the by-laws accordingly, and generally, take all appropriate steps and enter into any

agreements to successfully achieve the planned issues;
11. decides that this delegation, which cancels and replaces theunused amounts of any previous delegation of the same nature,
shall be valid for a period of 26 months from the date of thisShareholders’ Meeting.

Nineteenth resolution(Delegation of authority granted to the Executive Board to increase
the share capital, with cancellation of preferential subscription
rights, through the issue of shares or securities giving access to thecapital, by way of an offer referred to in 1° of Article L. 411-2 of theFrench Monetary and Financial Code)The Shareholders’ Meeting, voting under the quorum and majority
required for Extraordinary General Meetings:

 having reviewed the report of the Executive Board and thespecial report of the Statutory Auditors; and pursuant

to the provisions Articles L. 225-129 et seq.,
L. 225-134, L. 225-135, L. 225-136, L. 22-10-49, L. 22-10-51,
L. 22-10-52 and Articles L. 228-91 et seq. of the French
Commercial Code, and 1° of Article L. 411-2 of the French
Monetary and Financial Code,

1. delegates to the Executive Board, with the power of
sub-delegation as provided for by law, subject to the priorapproval of the Supervisory Board in application of Article 15-Vof the by-laws, the authority to issue, on one or more occasions
and as part of offers referred to in 1° of Article L. 411-2 of theFrench Monetary and Financial Code, in the proportions and at
the times that it shall determine, under the conditions andmaximum limits stipulated under the law and regulations, inFrance or outside France, subject to valuable consideration ornot, shares of the Company or any other securities giving
access, at any time or at a specified date—through subscription,
conversion, exchange, repayment, exercise of warrants or in
any other manner—to a portion of the share capital to be issued
by the Company or by one of the companies described in
Article L. 228-93 of the French Commercial Code or to theallocation of debt securities, it being specified that thesesecurities may be denominated in euros or another currency orin a monetary unit established by reference to a number ofcurrencies;
2. decides that the nominal amount of any capital increases
carried out under this delegation shall not exceed 10% of theshare capital on a 12-month period, this amount being
deducted from (i) the overall nominal ceiling referred to in

522  - Universal registration document 2021

Paragraph 1 and (ii) the nominal sub-ceiling referred to in
Paragraph 2, of the 25th resolution of this Shareholders’Meeting;
3. decides that to this amount shall be added, if applicable, thenominal amount of additional shares to be issued to protect therights of holders of securities giving access to the Company’s
share capital;
4. decides that the nominal amount of the securities representing
debt securities that may be carried out under this delegation
shall not exceed €500 million or the equivalent in any foreign
currency used or unit of account established by reference toseveral currencies at the time the issue is decided, it being
specified that (i) this amount will be increased, whereapplicable, by any above-par redemption premium, and(ii) these amounts are independent from the amount of any
debt securities issued pursuant to a decision of the Executive
Board in accordance with articles L. 228-36-A, L. 228-40,
L. 228-92, paragraph 3, L. 228-93, paragraph 6 and L. 228-94,
paragraph 3 of the French Commercial Code;
5. decides to cancel the preferential subscription rights ofshareholders to securities issued under this delegation;
6. decides that if the issue of shares or securities giving access to
the Company’s capital is not fully subscribed, the Executive
Board can take some or all of the measures allowed under
Article L. 225-134 of the French Commercial Code, in the orderthat it deems appropriate;
7. takes note and decide, where necessary, that this delegation
shall by law entail, in favor of the holders of the securities giving
access to shares of the Company that may be issued under thisresolution or by companies described in Article L. 228-93 of theFrench Commercial Code, the waiver by the shareholders of
their preferential subscription rights to the new shares to whichthese securities give access;8. takes note that, pursuant to Article L. 22-10-52 of the French
Commercial Code:the issue price of shares issued directly shall be at least equal
to the minimum provided for by the applicable regulatory
provisions at the issue date (which under current regulations is
the weighted average share price of the last three trading
days prior to the beginning of the offering, discounted by10%),
 the issue price of securities giving access to the share capitalshall be such that the sum received immediately by theCompany, increased by any amount received subsequently by
the Company, is, for each share issued as a result of the issueof securities, at least equal to the minimum subscription pricedefined in the previous paragraph;

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Draft resolutions

9. decides that the Executive Board shall not, without the priorauthorization of shareholders, use this delegation of authority
from the date of filing by a third party of a public offer for theCompany’s securities until the end of the offer period;
10. gives full power to the Executive Board, with the power of
sub-delegation as provided for by law, to implement thisdelegation, in particular but not restricted to: approve the list of beneficiaries to whom the issue will bereserved,

9

 recognize the amount of the capital increase or increases

resulting from any issue carried out under this delegation andamend the by-laws accordingly, and generally, take all appropriate steps and enter into any

agreements to successfully achieve the planned issues;
11. decides that this delegation, which cancels and replaces theunused amounts of any previous delegation of the same nature,
shall be valid for a period of 26 months from the date of thisShareholders’ Meeting.

 determine the dates and the amounts of the issues as well as

the form and the characteristics of the securities to be created;
set the issue price of the shares or securities giving access tothe capital, the date from which ownership rights on themshall take effect, including a retroactive date, and the methodof payment (in particular pursuant to Article L. 228-7 of theFrench Commercial Code); provide for, if applicable, theterms and conditions of their repayment, repurchase on thestock market or exchange for shares or other securities, thepossibility to suspend the exercise of rights attached tosecurities for a period not to exceed the maximum periodauthorized by the legal and regulatory provisions in force;
determine and carry out any adjustments intended to take into
account the impact of transactions on the share capital of theCompany and set the terms and conditions by which it shallensure, if applicable, the protection of the rights of theholders of securities giving access to the capital,
 in the event of an issue of debt securities, decide whether theyshall be subordinated or not, set their interest rates and theterms and conditions of interest payment, their term (with orwithout a maturity date), the redemption price (fixed orvariable, with or without premium), repayment terms based
notably on market conditions, the terms under which thesesecurities shall give entitlement to shares and, more generally,
determine all other issue and repayment terms andconditions; where appropriate, these securities may be
combined with warrants giving an entitlement to theallocation, acquisition or subscription of bonds or other debt
securities; amend, during the life of the securities concerned,
the terms and conditions referred to above, in compliancewith the applicable formalities,
 in agreement with the holders of any securities issued, amend

all characteristics
delegation,

of

the

securities

issued

under

this

 charge, if applicable, costs against share premiums, notably

issue expenses, and deduct from this amount the sums
required to raise the legal reserve,

Twentieth resolution(Authorization granted to the Executive Board to set, in accordancewith the terms and conditions determined by the Shareholders’Meeting, the issue price of the shares or securities giving access tocapital, with cancellation of preferential subscription rights, up to anannual limit of 10% of the share capital)
The Shareholders’ Meeting, voting under the quorum and majority
required for Extraordinary General Meetings,

 having reviewed the report of the Executive Board and thespecial report of the Statutory Auditors; and pursuant to the provisions of Article L. 22-10-52 paragraph 2 of
the French Commercial Code,
1. authorizes the Executive Board, with the power of
sub-delegation as provided for by law, subject to the priorapproval of the Supervisory Board in application of Article 15-Vof the by-laws, to depart from the price-setting method set forthin the 18th and 19th resolutions and to set the issue price asfollows:
for a share issue, the issue price shall be at least equal to theaverage Wendel share closing price over the 20-day period
preceding the issue, to which a 10% discount may be applied, for an issue of other securities, the issue price shall be set suchthat the sum received immediately by the Company, increasedby any amount received subsequently by the Company, is, foreach share issued as a result of the issue of securities, at least
equal to the minimum subscription price defined above;
2. decides that the nominal amount of any capital increases
carried out under this authorization cannot exceed 10% of theCompany’s share capital at the time of the issue over a
12-month period, this amount being deducted from (i) the
overall nominal ceiling referred to in Paragraph 1 and (ii) the
nominal sub-ceiling referred to in Paragraph 2, of the25th resolution of this Shareholders’ Meeting; - Universal registration document 2021

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3. decides that the Executive Board shall not, without the priorauthorization of shareholders, use this authorization from thedate of filing by a third party of a public offer for the Company’s
securities until the end of the offer period;
4. decides that this authorization, which cancels and replaces theunused amounts of any previous authorizations of the same
nature, shall be valid for a period of 26 months from the date ofthis Shareholders’ Meeting.

Twenty-second resolution(Delegation of authority granted to the Executive Board to increase
the share capital, with cancellation of preferential subscription
rights, as remuneration for contributions in kind)
The Shareholders’ Meeting, voting under the quorum and majority
required for Extraordinary General Meetings

 having reviewed the report of the Executive Board and thespecial report of the Statutory Auditors; andTwenty-first resolution(Delegation of authority granted to the Executive Board to increase
the number of shares to be issued in the event of over-subscription,with or without preferential subscription rights)
The Shareholders’ Meeting, voting under the quorum and majority
required for Extraordinary General Meetings,

 having reviewed the report of the Executive Board and thespecial report of the Statutory Auditors; and pursuant to Article L. 225-135-1 of the French Commercial
Code,
1. delegates to the Executive Board, with the power of
sub-delegation as provided for by law, subject to the priorapproval of the Supervisory Board in application of Article 15-Vof the by-laws, and within the share capital limit and the limit
specified in the resolution authorizing the issue, for each of theissues decided by virtue of the 17th, 18th, 19th, 20th resolutions of
this Shareholders’ Meeting, in the event of excess demand, theauthority to increase the number of securities to be issued at
the same price as that set for the initial issue and within the
periods and up to the limits provided by applicable regulations
on the issue date (currently within 30 days of the closing date of
the subscription and by up to 15% of the initial issue);
2. decides that the nominal amount of any capital increase carriedout in accordance with this resolution shall be deducted (i) fromthe overall nominal ceiling referred to in Paragraph 1 and, as
the case may be, (ii) from the nominal sub-ceiling referred to in
Paragraph 2, of the 25th resolution of this Shareholders’Meeting;
3. decides that the Executive Board shall not, without the priorauthorization of shareholders, use this delegation of authority
from the date of filing by a third party of a public offer for theCompany’s securities until the end of the offer period;
4. decides that this delegation is given for a period of 26 months
from the date of this Shareholders’ Meeting.

 pursuant to Articles L. 225-129 et seq., L. 225-147, L. 22-10-53
and L. 228-91 et seq. of the French Commercial Code,
1. delegates to the Executive Board, with the power of
sub-delegation as provided for by law, subject to the priorapproval of the Supervisory Board in application of
Article 15-V of the by-laws, the authority to issue, on one ormore occasions, shares or securities giving access to theCompany’s share capital, on the basis of the report from thecontributions auditor (commissaire aux apports), up to a
maximum of 10% of the share capital at the time of issue, inconsideration for contributions in kind made to the Company
and comprising shares or securities giving access to the capital,
when the provisions of Article L. 22-10-54 of the French
Commercial Code are not applicable;
2. decides that the nominal amount of any capital increase carriedout in accordance with this resolution shall be deducted from(i) the overall nominal ceiling referred to in Paragraph 1 and(ii) the nominal sub-ceiling referred to in Paragraph 2, of the25th resolution of this Shareholders’ Meeting;
3. decides that to this amount shall be added, if applicable, thenominal amount of additional shares to be issued to protect therights of holders of securities giving access to the Company’s
share capital;
4. decides to cancel, in favor of the holders of the contributed
shares, preferential subscription rights to the shares andsecurities issued in consideration for the contributions in kind;
5. decides that the Executive Board shall not, without the priorauthorization of shareholders, use this delegation of authority
from the date of filing by a third party of a public offer for theCompany’s securities until the end of the offer period;
6. gives full power to the Executive Board, with the power of
sub-delegation as provided for by law, to implement thisdelegation and in particular but not restricted to: approve the valuation of contributions and set the exchange

ratio as well as, if applicable, the amount of the cash
consideration,
 approve the granting of special benefits, and reduce, if thecontributors agree, the valuation of the contributions or theconsideration for the special benefits,524  - Universal registration document 2021

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 recognize the number of securities to be issued,
 determine the dates and terms of issues, notably the price andthe effective date ownership rights take effect on shares orother securities to be issued and giving access to the sharecapital of the Company,
 recognize the difference between the issue price of newshares and their par value in shareholders’ equity on thebalance sheet, under share premiums, to which allshareholders shall have rights,
 charge, if applicable, all costs and fees related to theauthorized transaction against share premiums and deductfrom this amount the sums required to raise the legal reserve,
 recognize the amount of the capital increase or increases

resulting from any issue carried out under this delegation andamend the by-laws accordingly, and generally, take all appropriate steps and enter into any

agreements to successfully achieve the planned issues;
7. decides that this delegation, which cancels and replaces theunused amounts of any previous delegation of the same nature,
shall be valid for a period of 26 months from the date of thisShareholders’ Meeting.

9

share capital, this amount being deducted from (i) the overall
nominal ceiling referred to in Paragraph 1 and (ii) the nominal
sub-ceiling referred to in Paragraph 2, of the 25th resolution ofthis Shareholders’ Meeting;
3. decides that to this amount shall be added, if applicable, thenominal amount of additional shares to be issued to protect therights of holders of securities giving access to the Company’s
share capital;
4. decides to cancel, in favor of the holders of the contributed
shares, preferential subscription rights to the shares andsecurities issued in consideration for the contributions in kind;
5. decides that the Executive Board shall not, without the priorauthorization of shareholders, use this delegation of authority
from the date of filing by a third party of a public offer for theCompany’s securities until the end of the offer period;
6. gives full power to the Executive Board, with the power of
sub-delegation as provided for by law, to implement thisdelegation and in particular but not restricted to: approve the valuation of contributions and set the exchange

ratio as well as, if applicable, the amount of the cash
consideration,
 acknowledge the number of securities contributed to theTwenty-third resolution(Delegation of authority granted to the Executive Board to increase
the share capital, with cancellation of preferential subscription
rights, in the context of a public exchange offer (OPE))
The Shareholders’ Meeting, voting under the quorum and majority
required for Extraordinary General Meetings,

 having reviewed the report of the Executive Board and thespecial report of the Statutory Auditors; and pursuant

to Articles L. 225-129 et seq., L. 22-10-54, andL. 228-91 et seq. of the French Commercial Code,

1. delegates to the Executive Board, with the power of
sub-delegation as provided for by law, subject to the priorapproval of the Supervisory Board in application of
Article 15-V of the by-laws, the authority to issue, on one ormore occasions, shares or securities giving access to theCompany’s share capital, in consideration for shares tendered
in a public exchange offer initiated by the Company, in Franceor outside France, in compliance with local regulations, on theshares of another company whose shares are traded on aregulated market, in accordance with Article L. 22-10-54 of theFrench Commercial Code;
2. decides that the nominal amount of any capital increases
carried out under this delegation shall not exceed 10% of theexchange, recognize the number of securities to be issued,
 determine the dates and terms of issues, notably the price andthe effective date ownership rights take effect on shares orother securities to be issued and giving access to the sharecapital of the Company,
 recognize the difference between the issue price of newshares and their par value in shareholders’ equity on thebalance sheet, under share premiums, to which allshareholders shall have rights,
 charge, if applicable, all costs and fees related to theauthorized transaction against share premiums and deductfrom this amount the sums required to raise the legal reserve,
 recognize the amount of the capital increase or increases

resulting from any issue carried out under this delegation andamend the by-laws accordingly, and generally, take all appropriate steps and enter into any

agreements to successfully achieve the planned issues;
7. decides that this delegation, which cancels and replaces theunused amounts of any previous delegation of the same nature,
shall be valid for a period of 26 months from the date of thisShareholders’ Meeting.

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Twenty-fourth resolution

 set the number of shares to be issued or the amount by which(Delegation of authority granted to the Executive Board to increase
the share capital by incorporation of reserves, profits, premiums orother items)

 set the date from which ownership rights on new shares or the

The Shareholders’ Meeting, voting under the quorum and majority
required for Ordinary General Meetings,

 appropriate from one or more available reserve accounts the having reviewed the report of the Executive Board; pursuant

the par value of shares comprising the share capital shall be
increased;
increase in par value shall take effect;amounts required to raise the legal reserve;
 recognize the amount of the capital increase or increases

to Articles L. 225-129, L. 225-129-2, L. 22-10-49,
L. 225-130 and L. 22-10-50 of the French Commercial Code,resulting from any issue carried out under this delegation andamend the by-laws accordingly, and1. delegates to the Executive Board, with the power of
sub-delegation as provided for by law, subject to the priorapproval of the Supervisory Board in application of Article 15-Vof the by-laws, the authority to increase share capital, on one ormore occasions, in the proportions and at the times that it shalldetermine, through the successive or simultaneous
capitalization of all or part of the reserves, profits or premiums(from issues, mergers or contributions) or other sums that may
be capitalized under law or the by-laws, implemented by theissue and allocation of bonus shares or by an increase in thepar value of shares or by the combined use of both methods;

 generally take all appropriate steps and enter into any

2. decides that the nominal amount of any capital increases
carried out under this delegation shall not exceed 50% of theshare capital, this amount being deducted from the overall
nominal ceiling referred to in Paragraph 1 of the 25th resolutionof this Shareholders’ Meeting;
3. decides, in the event of the distribution of bonus shares: that the rights representing fractional shares shall not be

negotiable and that the corresponding securities shall besold; the proceeds of the sale shall be allocated to the rights
holders in accordance with applicable laws and regulations,to carry out any adjustments intended to take into account the
impact of transactions on the Company’s share capital and set
the terms and conditions by which it shall ensure, if applicable,
the protection of the rights of the holders of securities giving
access to the capital;
4. decides that the Executive Board shall not, without the priorauthorization of shareholders, use this delegation of authority
from the date of filing by a third party of a public offer for theCompany’s securities until the end of the offer period;
5. gives full power to the Executive Board, with the power of
sub-delegation as provided for by law, to implement thisdelegation, in particular but not restricted to: set the amount and nature of the sums to be incorporated into

the capital;

agreements in order to ensure successful completion of theplanned transactions;
6. decides that this delegation, which cancels and replaces theunused amounts of any previous delegation of the same nature,
shall be valid for a period of 26 months from the date of thisShareholders’ Meeting.

Twenty-fifth resolution(Overall ceiling for capital increases)
The Shareholders’ Meeting, voting under the quorum and majority
required for Extraordinary General Meetings,

 having reviewed the report of the Executive Board and thespecial report of the Statutory Auditors, and pursuant to Article L. 225-129-2 of the French Commercial
Code,
1. decides to set at 100% of the share capital the overall ceiling of
the cumulative nominal amount of any capital increases that
may be decided pursuant to the 17th to the 20th, the 22nd to the24th resolutions of this Shareholders’ Meeting;
2. decides to set at 10% of the capital the sub-ceiling of the
cumulative nominal amount of the capital increases withcancellation of preferential subscription rights that may be
decided pursuant to the 18th to the 20th, the 22nd and the23rd resolutions of this Shareholders’ Meeting;
3. decides that the nominal amount of shares that may be issued
in the event of over-subscription pursuant to the 21st resolution
will be respectively deducted from the aforementioned overall
ceiling and sub-ceiling;
4. decides that to these amounts shall be added, as the case may
be, the nominal amount of additional shares to be issued toprotect the rights of the holders of securities giving access to
the Company’s share capital;
5. decides that this delegation, which cancels and supersedes, fortheir unused amounts, any previous delegation of the same
nature, shall be valid for a period of twenty-six (26) months fromthe date of this Shareholders’ Meeting.

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Twenty-sixth resolution(Delegation of authority granted to the Executive Board to increase
the share capital through the issue of shares or securities giving
access to the share capital reserved for members of the Group
Savings Plan and the international Group Savings Plan, withcancellation of preferential subscription rights in their favor)
The Shareholders’ Meeting, voting under the quorum and majority
conditions required for Extraordinary Shareholders’ Meetings:

 having reviewed the report of the Executive Board and thespecial report of the Statutory Auditors; and pursuant

to Articles L. 225-129, L. 225-129-2, L. 225-129-6,
L. 225-138-1, and L. 22-10-49 of the French Commercial Codeand Articles L. 3332-18 et seq. of the French Labor Code;

1. delegates to the Executive Board, with the power to
sub-delegate as provided for by law, subject to the priorapproval of the Supervisory Board in application of Article 15-Vof the by-laws, the authority to increase the share capital, on
one or more occasions, through the issue of shares or securities
giving access to the capital, reserved for members of one ormore company savings plans implemented within the Group;
2. decides to set at €150,000 the maximum aggregate nominal
amount of capital increases that may be carried out by virtue of
this delegation;
3. decides to cancel, in favor of members of one or morecompany savings plans implemented within the Group,
shareholders’ preferential subscription right to securities issued
under this delegation;
4. decides that the subscription price of new shares, set by the
Executive Board in accordance with Article L. 3332-19 of theFrench Labor Code, shall not be higher than the averageclosing share price for the twenty (20) trading days prior to thedate of the Executive Board decision setting the opening dateof the subscription, nor more than 30% lower than this averageor less than any other upper limit that may be set by law;
5. authorizes the Executive Board to allocate, free ofconsideration, to the members of one or more company
savings plans implemented within the Group, in addition to theshares or securities giving access to the share capital to be
subscribed in cash, shares or securities giving access to sharecapital already issued, in full or partial substitution for the
discount set by the Executive Board and/or as a matching
contribution, with the stipulation that the resulting benefit fromthis allocation may not exceed the applicable legal or
regulatory limits defined in Articles L. 3332-11 and L. 3332-19
et seq. of the French Labor Code;9

6. gives the Executive Board full powers, with the power to
sub-delegate as provided for by law, to implement thisauthorization with a view to, in particular, but not restricted to: determining the companies or corporate Groups whose

employees may subscribe or receive the shares or securities
allocated by virtue of this resolution,
 deciding that shares or securities may be subscribed or

acquired directly by the beneficiaries, members of a company
savings plan implemented within the Group or through mutual
funds or other structures or entities authorized by applicablelegal or regulatory provisions, deciding the amount to be issued or sold, setting the issue

price in accordance with the terms and limits set by thelegislation in force and the terms of payment, approving thedates, terms and conditions of the issues to be carried out
under this delegation,
 setting the date from which ownership rights on the newshares shall take effect, setting the period within which
payment must be made within the maximum period set by thelegal and regulatory provisions in force, as well as, if
applicable, the required length of service for beneficiaries toparticipate in the transaction and benefit from the Company’scontribution,in the event of the allocation, free of consideration, of sharesor securities giving access to the share capital, setting thenumber of the shares or securities giving access to capital tobe issued, the number to be allocated to each beneficiary andsetting the dates, time periods, terms and conditions of theallocation of these shares or securities giving access to theshare capital within the legal and regulatory limits in force and,notably, choosing to allocate these shares or securities giving
access to the share capital in full or partial substitution for the
discount decided by the Executive Board, or to apply thevalue of these shares or securities to the total of the matching
contribution or to combine the two possibilities,
 charging, if applicable, costs against share premiums, notably

issue expenses, and deducting from this amount the sums
required to raise the legal reserve,
 recognizing the amount of the capital increase or increases

resulting from any issue carried out under this delegation andamending the by-laws accordingly, and generally, taking all appropriate steps and entering into any

agreements in order to ensure the successful completion of
the planned transactions;7. decides that this delegation, which terminates any previousdelegation of the same nature, shall be valid for a period offourteen (14) months from the date of this Shareholders’Meeting.

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Twenty-seventh resolution(Authorization given to the Executive Board to grant stock
subscription or purchase options to some or all of the Company’s
executive corporate officers and employees, entailing the waiver byshareholders of their preferential subscription rights to the sharesissued on exercise of the options)
The Shareholders’ Meeting, voting under the quorum and majority
conditions required for Extraordinary Shareholders’ Meetings,

 having reviewed the report of the Executive Board and thespecial report of the Statutory Auditors; and pursuant to Articles L. 225-177 et seq. and Articles L. 22-10-56
et seq. of the French Commercial Code;
1. authorizes the Executive Board to grant, on one or more
occasions, stock subscription options, subject to the priorapproval of the Supervisory Board in application of Article 15-Vof the by-laws, and/or stock purchase options in the Company,in favor of individuals that it shall designate – or havedesignated – from among the executive corporate officers
described in Article L. 225-185 of the French Commercial Codeand employees of the Company or of companies or corporate
Groups related to it as defined by Article L. 225-180 of theFrench Commercial Code;
2. decides that the number of shares available to be vested or
subscribed through the exercise of options granted under thisauthorization shall not exceed 1% of the existing share capitalon the date the options are granted, not taking into accountany adjustments that may be made to preserve the rights of thebeneficiaries of said options; it being specified that the numberof shares granted under the 28th resolution of this Shareholders’Meeting shall be deducted from this ceiling;
3. decides that the total number of shares that may be acquired or
subscribed by the members of the Executive Board through theexercise of the options granted under this authorization to themembers of the Executive Board may not exceed 50% of theceiling mentioned in the previous paragraph; it being specified
that in any event, the total value of the options granted tomembers of the Executive Board, combined with that of thefree shares referred to in the 28th resolution resolution and as
determined on their grant date, may not exceed the limit expressed in proportion of their compensation - set by thecompensation policy for the members of the Executive Board;

4. decides that the Executive Board may amend its initial choice
between stock subscription and stock purchase options, if theoption-exercise period has not yet begun; should the Executive
Board amend its choice in favor of stock subscription options, it
must obtain the prior approval of the Supervisory Board, inapplication of Article 15-V of the by-laws;
5. duly notes that, in accordance with the provisions ofArticle L. 225-178 of the French Commercial Code, thisauthorization includes an express waiver by shareholders of
their preferential rights to subscribe to any shares to be issued
as these options are exercised, for option beneficiaries;
6. notes that the exercise of all or part of the options granted tothe beneficiaries - with the exception of those granted tomembers of the Executive Board whose plan is specific (seebelow) - will be subject to the satisfaction of presence and/or
performance conditions determined by the Executive Board;
7. notes that in the event of a grant of options to the members of
the Executive Board, the exercise of the options will be subject
to the satisfaction of the presence, performance and holding
conditions provided for by the compensation policy for themembers of the Executive Board in force on the grant date, as
may potentially be amended subsequent to its approval inaccordance with applicable regulations;
8. decides that the options to be granted under this authorization
shall be subject to disclosure in the form of a special report of
the Executive Board to the Shareholders’ Meeting, in
accordance with legal and regulatory provisions in force;
9. gives the Executive Board full powers to implement thisauthorization with a view to, in particular, but not restricted to: settingthe conditions for the exercise of options by
employees and in particular (i) the period(s) to exercise theoptions thus granted, it being specified that the period during
which these options may be exercised will start at least three(3) years from their grant date and may not exceed ten (10)years from their grant date and (ii) the presence and/or
performance conditions, determining the dates of each allocation,
 determining the subscription price for new shares and thepurchase price for existing shares, it being specified that thisshare subscription or purchase price will be set in accordancewith the legal and regulatory provisions in force on the dateon which the options are granted, without however being
lower than the average closing share price of the twenty (20)trading days prior to the date of the price setting nor, as
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 taking the necessary measures to protect the interests of thebeneficiaries in order to take into account any financialtransactions that may occur before the options are exercised, approving the rules of the option plan and, as the case may

be, amending it following the grant of options,
 providing for the possibility of temporarily suspending theexercise of options in accordance with legal and regulatory
provisions for a maximum of three (3) months in the event that
financial transactions are carried out involving the exercise ofrights attached to the shares,
 recording, if appropriate, for each capital transaction, thenumber and total value of the shares issued during the year asa result of the exercise of options,
 charging, if applicable, costs against share premiums, notably

issue expenses, and deducting from this amount the sums
required to raise the legal reserve,
 recognizing the amount of the capital increase or increases

resulting from any issue carried out under this authorization
and amending the by-laws accordingly, and generally, taking all appropriate steps and entering into any

agreements in order to ensure the successful completion of
the planned transactions;10. decides that this authorization, which terminates any previous
authorizations of the same nature, shall be valid for a period offourteen (14) months from the date of this Shareholders
Meeting.

Twenty-eighth resolution(Authorization given to the Executive Board to grant free shares tosome or all of the Company’s executive corporate officers andemployees, entailing the waiver by shareholders of their preferential
subscription rights to the shares to be issued)
The Shareholders’ Meeting, voting under the quorum and majority
conditions required for Extraordinary Shareholders’ Meetings:

 having reviewed the report of the Executive Board and thespecial report of the Statutory Auditors; and pursuant to Articles L. 225-197-1 et seq. and L. 22-10-59 et seq.
of the French Commercial Code;
1. authorizes the Executive Board to grant, on one or more
occasions, existing performance shares or, subject to the priorapproval of the Supervisory Board in application of Article 15-Vof the by-laws, performance shares to be issued, in favor of
employees or corporate officers of the Company described inparagraph II of Article L. 225-197-1 of the French Commercial
Code, or employees and corporate officers of companies or
corporate
Groupsrelatedtoitasdefinedby
Article L. 225-197-2 of the French Commercial Code;9

2. decides that the total number of shares, whether existing or to
be issued, that may be granted under this authorization shallnot exceed 1% of the existing share capital on the date theshares are granted, not taking into account any adjustmentsthat may be made to preserve the rights of the beneficiaries ofsaid shares; it being specified that the number of shares
granted shall be deducted from the maximum number ofshares that may be issued in the framework of the27th resolution of this Shareholders’ Meeting;
3. decides that the total number of shares that may be allocatedto the members of the Executive Board may not exceed 50% of
the ceiling mentioned in the previous paragraph; it being
specified that in any event, the total value of the free shares
granted to the members of the Executive Board, combined withthat of the options referred to in the 27th resolution and as
determined on their grant date, may not exceed the limit expressed in proportion of their compensation - set by thecompensation policy for the members of the Executive Board;
4. decides that, subject to legal exceptions:
 the allocation of shares to their beneficiaries will become

definitive at the end of a vesting period, the length of which
will be determined by the Executive Board and which may not
be less than three (3) years,
the Executive Board may set a period over which thebeneficiaries must hold the aforementioned shares;
5. notwithstanding the provisions of the above paragraph,
decides that the Executive Board may provide that thedefinitive allocation of the shares and the right to freely transfer
them may nevertheless be acquired by a beneficiary if the latter
were to be struck by one of the cases of disability covered by
Article L. 225-197-1 of the French Commercial Code;
6. notes that the definitive vesting of all or part of the free shares
granted to beneficiaries - with the exception of those granted
to members of the Executive Board whose plan is specific (seebelow) - will be subject to the satisfaction of the presence
and/or performance conditions determined by the Executive
Board;
7. notes that in the event of a grant of free shares to the membersof the Executive Board, the definitive vesting of the shares will
be subject to the satisfaction of the presence, performance andholding conditions provided for by the compensation policy forthe members of the Executive Board in force on the grant date,as may potentially be amended subsequent to its approval inaccordance with applicable regulations;
8. authorizes the Executive Board to adjust the number of shares,
as the case may be, during the vesting period, as a result oftransactions affecting the Company’s share capital, so as toprotect the rights of the beneficiaries; - Universal registration document 2021

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9. duly notes that in the case of shares to be issued, thisauthorization shall entail, in favor of the beneficiaries, thewaiver by the shareholders of their preferential rights to
subscribe to the shares whose issuance is authorized;
10. gives the Executive Board full powers to implement thisauthorization with a view to, in particular, but not restricted to: setting the conditions and criteria for the share grants,
 establishing the list of beneficiaries of shares or defining thecategory or categories of beneficiaries to receive performance
shares as well as the number of shares to be awarded to each, adjusting, if applicable, the number of shares granted toprotect the rights of beneficiaries with regard to anytransactions involving the Company’s share capital, it being
specified that the shares granted as a result of theseadjustments shall be considered to have been distributed on
the same date as the shares initially awarded, determining whether bonus shares allocated will be shares tobe issued and/or existing shares (in the case of shares to beissued, subject to the preapproval of the Supervisory Board
pursuant to Article 15-V of the by-laws),

approving the rules of the bonus share plan and, as the casemay be, amending it following the grant of shares,
 in the event of the issue of new shares, charging the amounts

required for the full payment of shares against reserves, profits
or share premiums,
 charging, if applicable, costs against share premiums, notably

issue expenses, and deducting from this amount the sums
required to raise the legal reserve,
 recognizing the amount of the capital increase or increases

resulting from any issue carried out under this authorization
and amending the by-laws accordingly, and generally, taking all appropriate steps and entering into any

agreements in order to ensure the successful completion of
the planned transactions;11. decides that this authorization, which terminates any previous
authorizations of the same nature, shall be valid for a period offourteen (14) months from the date of this Shareholders
Meeting.

Twenty-ninth resolution(Amendment of Article 14 of the by-laws relating to the deliberations of the Supervisory Board)
The Shareholders’ Meeting, voting under the quorum and majority required for Extraordinary General Meetings, on the proposal of the
Executive Board approved by the Supervisory Board pursuant to Article 15-V of the by-laws, having reviewed the report of the Executive
Board, hereby decides to amend Article 14, paragraph II, of the by-laws, in order to allow the Supervisory Board members to makedecisions through written consultation, as follows:
Former text

New text

Supervisory Board meetings are held at the registered office orat any other location specified in the meeting notice. They arepresided over by the Chairman of the Supervisory Board.

Supervisory Board meetings are held at the registered office orat any other location specified in the meeting notice. They are
chaired by the Chairman of the Supervisory Board.
By way of exception, upon request of the Chairman, decisions
within the Supervisory Board’s remit mentioned in Article L. 225-82of the French Commercial Code may be made by way of written
consultation. In the event of written consultation, the agenda andthe draft resolution are sent to the Supervisory Board members
by whatever means. The Supervisory Board members express
their vote by whatever written means. Resolutions of the Supervisory
Board by way of written consultation are valid only if at least half of
its members have expressed their vote.

530  - Universal registration document 2021

%3,=03:7/0=>H 00?492:1F@90F F
Draft resolutions9$0>:7@?4:9;0=?,49492?:?30"=/49,=D%3,=03:7/0=>H 00?492

Thirtieth resolution(Powers for legal formalities)
The Shareholders’ Meeting, voting under the quorum and majority conditions required for Ordinary Shareholders’ Meetings, grants fullpowers to the bearer of copies or extracts of the minutes of these proceedings to make all declarations and carry out all registration, deposit
and other formalities.

 - Universal registration document 2021

531

9

%3,=03:7/0=>H 00?492:1F@90F F

532  - Universal registration document 2021

10&"!!"$ &"!
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10.7.2

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10.7.3 *" %%"'$%' &&!
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 
10.6.1
10.6.210.6.3

Person responsible for financial
information
Person responsible
for the Universal Registration
Document including the annual
financial report
Persons responsible for the auditof the financial statements
and their fees

10.7.410.7.5

Cross-reference table
for the Universal
Registration Document
Cross-reference table
for the annual financial report
Cross-reference tableof the Executive Board’s
management report
Cross-reference table of the reportof the Supervisory Board
on Corporate governance
Cross-reference table for the
Extra-Financial Performance
Statement (EFPD) !%%$+

 

539
541

542

543

544

 

537

537

538

 - Universal registration document 2021

533

10

//4?4:9,791:=8,?4:9
Contracts :9?=,.?>
Shareholders’ and corporate governance agreements are described in section 8.3.10 of the Universal Registration Document.
Financial contracts are described in note 7 “Financial risk management” to the consolidated financial statements (section 6.7 of the Universal
Registration Document).
Except for these contracts and agreements, the Group does not have any significant dependence on any given patent, license, or industrial,commercial or financial contract.

 &=,9>,.?4:9>B4?3F=07,?0/F;,=?40>
Information on related parties can be found in note 5 “Related parties” to the consolidated financial statements of the Universal Registration
Document (section 6.7).
The regulated related-party agreements as defined by Articles L. 225-38 and L. 225-86 of the French Commercial Code are mentioned in
the Statutory Auditors’ special report on regulated related-party agreements and commitments in section 9.1.1 of the Universal Registration
Document.

 %429414.,9?.3,920>49F149,9.4,7.:9/4?4:9
:=F-@>490>>>?,?@>
Wendel acquires ACAMS, the world’s largest
membership organization dedicated to fighting
financial crime
Announced on March 10, 2022, Wendel completed the acquisitionof ACAMS ("Association of Certified Anti-Money Laundering
Specialists" or the “Company”) from Adtalem Global Education(NYSE: ATGE), which had been announced on January 24, 2022.
Wendel invested c. $338 million of equity for a c. 98% interest in
the Company, alongside ACAMS’ management and a minority
investor.

534  - Universal registration document 2021

ACAMS is the global leader in training and certifications foranti-money laundering (“AML”) and financial crime prevention
professionals. ACAMS has developed a very large global networkwith over 90,000 members in 175 jurisdictions. Of these members,
more than 50,000 professionals have achieved CAMS certification a recognized AML qualification – that promotes ongoing education
through participation in conferences, webinars and other training
opportunities.

//4?4:9,791:=8,?4:9
Significant changes in financial condition or business status

Sale of Cromology completed
After obtaining the necessary regulatory approvals, on January 21,
2022, Wendel announced that it had completed the sale of
Cromology to DuluxGroup, a subsidiary of Nippon Paint Holdings
Co., Ltd. This transaction generated net proceeds for Wendel fromthe sale of €896 million, or €358 million more than its valuation of
the company in the NAV published before the announcement of
the transaction, on June 30, 2021.
This transaction is a milestone in Wendel’s 2021-24 roadmap, andits target to accelerate the redeployment of its capital toward
growth companies.

10

Early repayment of all bonds maturingin October 2024
On March 18, 2022, Wendel announced that it was exercising the
make-whole redemption of the bonds maturing in October 2024with outstanding principal of €500 million (ISIN FR0012199156)
and bearing interest at 2.750% at a price determined in accordancewith the terms and conditions of the bonds. This operation willfurther optimize the cost and the maturity of Wendel’s debt. Pro
forma the issuance of €300 million in January 2022 and of thisrepurchase, Wendel average maturity would be extended to 7.2(1)years and its average weighted cost of debt lowered to 1.7%.

(1) As of March 18, 2022 - Universal registration document 2021

535

10

//4?4:9,791:=8,?4:9
Expenses pursuant to Articles 39-4 and 223 quater of the French Tax Code C;09>0>;@=>@,9??:=?4.70>F  F,9/:1F?30F=09.3&,C:/0

2014

Wendel’s expenses pursuant to Articles 39-4 and 112 quater of the French Tax Code amounted to:

11,434€2015

Wendel’s expenses pursuant to Articles 39-4 and 112 quater of the French Tax Code amounted to:

7,482€

2016

Wendel’s expenses pursuant to Articles 39-4 and 112 quater of the French Tax Code amounted to:

19,340€2017

Wendel’s expenses pursuant to Articles 39-4 and 112 quater of the French Tax Code amounted to:

21,499€2018

Wendel’s expenses pursuant to Articles 39-4 and 112 quater of the French Tax Code amounted to:

4,568€

2019

Wendel’s expenses pursuant to Articles 39-4 and 112 quater of the French Tax Code amounted to:

3,923€

2020

Wendel’s expenses pursuant to Articles 39-4 and 112 quater of the French Tax Code amounted to:

3,923€

2021

Wendel’s expenses pursuant to Articles 39-4 and 112 quater of the French Tax Code amounted to:

3,923€

 %@;;740=>.@>?:80=>
In 2021
Pursuant to Article D. 441-4 of the French Commercial Code, thebreakdown of the payment terms of the Company’s suppliers andcustomers shows that no invoices received were past due one theclosing date of the fiscal year and one invoice issued was past due
at the closing date of the fiscal year totaling €3.9 thousand incl. VAT.

536  - Universal registration document 2021

Customer invoices were past due by more than 60 days for one
invoice amounting to €3.9 thousand and no supplier invoices weremore than 60 days past.
No supplier or customer invoices were disputed or unrecognized.

//4?4:9,791:=8,?4:9
Persons responsible for the Universal Registration Document and the audit of financial statements

10 #0=>:9>=0>;:9>4-701:=?30'94A0=>,7$024>?=,?4:9
:.@809?,9/?30,@/4?:1F149,9.4,7>?,?0809?> 

#0=>:9=0>;:9>4-701:=149,9.4,7491:=8,?4:9

Jérôme Michiels, Executive Vice-President in charge of FinanceTel.: +33 (0)1 42 85 30 00
E-mail: j.michiels@wendelgroup.com

 

#0=>:9=0>;:9>4-701:=F?30F'94A0=>,7$024>?=,?4:9:.@809?
49.7@/492?30F,99@,7149,9.4,7F=0;:=?

I hereby certify that the information contained in this Universal Registration Document is, to the best of my knowledge, consistent withthe facts and does not contain any omissions that could alter its scope.
I hereby certify that, to the best of my knowledge, the financial statements have been prepared in accordance with applicable accounting
standards and present a true and fair view of the assets, financial position and results of the Company and of its consolidated Group ofcompanies and that the management report (for which the cross-reference table appears in section 10.7.3) presents a true and fair pictureof the business, results and financial condition of the Company and of its consolidated Group of companies, and describes the main risks
and uncertainties to which they are exposed.
Paris, April 14, 2022
André François-Poncet,
Chairman of the Executive Board - Universal registration document 2021

537

10

//4?4:9,791:=8,?4:9
Persons responsible for the Universal Registration Document and the audit of financial statements 

#0=>:9>=0>;:9>4-701:=?30,@/4?:1F?30149,9.4,7>?,?0809?>
,9/F?304=100>

10.6.3.1 Statutory Auditors
Ernst & Young Audit represented by Jacques Pierres
Member of the Compagnie régionale des Commissaires aux
comptes of Versailles.
Tour First
1/2, place des Saisons92400 Courbevoie-Paris-La Défense 1, France
Date appointed to first term: Combined Shareholders’ Meeting ofNovember 15, 1988 (formerly named Castel Jacquet et Associés)Appointment last renewed: Shareholders' Meeting of May 16, 2019
Term of office: 6 fiscal years
Current term of office ends: Shareholders' Meeting convened toapprove the financial statements for the 2024 fiscal year
Deloitte Audit represented by Mansour Belhiba
Member of the Compagnie régionale des Commissaires aux
comptes of Versailles.
Tour Majunga – 6 place de la Pyramide – 92908 Paris-La Défense
Date first appointed: Shareholders' Meeting of May 16, 2019
Term of office: 6 fiscal years
Current term of office ends: Shareholders' Meeting convened toapprove the financial statements for the 2024 fiscal year

538  - Universal registration document 2021

10.6.3.2 Fees paid by the Groupto the Statutory Auditorsand members of their networks
The fees paid to the Statutory Auditors and members of their
networks are presented in note 37 to the 2021 consolidated
financial statements presented in this Universal Registration
Document (section 6.11).

//4?4:9,791:=8,?4:9
Cross-reference tables10 =:>>=010=09.0?,-70>
 

=:>>=010=09.0?,-701:=F?30F'94A0=>,7
$024>?=,?4:9F:.@809?

The following cross-reference table identifies the principal categories of information required under Appendices 1 and 2 of European
Regulation 2019/980 of March 14, 2019, supplementing European Regulation 2017/1129 of June 14, 2017, and refers to the corresponding
pages of this Universal Registration Document.

Categories of Appendices 1 and 2 to European Regulation 2019/980
Universal Registration Document

Pages

1.

Persons responsible, third party information, expert reports and competent authority approvals

2.

Statutory Auditors

3.

Risk factors

4.

Information about the issuer

5.

Business overview
37, 42 to 69
38 to 69, 334 to 342

Issuer’s dependence on patents or licenses, industrial, commercial or financial contracts
or new manufacturing processes
Competitive positioning
Investments

List of major subsidiaries

38 to 41, 225 to 231
162, 163
37 to 41
40, 42 to 69, 336, 337,
367, 368, 480
36, 37, 348, 465
348, 423

Financial condition and income
Financial condition

334 to 347

Operating income

334 to 342, 352, 434

Cash, cash equivalents and share capital
Information on share capital

339, 340, 342, 351,
354, 399, 442, 468

Cash flow

340, 355, 413 to 415,
435

Financing requirements and structure

376 to 380, 404 to 406

Restrictions on the use of capital
Expected sources of financing
9.

36, 38 to 41,
336, 337, 480

Organizational structure
Brief description and organization chart of the Group

8.

478

Principal markets

Strategy and goals of the issuer

7.

538
154 to 162, 185 to
215, 375 to 382,
400,401, 443

Principal activities

Important events in the development of the issuer’s activities

6.

537, 540

Regulatory environment

10. Trends
11. Projected or estimated earnings

375 to 382
N/A162, 163
37, 42 to 69
N/A - Universal registration document 2021

539

10

//4?4:9,791:=8,?4:9
Cross-reference tables

Universal Registration Document

Pages

12. Administrative, management and supervisory bodies and executive management
Composition of administrative, management and supervisory bodies
Conflicts of interest in administrative, management and supervisory bodies and senior management

72 to 90, 102 to 105
77, 103, 113

13. Compensation and benefits
Compensation and benefits of corporate officers
Amounts provided for or otherwise recognized for the purpose of paying pensions, retirement
or other benefits

116 à 151
123, 124, 207, 208,
401 to 404

14. Management entities
Expiration dates of current terms of office72, 74, 78 to 90

Service contracts

77, 103

Information on the Supervisory Board Committees

95 to 99

Compliance with a Corporate Governance Code101

Potential significant impacts on governanceN/A

15. Employees
Number of employees and employee breakdown

198 to 209, 409, 447

Shareholdings and stock options held by members of the administrative, supervisory
and management bodies

78 to 90, 104, 105,131 to 138

Agreements providing for employee share ownership

126, 130, 206, 207

16. Principal shareholders
Shareholders with more than 5% of the share capital or voting rights
Existence of different voting rights
Control of the issuer
Arrangements known to the issuer, the implementation of which could result in a change of controlof the issuer
17. Transactions with related parties

465 to 467
465, 467, 481
465, 466
466, 476
484 to 489, 534

18. Financial information concerning the assets and liabilities, financial condition and earnings of the issuer
Historical financial information
Interim and other financial information
Audit of historical annual financial information
Pro forma financial information
Dividend policy
Judicial proceedings and arbitration
Significant changes in financial condition of the issuer

334 to 348, 452,
458 to 460
N/A
424 to 430, 453 to 456
N/A
41, 459, 479
161, 400, 401, 443
422, 451, 452,
534, 535

19. Additional information
Share capital
Articles of incorporation and by-laws

468
478 to 480

20. Significant contracts

376 to 380, 476,
477, 534

21. Available documents

464This Universal Registration Document has been filed with the French Market Authorities (Autorité des marchés financiers – AMF), as acompetent authority under Regulation (EU) 2017/1129, without prior approval in accordance with Article 9 of said Regulation. The Universal
Registration Document may be used for the purposes of a public offer of financial securities or the admission of financial securities to
trading on a regulated market if it is supplemented by a securities note and, where applicable, a summary and any amendments made to
the Universal Registration Document. The resulting document is then approved by the AMF in accordance with EU Regulation 2017/1129.

540  - Universal registration document 2021

//4?4:9,791:=8,?4:9
Cross-reference tables 

10

=:>>=010=09.0?,-701:=F?30F,99@,7149,9.4,7=0;:=?

This Registration Document includes all the items of the annual financial report mentioned in chapter I from Article L. 451-1-2 of the French
Monetary and Financial Code and in Article 222-3 of the AMF’s General Regulations.
The following table shows the sections of the Universal Registration Document corresponding to the various chapters of the annual financial
report.
Annual financial report

Parent company financial statements
Consolidated financial statements of the GroupManagement report (refer to the cross-reference table in this report 10.7.3)
Statement by the person responsible for the annual financial report

Pages

341, 342, 432 to 452
334 to 340, 350 to 423
537

Statutory Auditors’ report on the parent company financial statements

453 to 456

Statutory Auditors’ report on the consolidated financial statements

424 to 430

Report of the Supervisory Board on Corporate governance(refer to the cross-reference table in this report 10.7.4)-

 - Universal registration document 2021

541

10

//4?4:9,791:=8,?4:9
Cross-reference tables 

=:>>=010=09.0?,-70:1F?30FC0.@?4A0:,=/H>
8,9,20809?F=0;:=?

The following cross-reference table identifies the main information required by Articles L. 225-100 et seq., L. 232-1, II and R. 225-102 of
the French Commercial Code and refers to the corresponding pages of this Universal Registration Document.
Executive Board’s report

Pages

Activity report
Financial condition and business activities of the Company in the past fiscal year

42 to 69, 334 to 347

Earnings and business activities of the Company, its subsidiaries and the companies it controls

42 to 69, 334 to 342

Key financial performance indicators

40, 41, 334, 338, 343,
344, 458, 459, 465

Key non-financial performance indicators relating to the Company’s specific business,in particular information relating to environmental and personnel issues
Analysis of changes in business, earnings and financial condition

225 to 231
334 to 347

Significant events occurring between the balance-sheet date and publication of the management report422, 451, 534, 535

Trends and outlook

38 to 41, 42 to 69

Research and development activities

42 to 69, 409

Changes to the presentation of annual financial statements and valuation methods

334 to 347, 358 to 365,
438, 439

Description of principal risks and uncertainties

154 to 163, 192 to 215,
375 to 382, 401, 443

Financial risks related to the effects of climate change and measures to reduce them

216 à 221Internal control and risk management procedures

164 to 176

Information on “high threshold” Seveso installations
Information on the use of financial instruments

N/A
375 to 382, 445

Investments made in the three previous fiscal years

480

Acquisitions during the year of significant or controlling interests in companies whose registered office
is in France

N/A

Names of controlled companies and the amount of the Company’s equity stake

423

Business activity of the Company’s subsidiaries and companies controlled by it

42 to 69, 423

Existing branches

N/A

Social, environmental and societal information
Information on the manner in which the Company handles the corporate social and environmental
consequences of its business activities and NFS
Independent verifier report on NFPS compliance
Information on Vigilance plan implementation
Anti-corruption system

179 à 231
330 à 332
187, 270 to 275,
290 to 292, 320 to 322
192, 193, 198, 290

Information concerning the share capital
Shareholding structure and changes thereto during the fiscal year
Buyback and sale by the Company of its own shares
Transactions on Company shares by executive managers and individuals who are closely related to them
Employee participation in share capital
Information on stock subscription options awarded to corporate officers and employees
Obligation for executives to hold shares obtained through stock option or bonus share plans
Elements of calculation and results of the adjustment of the translation bases and conditions of subscription or
exercise of securities giving access to the capital or subscription or purchase options
Information on allocation of free shares to corporate officers and employees

542  - Universal registration document 2021

465, 467, 468
399, 472 to 474
475206, 207, 465, 467
120, 121, 131 to 138,
206, 207
113, 120
N/A
120, 121, 135 to 138,
206, 207//4?4:9,791:=8,?4:9
Cross-reference tables

Executive Board’s report

10
Pages

Summary of valid authorizations to increase capital and their use during the fiscal year

470, 471

Disposal of shares to reduce cross holdings

N/A

Other information
Amount of dividends and other distributed income paid in the three previous fiscal years

452, 459, 515

Expenses described in Articles 39-4 and 223 quater of the French Tax Code536

Breakdown of the Company’s supplier and customer payment terms

536

Five-year financial summary

452

Injunctions or financial penalties for anti-competitive practices

N/A

Amount of loans granted under Article L. 511-6 of the French Monetary and Financial CodeN/A 

=:>>=010=09.0?,-70:1?30=0;:=?:1?30%@;0=A4>:=D:,=/
:9F:=;:=,?02:A0=9,9.0

The following cross-reference table identifies the main information required by Article L. 22-10-20 of the French Commercial Code andrefers to the corresponding pages of this Universal Registration Document.
Report of the Supervisory Board on Corporate governance

Procedures for the exercise of executive management

72 to 106

Limitations imposed by the Supervisory Board on the powers of the Executive Board

110, 111

List of appointments and positions held in any company by each corporate officer

78 to 90, 104, 105

Agreements between a director or significant shareholder and a subsidiary

115

Valuation procedure for related-party agreements and current agreements

113, 114

Delegations of power and authorizations granted by the General Meeting to the Executive Board in connection
with capital increases

470, 471

Compensation policy for corporate officers

116 to 124

Information relating to the compensation of corporate officers pursuant to Article L. 22-10-9

125 to 143

Information on factors likely to have an impact in the event of a takeover offer

477

Composition of the Board and the preparation and organization of its proceedings

72 to 99

Gender equality in the Board and description of the diversity policy applied within the Board74, 75

Description of the provisions of the Afep-Medef Code whose application is ruled out

101

Special terms and conditions relating to the participation of shareholders in the General Meeting

481

Observations of the Supervisory Board

507 - Universal registration document 2021

543

10

//4?4:9,791:=8,?4:9
Cross-reference tables 

=:>>=010=09.0?,-701:=?30C?=,49,9.4,7#0=1:=8,9.0
%?,?0809?#

The cross-reference table below links the extra-financial information required in the Extra-financial performance declaration (EFPD) with theother parts of the Wendel Universal Registration Document, when they are relevant to the Company’s main risks or policies, in accordancewith Article L. 225-102-1 of the French Commercial Code.
TopicsParagraphBusiness model
Description of the main businesses (business segments
and/or divisions), products or services, including key
figures (i.e. volume of activity, headcount, results) bybusiness/division and/or geographical area

Introductory guide and chapter 1

Interactions within its subsidiaries/business segments(i.e. customer categories, potential partnerships, use of
subcontracting, competitive positioning, relations withstakeholders, etc.)

Competitive positioning: section 1.2

Challenges and outlook for the entity and its businesses(i.e. market trends, ongoing transformations, sectoral
sustainable development issues, etc.)

Strategic orientations: - section 1.3.4

Information relating to value creation and its distribution
among stakeholders

Dividends: section 8.1.2
Supporting and strengthening our commitments to civil society –section 4.1.7.1.2

Vision and objectives of the entity (i.e. values, strategy,transformation or investment plan)

Part 1.3.4

Main risks related to Wendel’s business
Extra-financial challenges within Wendel Groupsubsidiaries and responsible investment procedures

Section 4.1.7.2

Risks related to the human resources of Wendel teams

Section 4.1.7.1.2 – Fostering employability, inclusion,
well-being and engagement through concrete actions

Risk of non-independence of governance bodies
and control mechanisms

Section 4.1.7.1.1 – Ensuring balanced governance

Risks linked to business ethics

Section 4.1.7.1.1 – Strengthening and upholding business ethics
within the Group

Risks related to climate change

Section 4.1.7.1.1 – Measuring and managing our environmental footprint
Section 4.1.8 Climate Plan

Other information disclosed by Article L. 225-102-1 of the French Commercial CodeThe social consequences of the business, particularly
with regard to collective agreements and their impact,
the fight against discrimination and the promotion ofdiversity, societal commitments, disability;

Section 4.1.7.1.2

The environmental consequences of the business, inparticular with regard to climate change, the circular
economy, food waste, the fight against food insecurity,
respect for animal welfare and responsible, equitable
and sustainable nutrition;

The climate challenges of Wendel’s business are among the main risks facing
the Group. The carbon footprint of the investment holding company ispresented in section 4.1.7.1.1. The carbon footprint of investments is presented
in section 4.1.7.2. The risks and opportunities related to climate change arepresented in section 4.1.8.
The circular economy approach implemented within the Company is presented
in section 4.1.7.1.1 – Measuring and managing our environmental footprint
Other environmental risks have not been identified as relevant to Wendel’s
activity as an investor (apart from risks related to the activities of controlled
companies)

The impact of the business on respect for human rights

Promotion of and compliance with the provisions of the ILO fundamental
conventions and with human rights – 4.1.7.1.2
Vigilance plan – 4.1.5

The impact of the business on the fight against corruption Section 4.1.7.1.1 – Strengthening and upholding business ethics within
the Group544  - Universal registration document 2021

//4?4:9,791:=8,?4:9
Glossary10 7:>>,=D
Financial and extra-financial glossary
The definitions below are specific to the Wendel Group’s activity.
Term

Definition

Co-investment

Mechanism enabling key managers to personally invest in portfolio assets.

Due diligenceAll checks and analyses carried out by an investor during the review of a proposed investment.

EBIT

EBIT, or operating income, refers to net earnings before interest and taxes.

EBITDAEBITDA, or gross operating income, refers to net earnings before interest, taxes, depreciation
and amortization.

Exercisable voting rights

Real number of voting rights excluding shares without voting rights (treasury shares).

Financial covenant

Various commitments of the borrower to its lender(s). These commitments generally relate to compliancewith financial ratios.

Financial credit ratings

The rating agencies (Standard & Poor's and Moody's in the specific case of Wendel) assign, after a detailed
analysis on the basis of respective methodologies for the business segment, a financial rating to assess thecredit quality of the issuer and the level of risk associated with the borrower’s debt instruments.

Financial ratings

The rating agencies (Standard & Poor's and Moody's in the specific case of Wendel) assign, after a detailed
analysis on the basis of respective methodologies, a financial rating to assess the credit quality of the issuer
and the level of risk associated with the borrower’s debt instruments.

GHG

Greenhouse gases.

Gross debt

Total Company financial debt.

ILO

International Labor Organization.

Internal rate of returnon equity

The IRR measures the profitability of capital invested by shareholders in a project.

Investment grade

Category of credit rating that indicates the high quality of the debt issuer. Investment grade ratings range
from AAA to BBB- according to Standard & Poor’s scale.

ITO

Independent third-party organization - Organization verifying the mandatory social and environmental
information.

KPIs

Key Performance Indicators.

Loan-to-Value Ratio

Ratio of Wendel’s net debt to gross assets excluding cash and cash equivalents.

NAV

See Net Asset Value.

Net Asset Value

The Wendel Group’s principal performance indicator. Valuation of the Group’s assets (total assets lessborrowings and other liabilities) at a specific date. The calculation method for Net Asset Value is presented
in section 5.3.1.2.

Net Asset Value per share

Net Asset Value divided by the total number of shares comprising Wendel’s equity at the valuation date.

Net debt

Gross financial debt minus available cash and cash equivalents and short-term financial investments.

Net income
from operations

Net income from operating segments is the Group’s “recurring” income. It consists of net income frominvestments and from holding companies and excludes non-recurring items and the impact of goodwill,
asdefined in note 6 to the consolidated financial statements.

Organic growth

Sales growth at constant structure and exchange rates.

SASB

Sustainability Accounting Standard Board, a non-profit organization to develop sustainable accounting
standards.

Share discountDifference between the Company’s share price and its NAV on a given date. In the NAV calculation, theshare price corresponds to the average of the 20 most recent share prices before the NAV calculation date.
When this figure is negative, it is referred to as a discount; when it is positive, it is referred to as a premium.

TFCD

Task Force on Climate-related Disclosures, a working group created in 2015 to make recommendations
on how to report and publish the risks and opportunities related to climate change.

Theoretical voting rights

Total number of voting rights.

Total shareholder return

Total shareholder return is the rate of return on a share of stock over a given period and includes dividends
received and capital gains. Dividends received are reinvested on the same date.

TSR

See Total shareholder return.

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Glossary

Glossary for Company businesses

TermDefinition

Beamhouse Stahl

First stages of the leather production process from a raw hide; it involves removing unwanted components
from the hide and preparing the hide for tanning by soaking.

Certified Instructor - CPI

Employee of a CPI-customer company who has been trained to train other employees of their company.

CSR

Corporate Social Responsibility.

Ecolutions - Constantia
Flexibles

All sustainable packaging technologies and ranges.

Golden hand - Stahl

Highly qualified technician developing products directly with end customers.

In-Mold Label (IML) –Constantia Flexibles

Refers to a label already in its injection-molded final form, by blow-molding or thermoforming
on a container.

Lease Up Rate – IHS

See Tower colocation rate.

Leather finish – Stahl

Process to enhance the leather softness, improve aesthetics, neutralize odors and create, if required,a non-slippery type surface.

LT1

Number of lost-time injuries per million hours worked among employees with permanent or fixed-term
contracts, temporary staff and subcontractors.

LT2

Number of injuries with or without lost time per million hours worked among employees with permanentor fixed-term contracts, temporary staff and subcontractors.

NAFEX

Nigerian Autonomous Foreign Exchange.

QHSE

Quality, Health, Safety, Environment.

REACH

REACH is a European Union regulation adopted to better protect human health and the environment
against risks related to chemical substances.

Supply chain

Supply chain.

Tower colocation rate

In the telecom tower industry, this is the average number of tenants or sites leased by operators on
a telecom tower.

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Photos credits: Bureau Veritas, Constantia Flexibles, Crisis Prevention Institute, IHS Towers, Stahl, Tarkett et Getty Images.
All Contents, Ellen Coopers, Isabelle Grosse, Antoine Doyen et Henrike Stahl.

This document is printed in compliance with ISO 14001:2004 for an environmental management system.